8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES

EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 29, 2025

Everus Construction Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-42276	99-1952207
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification No.)
incorporation)

1730 Burnt Boat Drive

Bismarck, North Dakota 58503

(Address of principal executive offices)

(Zip Code)

(701) 221-6400

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

(Title of each class)	(Trading Symbol(s))	(Name of each exchange on which registered)
Common Stock, par value $0.01 per share	ECG	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 29, 2025, the Board of Directors (the “Board”) of Everus Construction Group, Inc. (the “Company”), pursuant to the Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated Bylaws of the Company, approved an increase of the size of the Board from seven directors to eight directors, and appointed Helena Hernandez to the Board, effective July 29, 2025.

The Board also appointed Ms. Hernandez to serve on each of the Compensation Committee of the Board and the Nominating and Governance Committee of the Board.

As compensation for her service on the Board and Board committees, Ms. Hernandez will receive the Company’s standard compensation for non–employee directors, prorated for her time of service. There are no understandings or arrangements with any person pursuant to which Ms. Hernandez was selected as director, and Ms. Hernandez is not party to any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.

The Board considered the independence of Ms. Hernandez under the applicable standards and determined that Ms. Hernandez is an independent director under such standards, and that Ms. Hernandez has the requisite independence to serve as a member of the Compensation Committee under the applicable New York Stock Exchange listing standards and Securities and Exchange Commission rules.

Item 7.01. Regulation FD Disclosure.

On July 29, 2025, the Company issued a press release announcing the appointment of Ms. Hernandez. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 and Exhibit 99.1 furnished hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being furnished as part of this report.

Exhibit Number	Description
99.1	Press Release of Everus Construction Group, Inc., dated July 29, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 29, 2025

Everus Construction Group, Inc.
By:	/s/ Paul R. Sanderson
	Paul R. Sanderson
	Vice President, Chief Legal Officer
	and Corporate Secretary

3

EX-99.1

Exhibit 99.1

Everus Appoints Helena Hernandez to Board of Directors

Bismarck, N.D. — July 29, 2025 — Everus Construction Group (NYSE: ECG) today announced that Helena Hernandez has been appointed to the company’s board of directors.

Hernandez, with more than 25 years of experience in the energy industry, has held a number of executive positions, including vice president of solar and battery storage operations, vice president of wind operations and most recently as the vice president of smart grid and innovation at Florida Power & Light, a NextEra Energy, Inc. company. Her previous experience also includes leadership roles at General Electric.

“We are excited to have Helena join our board. Her proven track record of driving innovation and enhancing organizational performance will be invaluable as we continue growing Everus’ business,” said Dale S. Rosenthal, chair of the Everus board of directors. “Helena’s experience with operational management and advanced technologies in the power generation, distribution and renewable energy sectors, which are key industries served by Everus, will complement our existing directors’ expertise and help strategically guide Everus’ efforts to serve our customers.”

Hernandez, in addition to her general responsibilities on the board, will serve on the Compensation Committee and the Nominating and Governance Committee.

Hernandez holds a bachelor’s degree in industrial engineering from Florida International University and a master’s degree in business administration from the University of Miami School of Business.

Forward-Looking Statements Information in this release includes certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. The forward-looking statements in this release, including statements about future performance and statements made by the board chair, are expressed in good faith and are believed by the company to have a reasonable basis. Nonetheless, actual results may differ materially from the projected results expressed in the forward-looking statements because of a variety of risks and uncertainties. For a discussion of important factors that could cause actual results to differ materially, refer to Part I, Item 1A - Risk Factors in Everus' most recent annual report on Form 10-K and subsequent filings with the SEC. All forward-looking statements in this release are expressly qualified by these cautionary statements and by reference to the underlying factors. Undue reliance should not be placed on forward-looking statements, which speak only as of the date they are made. Everus does not undertake any obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, and changes in future operating results over time or otherwise.

About Everus Construction Group Everus Construction Group, Inc., a member of the S&P SmallCap 600®, is Building America's Future™ by providing a full spectrum of construction services through its electrical and mechanical, and transmission and distribution specialty contracting services across the United States. These specialty contracting services are provided to utility, transportation, commercial, industrial, institutional, renewable and other customers. Its E&M contracting services include construction and maintenance of electrical and communication wiring and infrastructure, fire suppression systems, and mechanical piping and services. Its T&D contracting services include construction and maintenance of overhead and underground electrical, gas and communication infrastructure, as well as manufacturing and distribution of transmission line construction equipment and tools. For more information about Everus, visit everus.com. or email investors@everus.com.

Media Contact: Laura Lueder, director of communications, 701-221-6444

Investor Contact: Paul Bartolai, Vallum Advisors, Paul.Bartolai@everus.com

XML

Cover	Jul. 29, 2025
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jul. 29, 2025
Entity Registrant Name	Everus Construction Group, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-42276
Entity Tax Identification Number	99-1952207
Entity Address, Address Line One	1730 Burnt Boat Drive
Entity Address, City or Town	Bismarck
Entity Address, State or Province	ND
Entity Address, Postal Zip Code	58503
City Area Code	701
Local Phone Number	221-6400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	ECG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0002015845
Amendment Flag	false