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Form 8-K

sec.gov

8-K — TETRA TECH INC

Accession: 0001104659-26-051486

Filed: 2026-04-29

Period: 2026-04-29

CIK: 0000831641

SIC: 8711 (SERVICES-ENGINEERING SERVICES)

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2613029d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2613029d1_ex99-1.htm)

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2026-04-29

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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):

April 29, 2026

TETRA

TECH, INC.

(Exact name of registrant as specified in its

charter)

Delaware

0-19655

95-4148514

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

3475

East Foothill Boulevard, Pasadena,

California 91107

(Address of principal executive office, including zip code)

(626) 351-4664

(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

Common

Stock, $0.01 par value

TTEK

The

Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 2.02. Results of Operations and Financial Condition.

On April 29, 2026, Tetra

Tech, Inc. (“Tetra Tech”) reported its financial results for the second fiscal quarter ended March 29, 2026. A copy of the

press release is attached to this report as Exhibit 99.1.

Exhibit 99.1 attached hereto

shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be

deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 8.01. Other Events.

On April 29, 2026, Tetra

Tech announced that its Board of Directors has declared a $0.072 per share quarterly cash dividend. The dividend is payable on June 2,

2026 to stockholders of record as of the close of business on May 14, 2026.

Item 9.01. Financial Statements and Exhibits.

(d)       Exhibits

99.1 Press Release, dated April 29, 2026, reporting the financial results for Tetra Tech’s second fiscal

quarter ended March 29, 2026, and the declaration of a quarterly cash dividend.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

SIGNATURES

Pursuant to the

requirements of the Securities Exchange Act of 1934, Tetra Tech has duly caused this report to be signed on its behalf by the

undersigned hereunto duly authorized.

TETRA TECH, INC.

Date: April 29, 2026

By:

/s/ ROGER R. ARGUS

Roger R. Argus

Chief Executive Officer and President

3

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2613029d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

NEWS

RELEASE

April 29, 2026

Tetra Tech Reports

Strong Second Quarter 2026 Results and

Raises Fiscal

Year 2026 Guidance

· Revenue $1.22 billion; Net Revenue $1.05 billion

· Operating Income $132 million; EBITDA $146 million

· EPS $0.36; Adjusted EPS $0.34

· Backlog $4.28 billion, up 8% sequentially

· Raising FY26 Net Revenue and EPS guidance

Pasadena, California.

Tetra Tech, Inc. (NASDAQ: TTEK), a leading provider of high-end consulting and engineering services in water, environment and sustainable

infrastructure, today announced results for the second quarter ended March 29, 2026.

Revenue and revenue,

net of subcontractor costs (net revenue)1, in the second quarter totaled $1.22 billion and $1.05 billion, respectively.

Net revenue increased 8% Y/Y excluding USAID / DOS and disasters. Operating income was $132 million and EBITDA1 was $146 million;

EBITDA margin was up 90 basis points Y/Y. EPS was $0.36 and adjusted EPS1 was $0.34. Backlog was $4.28 billion at the end of

the second quarter, up 8% sequentially. Cash from operations was $165 million in the second quarter and $688 million over the trailing

twelve months, resulting in a DSO of 58 days.

Recent Key Wins

· $400 million multiple-award contract for consulting and engineering

services for USACE Huntsville District

· $100 million multiple-award contract for

environmental services for U.S. Air Force

· $99 million single-award contract for

engineering and technical consulting services for U.S. Navy

· $49 million multiple-award contract for

engineering and technical consulting services for USACE Portland District

· £18 million single-award contract

for consulting services for Northern Ireland Water

· $14 million task order contract for technology

consulting services for Defense Logistics Agency

· Netherlands Water framework contracts

for engineering and technical consulting services

· Port of Los Angeles master services agreement

for environmental engineering services

· United Utilities contract for WaterNet™

SaaS water network management solution services

1

Non-GAAP financial measures which the Company believes

provide valuable perspectives on its business results. Refer to tables at the end of the release and Regulation G Information for reconciliations

to the comparable GAAP metrics.

Executive Management Comments

Roger Argus, Chief Executive Officer, commented,

“We delivered a strong second quarter, driven by growth across our end markets in water, environment, and sustainable infrastructure.

In U.S. federal, we saw increased orders from defense agencies related to new facilities and infrastructure modernization. Our high-end

consulting services for providing water supplies and mitigating environmental impacts are increasingly critical to gaining community support

for the establishment of data centers. Our international operations grew due to demand for front-end water and infrastructure consulting

services. These positive trends led to backlog growth and improved revenue visibility for the remainder of the year, leading to our increased

guidance for fiscal 2026.”

Steve Burdick, Chief Financial Officer, stated,

“Tetra Tech has started off the first half of fiscal 2026 with the strongest cash flow generation on record with $238 million from

operations. These exceptional cash flows have consequently provided better returns for shareholders through our stock buyback program,

which has returned $100 million so far this year, and our cash dividend program. Our ability to consistently generate cash in excess of

net income has allowed the Company to once again increase our quarterly cash dividends by an additional 11% over last year. Cash generated

over the last twelve months of $688 million has allowed us to fund acquisitions, complete stock buybacks, and pay dividends, while deleveraging

our net debt by more than 25% from this time last year.”

Quarterly Dividend and Share Repurchase Program

On April 27, 2026, Tetra Tech’s Board

of Directors approved a quarterly dividend in the amount of $0.072 per share, an 11% increase year-over-year, payable on June 2,

2026, to stockholders of record as of May 14, 2026. This is the 44th consecutive double-digit increase in the Company’s

quarterly dividend. In the second quarter of fiscal 2026, Tetra Tech repurchased $50 million of common stock. Additionally, as of March 29,

2026, the Company had $498 million remaining under its share repurchase program.

Six-Month Results

Revenue for the six-month period was $2.43 billion

and net revenue was $2.09 billion. Net revenue increased 8% Y/Y excluding USAID / DOS and disasters. Operating income was $273 million,

EPS was $0.76, and cash flow from operations was $238 million.

Business Outlook

The following statements are based on current

expectations. These statements are forward-looking, and the actual results could differ materially. These statements do not include the

potential impact of transactions that may be completed or developments that become evident after the date of this release. The Business

Outlook section should be read in conjunction with the information on forward-looking statements at the end of this release.

For fiscal 2026, Tetra Tech is increasing the

full year guidance for net revenue2 to range from $4.25 billion to $4.40 billion and adjusted EPS3 to range

from $1.50 to $1.58. For the third quarter of fiscal 2026, Tetra Tech expects net revenue to range from $1.05 billion to $1.10 billion

and EPS to range from $0.38 to $0.41.

2 Reconciliation

of the net revenue guidance to the most directly comparable GAAP measure is not available

without unreasonable efforts because the Company cannot predict the magnitude and timing

of all the components, including subcontractor costs, required to provide such reconciliation

with sufficient precision.

3 The

only adjustments in our guidance for EPS are to exclude the gain on business disposition

and contingent consideration in the first six months of fiscal 2026.

Webcast

Investors will have the opportunity to access

a live audio-visual webcast and supplemental financial information concerning the second quarter of fiscal 2026 results through a link

posted on the Company’s website at tetratech.com on April 30, 2026, at 8:00 a.m. (PT).

Reconciliation of GAAP and Non-GAAP Items

In thousands (except EPS data)

Three Months Ended

Six Months Ended

March 29,

2026

March 30,

2025

March 29,

2026

March 30,

2025

Revenue

$ 1,220,157

$ 1,322,113

$ 2,430,820

$ 2,742,674

Subcontractor costs

(170,524 )

(218,408 )

(344,011 )

(441,639 )

Net revenue

$ 1,049,633

$ 1,103,705

$ 2,086,809

$ 2,301,035

Operating Income

$ 131,523

$ 39,603

$ 272,517

$ 62,129

Contingent consideration

(58 )

(1,931 )

(7,506 )

(2,297 )

Legal contingency

-

-

-

115,000

Goodwill impairment

-

92,416

-

92,416

Adjusted Operating Income

$ 131,465

$ 130,088

$ 265,011

$ 267,248

EPS

$ 0.36

$ 0.02

$ 0.76

$ 0.02

Contingent consideration

-

-

(0.02 )

-

Legal contingency

-

-

-

0.35

Goodwill impairment

-

0.31

-

0.31

Gain on divestiture

(0.02 )

-

(0.05 )

-

Adjusted EPS

$ 0.34

$ 0.33

$ 0.69

$ 0.68

About Tetra Tech

Tetra

Tech is the leader in water, environment and sustainable infrastructure, providing high-end consulting and engineering services for projects

worldwide. With more than 25,000 employees working together, Tetra Tech provides clear solutions to complex problems by Leading

with Science® to address the entire water cycle, protect and restore the environment, and design sustainable

and resilient infrastructure. For more information about Tetra Tech, please visit tetratech.com or follow us on LinkedIn

and Facebook.

CONTACTS:

Jim Wu, Investor Relations

Charlie MacPherson, Media & Public Relations

(626) 470-2844

Forward-Looking Statements

This release contains forward-looking statements

within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as "anticipate," "expect,"

"could," "may," "intend," "plan" and "believe," among others, generally identify forward-looking

statements. These forward-looking statements are based on current expectations and beliefs of Tetra Tech’s management and currently

available operating, financial, economic and other information, and are subject to a number of risks and uncertainties. Readers are cautioned

that these forward-looking statements are only predictions and may differ materially from actual future events or results. A variety of

factors, many of which are beyond our control, could cause actual future results or events to differ materially from those projected in

the forward-looking statements in this release, including but not limited to: continuing worldwide political and economic uncertainties;

the U.S. Administration’s potential changes to fiscal policies; the cyclicality in demand for our overall services; the fluctuation

in demand for oil and gas, and mining services; risks related to international operations; concentration of revenues from U.S. government

agencies and potential funding disruptions by these agencies; dependence on winning or renewing U.S. government contracts; the delay or

unavailability of public funding on U.S. government contracts; the U.S. government’s right to modify, delay, curtail or terminate

contracts at its convenience; compliance with government procurement laws and regulations; the impact of global pandemics; credit risks

associated with certain clients in certain geographic areas or industries; acquisition strategy and integration risks; goodwill or other

intangible asset impairment; the failure to comply with worldwide anti-bribery laws; the failure to comply with domestic and international

export laws; the failure to properly manage projects; the loss of key personnel or the inability to attract and retain qualified personnel;

the ability of our employees to obtain government granted eligibility; the use of estimates and assumptions in the preparation of financial

statements; the ability to maintain adequate workforce utilization; the use of the percentage-of-completion method of accounting; the

inability to accurately estimate and control contract costs; the failure to adequately recover on our claims for additional contract costs;

the failure to win or renew contracts with private and public sector clients; growth strategy management; backlog cancellation and adjustments;

risks relating to cyber security breaches; the failure of partners to perform on joint projects; the failure of subcontractors to satisfy

their obligations; requirements to pay liquidated damages based on contract performance; the adoption of new legal requirements; changes

in resource management, environmental or infrastructure industry laws, regulations or programs; changes in bank and capital markets and

the access to capital; credit agreement covenants; industry competition; liability related to legal proceedings, investigations, and disputes;

the availability of third-party insurance coverage; the ability to obtain adequate bonding; employee, agent, or partner misconduct; employee

risks related to international travel; safety programs; conflict of interest issues; liabilities relating to reports and opinions; liabilities

relating to environmental laws and regulations; force majeure events; protection of intellectual property rights; stock price volatility;

the ability to impede a business combination based on Delaware law and charter documents; and other risks and uncertainties as may be

described in Tetra Tech’s periodic filings with the Securities and Exchange Commission, including those described in the “Risk

Factors” section of Tetra Tech’s Annual Report on Form 10-K for the fiscal year ended September 28, 2025. Readers

should not place undue reliance on forward-looking statements since such information speaks only as of the date of this release. Tetra

Tech does not intend to update forward-looking statements and expressly disclaims any obligation to do so.

Non-GAAP Financial Measures

To supplement the financial results presented

in accordance with generally accepted accounting principles in the United States (“GAAP”), we present certain non-GAAP financial

measures within the meaning of Regulation G under the Securities Exchange Act of 1934, as amended. We provide these non-GAAP financial

measures because we believe they provide a valuable perspective on our financial results. However, non-GAAP measures have limitations

as analytical tools and should not be considered in isolation and are not in accordance with, or a substitute for, GAAP measures. In addition,

other companies may define non-GAAP measures differently which limits the ability of investors to compare non-GAAP measures of Tetra Tech

to those used by our peer companies. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial

measures is set forth above in this release.

Tetra Tech, Inc.

Balance Sheet

(unaudited - in thousands, except par value)

March 29,

September 28,

2026

2025

Assets

Current assets:

Cash and cash equivalents

$ 223,612

$ 167,459

Accounts receivable, net

1,047,330

1,158,928

Contract assets

146,455

138,232

Prepaid expenses and other current assets

124,622

98,768

Assets held-for-sale

-

57,502

Total current assets

1,542,019

1,620,889

Property and equipment, net

65,367

66,148

Right-of-use assets, operating leases

206,527

197,618

Goodwill

2,209,588

2,049,874

Intangible assets, net

129,285

121,160

Deferred tax assets

78,763

106,238

Other non-current assets

130,682

120,247

Total assets

$ 4,362,231

$ 4,282,174

Liabilities and Equity

Current liabilities:

Accounts payable

$ 204,792

$ 204,725

Accrued compensation

245,645

346,912

Contract liabilities

410,858

420,254

Short-term lease liabilities, operating leases

73,743

69,099

Current contingent earn-out liabilities

44,449

24,826

Liabilities held-for-sale

-

25,115

Other current liabilities

249,244

288,113

Total current liabilities

1,228,731

1,379,044

Deferred tax liabilities

20,022

21,333

Long-term debt

880,162

763,363

Long-term lease liabilities, operating leases

155,825

154,695

Non-current contingent earn-out liabilities

63,882

32,135

Other non-current liabilities

149,860

151,440

Total liabilities

2,498,482

2,502,010

Equity:

Preferred stock - authorized, 2,000 shares of $0.01 par value; no shares issued and outstanding at March 29, 2026 and September 28, 2025

-

-

Common

stock - authorized, 750,000 shares of $0.01 par value; issued  and outstanding, 259,525 and 261,418 shares at March 29,

2026 and  September 28, 2025, respectively

2,595

2,614

Accumulated other comprehensive loss

(94,684 )

(95,777 )

Retained earnings

1,955,468

1,872,948

Tetra Tech stockholders' equity

1,863,379

1,779,785

Noncontrolling interests

370

379

Total stockholders' equity

1,863,749

1,780,164

Total liabilities and stockholders' equity

$ 4,362,231

$ 4,282,174

Tetra Tech, Inc.

Consolidated Statements of Income

(unaudited - in thousands, except per share data)

Three Months Ended

Six Months Ended

March 29,

March 30,

March 29,

March 30,

2026

2025

2026

2025

Revenue

$ 1,220,157

$ 1,322,113

$ 2,430,820

$ 2,742,674

Subcontractor costs

(170,524 )

(218,408 )

(344,011 )

(441,639 )

Other costs of revenue

(835,542 )

(889,523 )

(1,652,347 )

(1,865,376 )

Gross profit

214,091

214,182

434,462

435,659

Selling, general and administrative expenses

(82,626 )

(84,094 )

(169,451 )

(168,411 )

Legal contingency costs

-

-

-

(115,000 )

Contingent consideration - fair value adjustments

58

1,931

7,506

2,297

Impairment of goodwill

-

(92,416 )

-

(92,416 )

Income from operations

131,523

39,603

272,517

62,129

Interest expense, net

(8,838 )

(8,491 )

(15,966 )

(15,709 )

Other non-operating income

4,651

-

12,361

-

Income before income tax expense

127,336

31,112

268,912

46,420

Income tax expense

(33,538 )

(25,700 )

(69,892 )

(40,230 )

Net income

93,798

5,412

199,020

6,190

Net income attributable to noncontrolling interests

(175 )

(24 )

(369 )

(55 )

Net income attributable to Tetra Tech

$ 93,623

$ 5,388

$ 198,651

$ 6,135

Earnings per share attributable to Tetra Tech:

Basic

$ 0.36

$ 0.02

$ 0.76

$ 0.02

Diluted

$ 0.36

$ 0.02

$ 0.76

$ 0.02

Weighted-average common shares outstanding:

Basic

260,144

265,728

260,635

266,819

Diluted

261,919

267,439

262,483

269,691

Tetra Tech, Inc.

Consolidated Statements of Cash Flows

(unaudited, in thousands)

Six Months Ended

March 29,

March 30,

2026

2025

Cash flows from operating activities:

Net income

$ 199,020

$ 6,190

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

28,337

29,939

Amortization of stock-based awards

17,670

17,027

Deferred income taxes

27,069

(6,164 )

Provision for losses on accounts receivables

-

3,331

Gain on sale of divested business

(12,361 )

-

Impairment of goodwill

-

92,416

Fair value adjustments to contingent consideration

(7,506 )

(2,297 )

Gain on cash surrender value of life insurance policies

-

(1,599 )

Other non-cash items

2,387

4,267

Changes in operating assets and liabilities, net of effects of business acquisitions and divestitures:

Accounts receivable and contract assets

143,255

(203,055 )

Prepaid expenses and other assets

1,371

(28,322 )

Accounts payable

(8,236 )

66,917

Accrued compensation

(106,848 )

(83,088 )

Contract liabilities

(9,539 )

37,354

Income taxes receivable/payable

(14,047 )

(3,253 )

Cash settled on contingent earn-out liability

-

(7,420 )

Other liabilities

(22,961 )

84,997

Net cash provided by operating activities

237,611

7,240

Cash flows from investing activities:

Payments for business acquisitions, net of cash acquired

(175,000 )

(5,680 )

Capital expenditures

(10,144 )

(9,022 )

Proceeds from divested business, net

40,263

-

Proceeds from company-owned life insurance policies

-

1,934

Net cash used in investing activities

(144,881 )

(12,768 )

Cash flows from financing activities:

Proceeds from borrowings

240,000

215,000

Repayments on long-term debt

(125,000 )

(15,000 )

Repurchases of common stock

(102,010 )

(174,984 )

Shares repurchased for tax withholdings on share-based awards

(12,430 )

(13,848 )

Payments of contingent earn-out liabilities

(2,842 )

(14,445 )

Stock options exercised

458

171

Dividends paid

(33,852 )

(30,900 )

Principal payments on finance leases

(3,841 )

(3,431 )

Net cash used in financing activities

(39,517 )

(37,437 )

Effect of exchange rate changes on cash and cash equivalents

2,027

(10,291 )

Net increase (decrease) in cash and cash equivalents

55,240

(53,256 )

Cash and cash equivalents at beginning of period

168,372

232,689

Cash and cash equivalents at end of period

$ 223,612

$ 179,433

Tetra Tech, Inc.

Regulation G Information

March 29, 2026

Reconciliation of Revenue to Revenue, Net of Subcontractor Costs ("Net Revenue")

(in millions)

2025

2026

2023

2024

1st

Qtr

2nd

Qtr

6

Mos

3rd

Qtr

9

Mos

4th

Qtr

Total

1st

Qtr

2nd

Qtr

6

Mos

Consolidated

Revenue

4,522.6

5,198.7

1,420.6

1,322.1

2,742.7

1,369.8

4,112.5

1,330.1

5,442.6

1,210.7

1,220.2

2,430.8

Subcontractor

Costs

(771.5 )

(876.8 )

(223.3 )

(218.4 )

(441.7 )

(216.8 )

(658.5 )

(166.8 )

(825.3 )

(173.5 )

(170.5 )

(344.0 )

Net Revenue

3,751.1

4,321.9

1,197.3

1,103.7

2,301.0

1,153.0

3,454.0

1,163.3

4,617.3

1,037.2

1,049.7

2,086.8

GSG

Segment

Revenue

2,300.7

2,624.2

791.4

698.9

1,490.2

709.4

2,199.6

628.9

2,828.6

525.5

559.4

1,084.9

Subcontractor

Costs

(484.3 )

(540.5 )

(144.0 )

(134.6 )

(278.5 )

(136.8 )

(415.3 )

(88.4 )

(503.7 )

(93.4 )

(100.9 )

(194.3 )

Net Revenue

1,816.4

2,083.7

647.4

564.3

1,211.7

572.6

1,784.3

540.5

2,324.9

432.1

458.5

890.6

CIG

Segment

Revenue

2,292.7

2,634.4

644.9

637.8

1,282.6

676.6

1,959.1

721.2

2,680.2

704.2

676.2

1,380.3

Subcontractor

Costs

(358.0 )

(396.2 )

(94.9 )

(98.3 )

(193.2 )

(96.1 )

(289.4 )

(98.3 )

(387.7 )

(99.1 )

(85.0 )

(184.1 )

Net Revenue

1,934.7

2,238.2

550.0

539.5

1,089.4

580.5

1,669.7

622.9

2,292.5

605.1

591.2

1,196.2

Reconciliation

of Net Income Attributable to Tetra Tech to Adjusted EBITDA

(in thousands)

2025

2026

2023

2024

1st

Qtr

2nd

Qtr

6

Mos

3rd

Qtr

9

Mos

4th

Qtr

Total

1st

Qtr

2nd

Qtr

6

Mos

Net

Income Attributable to Tetra Tech

273,420

333,382

747

5,388

6,135

113,844

119,979

127,745

247,724

105,028

93,623

198,651

Income

Tax Expense

127,526

130,023

14,530

25,700

40,230

42,815

83,045

46,624

129,668

36,354

33,538

69,892

Interest

Expense1

46,537

37,271

7,218

8,491

15,709

8,287

23,996

6,806

30,802

7,128

8,838

15,966

Depreciation

19,980

23,722

5,402

5,248

10,650

5,410

16,059

5,115

21,175

5,608

5,550

11,159

Amortization

41,226

49,955

10,660

8,629

19,289

8,287

27,577

9,524

37,101

8,387

8,791

17,178

FX

Hedge Gain

(89,402 )

-

-

-

-

-

-

-

-

-

-

-

Gain

on sale of divested business

-

-

-

-

-

-

-

-

-

(7,710 )

(4,651 )

(12,361 )

EBITDA

419,287

574,353

38,557

53,456

92,013

178,643

270,656

195,814

466,470

154,795

145,689

300,485

Contingent

Consideration

12,255

2,541

(366 )

(1,931 )

(2,297 )

(58 )

(2,355 )

(9,873 )

(12,228 )

(7,447 )

(58 )

(7,506 )

Goodwill

Impairment

-

-

-

92,416

92,416

-

92,416

-

92,416

-

-

-

Acquisition &

Integration Expenses2

49,554

7,138

-

-

-

-

-

-

-

-

-

-

Legal

Contingency Costs

-

-

115,000

-

115,000

-

115,000

-

115,000

-

-

-

Adjusted

EBITDA

481,096

584,032

153,191

143,941

297,132

178,585

475,717

185,941

661,658

147,348

145,631

292,979

1 Includes write-off of deferred debt origination fees of $3.8M in fiscal 2023

2 Includes lease impairment charge of $16.4M in fiscal 2023

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