10-K – 2026-02-26 – strl-20251231.htm

Board of Directors and Shareholders
Sterling Infrastructure, Inc.

Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Sterling Infrastructure, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 26, 2026 expressed an unqualified opinion.
Basis for opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue recognition over time
As described further in note 2 to the consolidated financial statements, revenues derived from certain contracts in the Transportation Solutions, E-infrastructure Solutions, and Building Solutions segments are recognized as the performance obligations are satisfied over time. The Company uses a ratio of project costs incurred to estimated total costs for each contract to recognize revenue. Under the cost-to-cost measure, the determination of progress towards completion requires management to prepare estimates of the costs to complete. We identified revenue recognized over time to be a critical audit matter.
The principal consideration for our determination that revenue recognized over time is a critical audit matter is that auditing management’s estimate of the progress toward completion of its projects was complex and subjective. Considerable auditor judgment was required to evaluate management’s determination of the forecasted costs to complete its contracts as future results may vary significantly from past estimates due to changes in facts and circumstances.

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Our audit procedures related to revenue recognized over time included the following, among others.
• We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s internal controls related to the initial and ongoing monitoring of changes in the contract cost-to-cost estimates.
• For a selection of contracts, we tested the Company’s cost-to-cost estimates by evaluating the appropriate application of the cost-to-cost method, testing the significant assumptions used to develop the estimated cost to complete and testing the completeness and accuracy of the underlying data.

/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2001.
Houston, Texas
February 26, 2026
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 
 
Board of Directors and Shareholders
Sterling Infrastructure, Inc.

Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Sterling Infrastructure, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2025, and our report dated February 26, 2026 expressed an unqualified opinion on those financial statements.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting (“Management’s Report”). Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of Drake Concrete, LLC (“Drake”) and CEC Facilities Group, LLC (“CEC Facilities”), whose financial statements, in the aggregate, reflect total assets and revenues constituting 30% and 9% respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025. As indicated in Management’s Report, Drake and CEC Facilities were acquired during 2025. Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of Drake and CEC Facilities.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ GRANT THORNTON LLP
 
Houston, Texas
February 26, 2026
38

STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)

Years Ended December 31,
  2025 2024 2023

Revenues $ 2,490,049   $ 2,115,756   $ 1,972,229  
Cost of revenues ( 1,917,735 ) ( 1,689,633 ) ( 1,634,591 )
Gross profit 572,314   426,123   337,638  
General and administrative expense ( 154,814 ) ( 118,424 ) ( 98,703 )
Intangible asset amortization ( 22,188 ) ( 17,037 ) ( 15,226 )
Acquisition related costs ( 8,327 ) ( 421 ) ( 873 )
Earn-out income (expense)
731   ( 4,756 ) 669  
Other operating income (expense), net
18,200   ( 20,863 ) ( 17,710 )
Operating income 405,916   264,622   205,795  
Interest income 22,347   27,622   14,140  
Interest expense ( 19,786 ) ( 25,255 ) ( 29,320 )
Gain on deconsolidation of subsidiary, net —   91,289   —  
Income before income taxes 408,477   358,278   190,615  
Income tax expense ( 98,752 ) ( 87,360 ) ( 47,770 )
Net income, including noncontrolling interests 309,725   270,918   142,845  
Less: Net income attributable to noncontrolling interests ( 19,572 ) ( 13,457 ) ( 4,190 )
Net income attributable to Sterling common stockholders $ 290,153   $ 257,461   $ 138,655  

Net income per share attributable to Sterling common stockholders:
Basic $ 9.50   $ 8.35   $ 4.51  
Diluted $ 9.38   $ 8.27   $ 4.44  

Weighted average common shares outstanding:
Basic 30,542   30,830   30,755  
Diluted 30,947   31,146   31,208  

The accompanying Notes are an integral part of these Consolidated Financial Statements.
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STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)

December 31, 2025 December 31, 2024
Assets
Current assets:
Cash and cash equivalents ($ 76,154 and $ 97,796 related to variable interest entities (“VIEs”))
$ 390,721   $ 664,195  
Accounts receivable ($ 29,196 and $ 17,851 related to VIEs)
501,163   247,050  
Contract assets ($ 5,057 and $ 0 related to VIEs)
101,154   55,387  
Receivables from and equity in construction joint ventures 6,179   5,811  
Receivable from affiliate (Note 19)
—   32,054  
Other current assets 35,245   17,383  
Total current assets 1,034,462   1,021,880  
Property and equipment, net 278,269   236,795  
Investment in unconsolidated subsidiary 105,813   107,400  
Operating lease right-of-use assets, net 58,167   52,668  
Goodwill 585,221   264,597  
Other intangibles, net 554,702   316,390  

Other non-current assets, net 17,197   17,044  
Total assets $ 2,633,831   $ 2,016,774  

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable ($ 22,104 and $ 23,964 related to VIEs)
$ 226,810   $ 130,420  
Contract liabilities ($ 89,630 and $ 51,660 related to VIEs)
652,357   508,846  
Current maturities of long-term debt 15,146   26,423  
Current portion of long-term lease obligations 18,679   20,498  
Accrued compensation 62,657   36,774  
Other current liabilities 46,805   18,997  
Total current liabilities 1,022,454   741,958  
Long-term debt 275,903   289,898  
Long-term lease obligations 40,186   32,455  
Deferred tax liability, net 123,145   109,360  
Other long-term liabilities 65,708   16,625  
Total liabilities 1,527,396   1,190,296  
Commitments and contingencies (Note 11)

Stockholders’ equity:
Common stock, par value $ 0.01 per share; 58,000 shares authorized,
31,455 and 31,170 shares issued and 30,682 and 30,669 shares outstanding
315   312  
Additional paid in capital 366,101   288,395  
Treasury stock, at cost: 773 and 501 shares
( 130,547 ) ( 63,121 )
Retained earnings 872,648   582,495  

Total Sterling stockholders’ equity 1,108,517   808,081  
Noncontrolling interests ( 2,082 ) 18,397  
Total stockholders’ equity 1,106,435   826,478  
Total liabilities and stockholders’ equity $ 2,633,831   $ 2,016,774  

The accompanying Notes are an integral part of these Consolidated Financial Statements.
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STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

Years Ended December 31,
2025 2024 2023
Cash flows from operating activities:
Net income $ 309,725   $ 270,918   $ 142,845  
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 77,114   68,410   57,403  
Amortization of debt issuance costs and non-cash interest 787   1,146   1,727  
Gain on disposal of property and equipment ( 2,837 ) ( 3,473 ) ( 5,286 )
Gain on deconsolidation of subsidiary, net —   ( 91,289 ) —  
Distribution of earnings from unconsolidated subsidiary
23,803   —   —  
Equity in earnings from unconsolidated subsidiary ( 15,934 ) —   —  
Deferred taxes 13,786   32,573   14,746  
Stock-based compensation 24,181   19,003   14,622  

Changes in operating assets and liabilities (Note 17)
9,363   199,816   252,527  
Net cash provided by operating activities 439,988   497,104   478,584  
Cash flows from investing activities:
Acquisitions, net of cash acquired ( 482,333 ) ( 11,223 ) ( 51,177 )
Disposition proceeds
2,000   —   14,000  
Deconsolidation, net of cash
—   ( 103,829 ) —  
Capital expenditures ( 77,312 ) ( 80,954 ) ( 64,379 )
Proceeds from sale of property and equipment 5,722   10,157   13,804  
Net cash used in investing activities ( 551,923 ) ( 185,849 ) ( 87,752 )
Cash flows from financing activities:
Cash received from credit facility —   —   2,562  
Repayments of debt ( 24,860 ) ( 26,539 ) ( 93,491 )
Repurchase of common stock ( 74,200 ) ( 70,596 ) —  
Distributions to noncontrolling interest owners ( 40,051 ) —   ( 2,450 )
Withholding taxes paid on net share settlement of equity awards ( 21,019 ) ( 21,452 ) ( 9,567 )
Debt issuance costs ( 1,409 ) —   ( 1,572 )
Other —   ( 36 ) ( 16 )
Net cash used in financing activities ( 161,539 ) ( 118,623 ) ( 104,534 )
Net change in cash, cash equivalents, and restricted cash ( 273,474 ) 192,632   286,298  
Cash, cash equivalents and restricted cash at beginning of period 664,195   471,563   185,265  
Cash, cash equivalents and restricted cash at end of period 390,721   664,195   471,563  
Less: restricted cash —   —   —  

Cash and cash equivalents at end of period $ 390,721   $ 664,195   $ 471,563  

Supplemental disclosures of cash flow information:
Cash paid during the period for interest $ 17,842   $ 23,383   $ 27,011  
Cash paid during the period for income taxes $ 81,074   $ 53,072   $ 36,906  
Non-cash items:
Share consideration for acquisitions
$ 79,458   $ 1,000   $ —  

Accrued capital expenditures
$ 4,988   $ 1,868   $ 12,506  

The accompanying Notes are an integral part of these Consolidated Financial Statements.
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STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands)

STERLING INFRASTRUCTURE, INC. STOCKHOLDERS
Common Stock Additional Paid in Capital Treasury Stock Retained Earnings (Deficit) Total Sterling Stockholders’ Equity Non-controlling Interests Total Stockholders’ Equity
Shares Amount Shares Amount
Balance at December 31, 2022 30,585   $ 306   $ 287,914   —   $ —   $ 186,379   $ 474,599   $ 3,200   $ 477,799  
Net income —  —  —  —  —  138,655   138,655   4,190   142,845  
Stock-based compensation —  —  14,332   —  —  —  14,332   —  14,332  
Distributions to NCI owners —  —  —  —  —  —  —  ( 2,450 ) ( 2,450 )
Issuance of stock 515   3   907   —  —  —  910   —  910  
Shares withheld for taxes ( 174 ) —  ( 9,567 ) —  —  —  ( 9,567 ) —  ( 9,567 )
Other —  —  ( 16 ) —  —  —  ( 16 ) —  ( 16 )
Balance at December 31, 2023 30,926   $ 309   $ 293,570   —   $ —   $ 325,034   $ 618,913   $ 4,940   $ 623,853  
Net income —  —  —  —  —  257,461   257,461   13,457   270,918  
Stock-based compensation —  —  21,328   —  —  —  21,328   —  21,328  
Repurchase of common stock ( 604 ) —  —  604   ( 70,596 ) —  ( 70,596 ) —  ( 70,596 )
Issuance of stock 522   3   ( 13,452 ) ( 154 ) 15,912   —  2,463   —  2,463  
Shares withheld for taxes ( 175 ) —  ( 13,015 ) 51   ( 8,437 ) —  ( 21,452 ) —  ( 21,452 )
Other —  —  ( 36 ) —  —  —  ( 36 ) —  ( 36 )
Balance at December 31, 2024 30,669   $ 312   $ 288,395   501   $ ( 63,121 ) $ 582,495   $ 808,081   $ 18,397   $ 826,478  
Net income —  —  —  —  —  290,153   290,153   19,572   309,725  
Stock-based compensation —  —  24,030   —  —  —  24,030   —  24,030  
Repurchase of common stock ( 440 ) —  —  440   ( 74,200 ) —  ( 74,200 ) —  ( 74,200 )
Distributions to NCI owners —  —  —  —  —  —  —  ( 40,051 ) ( 40,051 )
Issuance of stock 265   —  ( 25,779 ) ( 265 ) 27,793   —  2,014   —  2,014  
Shares withheld for taxes ( 97 ) —  —  97   ( 21,019 ) —  ( 21,019 ) —  ( 21,019 )
Stock issued for CEC acquisition 285   3   79,455   —  —  —  79,458   —  79,458  

Balance at December 31, 2025 30,682   $ 315   $ 366,101   773   $ ( 130,547 ) $ 872,648   $ 1,108,517   $ ( 2,082 ) $ 1,106,435  

The accompanying Notes are an integral part of these Consolidated Financial Statements.
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STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
($ and share values in thousands, except per share data)

1. NATURE OF OPERATIONS

Business Summary
Sterling Infrastructure, Inc., (“Sterling,” “the Company,” “we,” “our” or “us”), a Delaware corporation, operates through a variety of subsidiaries within three segments specializing in E-Infrastructure, Transportation and Building Solutions in the United States, primarily across the Southern, Northeastern, Mid-Atlantic and Rocky Mountain regions and the Pacific Islands. E-Infrastructure Solutions provides advanced, large-scale site development services and mission-critical electrical services for data centers, semiconductor fabrication, manufacturing, distribution centers, warehousing, power generation and more. Transportation Solutions includes infrastructure and rehabilitation projects for highways, roads, bridges, airports, ports, rail and storm drainage systems. Building Solutions includes residential and commercial concrete foundations for single-family and multi-family homes, parking structures, elevated slabs, other concrete work, plumbing services, and surveys for new single-family residential builds. From strategy to operations, we are committed to sustainability by operating responsibly to safeguard and improve society’s quality of life. Caring for our people and our communities, our customers and our investors – that is The Sterling Way.

2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation
Presentation Basis— The accompanying Consolidated Financial Statements are presented in accordance with accounting policies generally accepted in the United States (“GAAP”) and reflect all wholly owned subsidiaries and those entities the Company is required to consolidate. See the “ 50 % Owned Subsidiary” and “Construction Joint Ventures” sections of this Note for further discussion of the Company’s consolidation policy for those entities that are not wholly owned. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation have been included. All significant intercompany accounts and transactions have been eliminated in consolidation. Values presented within tables (excluding per share data) are in thousands. Reclassifications have been made to historical financial data in the Consolidated Financial Statements to conform to the current year presentation.
Estimates and Judgments— The preparation of the accompanying Consolidated Financial Statements in conformance with GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Certain accounting estimates of the Company require a higher degree of judgment than others in their application. These include the recognition of revenue and earnings from construction contracts over time, the valuation of long-lived assets, goodwill and purchase accounting estimates. Management continually evaluates all of its estimates and judgments based on available information and experience; however, actual results could differ from these estimates.
Significant Accounting Policies
     Revenue Recognition— Our revenue is derived primarily from long-term contracts for customers in our E-Infrastructure Solutions and Transportation Solutions business segments, as well as short-term projects for customers in our Building Solutions business segment. Accounting treatment for these contracts in accordance with Accounting Standards Update (“ASU”) 2014-09 (Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers ) is as follows:
• Performance Obligations Satisfied Over Time
Recognition of Performance Obligations— A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in the revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Transportation Solutions and Business Solutions Commercial projects typically span between 12 to 36 months, and E-Infrastructure Solutions projects are between 6 to 24 months. The majority of our contracts have a single performance obligation, as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct. Occasionally, some contracts have multiple performance obligations, most commonly due to the contract covering multiple phases of the project life cycle (design and construction).
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STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Revenues are recognized as our obligations are satisfied over time, using the ratio of project costs incurred to estimated total costs for each contract because of the continuous transfer of control to the customer as all of the work is performed at the customer’s site and, therefore, the customer controls the asset as it is being constructed. This continuous transfer of control to the customer is further supported by clauses in the contract that allow the customer to unilaterally terminate the contract for convenience, pay the Company for costs incurred plus a reasonable profit and take control of any work in process. This cost-to-cost measure is used because management considers it to be the best available measure of progress on these contracts. Contract costs include all direct material, labor, subcontract and other costs and those indirect costs determined to relate to contract performance, such as indirect salaries and wages, equipment repairs and depreciation, insurance and payroll taxes.
Items Excluded from Cost-to-Cost— Pre-contract costs are generally not material and are charged to expense as incurred, but in certain cases pre-contract recognition may be deferred if specific probability criteria are met. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined.
Variable Consideration— Contract modifications through change orders, claims and incentives are routine in the performance of the Company’s contracts to account for changes in the contract specifications or requirements. In most instances, contract modifications are not distinct from the existing contract due to the significant integration of services provided in the contract and are accounted for as a modification of the existing contract and performance obligation. Either the Company or its customers may initiate change orders, which may include changes in specifications or designs, manner of performance, facilities, equipment, materials, sites and period of completion of the work. Change orders that are unapproved as to both price and scope are evaluated as claims. The Company considers claims to be amounts in excess of approved contract prices that the Company seeks to collect from its customers or others for customer-caused delays, errors in specifications and designs, contract terminations, change orders that are either in dispute or are unapproved as to both scope and price, or other causes of unanticipated additional contract costs.
The Company estimates variable consideration for a performance obligation at the most likely amount to which the Company expects to be entitled (or the most likely amount the Company expects to incur in the case of liquidated damages), utilizing estimation methods that best predict the amount of consideration to which the Company will be entitled (or will incur in the case of liquidated damages). The Company includes variable consideration in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in transaction price are based largely on an assessment of its anticipated performance and all information (historical, current and forecasted) that is reasonably available to the Company.
The effect of variable consideration on the transaction price of a performance obligation is recognized as an adjustment to revenue on a cumulative catch-up basis. To the extent unapproved change orders and claims reflected in transaction price (or excluded from transaction price in the case of liquidated damages) are not resolved in the Company’s favor, or to the extent incentives reflected in transaction price are not earned, there could be reductions in, or reversals of, previously recognized revenue.
• Performance Obligations Satisfied at a Point-in-Time
Revenue for our Residential contracts is recognized at a point in time and utilizes an output measure for performance based on the completion of a unit of work (e.g., completion of concrete foundation). The time from starting construction to completion is typically two weeks or less. Upon fulfillment of the performance obligation, the customer is provided an invoice (or equivalent) demonstrating transfer of control to the customer.
Accounts Receivable— Receivables are generally based on amounts billed to the customer in accordance with contractual provisions. Receivables are written off based on the individual credit evaluation and specific circumstances of the customer, when such treatment is warranted. The Company performs a review of outstanding receivables, historical collection information and existing economic conditions to determine if there are potential uncollectible receivables. At December 31, 2025 and 2024, our allowance for our estimate of expected credit losses was zero . The balance of accounts receivable at December 31, 2023 was $ 252,435 , with changes during 2024 and 2025 primarily driven by the timing of billings and collections under customer contracts.
As is customary, we have agreed to indemnify our bonding company for all losses incurred by it in connection with bonds that are issued, and we have granted our bonding company a security interest in certain assets, including accounts receivable, as collateral for such obligations.
44

STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Contracts in Progress— For performance obligations satisfied over time, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., biweekly or monthly) or upon achievement of contractual milestones. Typically, Sterling bills for advances or deposits from its customers before revenue is recognized, resulting in contract liabilities. However, the Company occasionally bills subsequent to revenue recognition, resulting in contract assets.
Many of the contracts under which the Company performs work also contain retainage provisions. Retainage refers to that portion of our billings held for payment by the customer pending satisfactory completion of the project. Unless reserved, the Company assumes that all amounts retained by customers under such provisions are fully collectible. At December 31, 2025 and 2024, contract assets included $ 40,747 and $ 38,111 of retainage, respectively, and contract liabilities included $ 147,580 and $ 91,917 of retainage, respectively. Retainage on active contracts is classified as current regardless of the term of the contract and is generally collected within one year of the completion of a contract. We anticipate collecting approximately 70 % of our December 31, 2025 retainage in 2026. Retainage is reported on the Consolidated Balance Sheets within “Contract assets” and “Contract liabilities” on a contract-by-contract basis at the end of each reporting period.
Contract assets increased by $ 45,767 compared to December 31, 2024, primarily due to the acquisition of CEC (see Note 3 - Acquisitions for more information), higher unbilled revenue, and an increase in retainage. Contract liabilities increased by $ 143,511 compared to December 31, 2024, due to the timing of advance billings and work progression and the acquisition of CEC, partly offset by an increase in retainage. Revenue recognized for the year ended December 31, 2025 that was included in the contract liability balance on December 31, 2024 was $ 382,775 . The balances of contract assets and contract liabilities at December 31, 2023 were $ 88,600 and $ 444,160 , respectively, with changes during 2024 reflecting the timing of advance billings, revenue recognition, and retainage activity. Revenue recognized for the year ended December 31, 2024 that was included in the contract liability balance on December 31, 2023 was $ 357,581 .
50% Owned Subsidiary— Since 2012, the Company has held a 50 % ownership interest in Road and Highway Builders, LLC (“RHB”), with Rich Buenting holding the remaining 50 % ownership interest. Historically, the Company fully consolidated the entity as a result of its exercise of control of the entity. On December 31, 2024, the parties executed an amendment to the RHB operating agreement to ensure the continuation of this mutually beneficial relationship while addressing the evolving needs and interest of both parties. This amendment modified the way RHB would be dispositioned in the event of the death or disability of Mr. Buenting and provides that in such event, Sterling and Mr. Buenting’s estate must agree on one of four alternatives: (1) continuation of the existing ownership structure, (2) acquisition of Sterling’s 50 % interest by Mr. Buenting’s estate at fair market value; (3) acquisition of Mr. Buenting’s 50 % interest by Sterling at fair market value; or (4) the joint sale of RHB to a third party at fair market value.
Under GAAP, this contractual change required Sterling to no longer consolidate RHB’s results with its own and to use equity method accounting with respect to Sterling’s interest in the entity. Beginning January 1, 2025, the Company reports its portion of RHB’s income as a single line item (“Other operating income (expense), net”) in the Consolidated Statements of Operations and reports its interest in RHB at December 31, 2024 and thereafter, as a single line item (“Investment in unconsolidated subsidiary”) in the Consolidated Balance Sheets. RHB’s revenue is no longer included in Sterling’s consolidated revenue in 2025 and Sterling’s consolidated remaining performance obligations (“RPOs”) as of December 31, 2024 and thereafter, do not include RHB’s RPOs.
Prior to the contractual change, the subsidiary had a mandatory redemption provision which, under circumstances outlined in the previous operating agreement, was certain to occur and obligated the Company to purchase the partner’s remaining 50 % interests for $ 20,000 . This amount, along with any undistributed earnings, were included in “Members’ interest subject to mandatory redemption and undistributed earnings” within the Consolidated Balance Sheets as a liability. Upon the contractual change, we derecognized the liability and recognized our retained equity method interest in RHB at fair value, resulting in a net gain to the Company on December 31, 2024. See Note 5 - 50% Owned Subsidiary for more information.
Construction Joint Ventures— In the ordinary course of business, the Company executes specific projects and conducts certain operations through joint venture arrangements (referred to as “joint ventures”). The Company has various ownership interests in these joint ventures, with such ownership typically proportionate to the Company’s decision making and distribution rights.
Each joint venture is assessed at inception and on an ongoing basis as to whether it qualifies as a Variable Interest Entity (“VIE”) under the consolidations guidance in ASC Topic 810. If at any time a joint venture qualifies as a VIE, the Company performs a qualitative assessment to determine whether the Company is the primary beneficiary of the VIE and therefore needs to consolidate the VIE.
If the Company determines it is not the primary beneficiary of the VIE or only has the ability to significantly influence, rather than control the joint venture, it is not consolidated. The Company accounts for unconsolidated joint ventures using a
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STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

pro-rata basis in the Consolidated Statements of Operations and as a single line item (“Receivables from and equity in construction joint ventures”) in the Consolidated Balance Sheets. This method is a permissible modification of the equity method of accounting which is a common practice in the construction industry.
Cash, Cash Equivalents and Restricted Cash— Our cash and cash equivalents are comprised of highly liquid investments with original maturities of three months or less. The Company maintains its cash and cash equivalents at major financial institutions. The cash and cash equivalents balance at one or more of these financial institutions exceeds the Federal Depository Insurance Corporation (“FDIC”) insurance coverage. The Company periodically assesses the credit risk associated with these financial institutions and believes that the risk of loss is minimal. There was no restricted cash included in “Other current assets” on the Consolidated Balance Sheets at December 31, 2025 and 2024. Restricted cash primarily represents cash deposited by the Company into separate accounts and designated as collateral for standby letters of credit in the same amount in accordance with contractual agreements.
Property and Equipment— Property and equipment are recorded at cost and depreciated on a straight-line basis over their estimated useful lives, including buildings and improvements ( 5 to 39 years) and plant and field equipment ( 5 to 20 years). Renewals and betterments that substantially extend the useful life of an asset are capitalized and depreciated. Leasehold improvements are depreciated over the lesser of the useful life of the asset or the applicable lease term. See Note 7 - Property and Equipment for disclosure of the components of property and equipment.
Lease Arrangements— In the ordinary course of business, the Company enters into a variety of lease arrangements, including operating and finance leases.
• Operating & Finance Leases— The Company determines if an arrangement is a lease at inception. The operating lease right-of-use (“ROU”) assets are included within the Company’s non-current assets and lease liabilities are included in current or non-current liabilities on the Company’s Consolidated Balance Sheets. Finance leases are included in “Property and equipment,” “Current maturities of long-term debt” and “Long-term debt” on the Company’s Consolidated Balance Sheets. ROU assets represent the Company’s right to use, or control the use of, a specified asset for the lease term. Lease liabilities are the Company’s obligation to make lease payments arising from a lease and are measured on a discounted basis. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term on the commencement date. The operating lease ROU asset includes any lease payments made and initial direct costs incurred and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments continues to be recognized on a straight-line basis over the lease term.
Goodwill— Goodwill represents the excess of the cost of companies acquired over the fair value of their net assets at the dates of acquisition. Goodwill is not amortized, but instead is reviewed for impairment at least annually at a reporting unit level, absent any interim indicators of impairment. Interim testing for impairment is performed if indicators of potential impairment exist. We perform our annual impairment assessment during the fourth quarter of each year which typically consists of a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its net book value, including goodwill. Factors used in our qualitative assessment include, but are not limited to, macroeconomic conditions, market conditions, cost factors, overall financial performance and Company and reporting unit specific events. If we identify a potential impairment in our qualitative assessment, we perform a quantitative assessment by comparing the fair value of the applicable reporting unit to its net book value, including goodwill. To determine the fair value of our reporting units and test for impairment, we utilize an income approach (discounted cash flow method) as we believe this is the most direct approach to incorporate the specific economic attributes and risk profiles of our reporting units into our valuation model. We generally do not utilize a market approach, given the lack of relevant information generated by market transactions involving comparable businesses. However, to the extent market indicators of fair value become available, we would consider such market indicators in our discounted cash flow analysis and determination of fair value. Refer to Note 8 - Goodwill and Other Intangible Assets for our disclosure regarding goodwill impairment testing.
Evaluating Impairment of Other Intangible Assets and Other Long-Lived Assets— Our finite-lived intangible assets are amortized over their estimated remaining useful economic lives utilizing a straight-line method. When events or changes in circumstances indicate that finite-lived intangible and other long-lived assets may be impaired, an evaluation is performed. If the asset or asset group fails the recoverability test, we will perform a fair value measurement to determine and record an impairment charge. See Note 8 - Goodwill and Other Intangible Assets for further discussion.
Federal and State Income Taxes— We determine deferred income tax assets and liabilities using the balance sheet method. Under this method, the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

rates and laws. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. We recognize the financial statement benefit of a tax position only after determining the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. As a result of the Company’s analysis, management has determined the Company has an Uncertain Tax Position (“UTP”) liability of $ 5,214 and an additional liability related to the UTP for penalties of $ 1,043 and interest of $ 1,225 at December 31, 2025. The Company’s policy is to recognize interest related to any underpayment of taxes as interest expense and penalties as administrative expense. Refer to Note 12 - Income Taxes for further information regarding our federal and state income taxes.
Recently Adopted Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosure” which requires companies to disclose disaggregated information about a reporting entity’s effective tax rate reconciliation, using both percentages and reporting currency amounts for specific standardized categories. Separate disclosures are required for any reconciling items that are equal to or greater than a specified quantitative threshold. The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. This ASU affects financial statement disclosure only, and its adoption in the fourth quarter of 2025 did not impact our results of operations or financial position. See Note 12 - Income Taxes for the disclosure of the disaggregated effective tax rate reconciliation.
New Accounting Pronouncements
In November 2024, the FASB issued ASU No. 2024-03, “Disaggregation of Income Statement Expenses” which requires companies to disclose disaggregated information for prescribed expense categories within relevant income statement expense line items. The guidance is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adopting the standard and plans to adopt the provisions of ASU 2024-03 in fiscal year 2027. This ASU affects financial statement disclosure only, and its adoption will not affect our results of operations or financial position.

3. ACQUISITIONS

CEC Acquisition
On September 1, 2025, Sterling acquired substantially all of the assets of Irving, Texas-based CEC Facilities Group, LLC, et. al. (“CEC”) (the “CEC Acquisition”). The integration of CEC, a premier electrical and mechanical specialty contractor, broadens Sterling's array of valuable E-Infrastructure services, extends the segment into the next critical phases of the project lifecycle, and creates significant opportunities to cross-sell services. The CEC Acquisition is accounted for using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations . The results of CEC since the date of acquisition are included within our E-Infrastructure Solutions segment.
Purchase Consideration— Sterling completed the CEC Acquisition for a purchase price of $ 561,589 , detailed as follows:

Cash consideration transferred $ 442,937  
Equity consideration transferred ( 285 shares at $ 278.53 per share (1) )
79,458
Earn-out (2)
39,194

Total fair value of consideration $ 561,589  

(1) Sterling’s closing stock price on August 29, 2025.
(2) The earn-out arrangement requires the Company to pay up to $ 80,000 based upon CEC’s achievement of certain operating income targets.
Preliminary Purchase Price Allocation— The aggregate purchase price noted above was allocated to the assets and liabilities acquired based upon their estimated fair values at the acquisition closing date, which were based, in part, upon a preliminary external appraisal and valuation of certain assets, including specifically identified intangible assets. The excess of the fair value of consideration over the preliminary estimated fair value of the net tangible and identifiable intangible assets acquired totaling $ 308,856 was recorded as goodwill. This goodwill represents the value of expected future earnings and cash flows, as well as the synergies created by the integration of the new business within our organization, including cross-selling opportunities to help strengthen our existing service offerings and expand our market position. The goodwill and intangibles related to the acquisition are expected to be deductible for tax purposes.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes our preliminary purchase price allocation at the acquisition closing date, net of cash acquired:

Net tangible assets:
Accounts receivable $ 73,549  
Contract assets 40,632  
Other current assets 20,117  
Property and equipment, net 15,363  
Other non-current assets, net 25,820  
Accounts payable ( 45,460 )
Contract liabilities ( 53,555 )
Current portion of long-term lease obligations ( 3,860 )
Other current and non-current liabilities ( 47,673 )
Total net tangible assets 24,933  
Identifiable intangible assets 227,800  
Goodwill 308,856  
Total fair value of consideration transferred $ 561,589  

The purchase price allocation for the CEC Acquisition is preliminary. Amounts provisionally assigned to working capital, identifiable intangible assets, and certain other assets and liabilities are subject to change as we complete our valuation procedures. We expect to finalize the allocation as soon as practicable within the measurement period, which will not exceed one year from the acquisition date. Measurement‑period adjustments, if any, will be recorded in the period they are identified and may affect the amounts recognized for assets acquired, liabilities assumed, goodwill, and the intangible amortization in our results of operations. During the year ended December 31, 2025, the total consideration and purchase price allocation changed by $ 811 , primarily due to the finalization of the contractually required working capital and closing cash true-up adjustments.
Identifiable Intangible Assets — Intangible assets identified as part of the CEC Acquisition are reflected in the table below and are recorded at their estimated fair value, as determined by the Company’s management, based on available information which includes a preliminary valuation from external experts. The estimated useful lives for intangible assets were determined based upon the remaining useful economic lives of the intangible assets that are expected to contribute directly or indirectly to future cash flows.

Weighted Average Life (Years) September 1, 2025
Fair Value
Customer relationships (1)
25 $ 156,300  
Trade names (2)
25 71,500  
Total $ 227,800  

(1) The customer relationship intangible asset was valued using the multi‑period excess earnings method (MPEEM), an income‑based approach. This method estimates the present value of the future cash flows attributable to existing customers with consideration given to estimated customer attrition rates. Significant assumptions used in the valuation included projected revenues, operating margins, a customer attrition rate of 10 %, and a discount rate reflecting the risk inherent in the projected cash flows of 13.5 %.
(2) The trade name intangible asset was valued using the relief‑from‑royalty method. Significant assumptions used in the valuation included projected revenues, an estimated royalty rate of 1.5 %, and a discount rate of 12.5 %.
Supplemental Pro Forma Information (Unaudited) — The following unaudited pro forma combined financial information (“the pro forma financial information”) gives effect to the CEC Acquisition and related events as if they occurred at the beginning of the earliest comparative period and includes adjustments to (1) include additional intangible asset amortization associated with the CEC Acquisition (approximately $ 9,100 annually), (2) include tax and interest impacts, and (3) include the pro forma results of CEC for the periods ended December 31, 2025 and 2024, respectively. Additionally, the supplemental pro forma earnings were adjusted to exclude approximately $ 5,600 of nonrecurring acquisition related costs incurred during the year ended December 31, 2025, and adjusted the year ended December 31, 2024 to include the $ 5,600 of acquisition related costs. This pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved had the pro forma events taken place on the dates indicated. Further, the pro forma financial information does not purport to project the future operating results of the combined company following the CEC Acquisition.
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STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Years Ended December 31,
2025 2024
Pro forma revenue $ 2,741,130   $ 2,457,577  
Pro forma net income attributable to Sterling common stockholders $ 291,068   $ 262,781  

From the acquisition date of September 1, 2025 through December 31, 2025, revenue associated with the CEC Acquisition totaled approximately $ 170,400 and its pre-tax income was approximately $ 19,400 .
Drake Acquisition— During the first quarter of 2025, Sterling acquired Drake Concrete, LLC (“Drake”) (the “Drake Acquisition”). Drake provides concrete slabs for residential home builders in the Dallas-Fort Worth market. The purchase price was $ 25,000 in cash plus a four year earn-out opportunity. The Drake Acquisition is accounted for using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations . The results of Drake since the date of acquisition are included in our Building Solutions segment.

4. REVENUE FROM CUSTOMERS

Remaining Performance Obligations— RPOs represent the aggregate amount of our contract transaction price related to performance obligations that are unsatisfied or partially satisfied at the end of the period. RPOs include the entire expected revenue values for joint ventures we consolidate and our proportionate value for those we proportionately consolidate. RPOs may not be indicative of future operating results. Projects included in RPOs may be canceled or modified by customers; however, the customer would be obligated to compensate the Company for work performed through the date of termination and for any applicable contractual costs for cancellations or modifications. Excluded from RPOs are potential orders under master service agreements and expected revenues under certain non-fixed price contracts. The following table presents the Company’s RPOs, by segment:

  December 31,
  2025 2024
E-Infrastructure Solutions RPOs $ 1,843,536   $ 1,032,109  
Transportation Solutions RPOs
1,124,429   622,085  
Building Solutions RPOs - Commercial
42,977   39,029  
Total RPOs $ 3,010,942   $ 1,693,223  

The Company expects to recognize approximately 64 % of its RPOs as revenue during the next 12 months, and substantially all of the remaining balance in the 12 to 24 months thereafter.
Revenue Disaggregation — The following tables present the Company’s revenue disaggregated by major end market and contract type:

Years Ended December 31,
2025 2024 2023
Revenues by major end market
E-Infrastructure Solutions Revenues
$ 1,466,777   $ 923,728   $ 937,408  

Heavy Highway 425,595   547,278   453,042  
Aviation 62,716   85,005   70,784  
Other Services 152,363   151,376   107,082  
Transportation Solutions Revenues (1)
640,674   783,659   630,908  

Residential 319,547   306,547   273,699  
Commercial 63,051   101,822   130,214  
Building Solutions Revenues
382,598   408,369   403,913  
Total Revenues (1)
$ 2,490,049   $ 2,115,756   $ 1,972,229  

(1) Due to the deconsolidation of RHB on December 31, 2024, RHB’s revenue is no longer included in Sterling’s consolidated revenue in 2025. For the years ended December 31, 2024 and 2023, RHB had revenue of $ 235,876 and $ 193,055 , respectively, included within Transportation Solutions and Total Revenues.

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STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Years Ended December 31,
2025 2024 2023
Revenues by contract type
Lump Sum $ 1,431,114   $ 1,040,490   $ 1,076,432  
Fixed-Unit Price 719,586   756,468   613,842  
Residential and Other 339,349   318,798   281,955  
Total Revenues (1)
$ 2,490,049   $ 2,115,756   $ 1,972,229  

(1) Due to the deconsolidation of RHB on December 31, 2024, RHB’s revenue is no longer included in Sterling’s consolidated revenue in 2025. For the years ended December 31, 2024 and 2023, RHB had revenue of $ 235,876 and $ 193,055 , respectively, included within Total Revenues.

Variable Consideration
The Company has projects that it is in the process of negotiating, or awaiting final approval of, unapproved change orders and claims with its customers. The Company is proceeding with its contractual rights to recoup additional costs incurred from its customers based on completing work associated with change orders, including change orders with pending change order pricing, or claims related to significant changes in scope which resulted in substantial delays and additional costs in completing the work. Unapproved change order and claim information has been provided to the Company’s customers and negotiations with the customers are ongoing. If additional progress with an acceptable resolution is not reached, legal action will be taken. Based upon the Company’s review of the provisions of its contracts, specific costs incurred and other related evidence supporting the unapproved change orders and claims, together in some cases as necessary with the views of the Company’s outside claim consultants, the Company concluded it was appropriate to include in project price amounts of $ 2,900 and $ 4,000 , at December 31, 2025 and 2024, respectively, relating to unapproved change orders and claims. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined.
Contract Estimates
Accounting for long-term contracts and programs involves the use of various techniques to estimate total contract revenue and costs. For long-term contracts, the Company estimates the profit on a contract as the difference between the total estimated revenue and expected costs to complete a contract and recognizes such profit over the life of the contract. Contract estimates are based on various assumptions to project the outcome of future events that often span several years. These assumptions include labor productivity and availability, the complexity of the work to be performed, the cost and availability of materials and the performance of subcontractors. Changes in job performance, job conditions and estimated profitability, including those changes arising from contract penalty provisions and final contract settlements, may result in changes in revenue and are recognized in the period in which the changes are determined. Changes in contract estimates on performance obligations satisfied or partially satisfied in previous periods resulted in net revenue increases of $ 168,373 , $ 135,344 and $ 58,827 for the years ended December 31, 2025, 2024 and 2023, respectively, and are included in “Operating income” on the Consolidated Statements of Operations.

5. 50% OWNED SUBSIDIARY

Financial amounts of RHB and the Company’s share of such amounts are shown below:

December 31, 2025 December 31, 2024
Current assets - RHB’s Balance Sheets
$ 118,101   $ 126,177  
Current liabilities - RHB’s Balance Sheets
$ 123,940   $ 135,550  
Investment in unconsolidated subsidiary - Sterling’s Balance Sheets (1)
$ 105,813   $ 107,400  

(1) Includes the basis difference recognized as a result of the deconsolidation of RHB. The basis difference was $ 91,921 and $ 100,507 at December 31, 2025 and December 31, 2024, respectively.

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STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Years Ended December 31,
2025 2024
RHB’s Statements of Operations
Revenues $ 220,754   $ 235,876  
Income before tax $ 49,040   $ 45,908  
Sterling’s Statements of Operations
Revenues $ —   $ 235,876  
Income before tax (1)
$ 15,934   $ 22,954  

(1) For the year ended December 31, 2025, Sterling’s portion of income before tax includes $ 7,485 of intangible asset amortization and $ 1,101 of depreciation expense related to the basis difference in the fair value step up recognized in the deconsolidation of RHB on December 31, 2024.

6. CONSTRUCTION JOINT VENTURES

Joint Ventures with a Controlling Interest —As discussed in Note 2 - Basis of Presentation and Significant Accounting Policies , we consolidate any venture that is determined to be a VIE for which we are the primary beneficiary, or which we otherwise effectively control. The equity held by the remaining owners and their portions of net income (loss) are reflected in stockholders’ equity on the Consolidated Balance Sheets line item “Noncontrolling interests” and in the Consolidated Statements of Operations line item “Net income attributable to noncontrolling interests,” respectively.
Joint Ventures with a Noncontrolling Interest —The Company accounts for unconsolidated joint ventures using a pro-rata basis in the Consolidated Statements of Operations and as a single line item (“Receivables from and equity in construction joint ventures”) in the Consolidated Balance Sheets. This method is a permissible modification of the equity method of accounting, which is a common practice in the construction industry. Combined financial amounts of joint ventures in which the Company has a noncontrolling interest and the Company’s share of such amounts which are included in the Company’s Consolidated Financial Statements are shown below:

As of December 31,
2025 2024

Current assets - Joint Ventures Balance Sheets
$ 33,326   $ 56,545  
Current liabilities - Joint Ventures Balance Sheets
$ ( 17,877 ) $ ( 33,306 )
Receivables from and equity in construction joint ventures - Sterling’s Balance Sheets
$ 6,179   $ 5,811  

Years Ended December 31,
2025 2024 2023

Joint Venture Statements of Operations:

Revenues $ 67,046   $ 88,197   $ 56,297  
Income before tax $ 4,830   $ 14,112   $ 18,542  
Sterling’s noncontrolling interest:
Revenues $ 26,818   $ 42,377   $ 22,840  
Income before tax $ 1,932   $ 6,414   $ 7,557  

The caption “Receivables from and equity in construction joint ventures” includes undistributed earnings and receivables owed to the Company. Undistributed earnings are typically released to the joint venture partners after the customer accepts the project as completed and the warranty period, if any, has passed.
Other —The use of joint ventures exposes us to a number of risks, including the risk that our partners may be unable or unwilling to provide their share of capital investment to fund the operations of the venture or complete their obligations to us, the venture, or ultimately, the customer. Differences in opinions or views among joint venture partners could also result in delayed decision-making or failure to agree on material issues, which could adversely affect the business and operations of the joint venture. In addition, agreement terms may subject us to joint and several liability for our venture partners, and the failure of our venture partners to perform their obligations could impose additional performance and financial obligations on us. The aforementioned factors could result in unanticipated costs to complete the projects, liquidated damages or contract disputes, including claims against our partners.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

7. PROPERTY AND EQUIPMENT

Property and equipment are summarized as follows:

  As of December 31,
  2025 2024
Construction and transportation equipment $ 460,223   $ 386,946  
Buildings and improvements 30,224   20,476  
Land 2,168   2,168  
Office equipment 6,418   3,772  
Total property and equipment 499,033   413,362  
Less accumulated depreciation ( 220,764 ) ( 176,567 )
Total property and equipment, net $ 278,269   $ 236,795  

Depreciation Expense— Depreciation expense is primarily included within cost of revenues and was $ 54,926 , $ 51,373 and $ 42,177 for 2025, 2024 and 2023, respectively.

8. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill
     Reporting Units— The Company’s reporting units consist of its E-Infrastructure Solutions, Transportation Solutions and Building Solutions segments. Goodwill is not amortized, but instead is reviewed for impairment at least annually during the fourth quarter of each year at the reporting unit level, absent any interim indicators of impairment or other factors requiring an assessment.
Annual Impairment Assessment— For our 2025 annual impairment test we performed a qualitative assessment for our reporting units, using information as of October 1. Under current guidance, we are permitted to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative goodwill impairment test. We determined there were no factors indicating the need to perform a quantitative goodwill impairment test and concluded that it is more likely than not the fair value of our reporting units is greater than their carrying value and thus there was no impairment to goodwill. In addition to our annual review, we assess the impairment of goodwill whenever events or changes in circumstances indicate that the carrying value of a reporting unit may be greater than fair value. Factors that could trigger an interim impairment review include, but are not limited to, significant adverse changes in the business climate which may be indicated by a decline in our market capitalization or decline in operating results. No impairments were recorded to our goodwill during the years ended December 31, 2025, 2024 and 2023. No material events or changes occurred between the testing date and year end to trigger a subsequent impairment review.
The changes in the carrying amount of goodwill by reportable segment were as follows:

E-Infrastructure Solutions
Transportation Solutions
Building Solutions
Total

Balance at December 31, 2023 (1)
$ 167,656   $ 53,305   $ 60,156   $ 281,117  
Goodwill derecognized from deconsolidation (2)
—   ( 18,875 ) —   ( 18,875 )
Goodwill recognized from acquisitions
—   —   2,355   2,355  
Balance at December 31, 2024 (1)
167,656   34,430   62,511   264,597  
Goodwill recognized from acquisitions 314,459   —   6,165   320,624  
Balance at December 31, 2025 (1)
$ 482,115   $ 34,430   $ 68,676   $ 585,221  

(1) Included in the Transportation Solutions segment for the years ended December 31, 2025, 2024 and 2023, was an accumulated impairment of approximately $ 42,000 , $ 42,000 , and $ 67,000 , respectively. During the year ended December 31, 2024, approximately $ 25,000 of accumulated impairment was written off due to the deconsolidation of our 50 % owned RHB subsidiary.
(2) The decrease in Transportation Solutions goodwill in 2024 is due to the deconsolidation of our 50 % owned RHB subsidiary. See Note 2 - Basis of Presentation and Significant Accounting Policies “ 50% Owned Subsidiary” for more information.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Other Intangible Assets
The following table presents our acquired finite-lived intangible assets, including the weighted-average useful lives for each major intangible asset category and in total:

  December 31, 2025 December 31, 2024
  Weighted
Average
Life (Years) Gross
Carrying
Amount
Accumulated
Amortization Gross
Carrying
Amount
Accumulated
Amortization
Customer relationships 24 $ 519,483   $ ( 82,344 ) $ 333,183   $ ( 63,717 )
Trade name 24 133,077   ( 15,514 ) 58,877   ( 11,953 )

Total 24 $ 652,560   $ ( 97,858 ) $ 392,060   $ ( 75,670 )

During the years ended December 31, 2025, 2024 and 2023, we have amortized $ 22,188 , $ 17,037 and $ 15,226 , respectively, of intangible assets. Amortization expense is anticipated to be approximately $ 28,300 annually for 2026 through 2030.

9. DEBT

The Company’s outstanding debt was as follows:

  As of December 31,
  2025 2024
Term Loan Facility $ 292,500   $ 317,188  
Revolving Credit Facility —   —  
Credit Facility 292,500   317,188  
Other debt 382   554  
Total debt 292,882   317,742  
Less - Current maturities of long-term debt ( 15,146 ) ( 26,423 )
Less - Unamortized debt issuance costs ( 1,833 ) ( 1,421 )
Total long-term debt $ 275,903   $ 289,898  

Credit Facility —On June 5, 2025, the Company and the subsidiary guarantors entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) that provides the Company with senior secured debt financing consisting of the following (collectively, the “Credit Facility”): (i) a senior secured first lien term loan facility (the “Term Loan Facility”) in the aggregate principal amount of $ 300,000 and (ii) a senior secured first lien revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount of up to $ 150,000 (with a $ 75,000 limit for the issuance of letters of credit and a $ 15,000 sublimit for swing line loans). The obligations under the Credit Facility are secured by substantially all assets of the Company and the subsidiary guarantors, subject to certain permitted liens and other customary exceptions. The Credit Facility will mature on June 5, 2028.
The Credit Agreement also includes rights to increase the Credit Facility in an amount not to exceed the greater of (a) $ 400,000 or (b) 100 % of the Company’s EBITDA (as such term is defined in the Amended Credit Agreement) for the four fiscal quarter period then ended for which financial statements have been delivered less the amount of any Additional Indebtedness (as defined in the Amended Credit Agreement) incurred pursuant to clause (a), plus an unlimited amount so long as the Net Leverage Ratio (as defined in the Amended Credit Agreement), after giving pro forma effect to the incurrence or issuance of such Additional Indebtedness (assuming such Additional Indebtedness is fully drawn) and the application of proceeds therefrom and any other transaction in connection therewith, but without netting the proceeds of such Additional Indebtedness when calculating the Total Net Leverage Ratio, is less than or equal to 2 :00 to 1:00 as of the date of the four fiscal quarter period then ended for which financial statements are available.
The Credit Agreement contains various affirmative and negative covenants that may, subject to certain exceptions, restrict the ability of us and our subsidiaries to, among other things, grant liens, incur additional indebtedness, make loans, advances or other investments, make non-ordinary course asset sales, declare or pay dividends or make other distributions with respect to equity interests, purchase, redeem or otherwise acquire or retire capital stock or other equity interests, or merge or consolidate with any other person, among various other things. In addition, the Company is required to maintain the following financial covenants:
• a Total Net Leverage Ratio (as defined in the Credit Agreement) at the last day of each fiscal quarter not to be greater than 3.00 to 1.00; provided that as long as there is no event of default at such time or would result therefrom, not more
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

than twice during the term of the Credit Facility, the Company may elect a “covenant holiday” to increase the Total Leverage Ratio to be not greater than 3.50 to 1.00 for a period of four consecutive fiscal quarters in connection with a permitted acquisition in excess of $ 100,000 occurring during the first quarter of such period; provided further that there must be a two-quarter break between covenant holidays; and
• an Interest Coverage Ratio (as defined in the Credit Agreement) of not less than 3.00 to 1.00 as of the last day of each fiscal quarter of the Company.
As specified in the Credit Agreement, the loans under the Credit Facility bear interest at a base rate or the Secured Overnight Financing Rate (“SOFR”) plus an applicable margin based on the Total Net Leverage Ratio, at the Company’s election. At December 31, 2025, the Company calculated interest using a SOFR rate of 3.77 % and an applicable margin of 1.25 % per annum, and had a weighted average interest rate of approximately  5.56 % per annum for the year ended December 31, 2025. Scheduled principal payments on the Term Loan Facility are made quarterly and total approximately $ 15,000 , $ 15,000 and $ 3,750 for the years ending 2026, 2027 and 2028, respectively. A final payment of all principal and interest then outstanding on the Term Loan Facility is due on June 5, 2028. During 2025, the Company made term loan payments of $ 24,688 . Repayments under the Term Loan Facility may not be reborrowed under the terms of the Credit Agreement.
In addition to interest on debt borrowings, we are assessed quarterly commitment fees on the unutilized portion of the Revolving Credit Facility as well as letter of credit fees on outstanding instruments. At December 31, 2025, we had no outstanding borrowings under the $ 150,000 Revolving Credit Facility. Borrowings under the Revolving Credit Facility may be repaid and reborrowed under the terms of the Credit Agreement.
Debt Issuance Costs —The Company incurred $ 1,409 of fees relating to the amendment and restatement of the Credit Facility in the second quarter of 2025. The costs associated with the Credit Facility are reflected on the Consolidated Balance Sheets as a direct reduction from the related debt liability and amortized over the term of the facility. Amortization of debt issuance costs was $ 997 , $ 1,344 and $ 2,026 for the years ended December 31, 2025, 2024 and 2023, respectively, and was recorded as interest expense.
Compliance and Other —As of December 31, 2025, we were in compliance with all of our restrictive and financial covenants. The Company’s debt is recorded at its carrying amount in the Consolidated Balance Sheets. Based upon the current market rates for debt with similar credit risk and maturities, at December 31, 2025 and 2024, the fair value of our debt outstanding approximated the carrying value, as interest is based on Term SOFR plus an applicable margin.

10. LEASE OBLIGATIONS

    The Company has operating and finance leases primarily for construction and transportation equipment, as well as office space. The Company’s leases have remaining lease terms of one month to ten years , some of which include options to extend the leases for up to ten years .
     The components of lease expense are as follows:

Years Ended December 31,
  2025 2024
Operating lease cost $ 23,217   $ 22,824  
Short-term lease cost $ 30,964   $ 27,038  

Finance lease cost:
Amortization of right-of-use assets $ 127   $ 195  
Interest on lease liabilities 31   40  
Total finance lease cost $ 158   $ 235  

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

    Supplemental cash flow information related to leases is as follows:

Years Ended December 31,
  2025 2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 23,255   $ 22,472  
Operating cash flows from finance leases $ 31   $ 40  
Financing cash flows from finance leases $ 127   $ 195  

Right-of-use assets obtained in exchange for lease obligations (non-cash):
Operating leases $ 3,606   $ 15,170  
Finance leases $ —   $ —  

    Supplemental balance sheet information related to leases is as follows:

  December 31, 2025 December 31, 2024
Operating Leases
Operating lease right-of-use assets $ 58,167   $ 52,668  

Current portion of long-term lease obligations $ 18,679   $ 20,498  
Long-term lease obligations 40,186   32,455  
Total operating lease liabilities $ 58,865   $ 52,953  

Finance Leases
Property and equipment, at cost $ 1,428   $ 2,011  
Accumulated depreciation ( 1,067 ) ( 1,445 )
Property and equipment, net $ 361   $ 566  

Current maturities of long-term debt $ 136   $ 127  
Long-term debt 236   372  
Total finance lease liabilities $ 372   $ 499  

Weighted Average Remaining Lease Term
Operating leases 5.0 4.3
Finance leases 2.6 3.6

Weighted Average Discount Rate
Operating leases 5.9   % 6.0   %
Finance leases 6.9   % 6.9   %

     Maturities of lease liabilities are as follows:

  Operating
Leases Finance
Leases
Year Ending December 31,
2026 $ 21,688   $ 158  
2027 11,597   157  
2028 8,583   92  
2029 7,484   —  
2030 8,872   —  
Thereafter 10,562   —  
Total lease payments 68,786   407  
Less imputed interest ( 9,921 ) ( 35 )
Total $ 58,865   $ 372  

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STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

11. COMMITMENTS AND CONTINGENCIES

Insurance
The Company is required by its insurance providers to obtain and hold standby letters of credit. These letters of credit serve as a guarantee by the banking institution to pay the Company’s insurance providers the incurred claim costs attributable to its general liability, workers’ compensation and automobile liability claims, up to the amount stated in the standby letters of credit, in the event that these claims were not paid by the Company.
Property and Casualty —The Company has moved to a three-year Structured Reinsurance Program for Workers’ Compensation, General Liability and Auto Liability, which is subject to a $ 1,000 deductible per occurrence, followed by an umbrella program (Workers’ Compensation, General Liability and Auto Liability) that is subject to a corridor deductible of $ 9,000 . Sterling is responsible for the first $ 9,000 of losses over the three-year program. The program aggregate is indexed to payroll and may fluctuate up or down depending upon actual exposure. We accrue for probable losses, both reported and unreported, that are reasonably estimable using actuarial methods based on historic trends, modified, if necessary, by recent events. Changes in our loss assumptions caused by changes in actual experience would affect our assessment of the ultimate liability and could have an effect on our operating results and financial position. The Company also maintains commercial insurance coverage in excess of the limits of our primary and umbrella commercial automobile, general liability and employers’ liability policies, in the amount of $ 70,000 .
Medical— The Company maintains fully insured and self-insured medical benefit plans, which provide medical benefits to employees electing coverage under the plans. Under its self-insured plans, the Company has stop-loss coverage per claim to limit the exposure arising from these claims. Self-insured claims filed and claims incurred but not reported are accrued based upon management’s estimates of the ultimate cost of claims incurred using actuarial assumptions followed in the insurance industry and historical experience. Although management believes it has the ability to reasonably estimate losses related to claims, it is possible that actual results could differ from recorded self-insured liabilities.
Guarantees
The Company obtains bonding on construction contracts primarily through Travelers Casualty and Surety Company of America (“Travelers”). As is customary in the construction industry, the Company indemnifies Travelers for any losses incurred by it in connection with bonds that are issued. The Company has granted Travelers a security interest in accounts receivable and contract rights for that obligation.
On certain projects, the Company issues performance guarantees for the remaining cost of work to be performed. For lump-sum contracts, the performance guarantee amount is the cost to complete the contracted work, less amounts remaining to be billed to the client under the contract. Remaining billable amounts could be greater or less than the cost to complete. In those cases where costs exceed the remaining amount billable under the contract, we may have recourse to third parties, such as owners, partners, subcontractors or vendors for claims.
The Company typically indemnifies contract owners for claims arising during the construction process and carries insurance coverage for such claims, which in the past have not been material.
The Company’s Certificate of Incorporation provides for indemnification of its officers and directors. The Company has a directors and officers insurance policy that limits their exposure to litigation against them in their capacities as such.
Litigation
The Company, including its construction joint ventures and its 50 % owned subsidiary, is now and may in the future be involved as a party to various legal proceedings that are incidental to the ordinary course of business. Management, after consultation with legal counsel, does not believe that the outcome of these actions will have a material impact on the Consolidated Financial Statements of the Company. As of December 31, 2025, the Company is not aware of any pending legal proceedings that are expected to result in a material loss.
Purchase Commitments
To manage the risk of changes in material prices and subcontracting costs used in tendering bids for construction contracts, most of the time, we obtain firm quotations from suppliers and subcontractors before submitting a bid. These quotations do not include any quantity guarantees. As soon as we are advised that our bid is the lowest, we enter into firm contracts with most of our materials suppliers and sub-contractors, thereby mitigating the risk of future price variations affecting the contract costs.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

12. INCOME TAXES

Provision for Income Taxes
The Company and its subsidiaries are based in the U.S. and file federal and various state income tax returns. The components of the provision for income taxes were as follows :

Years Ended December 31,
2025 2024 2023
Current federal tax expense $ 63,114   $ 42,045   $ 25,012  
Current state tax expense 21,852   12,796   8,012  
Deferred federal tax expense 13,637   28,701   12,702  
Deferred state tax expense 149   3,818   2,044  
Income tax expense $ 98,752   $ 87,360   $ 47,770  

Effective Tax Rate
The items comprising the difference between income taxes computed at the U.S. federal statutory rates in effect for 2025, 2024 and 2023 and our effective tax rates were as follows:

Years Ended December 31,
2025 2024 2023
Amount % Amount % Amount %
Tax expense at the U.S. federal statutory rate $ 85,780   21.0   % $ 75,238   21.0   % $ 40,029   21.0   %
State income taxes, net of federal benefits (1)
17,412   4.3   % 13,927   3.9   % 8,374   4.4   %

Non-taxable or Non-deductible items:
Taxes on subsidiaries’ and joint ventures’ earnings allocated to noncontrolling interests owners ( 4,110 ) ( 1.0 ) % ( 2,826 ) ( 0.8 ) % ( 880 ) ( 0.5 ) %
Executive compensation including stock incentives 4,526   1.1   % 3,579   1.0   % 1,652   0.9   %
Excess tax benefits from equity awards ( 3,877 ) ( 0.9 ) % ( 5,678 ) ( 1.6 ) % ( 1,644 ) ( 0.9 ) %
Gain on deconsolidation of subsidiary —   —   % 1,905   0.5   % —   —   %
Other permanent differences 540   0.1   % 1,215   0.3   % 239   0.1   %
Changes in unrecognized tax benefits ( 1,519 ) ( 0.4 ) % —   —   % —   —   %

Income tax expense $ 98,752   24.2   % $ 87,360   24.4   % $ 47,770   25.1   %

(1) Georgia and Alabama made up the majority (greater than 50%) of the tax effect in this category.

The 2025, 2024 and 2023 effective income tax rate varied from the statutory rate primarily as a result of state income taxes, nondeductible compensation, gain on the deconsolidation of subsidiary and other permanent differences.
During 2025, the Company paid federal income taxes totaling $ 61,000 . Additionally, the Company paid state income taxes of $ 6,085 to Georgia and $ 13,989 to all other states.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Deferred Tax Assets and Liabilities
The components of deferred tax assets and liabilities were as follows:

Long Term
As of December 31,
Assets related to: 2025 2024
Accrued compensation and other $ 6,461   $ 4,155  

Right of use liabilities 13,894   13,091  

Net operating loss carryforwards 946   957  

   Net deferred tax assets $ 21,301   $ 18,203  

Liabilities related to:
Depreciation of property and equipment $ ( 60,602 ) $ ( 47,583 )
Right of use assets ( 13,731 ) ( 13,027 )
Amortization of tax basis goodwill ( 23,985 ) ( 20,351 )
Investment in unconsolidated subsidiary
( 23,376 ) ( 25,903 )
Amortization of intangibles ( 22,021 ) ( 20,518 )
Other ( 731 ) ( 181 )
Total deferred tax liabilities $ ( 144,446 ) $ ( 127,563 )

Net total deferred tax liability
$ ( 123,145 ) $ ( 109,360 )

Net Operating Loss —At December 31, 2025 the Company had federal and state net operating loss (“NOL”) carryforwards of $ 255 and $ 13,050 , respectively. Federal NOLs have expiration dates between 2034 and 2036. The Company has $ 28 of federal NOLs that do not expire. State NOLs have expiration dates between 2028 and 2039.
Uncertain Tax Positions
The Company's U.S. federal and state income tax returns for 2022 and later are open and subject to examination. Additionally, state NOLs may be adjusted by the taxing authorities for the 2013 and later tax years.
The Company has an Uncertain Tax Position (“UTP”) liability of $ 5,214 and an additional liability related to the UTP for penalties of $ 1,043 and interest of $ 1,225 at December 31, 2025. The Company had a UTP liability of $ 6,733 and an additional liability related to the UTP for penalties of $ 1,346 and interest of $ 1,109 at December 31, 2024. We recognize interest and penalties related to the UTP as administrative expense. The UTP, including penalties and interest, are fully offset by an indemnification receivable at December 31, 2025.

13. STOCKHOLDERS' EQUITY

General —Holders of common stock are entitled to one vote for each share on all matters voted upon by the stockholders, including the election of directors, and do not have cumulative voting rights. Holders of common stock are entitled to share ratably in net assets upon any dissolution or liquidation after payment of provision for all liabilities and any preferential liquidation rights of our preferred stock then outstanding. Common stock shares are not subject to any redemption provisions and are not convertible into any other shares of capital stock. The rights, preferences and privileges of holders of common stock are subject to those of the holders of any shares of preferred stock that may be issued in the future.
The Board of Directors may authorize the issuance of one or more classes or series of preferred stock without stockholder approval and may establish the voting powers, designations, preferences and rights and restrictions of such shares. No preferred shares have been issued.
Stock Repurchase Program —On December 5, 2023, the Board of Directors approved a stock repurchase program authorizing the repurchase of up to $ 200,000 of the Company’s common stock. Effective November 12, 2025, the Board of Directors authorized a new stock repurchase program, permitting the repurchase of up to $ 400,000 of the Company’s outstanding common stock over the following 24 months. This new authorization supersedes and replaces the Company’s prior repurchase program, which had been scheduled to remain in effect through December 5, 2025 and had approximately $ 81,000 of remaining capacity at the time it was replaced. The new stock repurchase program expires on November 12, 2027 and may be modified, extended or terminated by the Board of Directors at any time.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Under the new program, the Company may repurchase its common stock in the open market or through privately negotiated transactions at such times and at such prices as determined to be in the Company’s best interest. The Company accounts for the repurchase of treasury shares under the cost method. Under the programs, the Company repurchased 440 and 604 shares of its common stock for $ 74,200 and $ 70,596 during the years ended December 31, 2025 and 2024, respectively.
Stock Issued for Acquisitions —On September 1, 2025, in connection with the acquisition of the business of CEC, the Company issued 285 shares of the Company’s stock as consideration paid to the sellers. The value of the shares issued was $ 79,458 based on Sterling’s closing stock price on August 29, 2025. See Note 3 - Acquisitions for further discussion.

14. STOCK INCENTIVE PLAN AND OTHER EQUITY ACTIVITY

General —The Company has a stock incentive plan (the “Stock Incentive Plan”) and an employee stock purchase plan (the “ESPP”) that are administered by the Compensation and Talent Development Committee of the Board of Directors. Under the Stock Incentive Plan, the Company can issue shares to employees and directors in the form of restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and performance share units (“PSUs”). Compensation expense recognized related to the Company’s Stock Incentive Plan was $ 22,411 , $ 17,870 and $ 12,426 for 2025, 2024 and 2023, respectively. Under the Stock Incentive Plan, we are authorized to issue 5,300 shares, and assuming PSU vestings occur at maximum payout, 1,364 authorized shares remained available under our Stock Incentive Plan for future grants at December 31, 2025.
Under the ESPP, employees may make quarterly purchases of shares at a discount through regular payroll deductions for up to 15 % of their compensation, subject to a $ 25 fair market value maximum purchase per year. The shares are purchased at 85 % of the closing price per share on the last trading day of the calendar quarter. Included within total stock-based compensation expense is $ 355 , $ 258 and $ 181 of expense related to the ESPP, for 2025, 2024 and 2023, respectively. ESPP expense represents the difference between the fair value on the date of purchase and the price paid. The Company issued 11 , 13 and 18 shares related to the ESPP in 2025, 2024 and 2023, respectively. At December 31, 2025, 649 authorized shares remained available for issuance under the ESPP.
Total equity-based compensation expense recognized related to the Company’s Stock Incentive Plan and the ESPP was $ 22,766 , $ 18,128 and $ 12,607 for 2025, 2024 and 2023, respectively, primarily recognized within general and administrative expenses. At December 31, 2025, there was approximately $ 24,300 of unrecognized compensation cost related to equity-based grants, which is expected to be recognized over a weighted-average period of 1.5 years. The Company recognizes forfeitures as they occur, rather than estimating expected forfeitures.
We receive a tax deduction upon the vesting of RSUs and performance based shares for the price of the shares at the date of vesting. Our total recognized tax benefit based on our compensation expense was $ 21,000 , $ 33,100 and $ 12,200 for 2025, 2024 and 2023, respectively.
RSAs —The Company’s RSA awards may not be sold or otherwise transferred until certain restrictions have lapsed, which is generally over a one -year period for Directors. The total initial fair value for these awards is determined based upon the market price of our stock at the grant date and is expensed on a straight-line basis over the vesting period. During 2025, we recognized $ 786 of compensation expense. The following table presents RSA activity during 2025:

RSAs Number of Shares
Weighted Average
Fair Value Per Share

Balance at December 31, 2024 5   $ 125.68  
Granted 5   $ 191.05  
Vested ( 5 ) $ 125.68  
Forfeited —   $ —  
Balance at December 31, 2025 5   $ 191.05  

During 2024,  8  RSAs were granted with a weighted-average grant-date fair value per share of $ 125.28 . During 2023,  20  RSAs were granted with a weighted-average grant-date fair value per share of $ 40.26 . The total fair value of RSAs that vested during 2025, 2024 and 2023 was $ 675 , $ 1,101  and $ 609 , respectively.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

RSUs —The Company’s RSU awards may not be sold or otherwise transferred until certain restrictions have lapsed, which is generally over a three-year graded vesting period. The total initial fair value for these awards is determined based upon the market price of our stock at the grant date and is expensed on a straight-line basis over the vesting period. During 2025, we recognized $ 8,587 of compensation expense. The following table presents RSU activity during 2025:

RSUs Number of Shares
Weighted Average
Fair Value Per Share

Balance at December 31, 2024 221   $ 57.60  
Granted 47   $ 175.93  
Vested ( 120 ) $ 66.96  
Forfeited ( 2 ) $ 103.37  
Balance at December 31, 2025 146   $ 87.37  

During 2024,  99  RSUs were granted with a weighted-average grant-date fair value per share of $ 97.95 . During 2023,  106  RSUs were granted with a weighted-average grant-date fair value per share of $ 36.76 . The total fair value of RSUs that vested during 2025, 2024 and 2023 were $ 8,057 , $ 4,139 and $ 3,307 , respectively.

PSUs —The Company’s performance-based share awards are subject to the achievement of specified performance targets, including financial performance targets or stock price performance targets.
Financial Performance-Based Awards —The Company’s financial performance-based awards are subject to the achievement of specified targets, generally based upon EPS, and vest ratably over  three years (pre-2024 grants) or cliff vest at the end of three years (post-2023 grants). The total fair value for these awards is determined based upon the market price of our stock at the grant date and is expensed and adjusted over the vesting period based on the level of payout expected to be achieved. As a result of financial performance conditions met during 2025, we recognized $ 8,098  of compensation expense. During 2025, 2024 and 2023, PSU shares totaling  27 , 104 and 143 , respectively, were granted with a weighted-average grant-date fair value per share of $ 167.05 , $ 112.95 and $ 34.62 , respectively. During 2025, upon vesting and achievement of certain performance goals, we distributed  119  shares of common stock related to PSU awards with a weighted-average grant-date fair value per share of $ 36.32 . The total fair value of PSUs that vested during 2025, 2024 and 2023 was $ 4,301 , $ 8,549 and $ 7,779 , respectively.
Stock Performance-Based Awards— The Company has stock performance-based awards that are based upon the Company’s stock price performance relative to industry peers and cliff vest at the end of three years . The total initial fair value for these awards is determined based upon a Monte Carlo simulation value at the grant date applied to the total number of granted target shares. This fair value is expensed ratably over the vesting period, and during 2025, the Company recognized $ 1,200 of compensation expense. During 2025, 8 shares of this award type were granted with a weighted-average grant-date fair value per share of $ 235.99 , that was based upon a risk-free interest rate of 4.18 % an expected dividend yield of zero , historical volatility of 46.1 %, and a remaining performance period of 3 years. During 2024, 12 shares of this award type were granted with a weighted-average grant-date fair value per share of $ 129.62 , that was based upon a risk-free interest rate of 3.97 % an expected dividend yield of zero , historical volatility of 44.3 %, and a remaining performance period of 3 years.
Additionally, the Company has stock performance-based awards that are based upon specific stock price performance targets and cliff vest at the end of three years . The total initial fair value for these awards is determined based upon Monte Carlo simulation values at the grant date applied to the number of granted target shares. This fair value is expensed ratably over the vesting period, and during 2025, the Company recognized $ 3,740 of compensation expense. There were no shares granted or vested of this award type during 2025. In 2024, 183 shares of this award type were granted with a weighted-average grant-date fair value per share of $ 61.31 , that was based upon a risk-free interest rate of 3.97 %, an expected dividend yield of zero , historical volatility of 44.3 %, and a remaining performance period of 3 years.
Liability-Based Awards— The Company has liability-based awards for which the number of units awarded is not determined until the vesting date. During 2025, 2024 and 2023, the Company recognized $ 1,415 , $ 875 and $ 2,015 , respectively, of compensation expense, and upon vesting reclassified the grant date fair value of $ 1,264 , $ 3,200 and $ 1,725 , respectively, from a liability to additional paid in capital. During 2025 and 2024, 10 and 30 , respectively, shares of liability-based awards vested.
Shares Withheld for Taxes —The Company withheld 97 , 175 and 174 shares for taxes on RSU and PSU stock-based compensation vestings for $ 21,019 , $ 21,452 and $ 9,567 during 2025, 2024 and 2023, respectively.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

15. EARNINGS PER SHARE

Basic net income per share attributable to Sterling common stockholders is computed by dividing net income attributable to Sterling common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income per common share attributable to Sterling common stockholders is the same as basic net income per share attributable to Sterling common stockholders but includes dilutive unvested stock awards and warrants using the treasury stock method. The following table reconciles the numerators and denominators of the basic and diluted earnings per share computations for net income attributable to Sterling common stockholders:

Years Ended December 31,
Numerator: 2025 2024 2023
Net income attributable to Sterling common stockholders $ 290,153   $ 257,461   $ 138,655  

Denominator:
Weighted average common shares outstanding — basic 30,542   30,830   30,755  
Shares for dilutive unvested stock
405   316   453  
Weighted average common shares outstanding — diluted 30,947   31,146   31,208  

Net income per share attributable to Sterling common stockholders:
Basic $ 9.50   $ 8.35   $ 4.51  
Diluted $ 9.38   $ 8.27   $ 4.44  

There w ere 6 , 42 and 7 wei ghted average unvested shares that were excluded from the calculation of diluted EPS under the treasury stock method, as they were anti-dilutive, for the years ending December 31, 2025, 2024 and 2023, respectively.

16. RETIREMENT BENEFITS

Defined Contribution Plans
The Company maintains a defined contribution profit-sharing plan (401(k) plan) covering substantially all non-union persons employed by the Company, whereby employees may contribute a percentage of compensation, limited to maximum allowed amounts under the Internal Revenue Code. The 401(k) plan provides for a discretionary employer contribution and is determined annually by the Company’s board of directors. The Company made matching contributions of $ 4,585 , $ 3,839 and $ 3,346 , respectively, for the years ended December 31, 2025, 2024 and 2023.
Multi-Employer Pension Plans
As of December 31, 2025, the Company had approximately 4,400 employees, including 3,300 field personnel. We had 200 employees, or approximately 4 % of total employees, that were union members covered by collective bargaining agreements.
The Company contributes to a number of multi-employer defined benefit pension plans under the terms of collective-bargaining agreements that cover its union-represented employees. The risks of participating in these multi-employer plans are different from single-employer plans in the following aspects:
• Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers. If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
• If the Company chooses to stop participating in some of its multi-employer plans, the Company may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table presents our participation in these plans:

Pension Trust
Fund Pension Plan EIN
Plan Year End Pension Protection Act (“PPA”) Certified Zone Status (1)
FIP / RP Status Pending/Implemented (2)
Contributions (3)
Surcharge
Imposed Expiration Date of Collective Bargaining Agreement
2025 2024 2025 2024 2023
Heavy and General Construction Laborers Local 472 and Local 172
22-6032103 3/31 Green Green No $ 2,785   $ 4,358   $ 4,324   No 2/28/2027
International Union of Operating Engineers Local 825
22-6033380 6/30 Green Green No 2,281 3,016 2,789 No 3/31/2026
Pension Trust Fund for Operating Engineers 94-6090764 12/31 Green Green No 1,485 2,339 2,288 No Various dates through 2029
All other funds 3,391 2,710 3,266
Total Contributions: $ 9,942   $ 12,423   $ 12,667  

 (1)     The PPA zone status represents the most recent available information for the respective plan, which may be 2024 or earlier for the 2025 year and 2023 or earlier for the 2024 year. The zone status is based on information that we received from the plan and is certified by the plan’s actuary. Among other factors, plans in the red zone are generally less than 65 percent funded, plans in the orange zone are less than 80 percent funded and have an Accumulated Funding Deficiency in the current year or projected into the next six years, plans in the yellow zone are less than 80 percent funded and plans in the green zone are at least 80 percent funded.
(2)     Indicates whether the plan has a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) which is either pending or has been implemented.
(3)     Our 2025 contributions as a percentage of total plan contributions were not available for any of our plans. For 2024, Heavy and General Construction Laborers Local 472 and Local 172 represented more than 5 % of the total plan contributions, Pension Trust Fund for Operating Engineers Pension Plans did not represent more than 5 % of the total plan contributions and International Union of Operating Engineers Local 825 annual report was not available. For 2023, Heavy and General Construction Laborers Local 472 and Local 172 and the International Union of Operating Engineers Local 825 represented more than 5 % of the total plan contributions and Pension Trust Fund for Operating Engineers Pension Plans did not represent more than 5 % of the total plan contributions.
The Company also contributes to multi-employer plans for annuity benefits covered under the defined contribution portion of the plans as well as health benefits. We made contributions to our multi-employer plans of $ 14,485 , $ 18,507 and $ 18,709 during 2025, 2024 and 2023, respectively, for these additional benefits. We currently have no intention of withdrawing from any of the multi-employer pension plans in which we participate.

17. SUPPLEMENTAL CASH FLOW INFORMATION

Operating assets and liabilities
     The following table summarizes the changes in the components of operating assets and liabilities:

Years Ended December 31,
2025 2024 2023
Accounts receivable $ ( 170,996 ) $ ( 6,888 ) $ 12,805  
Contracts in progress, net 84,024   194,306   226,066  
Receivables from and equity in construction joint ventures ( 368 ) 7,428   ( 3,384 )
Receivable from affiliate (Note 19)
25,772   —   —  
Other current and non-current assets ( 331 ) ( 131 ) ( 5,619 )
Accounts payable 33,111   ( 9,336 ) 10,307  
Accrued compensation and other liabilities 38,151   20,712   4,841  
Members' interest subject to mandatory redemption and undistributed earnings —   ( 6,275 ) 7,511  
Changes in operating assets and liabilities $ 9,363   $ 199,816   $ 252,527  

18. CONCENTRATION OF RISK AND ENTERPRISE WIDE DISCLOSURES

Contract Revenues and Receivables —No customers accounted for more than 10% of the Company’s consolidated revenues from continuing operations in 2025, 2024 or 2023. At December 31, 2025 and 2024, there were no customers that accounted for over 10% of the Company’s outstanding contract receivables. The Company’s revenue and receivables are entirely derived from the construction of U.S. projects and all of the Company’s assets are held domestically within the U.S.
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STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

19. RELATED PARTY TRANSACTIONS

The Company has a limited number of related party transactions. The most significant transactions relate to property leases with the management of certain subsidiaries who own or have an ownership interest in real estate and other companies. The leases are for office space, equipment yards or maintenance shops and have an annual cost of approximately $ 4,000 . The leases expire at various points over the next two to eight years . At December 31, 2024, the Company had a receivable from RHB of approximately $ 32,100 , of which approximately $ 25,800 was for certain RHB operating costs paid on its behalf and approximately $ 6,300 was for undistributed earnings of RHB. The Company collected the entire December 31, 2024 receivable balance in the first quarter of 2025. During the twelve months ended December 31, 2025, the Company has performed work for and received services from entities owned or partially owned by the management of certain subsidiaries. For the work performed, the Company earned approximately $ 9,700 in revenue, and for the services received, incurred approximately $ 440 of expense for the twelve months ended December 31, 2025.
In connection with the CEC acquisition, the Company recorded a payable to the sellers, some of whom are now related parties, that is directly linked to a project‑specific receivable of approximately $ 15,800 owed to CEC as of the acquisition date. Consistent with the closing settlement mechanics, amounts received from the customer on this receivable will be remitted to the sellers and, accordingly, the Company recognized a liability for the expected remittance. The arrangement does not impact gross profit, as the payable represents a pass‑through of cash collected on a pre‑close balance rather than consideration for post‑close performance. The asset and liability are presented within other current assets and liabilities, respectively, given the expected collection and remittance timeframe of less than 12 months.

20. SEGMENT INFORMATION

The Company’s internal and public segment reporting are aligned based upon the services offered by its operating segments. The Company’s operations consist of three reportable segments: E-Infrastructure Solutions, Transportation Solutions and Building Solutions. The segment information for the prior periods presented has been recast to conform to the current presentation. The Company’s CODM, which is the Company’s Chief Executive Officer, uses both segment gross profit and operating income for each segment predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual variances of both profit measures when making decisions about allocating capital and personnel to the segments. We incur certain expenses at the corporate level that relate to our business as a whole. A portion of these expenses are allocated to our business segments by various methods, but primarily on the basis of usage. The balance of the corporate level expenses are reported in the “Corporate G&A Expense” line, which is primarily comprised of corporate headquarters facility expense, the cost of the executive management team, and other expenses pertaining to certain centralized functions that benefit the entire Company but are not directly attributable to any specific business segment, such as corporate human resources, legal, governance, compliance and finance functions. Total assets held at Corporate primarily include cash and prepaid assets.
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STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table presents segment revenues, significant segment expenses, and measures of segment profit or loss for the years ended December 31, 2025, 2024 and 2023:

  Years Ended December 31,
Revenues 2025 2024 2023
E-Infrastructure Solutions
$ 1,466,777   $ 923,728   $ 937,408  
Transportation Solutions
640,674   783,659   630,908  
Building Solutions
382,598   408,369   403,913  
Total Revenues $ 2,490,049   $ 2,115,756   $ 1,972,229  

Cost of Revenues
E-Infrastructure Solutions $ ( 1,042,227 ) $ ( 668,956 ) $ ( 746,608 )
Transportation Solutions ( 550,374 ) ( 682,706 ) ( 542,033 )
Building Solutions ( 325,134 ) ( 337,971 ) ( 345,950 )
Total Cost of Revenues $ ( 1,917,735 ) $ ( 1,689,633 ) $ ( 1,634,591 )

Gross Profit
E-Infrastructure Solutions $ 424,550   $ 254,772   $ 190,800  
Transportation Solutions 90,300   100,953   88,875  
Building Solutions 57,464   70,398   57,963  
Total Gross Profit $ 572,314   $ 426,123   $ 337,638  

General and Administrative Expense
E-Infrastructure Solutions $ ( 65,371 ) $ ( 39,621 ) $ ( 37,911 )
Transportation Solutions ( 28,425 ) ( 29,221 ) ( 29,254 )
Building Solutions ( 11,612 ) ( 11,314 ) ( 9,105 )
Segment General and Administrative Expense ( 105,408 ) ( 80,156 ) ( 76,270 )
Corporate ( 49,406 ) ( 38,268 ) ( 22,433 )
Total General and Administrative Expense $ ( 154,814 ) $ ( 118,424 ) $ ( 98,703 )

Intangible Amortization
E-Infrastructure Solutions $ ( 15,403 ) $ ( 11,792 ) $ ( 11,892 )
Transportation Solutions —   —   —  
Building Solutions ( 6,785 ) ( 5,245 ) ( 3,334 )
Total Intangible Amortization $ ( 22,188 ) $ ( 17,037 ) $ ( 15,226 )

Other Operating Income (Expense), Net

E-Infrastructure Solutions $ 2,265   $ —   $ —  
Transportation Solutions 15,935   ( 20,863 ) ( 17,710 )
Building Solutions —   —   —  
Total Other Operating Income (Expense), Net
$ 18,200   $ ( 20,863 ) $ ( 17,710 )

Operating Income    
E-Infrastructure Solutions
$ 346,041   $ 203,359   $ 140,997  
Transportation Solutions
77,810   50,869   41,911  
Building Solutions
39,067   53,839   45,524  
Segment Operating Income 462,918   308,067   228,432  
Corporate G&A Expense
( 49,406 ) ( 38,268 ) ( 22,433 )
Acquisition Related Costs ( 8,327 ) ( 421 ) ( 873 )
Earn-out Income (Expense) 731   ( 4,756 ) 669  
Total Operating Income $ 405,916   $ 264,622   $ 205,795  

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STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table presents depreciation by reportable segment for the years ended December 31, 2025, 2024 and 2023:

Years Ended December 31,
Depreciation 2025 2024 2023
E-Infrastructure Solutions $ ( 42,063 ) $ ( 34,858 ) $ ( 30,997 )
Transportation Solutions ( 10,046 ) ( 14,551 ) ( 10,195 )
Building Solutions ( 1,518 ) ( 1,049 ) ( 807 )
Corporate ( 1,299 ) ( 915 ) ( 178 )
Total Depreciation $ ( 54,926 ) $ ( 51,373 ) $ ( 42,177 )

The following table presents total assets by reportable segment at December 31, 2025 and 2024:

Assets December 31,
2025 December 31, 2024
E-Infrastructure Solutions
$ 1,870,246   $ 958,107  
Transportation Solutions
181,867   178,143  
Building Solutions
240,174   238,776  
Corporate
341,544   641,748  
Total Assets $ 2,633,831   $ 2,016,774  

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure  
None.

Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures include, but are not limited to, controls and other procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the issuer’s management, including the principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
The Company’s principal executive officer and principal financial officer reviewed and evaluated the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of December 31, 2025. During the year ended December 31, 2025, the Company acquired Drake and CEC Facilities, and, as permitted by SEC guidance for newly acquired businesses, the scope of management’s assessment of our disclosure controls and procedures as of December 31, 2025 did not include the disclosure controls and procedures, to the extent that are subsumed by internal control over financial reporting, of Drake and CEC Facilities, whose financial statements, in the aggregate, reflect total assets and revenues constituting 30% and 9%, respectively, of the related Consolidated Financial Statements of the Company as of December 31, 2025. Based on that evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective at December 31, 2025.
Management’s Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and
65

compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting can also be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
Management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria described in 2013 Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As permitted by SEC guidance, the scope of management’s assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025 did not include internal control over financial reporting for Drake and CEC Facilities, whose financial statements, in the aggregate, reflect total assets and revenues constituting 30% and 9%, respectively, of the related Consolidated Financial Statements of the Company as of and for the year ended December 31, 2025. Management will include these acquired businesses in the scope of its assessment of internal control over financial reporting beginning in 2026. Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2025.
Attestation Report of the Registered Public Accounting Firm
Grant Thornton LLP, the independent registered public accounting firm that audited our Consolidated Financial Statements included in this annual report on Form 10-K, has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, included in Item 8 of Part II of this report under the heading “Reports of the Company’s Independent Registered Public Accounting Firm.”
Changes in Internal Control over Financial Reporting
Based on the most recent evaluation, we have concluded that no changes in our internal control over financial reporting occurred during the three months ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Internal control over financial reporting may not prevent or detect all errors and all fraud. Also, projections of any evaluation of effectiveness of internal control to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Item 9B. Other Information
On November 6, 2025 , Dana C. O'Brien , a director of the Company, entered into a “ Rule 10b5-1 trading arrangement ”, as defined in Item 408(a) of Regulation S-K, for the sale of four thousand shares of common stock. The trading arrangement begins February 5, 2026 and terminates upon the sale of all shares or November 6, 2026 , whichever occurs first.
On November 21, 2025 , Dwayne A. Wilson , a director of the Company, entered into a “ Rule 10b5-1 trading arrangement ”, as defined in Item 408(a) of Regulation S-K, for the sale of two thousand nine hundred fifty-five shares of common stock. The trading arrangement begins March 5, 2026 and terminates upon the sale of all shares or December 31, 2026 , whichever occurs first.
On December 2, 2025 , Julie A. Dill , a director of the Company, entered into a “ Rule 10b5-1 trading arrangement ”, as defined in Item 408(a) of Regulation S-K, for the sale of four thousand five hundred shares of common stock. The trading arrangement begins March 9, 2026 and terminates upon the sale of all shares or December 31, 2026 , whichever occurs first.
On December 8, 2025 , Joseph A. Cutillo , the Company’s Chief Executive Officer and a director , entered into a “ Rule 10b5-1 trading arrangement as defined in Item 408(a) of Regulation S-K, for the sale of two hundred thousand shares of common stock. The trading arrangement begins March 9, 2026 and terminates upon the sale of all shares or October 1, 2026 , whichever occurs first.
During the quarter ended December 31, 2025, no other director or officer (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III

Item 10. Directors, Executive Officers and Corporate Governance
Information required by this item will be contained in our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A relating to our 2026 annual meeting of shareholders and is incorporated herein by reference. Our code of business conduct is available at www.strlco.com under Investor Relations—Code of Business Conduct and is available in print to any stockholder who requests a copy. Amendments to or waivers of our code of business conduct granted to any of our directors or executive officers will be published promptly on our website. Such information will remain on our website for at least 12 months.
The table below identifies and sets forth the information required under Regulation 14A for each of the Company’s directors and executive officers:

Name Current or Former Experience Director Since
William T. Bosway
Chief Executive Officer and Chairman of the Board of Gibraltar Industries, Inc.
2024

Roger A. Cregg Former President and CEO of AV Homes, Inc.; Director of Comerica Incorporated and Westlake Corporation
2019

Joseph A. Cutillo Chief Executive Officer of the Company 2017

Julie A. Dill Former CEO of Spectra Energy Partners, LP; Director of RYAM and Centuri Holdings
2021

Dana C. O’Brien Former Senior Vice President, General Counsel and Secretary of Olin Corporation; Director of AdvanSix, Inc.
2019

B. Andrew Rose Former President and Chief Executive Officer, Worthington Enterprises, Inc.; Director of Grief, Inc. and Trex Company, Inc.
2025

David S. Schulz Executive Vice President and former Chief Financial Officer, Wesco International, Inc.
2025

Dwayne A. Wilson Former Senior Vice President of Fluor Corporation; Director of Ingredion, Inc., Crown Holdings and DT Midstream, Inc. 2020

Nicholas Grindstaff Chief Financial Officer N/A

Daniel P. Govin
Chief Operating Officer of the Company
N/A

Mark D. Wolf General Counsel, Chief Compliance Officer & Corporate Secretary of the Company N/A

Item 11. Executive Compensation
Information required by this item will be contained in our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A relating to our 2026 annual meeting of shareholders and is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information required by this item will be contained in our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A relating to our 2026 annual meeting of shareholders and is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence
Information required by this item will be contained in our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A relating to our 2026 annual meeting of shareholders and is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services
Information required by this item will be contained in our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A relating to our 2026 annual meeting of shareholders and is incorporated herein by reference.
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PART IV

Item 15. Exhibits, and Financial Statement Schedules
Financial Statements
The following Consolidated Financial Statements and Reports of Independent Registered Public Accounting Firm included under Item 8 of Part II of this report are herein incorporated by reference:
Reports of the Company’s Independent Registered Public Accounting Firm
Consolidated Statements of Operations—For the years ended December 31, 2025, 2024 and 2023
Consolidated Balance Sheets—As of December 31, 2025 and 2024
Consolidated Statements of Cash Flows—For the years ended December 31, 2025, 2024 and 2023
Consolidated Statements of Stockholders’ Equity—For the years ended December 31, 2025, 2024 and 2023
Notes to the Consolidated Financial Statements
Financial Statement Schedules
All schedules have been omitted because the schedules are not applicable, the required information is not in amounts sufficient to require submission of the schedule, or the information required is shown in the Consolidated Financial Statements or notes thereto previously included under Item 8 of Part II of this report.
Exhibits
The Exhibit Index, starting on the next page, and Exhibits being filed are submitted as part of this report.
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EXHIBIT INDEX

Number Exhibit Title

2.1 Stock Purchase Agreement, dated as of December 30, 2021, by and among Michael V. Petillo, in his individual capacity and as the sellers’ representative, the 2020 Audrey Petillo Family Trust, the Michael V. Petillo Family Trust, Petillo LLC, Petillo NY LLC, Petillo Maryland Incorporated, Petillo NJ Holdings Incorporated, Petillo NY Holdings Incorporated, Petillo MD Holdings Incorporated and Sterling Construction Company, Inc. (incorporated by reference to Exhibit 2.1 to Sterling Construction Company, Inc.’s Current Report on Form 8-K, filed on January 5, 2022 (SEC File No. 1-31993)).

2.2
Asset Purchase Agreement, dated as of June 16, 2025, by and among CEC Facilities, LLC, Sterling Infrastructure, Inc., CEC Facilities Group, LLC, MCEC, LLC, CEC Electrical, Inc., Brad Smith, in his capacity as a member of CEC Facilities Group, Daniel Williams, in his capacity as a member of CEC Facilities Group, LLC and as the sellers’ representative, and Ray Waddell, in his capacity as beneficial owner (incorporated by reference to Exhibit 2.1 to Sterling Infrastructure, Inc.’s Current Report on Form 8-K, filed on June 18 , 2025 (SEC File No. 1-31993)) .

3.1 Composite Certificate of Incorporation of Sterling Infrastructure, Inc. as amended through May 3, 2023 (incorporated by reference to Exhibit 3.1 to Sterling Infrastructure, Inc.’s Registration Statement on Form 8-A, filed on May 12, 2023 (SEC File No. 1-31993)).

3.2 Amended and Restated Bylaws of Sterling Infrastructure, Inc. (incorporated by reference to Exhibit 3.2 to Sterling Infrastructure, Inc.’s Quarterly Report on Form 10-Q, filed on November 7, 2024 (SEC file No. 1-31993)).

4.1 Form of Common Stock Certificate of Sterling Infrastructure, Inc. (incorporated by reference to Exhibit 4.1 to Sterling Infrastructure, Inc.'s Registration Statement on Form 8-A, filed on May 12, 2023 (SEC File No. 1-31993)).

4.2
Description of Securities Registered Under Section 12 (incorporated by reference to Exhibit 4.2 to Sterling Infrastructure, Inc.’s Form 10-Q filed on August 8, 2023 (SEC File No. 1-31993)).

10.1 (1)
Sterling Construction Company, Inc. 2019 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to Sterling Construction Company, Inc.’s Current Report on Form 8-K, filed on May 8, 2019 (SEC File No. 1-31993)).

10.2 (1)
Sterling Infrastructure, Inc. Second Amended and Restated 2018 Stock Incentive Plan (incorporated by reference to Exhibit 99.1 to Sterling Infrastructure, Inc.’s Registration Statement on Form S-8, filed on May 9, 2024 (SEC File No. 1-31993)).

10.3.1 (1)(2)
Standard Non-Employee Director Compensation adopted by the Board of Directors effective May 8, 2025.

10.3.2 (1)
Form of Non-Employee Director Restricted Stock Agreement (incorporated by reference to Exhibit 10.2.2 to Sterling Construction Company, Inc.’s Quarterly Report on Form 10-Q for quarter ended March 31, 2018, filed on May 8, 2018 (SEC File No. 1-31993)).

10.4 (1)
Amended and Restated Executive Employment Agreement dated January 1, 2024 between Sterling Infrastructure, Inc. and Joseph A. Cutillo (incorporated by reference to Exhibit 10.4 to Sterling Infrastructure, Inc.'s Annual Report on Form 10-K filed on February 27, 2024 (SEC File No. 1-31993)).

10.5 (1)
Executive Employment Agreement dated December 12, 2018 between Sterling Construction Company, Inc. and Ronald A. Ballschmiede (incorporated by reference to Exhibit 10.4 to Sterling Construction Company, Inc.’s Form 10-K filed on March 5, 2019 (SEC File No. 1-31993)).

10.6 (1)
Executive Employment Offer dated July 27, 2020 between Sterling Construction Company, Inc. and Mark Wolf (incorporated by reference to Exhibit 10.6.1 to Sterling Construction Company, Inc.’s Form 10-K filed on March 5, 2021 (SEC File No. 1-31993)).

10.7 (1)
Plan Description - Senior Executive Incentive Compensation Plan (adopted 2019) (incorporated by reference to Exhibit 10.1 to Sterling Construction Company, Inc.’s Quarterly Report on Form 10-Q filed on May 7, 2019 (SEC File No. 1-31993)).

10.8 (1)
Form of Long-Term Incentive Award Agreement (adopted 2019) (incorporated by reference to Exhibit 10.9 to Sterling Construction Company, Inc.’s Form 10-K filed on March 3, 2020 (SEC File No. 1-31993)).

10.9 (1)
Form of Senior Executive Incentive Compensation Program - Program Description (incorporated by reference to Exhibit 10.3 to Sterling Construction Company, Inc.’s Quarterly Report on Form 10-Q filed on August 3, 2021 (SEC File No. 1-31993)).

10.10 (1)
Form of SEICP Long-Term Incentive Award Agreement (incorporated by reference to Exhibit 10.4 to Sterling Construction Company, Inc.’s Quarterly Report on Form 10-Q filed on August 3, 2021 (SEC File No. 1-31993)).

10.11 Amended and Restated Credit Agreement, dated June 5, 2025, by and among Sterling Infrastructure, Inc., the subsidiaries of the Company party thereto as Guarantors, the Lenders party thereto and BMO Bank, N.A. as Administrative Agent (incorporated by reference to Exhibit 10.1 to Sterling Infrastructure, Inc.’s Current Report on Form 8-K, filed on June 9. 2025 (SEC File No. 1-31993)).

69

10.12 (1)
Executive Employment Offer dated December 20, 2023 between Sterling Infrastructure, Inc. and Sharon Villaverde (incorporated by reference to Exhibit 10.17 to Sterling Infrastructure, Inc.’s Annual Report on Form 10-K, filed on February 26, 2025 (SEC File No. 1-31993)).

10.13 (1)
Executive Employment Offer dated July 12, 2024 between Sterling Infrastructure, Inc. and Dan Govin (incorporated by reference to Exhibit 10.18 to Sterling Infrastructure, Inc.’s Annual Report on Form 10-K, filed on February 26, 2025 (SEC File No. 1-31993)).

10.14 (1)
Executive Employment Offer dated June 4, 2025 between Sterling Infrastructure, Inc. and Nicholas Grindstaff (incorporated by reference to Exhibit 10.2 to Sterling Construction Company, Inc.’s Quarterly Report on Form 10-Q for quarter ended June 30, 2025, filed on August 5, 2025 (SEC File No. 1-31993)).

10.15 (1)(2)
Form of Senior Executive Incentive Compensation Program - Program Description (adopted 2025).

10.16 (1)(2)
Form of Time-Based Restricted Share Unit Agreement (adopted 2025).

10.17 (1)(2)
Form of Performance-Based Restricted Share Unit Agreement (adopted 2025).

19.1
Insider Trading Policy (incorporated by reference to Exhibit 19.1 to Sterling Infrastructure, Inc.’s Annual Report on Form 10-K, filed on February 26, 2025 (SEC File No. 1-31993)).

21.1 (2)
Subsidiaries of the registrant.

23.1 (2)
Consent of Grant Thornton LLP.

31.1 (2)
Certification of Joseph A. Cutillo, Chief Executive Officer of Sterling Infrastructure, Inc.

31.2 (2)
Certification of Nicholas Grindstaff, Chief Financial Officer of Sterling Infrastructure, Inc.

32.1 (3)
Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) of Joseph A. Cutillo, Chief Executive Officer of Sterling Infrastructure, Inc.

32.2 (3)
Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) of Nicholas Grindstaff, Chief Financial Officer of Sterling Infrastructure, Inc.

97.1
Sterling Infrastructure, Inc. Clawback Policy, effective as of October 2, 2023 (incorporated by reference to Exhibit 97.1 to Sterling Infrastructure, Inc.’s Annual Report on Form 10-K filed on February 27, 2024 (SEC File No. 1-31993)).

101.INS XBRL Instance Document—The instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document

101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

(1) Management contract, compensatory plan or arrangement
(2) Filed herewith
(3) Furnished herewith

Item 16. Form 10-K Summary
None.
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SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) 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, on February 26, 2026.

Sterling Infrastructure, Inc.

By: /s/ Joseph A. Cutillo
    Joseph A. Cutillo, Chief Executive Officer
    (Duly Authorized Officer)

 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February 26, 2026.

Signature   Title
/s/ Joseph A. Cutillo   Chief Executive Officer (Principal Executive Officer)
Joseph A. Cutillo   Director
     
/s/ Nicholas Grindstaff   Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
Nicholas Grindstaff  
     
/s/ Roger A. Cregg Director and Non-Executive Chairman

Roger A. Cregg

/s/ William T. Bosway
  Director
William T. Bosway
   

/s/ Julie A. Dill   Director
Julie A. Dill    
     
/s/ Dana C. O’Brien   Director
Dana C. O’Brien    

/s/ Dwayne A. Wilson Director
Dwayne A. Wilson

/s/ B. Andrew Rose
Director
B. Andrew Rose

/s/ David S. Schulz Director
David S. Schulz

71