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): October 21, 2024

Everus Construction Group, Inc.

(Exact name of registrant as specified in its charter)

1730 Burnt Boat Drive

Bismarck, North Dakota 58503

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (701) 221-6400

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:

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

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. ☐

Explanatory Note

On October 18, 2024, Everus Construction Group, Inc. (the “Company”) filed a Current Report on Form 8-K with the U.S. Securities and Exchange Commission, which included an Information Statement, dated October 18, 2024, as Exhibit 99.1 thereto (the “Information Statement”). The Information Statement describes the expected pro rata distribution of all of the shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) by MDU Resources Group, Inc. (“MDU Resources”) to MDU Resources’ stockholders (the “Distribution”). Subject to the satisfaction or waiver of the conditions for the Distribution, which are described in the Information Statement, the Distribution is expected to occur at 11:59 p.m., Eastern time, on October 31, 2024.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the Distribution, the Company filed a certificate of amendment to its Certificate of Incorporation (the “Split Amendment”) with the Secretary of State of the State of Delaware on October 21, 2024. The Split Amendment increased the number of authorized shares of Common Stock and preferred stock, par value $0.01, of the Company, and effected a stock split of the outstanding shares of Common Stock.

The foregoing description of the Split Amendment is qualified in its entirety by reference to the full text of the Split Amendment, which is attached hereto as Exhibit 3.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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: October 21, 2024

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Document

Exhibit 3.1

EVERUS CONSTRUCTION GROUP, INC.

CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION

Everus Construction Group, Inc. (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:

FIRST: That the original certificate of incorporation of the Company was filed with the Secretary of the State of Delaware on February 28, 2024.

SECOND: That the board of directors of the Company (the “Board”), by the unanimous written consent of its members, filed with the minutes of the Board, duly adopted resolutions proposing and declaring advisable that the certificate of incorporation of the Company be amended by changing Article IV thereof, so that, as amended, said Article shall read in its entirety as follows:

ARTICLE IV

Capital Stock

A.    Authorized Capital Stock. The Company shall be authorized to issue three hundred ten million (310,000,000) shares of capital stock which shall be divided into two classes as follows: (i) three hundred million (300,000,000) shares of common stock, par value $0.01 per share (the “Common Stock”) and (ii) ten million (10,000,000) shares of preferred stock, par value $0.01 per share.

B.    Recapitalization. Effective as of the close of business on October 21, 2024 (such time, the “Recapitalization Time”), the total number of shares of Common Stock issued and outstanding, or held by the Company as treasury stock, immediately prior to the Recapitalization Time shall, automatically by operation of law and without any further action on the part of the Company or any holders of shares of capital stock of the Company, be converted into that number of validly issued, fully paid and non-assessable shares of the Common Stock authorized for issuance pursuant to this Certificate of Incorporation equal to the product of (i) the number of shares of common stock, par value $1.00 per share, of MDU Resources Group, Inc. (the “MDU Common Stock”) issued and outstanding as of the Recapitalization Time, but not including shares held by MDU Resources Group, Inc. as treasury stock, as of the Recapitalization Time, multiplied by (ii) 0.25.

C.    Common Stock. Except as otherwise provided by law, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes. Each share of Common Stock shall have one vote, and the Common Stock shall vote together as a single class.

THIRD: That in lieu of a meeting and vote of stockholders, the sole stockholder of the Company has given written consent to said amendment in accordance with the provisions of Section 228 of the DGCL.

FOURTH: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 and 228 of the DGCL.

FIFTH: That the aforesaid amendment shall be effective upon the filing hereof.

[Signature page follows]

IN WITNESS WHEREOF, the Company has caused this certificate to be signed by the undersigned as of this 21st day of October, 2024.

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