Everus Construction Group (NYSE: ECG) to acquire Epsilon Industries in $295M cash deal
Rhea-AI Filing Summary
Everus Construction Group, Inc. entered into a definitive agreement to acquire Epsilon Industries, a designer and manufacturer of complex modular mechanical and electrical building infrastructure systems, for $295 million in cash, subject to customary adjustments. The purchase will be funded with a combination of cash on hand and borrowings under Everus’ credit facilities, and closing is expected in the third quarter of 2026, subject to regulatory approvals and other customary conditions.
Epsilon has more than 25 years of experience in off-site modular construction across North America, serving end markets such as data centers, advanced manufacturing and healthcare, with multiple facilities in the U.S. and Canada. For full-year 2026, Epsilon expects revenue of approximately $250 million with EBITDA margin in the low double digits. Everus highlights that the deal meaningfully enhances its off-site construction offerings, expands access to priority geographic markets including Florida, Texas, the Mid-Atlantic and the Northeast, and is expected to be financially cash accretive, supported by Epsilon’s strong backlog and opportunity pipeline. Epsilon’s president and other key leaders are expected to remain with the business.
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Filing Explained
The release’s projected “low double-digit” Epsilon EBITDA margin is a non-GAAP measure; Everus says it cannot reconcile that forecast to a GAAP measure, so the profitability outlook is not directly comparable to a GAAP margin.
8-K Event Classification
2 items: 7.01, 9.01
2 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Acquisition price: $295 million in cash
Expected Epsilon 2026 revenue: $250 million
Operating history: More than 25 years
+3 more
6 metrics
Acquisition price
$295 million in cash
Purchase price for Epsilon Industries, subject to customary adjustments
Expected Epsilon 2026 revenue
$250 million
Epsilon’s expected revenue for the full calendar year 2026
Operating history
More than 25 years
Epsilon’s experience providing off-site construction solutions across North America
Engineering staff
More than 50 engineers
Part of Epsilon’s experienced labor force
Skilled trade employees
120 skilled trade employees
Epsilon’s skilled trades workforce complementing its engineers
Expected closing period
Third quarter of 2026
Targeted closing window, subject to approvals and conditions
Key Terms
definitive agreement, off-site modular construction, EBITDA margin, free cash flow profile, +2 more
6 terms
definitive agreement regulatory
"announced today that it has entered into a definitive agreement to acquire"
A definitive agreement is a formal, legally binding document that outlines the final terms and conditions of a deal or transaction, such as a sale or partnership. It acts like a detailed contract that confirms all parties have agreed on the key details, making the deal official. For investors, it signals that the agreement is settled and moving toward completion, providing clarity and security about the transaction.
off-site modular construction technical
"Strengthens Off-Site Modular Construction Solutions Provider"
EBITDA margin financial
"EBITDA as a percentage of revenue in the low double digits"
EBITDA margin is the share of each dollar of sales that a company keeps as operating cash profit before interest, taxes, and accounting for equipment wear and long-term investments. Think of it like the cash a store has left from every sale after paying day-to-day running costs but before paying rent, loan interest or replacing old machinery. Investors use it to compare core profitability and operational efficiency across companies by removing financing and accounting differences.
free cash flow profile financial
"strong growth with an attractive margin and free cash flow profile"
Regulation FD Disclosure regulatory
"Item 7.01. Regulation FD Disclosure."
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
non-GAAP financial measures financial
"presents financial information prepared in accordance with GAAP, as well as non-GAAP financial measures"
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What acquisition did Everus Construction Group (ECG) announce?
Everus Construction Group announced a definitive agreement to acquire Epsilon Industries for $295 million in cash, subject to customary adjustments, to expand its off-site modular construction capabilities and geographic reach across key U.S. regions and Canada.
How will Everus Construction Group (ECG) finance the Epsilon acquisition?
Everus plans to fund the $295 million Epsilon acquisition with a combination of cash on hand and borrowings under its credit facilities. This mix of internal cash and debt preserves flexibility while completing the all-cash transaction.
When is the Epsilon Industries acquisition by ECG expected to close?
The Epsilon Industries acquisition is expected to close in the third quarter of 2026, subject to regulatory approvals and other customary closing conditions, according to Everus Construction Group’s disclosure and accompanying press release.
What are Epsilon Industries’ expected 2026 financials mentioned by ECG?
For full calendar year 2026, Epsilon Industries expects to generate approximately $250 million in revenue, with EBITDA as a percentage of revenue in the low double digits, indicating an EBITDA margin level described as attractive by Everus.
Why is the Epsilon acquisition strategically important for Everus Construction Group (ECG)?
Everus states the acquisition enhances its off-site modular construction offerings, expands access to priority markets like Florida and Texas, diversifies exposure into sectors such as data centers and healthcare, and provides a strong backlog and opportunity pipeline.
Will Epsilon Industries’ leadership remain after the ECG acquisition?
Yes. Everus reports that Epsilon President Chris Wiederick and other key members of Epsilon’s leadership team are expected to remain with the company, preserving operational expertise and continuity within the acquired business.
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 31, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| incorporation or organization) | ||||||||
(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 | ||||||||||||
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 7.01. Regulation FD Disclosure.
On July 31, 2026, Everus Construction Group, Inc. (the "Company") issued a press release announcing it has entered into a definitive agreement to acquire Epsilon Industries. A copy of the press release, which the Company is furnishing to the Securities and Exchange Commission, is attached as Exhibit 99.1 and incorporated by reference herein.
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 issued July 31, 2026, announcing the definitive agreement. | |||||||
| 104 | Cover page interactive data file (embedded within the Inline XBRL document) | |||||||
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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: July 31, 2026 | By: | /s/ Maximillian J Marcy | ||||||||||||
Name: | Maximillian J Marcy | |||||||||||||
| Title: | Vice President, Chief Financial Officer and Treasurer | |||||||||||||
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Exhibit 99.1
Everus to Acquire Epsilon Industries, Premier Off-Site Modular Construction Solutions Provider
Strengthens Off-Site Modular Construction Offerings
Enhances Geographic and Market Exposure
Attractive Growth Profile
Bismarck, N.D. — July 31, 2026 — Everus Construction Group (NYSE: ECG) announced today that it has entered into a definitive agreement to acquire Epsilon Industries, a premier designer and manufacturer of complex, modular mechanical and electrical building infrastructure systems, for $295 million in cash, subject to customary adjustments.
With more than 25 years of experience providing off-site construction solutions across North America, Epsilon is recognized in the industry for its innovation, proprietary capabilities and highly refined execution processes that provide consistent and efficient delivery of complex custom solutions. Epsilon offers a full range of services, including design-assist, custom fabrication and turnkey field installation that support diverse project types across attractive end markets, including data center, advanced manufacturing and healthcare.
Epsilon has an extensive footprint of off-site modular construction capabilities across multiple strategic facilities in the U.S. and Canada, enabling nationwide distribution. In addition to integrating with Everus’ existing geographic footprint, Everus expects that Epsilon’s capabilities will enhance growth in priority geographic areas, including Florida, Texas, the Mid-Atlantic and the Northeast. Epsilon is led by a strong leadership team with extensive technical and operational expertise and has an experienced labor force that includes more than 50 engineers and 120 skilled trade employees.
“Epsilon has a strong legacy of innovation and execution in off-site construction services, and the addition of their team will expand our capabilities as we continue to deepen our focus on modular construction and prefabrication across our operations to meet customers’ growing demand,” said Jeffrey S. Thiede, president and CEO of Everus. “Off-site construction in controlled shop environments supports safer work conditions, helps us use labor and materials more efficiently, and creates more predictable project outcomes. Epsilon will help expand our geographic reach and further strengthen our position in key end markets. Together, we are in a stronger position to take advantage of the attractive market dynamics in our business.”
Epsilon President Chris Wiederick said, “We’re thrilled to join the Everus team, and we look forward to collaborating with Everus’ off-site construction leaders to share best practices and support existing operations with off-site solutions for the complex, diverse projects that Everus builds. This is an exciting time in our industry, and we are confident that as part of Everus, we will be able to further accelerate our next phase of growth.”
Wiederick and other key members of Epsilon’s experienced leadership team are expected to remain with the company.
Financial and Transaction Overview
Everus will acquire Epsilon for $295 million, subject to certain customary closing adjustments. The acquisition will be funded through a combination of cash on hand and borrowings under the company's credit facilities. The transaction is expected to close in the third quarter of 2026, subject to regulatory approvals and other customary closing conditions.
Epsilon has a proven history of strong growth with an attractive margin and free cash flow profile. For the full calendar year 2026, Epsilon expects to generate revenue of approximately $250 million with earnings before interest, taxes, depreciation and amortization (EBITDA) as a percentage of revenue in the low double digits.
Everus will update its 2026 financial forecast following the successful close of the transaction.
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Compelling Transaction Rationale
•Meaningfully enhances Everus' off-site construction offerings. Epsilon’s turnkey off-site construction capabilities support complex mechanical and electrical projects through in-house engineering, design and manufacturing, underpinned by a proven, committed and tenured management team with more than 25 years of operating experience.
•Adds an extensive footprint of modular prefabrication capacity, expanding access to attractive geographic markets. With nationwide distribution, Epsilon enhances access to priority geographic markets for Everus, including Florida, Texas, the Mid-Atlantic and the Northeast.
•Advances Everus’ strategic objective of expanding and diversifying end-market exposure. Epsilon enhances Everus’ connections into highly attractive sectors, including data center, advanced manufacturing and healthcare.
•Deep client relationships provide opportunities for commercial synergies. Epsilon has a well-established brand and reputation, which combined with Everus' track record of execution and strong market presence, provide meaningful opportunities for commercial synergies over time.
•Strong backlog and opportunity pipeline provides favorable growth outlook. The acquisition of Epsilon is expected to be financially cash accretive with significant expected growth runway supported by meaningful backlog.
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 the acquisition of Epsilon and the anticipated benefits thereof as well as future performance and statements by Everus’ CEO and Epsilon’s president, are expressed in good faith and are believed by the company to have a reasonable basis. This release highlights key growth strategies, projections and certain assumptions for Everus and its subsidiaries and other matters for each of Everus' segments. Many of these highlighted statements and other statements not historical in nature are forward-looking statements. Although Everus believes that its expectations are based on reasonable assumptions as of the date they are made, there is no assurance that Everus' projections will be achieved. Readers are encouraged to refer to assumptions contained in this release, as well as the various important factors listed in Part I, Item 1A - Risk Factors in Everus’ most recent annual report on Form 10-K and subsequent filings with the Securities and Exchange Commission. Changes in such assumptions and factors could cause actual future results to differ materially from such projections. All forward-looking statements in this release are expressly qualified by these cautionary statements and by reference to the underlying assumptions. 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® index, 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 commercial, industrial, institutional, renewables, service, transportation, utility 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 the manufacture and distribution of transmission line construction equipment. For more information about Everus, visit everus.com or email investors@everus.com.
Non-GAAP Financial Measures
Throughout this news release, Everus presents financial information prepared in accordance with U.S. generally accepted accounting principles (GAAP), as well as non-GAAP financial measures, including Epsilon EBITDA and EBITDA margin. The use of these non-GAAP financial measures should not be construed as alternatives to net income and net income margin. Everus believes the use of these non-GAAP financial measures are beneficial in evaluating the company's financial performance. In addition to information prepared in accordance with GAAP, Everus evaluates operating performance using the non-GAAP financial measures of EBITDA and EBITDA margin. These non-GAAP financial measures have limitations as an analytical tool and should not be considered in isolation or as a substitute for an analysis of results as reported under GAAP. Because of these limitations, EBITDA and EBITDA margin should not be considered as replacements for net income and net income margin, the most comparable GAAP measures, respectively. Non-GAAP financial measures are not standardized; therefore, it may not be possible to compare them with other companies’ EBITDA and EBITDA margin having the same or similar names.
EBITDA is calculated by adding back interest expense, net of interest income, income taxes, and depreciation and amortization to net income. EBITDA margin is calculated by dividing EBITDA by operating revenues.
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Everus is unable to reconcile Epsilon’s expected EBITDA margin to its nearest GAAP measure because Everus is unable to predict the timing of the applicable adjustments with a reasonable degree of certainty and the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from Epsilon’s expected EBITDA margin, together with some of the excluded information not being ascertainable or accessible or otherwise outside of Everus' control. By their very nature, non-GAAP adjustments are difficult to anticipate with precision because they are generally associated with unexpected and unplanned events that impact Everus and its financial results. Due to the inherent uncertainty related to these items and the fact that Everus cannot reliably predict all the necessary components of the applicable GAAP measure, Everus does not believe it is able to provide a meaningful estimate of the comparable GAAP measure or reconciliation to any expected GAAP measure without unreasonable efforts.
Investor Contact: Paul Bartolai, Vallum Advisors, Paul.Bartolai@everus.com
Media Contact: Laura Lueder, director of communications, 701-221-6444
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