MYRG Myr Group Inc. - 8-K

Item 7.01 Regulation FD Disclosure.

On May 27, 2026, MYR Group Inc. issued a press release announcing the Valley Acquisition (as defined below). A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

On May 27, 2026, MYR Group Inc. entered into an agreement to acquire all issued and outstanding shares of capital stock of Valley Holdings I, Inc. and its subsidiaries (collectively, “Valley”), subject to regulatory approval and other customary closing conditions, (the “Valley Acquisition”), for consideration of approximately $328.0 million, subject to net asset and other post-closing purchase price adjustments. Valley is a full-service electrical contractor based in Everett, Washington. The Company expects to fund the Valley Acquisition through a combination of cash on hand and borrowings under its revolving credit facility. The agreement also provides for an additional contingent consideration payment and additional contingent compensation for key executives of Valley, which may be paid based on the achievement of certain performance targets and continued employment of such executives.

Forward-Looking Statements

Various statements in this announcement, including those that express a belief, expectation, or intention, as well as those that are not statements of historical fact, are forward-looking statements. The forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenue, income, capital spending, segment improvements and investments. Forward-looking statements are generally accompanied by words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “likely,” “may,” “objective,” “outlook,” “plan,” “project,” “possible,” “potential,” “should,” “unlikely,” or other words that convey the uncertainty of future events or outcomes. The forward-looking statements in this announcement speak only as of the date of this announcement. We disclaim any obligation to update these statements (unless required by securities laws), and we caution you not to rely on them unduly. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. No forward-looking statement can be guaranteed and actual results may differ materially from those projected. Forward-looking statements in this announcement should be evaluated together with the many uncertainties that affect MYR's business, particularly those mentioned in the risk factors and cautionary statements in Item 1A. of MYR's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and in any risk factors or cautionary statements contained in MYR's subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibit is being furnished with this Current Report on Form 8-K.

99.1

MYR Group Inc. Press Release, dated May 2 7 , 2026

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)