What the changes say
- All variable-rate debt was unhedged at December 31, 2025; a 1-point rate move changes annual interest by approximately $4.4 million.
- Cyber disclosure now includes AI-enabled and third-party attacks, including misinformation, typosquatting, and automated attacks.
- Backlog risk now emphasizes cancellations, MSA renewals, estimation uncertainty, and limited visibility into revenue timing.
- Competition, dilution, weather seasonality, and project-performance risks were also broadened or quantified.
What changed since the prior 10-K
New
- New
Backlog may not be realized or may not result in revenue or profit. Our backlog is subject to cancellation and unexpected adjustments and, therefore, is not necessarily an accurate representation of future operating results
Backlog may be canceled or adjusted and may not convert into revenue or profit, especially where MSA demand and renewals are estimated.
Dropped
- Dropped
Backlog may not be realized or may not result in revenue or profit
Reworded
- 48% rewritten
Our variable rate indebtedness subjects us to interest rate risk
The interest-rate swap matured, leaving all variable-rate debt unhedged; a 1-point rate change now affects annual interest by approximately $4.4 million.
- 44% rewritten
For some projects we may guarantee a timely completion or provide a performance guarantee which could result in additional costs, such as liquidated damages, to cover our obligations
Failure to meet schedules or performance standards may reduce or exceed expected project profit and materially harm the business, results, or financial condition.
- 43% rewritten
We are self-insured up to certain limits
The disclosure removes employer’s liability coverage and limits the insurance-policy discussion to general liability, auto liability, and workers’ compensation liability.
- 36% rewritten
We may lose business to competitors through the competitive bidding processes
The risk now includes increased competition potentially reducing new awards, profit margins, or both, and adds equipment to investment pressures.
- 34% rewritten
Security breaches, cyber security attacks or other disruptions to our information technology systems and networks could adversely impact our operations or compromise the confidentiality of private customer data or our own proprietary information
Cyber threats now include AI-enabled attacks, misinformation, spyware, smishing, vishing, typosquatting, automated attacks, and employee misconduct involving third parties.
- 27% rewrittenRisks Related to our Common Stock
Our common stock is subject to potential dilution to our stockholders
The company adds potential acquisition-related share issuance as a dilution source; shares outstanding increased from approximately 53.7 million to 54.0 million.
- 25% rewritten
Weather can significantly affect our revenue and profitability
Weather-related revenue and profit variability is specifically highlighted for the first and fourth quarters.
- 21% rewritten
We may need additional capital in the future for working capital, capital expenditures or acquisitions, and we may not be able to access capital on favorable terms, or at all, which would impair our ability to operate our business or achieve our growth objectives
No substantive risk change; the financing discussion remains materially the same.
- 21% rewritten
Changes to renewable portfolio standards and decreased demand for renewable energy projects could negatively impact our future results of operations, cash flows and liquidity
All 42 risk factors
Headings as the filing states them, in filing order.
Other
- 01Our financial and operating results may vary significantly from quarter-to-quarter and year-to-year
- 02Demand for our services may decrease during economic recessions or volatile economic cycles, and a reduction in demand in end markets may adversely affect our business
- 03Conversely, government regulations may increase the demand for our pipeline services. Recent pipeline safety legislation could increase demand for our pipeline facility, maintenance, integrity and repair services
- 04Our business may be materially adversely impacted by regional, national and/or global requirements related to weather and climate patterns and the impact of greenhouse gas emissions in the future
- 05Our results could be adversely affected by natural disasters, public health crises, political crises, or other catastrophic events
- 06Changes to renewable portfolio standards and decreased demand for renewable energy projects could negatively impact our future results of operations, cash flows and liquidity21% rewritten
- 07We may lose business to competitors through the competitive bidding processes36% rewritten
- 08We may be unsuccessful at generating organic growth which may affect our ability to expand our operations or grow our business
- 09In addition, our customers may reduce the number or size of projects available to us due to their inability to obtain capital. Our customers may also reduce projects in response to economic conditions
- 10The timing of new contracts may result in unpredictable fluctuations in our business
- 11We derive a meaningful portion of our revenue from a few customers, and the loss of one or more of these customers could have significant effects on our revenue, resulting in adverse effects on our financial condition, results of operations and cash flows
- 12Backlog may not be realized or may not result in revenue or profit. Our backlog is subject to cancellation and unexpected adjustments and, therefore, is not necessarily an accurate representation of future operating resultsNew
- 13Our actual cost may be greater than expected in performing our contracts causing us to realize significantly lower profit or losses on our projects
- 14Weather can significantly affect our revenue and profitability25% rewritten
- 15We use subcontractors to perform portions of our contracts and to manage workflow. While we are not dependent on any single subcontractor, general market conditions may limit the availability of subcontractors to perform portions of our contracts causing delays and increasing our costs
- 16Failure of a subcontractor or supplier to comply with laws, rules or regulations could negatively affect our reputation and our business
- 17We may experience delays and defaults in client payments and we may pay our suppliers and subcontractors before receiving payment from our customers for the related services, which could result in an adverse effect on our financial condition, results of operations and cash flows
- 18Our inability to recover on contract modifications against project owners for payment or performance could negatively affect our financial condition, results of operations and cash flows
- 19For some projects we may guarantee a timely completion or provide a performance guarantee which could result in additional costs, such as liquidated damages, to cover our obligations44% rewritten
- 20A significant portion of our business depends on our ability to provide surety bonds, and we may be unable to compete for or work on certain projects if we are not able to obtain the necessary surety bonds
- 21Our bonding requirements may limit our ability to incur indebtedness, which would limit our ability to refinance our existing credit facilities or to execute our business plan
- 22We may be unable to win some new contracts if we cannot provide clients with letters of credit
- 23During the ordinary course of our business, we may become subject to material lawsuits or indemnity claims
- 24We are self-insured up to certain limits43% rewritten
- 25Our insurance policies include various coverage requirements, including the requirement to give appropriate notice. If we fail to comply with these requirements, our coverage could be denied
- 26Our business is labor intensive. If we are unable to attract and retain qualified managers and skilled employees, our operating costs may increase
- 27Our unionized workforce may commence work stoppages or impact our ability to complete certain acquisitions, which could adversely affect our operations
- 28Withdrawal from multiemployer pension plans associated with our unionized workforce could adversely affect our financial condition and results of operations
- 29If we fail to integrate acquisitions successfully, we may experience operational challenges and risks which may have an adverse effect on our business
- 30We may incur higher costs on equipment necessary for our operations
- 31Our business may be affected by difficult work sites and environments which may adversely affect our ability to procure materials and labor
- 32We may incur liabilities or suffer negative financial or reputational impacts relating to health and safety matters
- 33Disruptions to our operational systems could adversely impact our operations, our ability to report financial results and our business
- 34Security breaches, cyber security attacks or other disruptions to our information technology systems and networks could adversely impact our operations or compromise the confidentiality of private customer data or our own proprietary information34% rewritten
- 35We may need additional capital in the future for working capital, capital expenditures or acquisitions, and we may not be able to access capital on favorable terms, or at all, which would impair our ability to operate our business or achieve our growth objectives21% rewritten
- 36Our financial results are based upon estimates and assumptions that may differ from actual results
- 37Our accounting for revenue recognized over time could result in a reduction or elimination of previously reported revenue and profit
- 38Our reported results of operations could be adversely affected as a result of impairments of goodwill or other identifiable intangible assets
- 39Compliance with and changes in tax laws could adversely affect our performance
- 40Our variable rate indebtedness subjects us to interest rate risk48% rewritten
Risks Related to our Common Stock
- 41Our common stock is subject to potential dilution to our stockholders27% rewritten
- 42Delaware law and our charter documents may impede or discourage a takeover or change in control
Other Primoris Services 10-Ks
- FY2024 10-K risk factors42 risks
Revenue depends heavily on fixed-price construction contracts, creating margin squeeze risks from labor and material cost overruns. Customer concentration is high, with the top ten customers generating 41.3% of 2024 revenue. Capital needs are tied to surety bonds and letters of credit required for project bidding.
Filed Feb 25, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.