Everus Construction (ECG) to replace Deloitte with KPMG as auditor in 2026

Rhea-AI Filing Summary

Everus Construction Group, Inc. reported that its Audit Committee has approved a change in independent auditors. Deloitte & Touche LLP will be dismissed as the company’s independent registered public accounting firm, effective immediately after Deloitte completes the audit of the consolidated financial statements for the fiscal year ending December 31, 2025 and the audit of internal control over financial reporting as of December 31, 2025, and issues its reports.

The company states that Deloitte’s audit reports on the fiscal years ended December 31, 2024 and 2023 did not contain adverse opinions, disclaimers, or qualifications, and that there were no disagreements or reportable events with Deloitte during those periods and the subsequent interim period described. Deloitte has been asked to provide a letter to the SEC agreeing with these statements, which is furnished as Exhibit 16.1.

On the same date, the Audit Committee appointed KPMG LLP as the new independent registered public accounting firm for the fiscal year ending December 31, 2026, with the engagement effective beginning with the review of the company’s condensed consolidated financial statements for the quarter ending March 31, 2026. The company reports that it did not consult KPMG on accounting or auditing matters described as disagreements or reportable events before this appointment.

Insights

Equity research analyst – corporate governance focus

Auditor transition from Deloitte to KPMG is framed as orderly and non‑adversarial.

Everus Construction Group’s Audit Committee approved an auditor change, retaining Deloitte through completion of the 2025 year-end audit and related internal control opinion, then moving to KPMG for the fiscal year ending December 31, 2026. Structuring the dismissal to occur after Deloitte completes the 2025 work suggests a planned transition rather than an abrupt break.

The company states Deloitte’s opinions on the 2023 and 2024 financial statements contained no adverse or qualified opinions and that there were no disagreements or reportable events through the date referenced. It also reports no prior consultations with KPMG on matters that would qualify as disagreements or reportable events. These disclosures are designed to signal that the change is not driven by disclosed accounting disputes.

A change in auditor can still prompt investors to read future filings closely, particularly Deloitte’s final 2025 audit reports and KPMG’s first quarterly review for the period ending March 31, 2026, to see whether any new comments on controls, estimates, or disclosures emerge after the transition.

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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): January 14, 2026

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)			(IRS Employer Identification No.)
incorporation or organization)

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)

Not Applicable

(Former name or former address, if changed since last report)

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 Act:

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 4.01. Changes in Registrant's Certifying Accountant.

Dismissal of Independent Registered Public Accounting Firm

On January 14, 2026, upon the completion of a comprehensive selection process, the Audit Committee of the Board of Directors ("the Audit Committee") of Everus Construction Group, Inc. (“the Company”) approved the dismissal of Deloitte & Touche LLP ("Deloitte") as the Company's independent registered public accounting firm, effective as of immediately following Deloitte's completion of its audit of the Company's consolidated financial statements as of and for the fiscal year ending December 31, 2025, and the effectiveness of internal control over financial reporting as of December 31, 2025, and the issuance of Deloitte's reports thereon. Upon completion of Deloitte’s services, the Company will file an amendment to this Current Report on Form 8-K with the specific date of dismissal and an update to the disclosures required by Item 304(a) of Regulation S-K through that date.

The audit reports of Deloitte on the consolidated financial statements of the Company as of and for each of the fiscal years ended December 31, 2024 and 2023, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

In connection with the audits of the Company’s consolidated financial statements for each of the fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through the date of this Current Report on Form 8-K, there were no: (1) 'disagreements' (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and related instructions) with Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to Deloitte's satisfaction would have caused Deloitte to make reference to the subject matter of the disagreement in connection with Deloitte's opinion to the subject matter of the disagreement; or (2) 'reportable events' (as defined in Item 304(a)(1)(v) of Regulation S-K).

The Company provided Deloitte with a copy of the foregoing disclosures and requested that Deloitte furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein. A copy of such letter from Deloitte is attached as Exhibit 16.1 and is incorporated herein by reference.

Engagement of New Independent Registered Public Accounting Firm

On January 14, 2026, the Audit Committee appointed KPMG LLP (“KPMG”) as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026, effective beginning with the review of the Company's condensed consolidated financial statements for the quarter ending March 31, 2026.

During the Company's fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through the date of this Current Report on Form 8-K, neither the Company nor anyone acting on its behalf consulted KPMG with respect to either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and no written report was provided to the Company or oral advice was provided that KPMG concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a 'disagreement' (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) or a 'reportable event' (as described in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01. Financial Statements and Exhibits.

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

Exhibit Number						Description
16.1						Letter from Deloitte & Touche LLP to the Securities and Exchange Commission, dated January 21, 2026.
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.

EVERUS CONSTRUCTION GROUP, INC.

Date: January 21, 2026

By:

/s/ Maximillian J Marcy

Name:

Maximillian J Marcy

Title:

Vice President, Chief Financial Officer and Treasurer

3

FAQ

What did Everus Construction Group (ECG) disclose about its auditor change?

Everus Construction Group disclosed that its Audit Committee approved the dismissal of Deloitte & Touche LLP as its independent registered public accounting firm, effective immediately after Deloitte completes the audit of the company’s consolidated financial statements for the year ending December 31, 2025 and the audit of internal control over financial reporting as of that date, and issues its reports.

Were there any disagreements between Everus Construction Group (ECG) and Deloitte?

Everus Construction Group states that for the fiscal years ended December 31, 2024 and December 31, 2023, and the subsequent interim period described, there were no disagreements with Deloitte on accounting principles, financial statement disclosure, or audit procedures, and no reportable events as defined in Item 304(a)(1) of Regulation S-K.

Who is Everus Construction Group’s new independent auditor and when does the engagement begin?

The Audit Committee appointed KPMG LLP as Everus Construction Group’s independent registered public accounting firm for the fiscal year ending December 31, 2026. KPMG’s engagement is effective beginning with the review of the company’s condensed consolidated financial statements for the quarter ending March 31, 2026.

Did Everus Construction Group consult KPMG before appointing it as auditor?

Everus Construction Group reports that during the fiscal years ended December 31, 2024 and December 31, 2023, and the subsequent interim period described, neither the company nor anyone acting on its behalf consulted KPMG on the application of accounting principles to a specified transaction or on matters that were the subject of a disagreement or reportable event.

What did Deloitte’s prior audit opinions on Everus Construction Group’s financial statements include?

The audit reports of Deloitte on Everus Construction Group’s consolidated financial statements for the fiscal years ended December 31, 2024 and December 31, 2023 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

What exhibits related to the auditor change did Everus Construction Group file?

Everus Construction Group included as Exhibit 16.1 a letter from Deloitte & Touche LLP to the Securities and Exchange Commission, dated January 21, 2026, and identified Exhibit 104 as the cover page interactive data file embedded within the Inline XBRL document.