Interprétation IA fondée sur des extraits vérifiés. Les déclarations de l’entreprise et les limites de couverture restent explicites.
Preuves
We compete on the basis of our technical expertise and experience, financial and operational resources, nationwide presence, industry reputation and dependability.
Risk factors / competitive factors · Dépôt 19/02/2026
These systems require specialized training to install, maintain and repair.
Business / specialized training for building systems · Dépôt 20/02/2025
Commercial, industrial and institutional service agreements usually have terms of one or more years, with automatic annual renewals, and frequently include thirty- to sixty-day cancellation notice periods.
Business / service agreement renewal and cancellation terms · Dépôt 20/02/2025
For a small portion of our business in which our services are delivered in the form of service maintenance agreements for existing systems to be repaired and maintained, as opposed to constructed, our performance obligation is to maintain the customer’s mechanical system for a specific period of time.
Revenue recognition / maintenance agreements as a small portion of business · Dépôt 23/07/2026
Attracting and retaining effective operating unit managers is an important factor in our business, particularly in view of the relative uniqueness of each market and operation, the importance of relationships with customers and other market participants, such as architects and consulting engineers, and the high degree of competition and low barriers to entry in most of our markets.
MD&A / operating management and low entry barriers · Dépôt 23/07/2026
We believe our smaller competitors generally compete with us based on price and their long-term relationships with local customers.
Business / local competitors' customer relationships · Dépôt 19/02/2026
Smaller competitors are sometimes able to win bids for these projects based on price alone due to their lower cost and financial return requirements.
Risk factors / smaller competitors winning on price · Dépôt 19/02/2026
Moreover, if we do not employ new technologies as quickly or efficiently as our competitors, or if our competitors develop or utilize more cost-effective or customer-preferred technologies (such as data analytics, artificial intelligence and other new and emerging technologies) that give them a competitive advantage in the proposal bidding and selection process, it could have a material adverse effect on our ability to win and retain business from customers.
Risk factors / competing technology and customer retention · Dépôt 19/02/2026
We also use our combined spend to gain purchasing advantages on products and services such as MEP components, raw materials, services, vehicles, bonding, insurance, and employee benefits.
Business strategy / combined purchasing practices · Dépôt 22/02/2024
We believe that the relative size and strength of our Balance Sheet and surety relationships, as compared to most companies in our industry, represent competitive advantages for us.
MD&A / management's claimed balance-sheet and surety advantage · Dépôt 23/07/2026
CONSOLIDATED BALANCE SHEETS (In Thousands, Except Share Amounts) June 30, December 31, 2026 2025 (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 1,854,794 $ 981,898 Billed accounts receivable, less allowance for credit losses of $23,491 and $19,708, respectively 3,278,811 2,577,858 Unbilled accounts receivable, less allowance for credit losses of $1,636 and $1,508, respectively 136,617 123,197 Other receivables, less allowance for credit losses of $270 and $325, respectively 122,100 116,157 Inventories 104,804 84,066 Prepaid expenses and other 146,723 138,560 Costs and estimated earnings in excess of billings, less allowance for credit losses of $416 and $255, respectively 144,553 88,817 Total current assets 5,788,402 4,110,553 PROPERTY AND EQUIPMENT, NET 653,873 387,952 LEASE RIGHT-OF-USE ASSETS 299,638 322,922 GOODWILL 1,101,475 1,025,515 IDENTIFIABLE INTANGIBLE ASSETS, NET 534,580 485,168 DEFERRED TAX ASSETS 80,920 84,139 OTHER NONCURRENT ASSETS 28,918 24,920 Total assets $ 8,487,806 $ 6,441,169 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Current maturities of long-term debt $ 215 $ 6,163 Accounts payable 771,906 696,348 Accrued compensation and benefits 403,471 291,722 Billings in excess of costs and estimated earnings and deferred revenue 3,231,104 2,120,262 Accrued self-insurance 40,141 42,973 Other current liabilities 321,927 236,382 Total current liabilities 4,768,764 3,393,850 LONG-TERM DEBT 53,849 139,063 LEASE LIABILITIES 273,969 302,590 DEFERRED TAX LIABILITIES 3,892 3,892 OTHER LONG-TERM LIABILITIES 170,063 153,000 Total liabilities 5,270,537 3,992,395 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS’ EQUITY: Preferred stock, $.01 par, 5,000,000 shares authorized, none issued and outstanding — — Common stock, $.01 par, 102,969,912 shares authorized, 41,123,365 and 41,123,365 shares issued, respectively 411 411 Treasury stock, at cost, 5,923,156 and 5,946,145 shares, respectively (517,499) (496,006) Additional paid-in capital 394,107 363,314 Retained earnings 3,340,250 2,581,055 Total stockholders’ equity 3,217,269 2,448,774 Total liabilities and stockholders’ equity $ 8,487,806 $ 6,441,169 The accompanying notes are an integral part of these consolidated financial statements.
Consolidated balance sheets / cash, debt, equity and property investment · Dépôt 23/07/2026
There were no outstanding borrowings on the revolving credit facility as of June 30, 2026.
Debt note / no revolving-credit borrowings at June 30, 2026 · Dépôt 23/07/2026
Historically, approximately 10% to 20% of our business has required bonds.
Commitments and contingencies / historical bonded-business share · Dépôt 23/07/2026
Current market conditions for surety markets and bonding capacity are adequate, with acceptable terms and conditions.
Commitments and contingencies / current surety-market availability · Dépôt 23/07/2026
Some of these competitors and potential competitors have greater financial resources than we do to finance development opportunities and support their operations.
Business / competitors and potential competitors with greater financial resources · Dépôt 19/02/2026
While we believe our customers consider a number of these factors in awarding contracts, a large portion of our work is awarded through a bid process.
Risk factors / competitive bidding · Dépôt 19/02/2026
Consequently, price is often the principal factor in determining which contractor is selected, especially on smaller, less complex projects.
Risk factors / price as a principal selection factor · Dépôt 19/02/2026
CONSOLIDATED STATEMENTS OF OPERATIONS (In Thousands, Except Per Share Data) (Unaudited) Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 REVENUE $ 3,265,656 $ 2,173,319 $ 6,130,988 $ 4,004,605 COST OF SERVICES 2,421,428 1,663,422 4,532,348 3,091,292 Gross profit 844,228 509,897 1,598,640 913,313 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 287,047 210,466 556,043 405,340 GAIN ON SALE OF ASSETS (785) (442) (1,087) (998) Operating income 557,966 299,873 1,043,684 508,971 OTHER INCOME (EXPENSE): Interest income 11,051 2,819 19,563 7,086 Interest expense (1,437) (1,605) (3,615) (3,224) Changes in the fair value of contingent earn-out obligations (2,045) (4,073) (12,415) (7,831) Other 708 (530) 1,172 (506) Other income (expense) 8,277 (3,389) 4,705 (4,475) INCOME BEFORE INCOME TAXES 566,243 296,484 1,048,389 504,496 PROVISION FOR INCOME TAXES 124,641 65,636 236,409 104,359 NET INCOME $ 441,602 $ 230,848 $ 811,980 $ 400,137 INCOME PER SHARE: Basic $ 12.54 $ 6.54 $ 23.06 $ 11.30 Diluted $ 12.53 $ 6.53 $ 23.03 $ 11.28 SHARES USED IN COMPUTING INCOME PER SHARE: Basic 35,221 35,307 35,216 35,415 Diluted 35,254 35,369 35,255 35,486 The accompanying notes are an integral part of these consolidated financial statements.
Consolidated statements of operations / first-half 2026 and 2025 results · Dépôt 23/07/2026
Given the fixed price nature of much of our project work, if our initial estimate of project costs is wrong or we incur cost overruns that cannot be recovered in change orders, we can experience reduced profits or even significant losses on fixed price project work.
MD&A / fixed-price contracts and unrecoverable overruns · Dépôt 23/07/2026
We also perform some project work on a cost-plus or a time and materials basis, under which we are paid our costs incurred plus an agreed-upon profit margin, and such projects are sometimes subject to a guaranteed maximum cost.
MD&A / cost-plus terms and guaranteed maximum costs · Dépôt 23/07/2026
We have procedures to reduce commodity cost exposure, including costs due to tariffs, such as purchasing commodities early for projects, as well as selectively including time or market-based escalation and escape provisions in bids and contracts.
Business / selective escalation and escape provisions · Dépôt 20/02/2025
We have generated positive free cash flow in each of the last 27 calendar years and will continue our emphasis in this area.
MD&A / 27 consecutive calendar years of positive free cash flow · Dépôt 23/07/2026
The same-store revenue growth was largely driven by strong market conditions, including the increase in our backlog.
Results of operations / market conditions driving same-store growth · Dépôt 23/07/2026
The increase in demand has been especially strong in the technology sector, particularly for data centers.
Results of operations / data-center demand · Dépôt 23/07/2026
For the years ended December 31, 2024 and 2023, one customer represented 13.3% and 13.8% of consolidated revenue, respectively, and was included in our mechanical segment revenues.
Segment information / significant customer revenue in 2023 and 2024 · Dépôt 20/02/2025
| 2026 Proxy Statement 37 Table of Contents Compensation Discussion and Analysis Elements of Compensation Elements of Compensation The Company’s executive compensation program consists of four basic elements: COMPENSATION ELEMENT OBJECTIVE KEY CHARACTERISTICS BASE SALARY ● Provide a fixed level of cash compensation for performing day-to-day functions ● Attract and retain strong executive talent ● Levels are evaluated annually by the Committee ● For 2025, base salaries were established based on a number of factors, including each executive’s performance and tenure, advice from the Committee’s independent compensation consultant, and analysis of peer group and survey data and economic conditions ANNUAL INCENTIVE PLAN ● Reward annual financial and individual performance ● Target awards are established as a percentage of base salary ● The majority of each award’s target opportunity is based on the achievement of objective, pre-established goals related to the Company’s EPS and FCF performance LONG-TERM INCENTIVE AWARDS ● Reward long-term Company performance ● Encourage focus on growing stockholder value ● Align management’s interests with stockholders’ interests ● Encourage retention of key management employees, stability, and continuity of leadership ● Awards are provided through a combination of time-vesting RSUs and dollar-denominated PSUs ● Dollar-denominated PSUs are earned based on the achievement of objective, pre-established performance goals, including total shareholder return relative to certain comparable companies and the Company’s EPS performance ● RSUs are subject to a three-year ratable vesting schedule; dollar-denominated PSUs that are earned based on performance cliff vest following the end of a three-year performance period BENEFITS ● Attract and retain strong executive talent ● Provide basic financial stability ● Participation in health, welfare, and retirement benefit plans, generally on the same terms as all other full-time employees of the Company While base salaries, together with health, welfare, and retirement benefits, are designed to provide basic compensation and financial stability, the purpose of annual incentive compensation is primarily to encourage the Company’s executive officers to focus on the execution of the Company’s business strategy and plan for the current year.
Compensation discussion / 2025 incentive metrics and vesting structure · Dépôt 09/04/2026
In 2025, the Committee did not make any adjustments or exercise discretion to exclude any unusual or non-recurring items or acquisition related items to EPS or FCF for purposes of determining levels of achievement under the annual incentive plans.
Compensation discussion / no discretionary metric exclusions for 2025 annual incentives · Dépôt 09/04/2026
2025 CORPORATE FINANCIAL INCENTIVE ACHIEVEMENT LEVELS EPS Incentive Award Achievement FCF Incentive Award Achievement Corporate Financial Incentive Awarded Named Executive Officer Base Salary $ (As a % of Base Salary) (In Dollars) $ (As a % of Base Salary) (In Dollars) $ (As a % of Base Salary) (In Dollars) $ Brian Lane 1,250,000 161.0 % 2,012,500 69.0 % 862,500 230.0 % 2,875,000 William George 775,000 126.0 % 976,500 54.0 % 418,500 180.0 % 1,395,000 Trent McKenna 725,000 126.0 % 913,500 54.0 % 391,500 180.0 % 1,305,000 Laura Howell 575,000 91.0 % 523,250 39.0 % 224,250 130.0 % 747,500 Terrence Reed 450,000 91.0 % 409,500 39.0 % 175,500 130.0 % 585,000 | 2026 Proxy Statement 41 Table of Contents Compensation Discussion and Analysis Allocation Among Compensation Elements Individual Performance Incentive In addition to, and independent from, the Corporate Financial Incentive portion of the annual incentive plan, for 2025 each Named Executive Officer was eligible to receive the Individual Performance Incentive, which is annual incentive compensation based on the executive’s achievement of individual performance goals related to the Company’s business and strategy.
Compensation discussion / actual 2025 financial incentive awards · Dépôt 09/04/2026
Stock Ownership Requirements The Company’s stock ownership requirements provide that within three years of being appointed as an executive officer, or being promoted to such a position, an executive is required to beneficially own Common Stock, taking into account all outstanding vested and unvested stock options, RSUs, PSUs, and shares of stock, having a market value or cost basis, whichever is higher, equal to at least the following multiple of his or her base salary (for purposes of determining an executive’s stock ownership multiple, if an executive holds more than one title subject to a stock ownership requirement, then the title with the higher multiple will apply to such executive): LEVEL BASE SALARY MULTIPLE Chief Executive Officer President Chief Operating Officer Chief Financial Officer General Counsel Senior Vice President Chief Accounting Officer Regional Vice President For purposes of calculating the above multiple, the actual compensation expense incurred by the Company related to the equity award is used only if it is greater than the current market value of the Common Stock subject to the equity award.
Compensation discussion / executive stock ownership requirements and qualifying awards · Dépôt 09/04/2026
The committee is made up solely of independent directors, as defined in the applicable NYSE and SEC rules, and it operates under a written charter, amended and effective as of March 2026, and approved by the Board of Directors, which is available under the “Governance” tab on the Company’s website at http://investors.comfortsystemsusa.com.
Audit committee report / independent membership and written charter · Dépôt 09/04/2026
Lane and George also provide for severance benefits if the executive resigns from the
Termination benefits / legacy executive resignation provision · Dépôt 09/04/2026
Company (with or without good reason) within 90 days following the change in control event.
Termination benefits / resignation within 90 days after change in control · Dépôt 09/04/2026
During the six months ended June 30, 2026, we repurchased less than 0.1 million shares for approximately $8.2 million, inclusive of the applicable excise tax, at an average price of $1,438.19 per share.
Share repurchase program / actual first-half 2026 expenditure · Dépôt 23/07/2026
During the year ended December 31, 2025, we repurchased 0.4 million shares for approximately $217.9 million, inclusive of the applicable excise tax, at an average price of $489.40 per share.
Share repurchase program / actual 2025 expenditure · Dépôt 19/02/2026
Value of Initial Fixed $100 Investment Based on: Year Summary Compensation Table Total for PEO ($)(1) Compensation Actually Paid to PEO ($)(2) Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) Average Compensation Actually Paid to Non-PEO NEOs ($)(2) Total Shareholder Return ($)(3) Peer Group Total Shareholder Return ($)(4) Net Income (thousands) ($)(5) Earnings Per Share ($)(6) (a) (b) (c) (d) (e) (f) (g) (h) (i) 2025 10,620,815 21,202,213 2,842,532 6,976,510 1,814.51 219.76 1,022,558 28.88 2024 8,176,738 14,549,444 2,398,730 5,142,103 821.48 182.40 522,433 14.60 2023 6,635,459 10,681,797 3,226,300 4,022,097 397.06 158.19 323,398 9.01 2022 5,386,708 6,948,812 1,616,978 1,907,821 221.05 114.87 245,947 6.82 2021 4,503,087 7,814,908 1,288,647 1,950,011 188.98 127.67 143,348 3.93 (1) Reflects the amounts of total compensation reported for Mr.
Pay versus performance / five-year earnings and compensation results · Dépôt 09/04/2026
Our average project takes six to nine months to complete, with an average contract price of approximately $3.3 million.
MD&A / average project duration · Dépôt 23/07/2026
During the quarter ended March 31, 2026, the Company revised the form of performance restricted stock unit award agreement under the 2017 Omnibus Incentive Plan to provide that future performance restricted stock unit awards (“PSU”) will be denominated in a specific number of shares rather than a target dollar value.
Other information / adopted revision to future PSU award form · Dépôt 23/04/2026
As discussed at greater length in “Results of Operations” below, we expect price competition to continue as local and regional industry participants compete for customers.
MD&A—price competition · Dépôt 23/07/2026
The same-store revenue growth was largely driven by strong market conditions, including the increase in our backlog.
MD&A—same-store revenue growth · Dépôt 23/07/2026
CONSOLIDATED STATEMENTS OF OPERATIONS (In Thousands, Except Per Share Data) (Unaudited) Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 REVENUE $ 3,265,656 $ 2,173,319 $ 6,130,988 $ 4,004,605 COST OF SERVICES 2,421,428 1,663,422 4,532,348 3,091,292 Gross profit 844,228 509,897 1,598,640 913,313 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 287,047 210,466 556,043 405,340 GAIN ON SALE OF ASSETS (785) (442) (1,087) (998) Operating income 557,966 299,873 1,043,684 508,971 OTHER INCOME (EXPENSE): Interest income 11,051 2,819 19,563 7,086 Interest expense (1,437) (1,605) (3,615) (3,224) Changes in the fair value of contingent earn-out obligations (2,045) (4,073) (12,415) (7,831) Other 708 (530) 1,172 (506) Other income (expense) 8,277 (3,389) 4,705 (4,475) INCOME BEFORE INCOME TAXES 566,243 296,484 1,048,389 504,496 PROVISION FOR INCOME TAXES 124,641 65,636 236,409 104,359 NET INCOME $ 441,602 $ 230,848 $ 811,980 $ 400,137 INCOME PER SHARE: Basic $ 12.54 $ 6.54 $ 23.06 $ 11.30 Diluted $ 12.53 $ 6.53 $ 23.03 $ 11.28 SHARES USED IN COMPUTING INCOME PER SHARE: Basic 35,221 35,307 35,216 35,415 Diluted 35,254 35,369 35,255 35,486 The accompanying notes are an integral part of these consolidated financial statements.
Consolidated Statements of Operations—three and six months ended June 30, 2026 and 2025 · Dépôt 23/07/2026
As discussed at greater length in “Results of Operations” below, we expect price competition to continue as local and regional industry participants compete for customers.
Discussion of expected price competition · Dépôt 23/07/2026
The same-store revenue growth was largely driven by strong market conditions, including the increase in our backlog.
Discussion of same-store revenue growth · Dépôt 23/07/2026
CONSOLIDATED STATEMENTS OF OPERATIONS (In Thousands, Except Per Share Data) (Unaudited) Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 REVENUE $ 3,265,656 $ 2,173,319 $ 6,130,988 $ 4,004,605 COST OF SERVICES 2,421,428 1,663,422 4,532,348 3,091,292 Gross profit 844,228 509,897 1,598,640 913,313 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 287,047 210,466 556,043 405,340 GAIN ON SALE OF ASSETS (785) (442) (1,087) (998) Operating income 557,966 299,873 1,043,684 508,971 OTHER INCOME (EXPENSE): Interest income 11,051 2,819 19,563 7,086 Interest expense (1,437) (1,605) (3,615) (3,224) Changes in the fair value of contingent earn-out obligations (2,045) (4,073) (12,415) (7,831) Other 708 (530) 1,172 (506) Other income (expense) 8,277 (3,389) 4,705 (4,475) INCOME BEFORE INCOME TAXES 566,243 296,484 1,048,389 504,496 PROVISION FOR INCOME TAXES 124,641 65,636 236,409 104,359 NET INCOME $ 441,602 $ 230,848 $ 811,980 $ 400,137 INCOME PER SHARE: Basic $ 12.54 $ 6.54 $ 23.06 $ 11.30 Diluted $ 12.53 $ 6.53 $ 23.03 $ 11.28 SHARES USED IN COMPUTING INCOME PER SHARE: Basic 35,221 35,307 35,216 35,415 Diluted 35,254 35,369 35,255 35,486 The accompanying notes are an integral part of these consolidated financial statements.
Consolidated Statements of Operations, periods ended June 30, 2026 and 2025 · Dépôt 23/07/2026
