Form 8-K DYCOM INDUSTRIES INC For: Aug 04

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August 4, 2026 4:34 PM EDT

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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): August 4, 2026

DYCOM INDUSTRIES, INC.

(Exact name of Registrant as specified in its charter)

Florida

001-10613

59-1277135

(State or other jurisdiction of incorporation)

(Commission file number)

(I.R.S. employer identification no.)

300 Banyan Blvd., Suite 1101

West Palm Beach,

33401

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (561) 627-7171

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-4c))

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, par value $0.33 1/3 per share

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 4, 2026, the Board of Directors (the “Board”) of Dycom Industries, Inc. (the “Company”) appointed each of Mr. David J. Fallon and Mr. Michael C. Lenz to its Board, effective the same date.

Each of Mr. Fallon and Mr. Lenz will be entitled to director compensation consistent with that of other non-employee directors, as further described under the caption “Director Compensation” in the Company’s proxy statement for its 2026 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on April 16, 2026. Each of Mr. Fallon’s and Mr. Lenz’s compensation will be prorated based upon the date he was appointed to the Board and their respective compensation, together with that of the other non-employee directors, is subject to change upon an action of the Board.

Mr. Fallon and Mr. Lenz were each appointed for a term to expire concurrently with the terms of the other members of the Board at the Company’s calendar year 2027 Annual Meeting of Shareholders, at which each of Mr. Fallon and Mr. Lenz will stand for election. Mr. Fallon and Mr. Lenz were each determined by the Board to be independent under the requirements of the New York Stock Exchange and under the Company’s Corporate Governance Guidelines. The Board has not appointed either Mr. Fallon or Mr. Lenz to any committees of the Board.

Neither Mr. Fallon nor Mr. Lenz is a party to any arrangement or understanding regarding their respective appointments to the Board and neither has any family relationship with any of the Company’s executive officers or directors. Neither Mr. Fallon nor Mr. Lenz is a party to any transaction with the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with Mr. Fallon’s and Mr. Lenz’s appointments, the Board has increased the number of board members from nine to eleven.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits


99.1			Press release, dated as of August 4, 2026, issued by the Company regarding the appointment of Mr. Fallon and Mr. Lenz to the Board of Directors.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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 thereunto duly authorized.

Dated: August 4, 2026