--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-24-044886" form_type: "8-K" ticker: "ECG" cik: "0002015845" company_name: "Everus Construction Group, Inc." filed_at: "2024-11-01T23:59:59+00:00" generated_at: "2026-05-30T07:05:59.285418+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Everus Construction Group completes spin-off from MDU Resources; begins trading as ECG on NYSE ## Summary - 1-for-4 pro rata distribution of ECG shares to MDU stockholders; effective Oct 31, 2024. - New $525M senior secured credit facilities ($225M revolver + $300M term loan; matures Oct 31, 2029). - Board expanded to 7 directors; Dale S. Rosenthal appointed Chair; new committee chairs named. - Jeffrey S. Thiede remains CEO; Thomas D. Nosbusch COO; Maximillian J Marcy CFO; Paul R. Sanderson CLO. - Adopted new compensation plans (LTIP, executive incentive, deferred compensation) and indemnification agreements. ## SEC filing metadata - accession: 0001140361-24-044886 - form_type: 8-K - ticker: ECG - cik: 0002015845 - company_name: Everus Construction Group, Inc. - filed_at: 2024-11-01T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 2.03, 3.03, 5.05, 5.01, 5.02, 5.03, 7.01, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/2015845/000114036124044886/0001140361-24-044886-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2015845/000114036124044886/ef20037700_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-24-044886 - JSON: https://secwatch.observer/filing/0001140361-24-044886.json - Plain text: https://secwatch.observer/filing/0001140361-24-044886.txt ## Key facts - Executive change Nicole A. Kivisto resigned as Director at Everus Construction Group, Inc.. - Action: resigned - Role: Director source text: Each of Nicole A. Kivisto, Paul R. Sanderson and Jason L. Vollmer, who had been serving as members of the Board, resigned from the Board, effective as of immediately prior to the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/2015845/000114036124044886/0001140361-24-044886-index.htm - Executive change Jason L. Vollmer resigned as Director at Everus Construction Group, Inc.. - Action: resigned - Role: Director source text: Each of Nicole A. Kivisto, Paul R. Sanderson and Jason L. Vollmer, who had been serving as members of the Board, resigned from the Board, effective as of immediately prior to the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/2015845/000114036124044886/0001140361-24-044886-index.htm - Executive change Michael S. Della Rocca was elected as Director at Everus Construction Group, Inc.. - Action: elected - Role: Director source text: Each of Michael S. Della Rocca, Dale S. Rosenthal, Edward A. Ryan, Clark A. Wood and Betty R. Wynn was elected as a director of the Company, effective as of immediately prior to the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/2015845/000114036124044886/0001140361-24-044886-index.htm - Executive change Betty R. Wynn was elected as Director at Everus Construction Group, Inc.. - Action: elected - Role: Director source text: Each of Michael S. Della Rocca, Dale S. Rosenthal, Edward A. Ryan, Clark A. Wood and Betty R. Wynn was elected as a director of the Company, effective as of immediately prior to the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/2015845/000114036124044886/0001140361-24-044886-index.htm - Executive change Dale S. Rosenthal was appointed as Chair of the Board at Everus Construction Group, Inc.. - Action: appointed - Role: Chair of the Board source text: As of the Effective Time: • Dale S. Rosenthal was appointed chair of the Board; evidence_url: https://www.sec.gov/Archives/edgar/data/2015845/000114036124044886/0001140361-24-044886-index.htm - Executive change Clark A. Wood was elected as Director at Everus Construction Group, Inc.. - Action: elected - Role: Director source text: Each of Michael S. Della Rocca, Dale S. Rosenthal, Edward A. Ryan, Clark A. Wood and Betty R. Wynn was elected as a director of the Company, effective as of immediately prior to the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/2015845/000114036124044886/0001140361-24-044886-index.htm - Executive change Paul R. Sanderson resigned as Director at Everus Construction Group, Inc.. - Action: resigned - Role: Director source text: Each of Nicole A. Kivisto, Paul R. Sanderson and Jason L. Vollmer, who had been serving as members of the Board, resigned from the Board, effective as of immediately prior to the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/2015845/000114036124044886/0001140361-24-044886-index.htm - Executive change Edward A. Ryan was elected as Director at Everus Construction Group, Inc.. - Action: elected - Role: Director source text: Each of Michael S. Della Rocca, Dale S. Rosenthal, Edward A. Ryan, Clark A. Wood and Betty R. Wynn was elected as a director of the Company, effective as of immediately prior to the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/2015845/000114036124044886/0001140361-24-044886-index.htm - Executive change David M. Sparby was appointed as Director at Everus Construction Group, Inc.. - Action: appointed - Role: Director source text: David M. Sparby was appointed as a member of the Board and a member of the Audit Committee of the Board effective as of the Pre-Trading Date. evidence_url: https://www.sec.gov/Archives/edgar/data/2015845/000114036124044886/0001140361-24-044886-index.htm - Governance Changes Everus Construction Group, Inc.: Amended and restated Certificate of Incorporation (effective 2024-10-31). - Change: charter amendment - Effective: 2024-10-31 source text: the Company filed an amended and restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware on October 31, 2024 which became effective as of the Effective Time evidence_url: https://www.sec.gov/Archives/edgar/data/2015845/000114036124044886/0001140361-24-044886-index.htm - Governance Changes Everus Construction Group, Inc.: Adopted Corporate Governance Guidelines and a Code of Conduct (effective 2024-10-31). - Change: code of ethics - Effective: 2024-10-31 source text: the Board adopted certain Corporate Governance Guidelines and a Code of Conduct (Leading with Integrity Program and Guide), in each case, effective as of immediately prior to the Effective Time evidence_url: https://www.sec.gov/Archives/edgar/data/2015845/000114036124044886/0001140361-24-044886-index.htm - Governance Changes Everus Construction Group, Inc.: Amended and restated Bylaws (effective 2024-10-31). - Change: bylaw amendment - Effective: 2024-10-31 source text: and amended and restated its Bylaws (the “Amended and Restated Bylaws”), effective immediately thereafter evidence_url: https://www.sec.gov/Archives/edgar/data/2015845/000114036124044886/0001140361-24-044886-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.