Arcosa ACA Form 10-Q filing Q3 FY2025

Item 6. Exhibits 39

SIGNATURES 40

PART I

Item 1. Financial Statements

Arcosa, Inc. and Subsidiaries

Consolidated Statements of Operations

(unaudited)

See accompanying Notes to Consolidated Financial Statements.

Arcosa, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(unaudited)

See accompanying Notes to Consolidated Financial Statements.

See accompanying Notes to Consolidated Financial Statements.

Arcosa, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(unaudited)

See accompanying Notes to Consolidated Financial Statements.

See accompanying Notes to Consolidated Financial Statements.

Arcosa, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(unaudited)

Note 1. Overview and Summary of Significant Accounting Policies

Basis of Presentation

Arcosa, Inc. and its consolidated subsidiaries (“Arcosa,” the “Company,” “we,” or “our”), headquartered in Dallas, Texas, is a provider of infrastructure-related products and solutions with leading brands serving construction, engineered structures, and transportation markets in North America. Arcosa is a Delaware corporation and was incorporated in 2018.

The accompanying Consolidated Financial Statements are unaudited and have been prepared from the books and records of Arcosa, Inc. and its consolidated subsidiaries. All normal and recurring adjustments necessary for a fair presentation of the financial position of the Company and the results of operations, comprehensive income/loss, and cash flows have been made in conformity with accounting principles generally accepted in the U.S. (“GAAP”). All significant intercompany accounts and transactions have been eliminated. Because of seasonal and other factors, the financial condition and results of operations for the three and nine months ended September 30, 2025 may not be indicative of Arcosa's expected business, financial condition, and results of operations for the year ending December 31, 2025.

These interim financial statements and notes are condensed as permitted by the instructions to Form 10-Q and should be read in conjunction with the audited Consolidated Financial Statements of the Company included in its Annual Report on Form 10-K for the year ended December 31, 2024.

Stockholders' Equity

In December 2024, the Company’s Board of Directors (the “Board") authorized a $50.0 million share repurchase program effective January 1, 2025 through December 31, 2026 to replace an expiring program of the same amount. For the three and nine months ended September 30, 2025, the Company did not repurchase any shares, leaving the full amount of the $50.0 million authorization available as of September 30, 2025.

Revenue Recognition

Revenue is measured based on the allocation of the transaction price in a contract to satisfied performance obligations. The transaction price does not include any amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. The following is a description of principal activities from which the Company generates its revenue, separated by reportable segments. Payments for our products and services are generally due within normal commercial terms. For a further discussion regarding the Company’s reportable segments, see Note 4 Segment Information.

Construction Products

The Construction Products segment primarily recognizes revenue when the customer has accepted the product and legal title of the product has passed to the customer.

Engineered Structures

Within the Engineered Structures segment, revenue is recognized for wind towers and certain utility structures over time as the products are manufactured using an input approach based on the costs incurred relative to the total estimated costs of production. We recognize revenue over time for these products as they are highly customized to the needs of an individual customer resulting in no alternative use to the Company if not purchased by the customer after the contract is executed. In addition, we have the right to bill the customer for our work performed to date plus at least a reasonable profit margin for work performed. As of September 30, 2025, we had a contract asset of $78.6 million related to these contracts, compared to $65.5 million as of December 31, 2024, which is included in receivables, net of allowance, within the Consolidated Balance Sheets. The increase in the contract asset is attributed to timing of deliveries of finished structures to customers during the period. For all other products, revenue is recognized when the customer has accepted the product and legal title of the product has passed to the customer.

Transportation Products

The Transportation Products segment recognizes revenue when the customer has accepted the product and legal title of the product has passed to the customer.

Revenues

Total revenues for the Company's reportable segments are presented below:

(1) On August 16, 2024, the Company completed the divestiture of its steel components business.

Unsatisfied Performance Obligations

The following table includes estimated revenue expected to be recognized in future periods related to performance obligations that are unsatisfied or partially satisfied as of September 30, 2025:

In our Engineered Structures segment, 43% of the unsatisfied performance obligations for our utility and related structures are expected to be recognized during 2025, and substantially all of the remaining performance obligations are expected to be recognized in 2026. For our wind towers business, 18% of the unsatisfied performance obligations are expected to be recognized during 2025, with the remainder expected to be recognized through 2027.

For inland barges in our Transportation Products segment, 30% of the unsatisfied performance obligations are expected to be recognized during 2025, and the remainder are expected to be recognized in 2026.

Income Taxes

The liability method is used to account for income taxes. Deferred income taxes represent the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances reduce deferred tax assets to an amount that will more likely than not be realized.

The Company regularly evaluates the likelihood of realization of tax benefits derived from positions it has taken in various federal and state filings after consideration of all relevant facts, circumstances, and available information. For those tax positions that are deemed more likely than not to be sustained, the Company recognizes the benefit it believes is cumulatively greater than 50% likely to be realized. To the extent the Company were to prevail in matters for which accruals have been established or be required to pay amounts in excess of recorded reserves, the effective tax rate in a given financial statement period could be materially impacted.

Financial Instruments

The Company considers all highly liquid debt instruments to be cash and cash equivalents if purchased with a maturity of three months or less. Financial instruments that potentially subject the Company to a concentration of credit risk are primarily cash investments and receivables. The Company places its cash investments in bank deposits and highly-rated money market funds, and its investment policy limits the amount of credit exposure to any one commercial issuer. We seek to limit concentration of credit risk with respect to the Company's receivables with control procedures that monitor the credit worthiness of customers, together with the large number of customers in the Company's customer base and their dispersion across different industries and geographic areas. As receivables are generally unsecured, the Company maintains an allowance based upon the expected credit losses. Receivable balances determined to be uncollectible are charged against the allowance. To accelerate the conversion to cash, the Company may sell a portion of its trade receivables to third parties. The Company has no recourse to these receivables once they are sold but may have continuing involvement related to servicing and collection activities. The impact of these transactions in the Company's Consolidated Statements of Operations for the three and nine months ended September 30, 2025 was not significant. The carrying values of cash, receivables, and accounts payable are considered to be representative of their respective fair values.

Recent Accounting Pronouncements

Recently adopted accounting pronouncements

Effective January 1, 2025, the Company adopted Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which is intended to improve the transparency of income tax disclosures by requiring 1) consistent categories and greater disaggregation of information in the rate reconciliation and 2) income taxes paid disaggregated by jurisdiction. The standard also includes certain other amendments to improve the effectiveness of income tax disclosures. The additional disclosure requirements will be reflected in our Annual Report on Form 10-K for the year ending December 31, 2025. As ASU 2023-09 only modifies the Company's required income tax disclosures, the adoption of this guidance did not have a material impact on the Company's Consolidated Financial Statements.

Effective January 1, 2024, the Company adopted Accounting Standards Update No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The adoption of this guidance did not have a material effect on the Company's Consolidated Financial Statements.

Recently issued accounting pronouncements not adopted as of September 30, 2025

In November 2024, the FASB issued Accounting Standards Update No. 2024-03. "Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses" ("ASU 2024-03"), which requires public business entities to disclose additional information about certain key expense categories within major income statement captions in the notes to consolidated financial statements. These enhanced disclosures are expected to help investors more effectively understand an entity's performance, assess its prospects for future cash flows, and compare an entity's performance over time and with that of other entities. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, and may be applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2024-03 on its Consolidated Financial Statements.

Reclassifications

Certain prior year balances have been reclassified in the Consolidated Financial Statements and accompanying notes to the Consolidated Financial Statements to conform with the current year presentation.

Note 2. Acquisitions and Divestitures

2025 Acquisitions

There were no acquisitions completed during the three and nine months ended September 30, 2025.

2024 Acquisitions

On October 1, 2024, we acquired substantially all of the construction materials business of Stavola Holding Corporation and its affiliated entities ("Stavola") for $1.2 billion in cash, subject to certain customary purchase price adjustments. The purchase price was funded with a combination of proceeds from a private offering of $600.0 million of 6.875% senior unsecured notes that closed on August 26, 2024 and $700.0 million in borrowings under a variable-rate secured term loan entered into on October 1, 2024. See Note 7 Debt for additional information. Stavola, which is included in our Construction Products segment, is an aggregates-led and vertically integrated construction materials company primarily serving the New York-New Jersey Metropolitan Statistical Area ("MSA") through its network of five hard rock natural aggregates quarries, twelve asphalt plants, and three recycled aggregates sites. The Stavola acquisition expanded our platform into the nation's largest MSA with industry-leading financial attributes. During the nine months ended September 30, 2025, the Company received $17.6 million from escrow related to purchase price adjustments in accordance with the terms of the purchase agreement for the Stavola acquisition, which reduced the total purchase price consideration.

The Stavola acquisition was recorded as a business combination based on a valuation of assets acquired and liabilities assumed at their acquisition date fair values using unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets and liabilities ("Level 3" inputs). The following table details the final purchase price allocation:

Goodwill represents the excess of the purchase consideration over the valuation of the net assets acquired. The acquired goodwill, which has been assigned to the Construction Products segment, is tax-deductible and primarily attributable to Stavola's market position and existing workforce. The acquired intangibles include beneficial use rights, recycling permits, and the Stavola trade name, which have a useful life of 34 years, 20 years, and 5 years, respectively.

On the acquisition date, the Company also entered into three separate lease agreements for properties owned by the sellers. These lease agreements were accounted for separately from the Stavola acquisition, and the corresponding right of use assets and lease liabilities of $12.3 million and $12.6 million, respectively, are reflected in the Consolidated Balance Sheet as of September 30, 2025.

Revenues and operating profit included in the Consolidated Statement of Operations were $102.6 million and $32.3 million, respectively, for the three months ended September 30, 2025, and $219.3 million and $44.2 million, respectively, for the nine months ended September 30, 2025. Non-recurring transaction costs incurred during the three and nine months ended September 30, 2025 were not significant.

In July 2024, we completed the acquisition of a Phoenix, Arizona based natural aggregates business in our Construction Products segment, for a total purchase price of $35.0 million.

In April 2024, we completed the acquisition of Ameron Pole Products LLC ("Ameron"), a leading manufacturer of highly engineered, premium concrete and steel poles for a broad range of infrastructure applications, including lighting, traffic, electric distribution, and small-cell telecom, for a total purchase price of $180.0 million. With operations in Alabama, California, and Oklahoma, Ameron is included in our Engineered Structures segment. The acquisition was funded with $160.0 million of borrowings under our revolving credit facility and cash on hand. The acquisition was recorded as a business combination based on a valuation of the assets acquired and liabilities assumed at their acquisition date fair value using Level 3 inputs. The final valuation resulted in the recognition of, among others, $60.8 million of property, plant, and equipment, $25.6 million of customer relationships, $18.1 million of inventory, $12.8 million of developed technology, $12.0 million of accounts receivable, $8.9 million of trademarks and $42.3 million of goodwill in our Engineered Structures segment. The acquired goodwill, which is tax-deductible, primarily relates to Ameron's market position and existing workforce.

Divestitures

There were no divestitures completed during the three and nine months ended September 30, 2025.

In August 2024, the Company completed the divestiture of its steel components business. The steel components business, previously reported in the Transportation Products segment, was a leading supplier of railcar coupling devices, railcar axles, and circular forgings. The total consideration for the divestiture was $110.0 million consisting of $55.0 million in cash, a $25.0 million seller's note and a $30.0 million earnout, for which the estimated fair value as of September 30, 2025 was $10.8 million. See Note 3 Fair Value Accounting. During the three and nine months ended September 30, 2025, the Company recognized a loss of $3.6 million and $6.1 million, respectively, primarily due to a change in the estimated fair value of the earnout and certain long-term liabilities, which are presented within other operating (income) expense on the Consolidated Statements of Operations. Revenues and operating loss of the steel components business were $13.6 million and $25.4 million, respectively, for the three months ended September 30, 2024, and $87.8 million and $20.9 million, respectively, for the nine months ended September 30, 2024. As the steel components business was not core to Arcosa's long-term strategy, its divestiture was not considered a strategic shift that would have a major effect on the Company's operations or financial results from either a quantitative or qualitative perspective. Accordingly, it is not reported as a discontinued operation.

During the three months ended June 30, 2024, we completed the divestiture of certain assets and liabilities of a single-location asphalt and paving operation in our Construction Products segment and the sale of a non-operating facility in our Engineered Structures segment. The total consideration for these divestitures was $27.3 million.

Note 3. Fair Value Accounting

Assets and liabilities measured at fair value on a recurring basis are summarized below:

(1) Included in other assets on the Consolidated Balance Sheets.

(2) Included in accrued liabilities on the Consolidated Balance Sheets.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for that asset or liability in an orderly transaction between market participants on the measurement date. An entity is required to establish a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair values are listed below:

Level 1 – This level is defined as quoted prices in active markets for identical assets or liabilities. The Company’s cash equivalents are instruments of the U.S. Treasury or highly-rated money market mutual funds.

Level 2 – This level is defined as observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – This level is defined as unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Contingent consideration relates to estimated future payments expected from businesses previously acquired or sold. We estimate the fair value of the contingent consideration using a model appropriate for the structure of the contingent consideration, which may include discounted cash flow models, Monte Carlo simulations, or option pricing models. The fair values are sensitive to changes in the forecast of the performance metrics and in other metrics such as discount rates and volatility. The fair value is reassessed quarterly based on assumptions used in our latest projections. See further discussion in Note 2 Acquisitions and Divestitures.

Note 4. Segment Information

The Company's operating segments are identified on the basis of information that is reviewed by our chief operating decision maker, the Chief Executive Officer, to make decisions about resources to be allocated and assess its performance. The Company reports operating results in three principal business segments:

Construction Products. The Construction Products segment primarily produces and sells natural and recycled aggregates, specialty materials, asphalt mix, and construction site support equipment, including trench shields and shoring products.

Engineered Structures. The Engineered Structures segment primarily manufactures and sells steel and concrete structures for infrastructure businesses, including utility structures for electricity transmission and distribution, structural wind towers, traffic and lighting structures, and telecommunication structures. These products share similar manufacturing competencies and steel sourcing requirements and can be manufactured across our North American footprint.

Transportation Products. The Transportation Products segment primarily manufactures and sells inland barges, fiberglass barge covers, winches, marine hardware, and other transportation and industrial equipment. In August 2024, the Company completed the sale of its steel components business, which manufactured and sold steel components for railcars. See Note 2 Acquisitions and Divestitures.

The financial information for these segments is shown in the tables below. We operate principally in North America.

Three Months Ended September 30, 2025

Nine Months Ended September 30, 2025

Three Months Ended September 30, 2024

Nine Months Ended September 30, 2024

Note 5. Property, Plant, and Equipment

The following table summarizes the components of property, plant, and equipment as of September 30, 2025 and December 31, 2024.

During the nine months ended September 30, 2025 and 2024, the Company recorded impairments of $2.0 million and $5.8 million, respectively, related to plant closures in our Construction Products segment. During the nine months ended September 30, 2025 and 2024, the Company recognized gains on the disposition of property, plant, and equipment of $16.4 million and $8.4 million, respectively, primarily related to the sale of land and equipment. The impairments and gains on sale of property, plant, and equipment are included in other operating (income) expense on the Consolidated Statements of Operations. Depreciation and depletion related to assets that contribute to the production of revenue are included in cost of revenues on the Consolidated Statements of Operations.

Note 6. Goodwill and Other Intangible Assets

Goodwill

Goodwill by segment is as follows:

The decrease in Construction Products goodwill during the nine months ended September 30, 2025 is due to purchase price adjustments from the Stavola acquisition. See Note 2 Acquisitions and Divestitures.

Intangible Assets

Intangibles, net consisted of the following:

Note 7. Debt

The following table summarizes the components of debt as of September 30, 2025 and December 31, 2024:

Revolving Credit Facility

In August 2023, we entered into a Second Amended and Restated Credit Agreement (as amended, the "Credit Agreement") to increase our revolving credit facility from $500.0 million to $600.0 million, extend the maturity date of our revolving credit facility from January 2, 2025 to August 23, 2028, and refinance and repay in full the remaining balance of the term loan then outstanding under our prior credit facility.

On August 15, 2024, we entered into Amendment No. 1 to the Credit Agreement ("Amendment No. 1 to the Credit Agreement") to, among other things, (i) increase our revolving credit facility from $600.0 million to $700.0 million, (ii) collateralize the amended revolving credit facility with substantially all of our and our subsidiary guarantors' personal property (with certain exceptions), (iii) make the applicable margin for revolving borrowings, letters of credit and the commitment fee rate be based on our consolidated net leverage ratio (permitting up to $150.0 million of unrestricted cash to be netted from the calculation thereof), (iv) modify the margin for Secured Overnight Financing Rate ("SOFR")-based revolving borrowings and letters of credit to range from 1.25% to 2.50% per annum, (v) modify the margin for base rate revolving borrowings to range from 0.25% to 1.50%, (vi) modify the commitment fee that accrues on the unused portion of the revolving credit facility to range from 0.20% to 0.45%, and (vii) modify the maximum permitted leverage ratio to include a net debt concept (permitting up to $150.0 million of unrestricted cash to be netted from the calculation thereof), and to provide that such ratio shall be no greater than 5.00 to 1.00 during the fourth quarter of 2024 and the next two fiscal quarters, 4.50 to 1.00 for the next following two fiscal quarters, and 4.00 to 1.00 for each fiscal quarter thereafter (however, this maximum permitted leverage ratio may be increased to 4.50 to 1.00 for up to four fiscal quarters if a material acquisition is entered into). These amendments did not become effective until the closing of the Stavola acquisition on October 1, 2024. The amended revolving credit facility's maturity date of August 23, 2028 remains unchanged.

As of September 30, 2025, we had no outstanding loans borrowed under our revolving credit facility, which left $700.0 million available for borrowing.

The interest rates for revolving loans under the Credit Agreement are variable based on the daily simple or term SOFR, plus a 10-basis point credit spread adjustment, or an alternate base rate, in each case plus a margin for borrowing. A commitment fee accrues on the average daily unused portion of the revolving credit facility. The margin for revolving borrowings and commitment fee rate are determined based on the Company’s consolidated total net leverage ratio (as measured by a consolidated funded indebtedness, less the aggregate amount of unrestricted cash up to a maximum amount not to exceed $150.0 million, to consolidated EBITDA ratio). As of September 30, 2025, the margin for borrowing based on SOFR was set at 2.00% and the commitment fee rate was set at 0.35%.

The revolving credit facility portion of the Credit Agreement requires the maintenance of certain ratios related to leverage and interest coverage. As of September 30, 2025, we were in compliance with all such financial covenants. Borrowings under the Credit Agreement are guaranteed by certain domestic subsidiaries of the Company. On October 1, 2024, we collateralized our obligations under the Credit Agreement with substantially all of our and our subsidiary guarantors' personal property (with certain exceptions).

The carrying value of revolving borrowings under the Credit Agreement approximates fair value because the interest rate adjusts to the market interest rate (Level 3 input). See Note 3 Fair Value Accounting.

In connection with the Credit Agreement, the Company incurred debt issuance costs of approximately $1.9 million during the year ended December 31, 2024. As of September 30, 2025, total unamortized debt issuance costs related to the prior and amended revolving credit facilities were $2.9 million. These costs are included in other assets on the Consolidated Balance Sheet and are amortized into interest expense over the term of the Credit Agreement.

Term Loan

Amendment No. 1 to the Credit Agreement provided for a secured term loan facility (the “2024 Term Loan”) in an aggregate principal amount of $700.0 million. The 2024 Term Loan was funded on October 1, 2024 with the closing of the Stavola acquisition, of which $100.0 million was used to pay down the Company's revolving credit facility. The 2024 Term Loan required, among other things, (i) mandatory prepayments from excess cash flow on an annual basis, commencing with the fiscal year ending December 31, 2025, (ii) mandatory prepayments with proceeds of certain asset sales and debt issuances, and (iii) quarterly principal amortization payments in an amount equal to 0.25% of the 2024 Term Loan. The 2024 Term Loan had a maturity date of October 1, 2031. The interest rate for the 2024 Term Loan was based on SOFR plus 2.25% per year. The 2024 Term Loan was prepayable at any time without penalty. The 2024 Term Loan was guaranteed by the same subsidiaries of the Company that guarantee our revolving credit facility, and the 2024 Term Loan was secured on a pari passu basis with our revolving credit facility.

In connection with the issuance of the 2024 Term Loan, the Company incurred $7.0 million of debt issuance costs.

On June 17, 2025, we entered into Amendment No. 2 to the Credit Agreement to establish a new class of term loans (the "2025 Refinancing Term Loan") in an aggregate principal amount of $698.3 million. We used the 2025 Refinancing Term Loan's net proceeds, together with cash on hand, to satisfy the outstanding balance under the 2024 Term Loan. The interest rate for the 2025 Refinancing Term Loan is based on SOFR plus 2.00% per year, or an alternate base rate, plus 1.00% per year, a 0.25% per annum reduction from the 2024 Term Loan. If the 2025 Refinancing Term Loan is prepaid in connection with a repricing transaction or we effect any amendment to the Credit Agreement resulting in a repricing transaction, in either case within six months after the initial funding of the 2025 Refinancing Term Loan, there is a 1.00% premium on such prepaid amount or on the amount outstanding at the time such repricing transaction amendment becomes effective. Otherwise, the 2025 Refinancing Term Loan is prepayable at any time without premium or penalty (other than customary SOFR-related breakage costs). All other terms of the 2025 Refinancing Term Loan are the same as the 2024 Term Loan that was prepaid with the proceeds of the 2025 Refinancing Term Loan. During the nine months ended September 30, 2025, without premium or penalty, the Company prepaid $98.3 million of the outstanding principal balance on the 2025 Refinancing Term Loan.

In connection with the issuance of the 2025 Refinancing Term Loan, the Company incurred $0.8 million of debt issuance costs.

Senior Notes

On August 26, 2024, the Company issued $600.0 million aggregate principal amount of 6.875% senior unsecured notes (the "2024 Notes") that mature in August 2032. Interest on the 2024 Notes is payable semiannually in February and August. In April 2021, the Company issued $400.0 million aggregate principal amount of 4.375% senior unsecured notes (the "2021 Notes", and together with the 2024 Notes, the "Senior Notes") that mature in April 2029. Interest on the 2021 Notes is payable semiannually in April and October. The Senior Notes are senior unsecured obligations of the Company and are guaranteed on a senior unsecured basis by each of the Company’s domestic subsidiaries that is a guarantor under our Credit Agreement. The terms of each indenture governing the Senior Notes, among other things, limit the ability of the Company and each of its subsidiaries to create liens on assets, enter into sale and leaseback transactions, and consolidate, merge or transfer all or substantially all of its assets and the assets of its subsidiaries. The terms of each indenture also limit the ability of the Company’s non-guarantor subsidiaries to incur certain types of debt.

The Company has the option to redeem all or a portion of the Senior Notes at redemption prices set forth in the applicable indenture, plus accrued and unpaid interest to the redemption date. If a Change of Control Triggering Event (as defined in each applicable indenture) occurs, the Company must offer to repurchase the Senior Notes at a price equal to 101% of the principal amount of the Senior Notes, plus accrued and unpaid interest to the date of repurchase.

The estimated fair values of the 2024 Notes and 2021 Notes as of September 30, 2025 were $627.1 million and $389.8 million, respectively, based on quoted market prices in a market with little activity (Level 2 input).

In connection with the issuance of the 2024 Notes and the 2021 Notes, the Company incurred $8.2 million and $6.6 million, respectively, of debt issuance costs.

The remaining principal payments under existing debt agreements as of September 30, 2025 are as follows:

Note 8. Leases

We have various leases primarily for office space, land and buildings, and certain equipment. At inception, we determine if an arrangement contains a lease and whether that lease meets the classification criteria of a finance or operating lease. For leases that contain options to purchase, terminate, or extend, such options are included in the lease term when it is reasonably certain that the option will be exercised. Some of our lease arrangements contain lease components and non-lease components which are accounted for as a single lease component as we have elected the practical expedient to group lease and non-lease components for all leases.

As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on information available at commencement date in determining the present value of lease payments.

Future minimum lease payments for operating and finance lease obligations as of September 30, 2025 consisted of the following:

The following table summarizes our operating and finance leases and their classification within the Consolidated Balance Sheet.

Note 9. Other

Other nonoperating (income) expense consists of the following items:

Note 10. Income Taxes

For interim income tax reporting, we estimate our annual effective tax rate and apply it to our year-to-date ordinary income (loss). Tax jurisdictions with a projected or year to date loss for which a tax benefit cannot be realized are excluded. The tax effects of unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, are reported in the interim period in which they occur. We have open tax years from 2019 to 2024 with various significant tax jurisdictions.

Our effective tax rates of 16.2% and 16.0% for the three and nine months ended September 30, 2025, respectively, differed from the U.S. federal statutory rate of 21.0% due to Advanced Manufacturing Production ("AMP") tax credits, state income taxes, statutory depletion deductions, compensation-related items, and other foreign adjustments. Our effective tax rates of 13.1% and 15.2% for the three and nine months ended September 30, 2024, respectively, differed from the U.S. federal statutory rate of 21.0% due to AMP tax credits, compensation-related items, state income taxes, statutory depletion deductions, and tax effects of foreign currency translations.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, the scaling back of, repeal of, and/or addition of stricter eligibility requirements for, several renewable-energy tax incentives, and the restoration of immediate deductibility of certain capital expenditures for tangible, depreciable personal property, and research and development expenditures. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. As of September 30, 2025, the Company’s tax provision includes the estimated effects of mandatory aspects of the OBBBA, the impact of which were not significant. We continue to assess the potential impacts of further tax planning elections allowed under the OBBBA.

Note 11. Employee Retirement Plans

Total employee retirement plan expense, which includes related administrative expenses, is as follows:

The Company contributes to various multiemployer defined benefit pension plans under the terms of collective-bargaining agreements that cover certain union-represented employees at one of the facilities in our Engineered Structures segment and four of the facilities in our Construction Products segment acquired in the Stavola acquisition. The Company contributed $0.8 million and $2.1 million to the multiemployer plans for the three and nine months ended September 30, 2025, respectively. The Company contributed $0.5 million and $1.3 million to the multiemployer plans for the three and nine months ended September 30, 2024, respectively. Total contributions to these plans for 2025 are expected to be approximately $3.2 million.

Note 12. Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss for the nine months ended September 30, 2025 and 2024 are as follows:

Note 13. Stock-Based Compensation

Stock-based compensation totaled approximately $6.4 million and $19.8 million for the three and nine months ended September 30, 2025, respectively. Stock-based compensation totaled approximately $4.9 million and $19.0 million for the three and nine months ended September 30, 2024, respectively.

Note 14. Earnings Per Common Share

Basic earnings per common share is computed by dividing net income remaining after allocation to participating unvested restricted shares by the weighted average number of basic common shares outstanding for the period. Except when the effect would be antidilutive, the calculation of diluted earnings per common share includes the weighted average net impact of nonparticipating unvested restricted shares. Total weighted average restricted shares were 0.9 million and 1.1 million for the three and nine months ended September 30, 2025, respectively. Total weighted average restricted shares were 1.1 million and 1.2 million for the three and nine months ended September 30, 2024, respectively.

The computation of basic and diluted earnings per share follows.

Note 15. Commitments and Contingencies

The Company is involved in claims and lawsuits incidental to our business arising from various matters including commercial disputes, alleged product defect and/or warranty claims, intellectual property matters, personal injury claims, environmental issues, employment and/or workplace-related matters, and various governmental regulations. The Company evaluates its exposure to such claims and suits periodically and establishes accruals for these contingencies when probable losses can be reasonably estimated. At September 30, 2025, the reasonably possible losses and any related accruals for such matters were not significant.

Estimates of liability arising from future proceedings, assessments, or remediation are inherently imprecise. Accordingly, there can be no assurance that we will not become involved in future litigation or other proceedings, including those related to the environment or, if we are found to be responsible or liable in any such litigation or proceeding, that such costs would not be material to the Company.

Other commitments

In the normal course of business, at September 30, 2025, the Company was contingently liable for $206.3 million in surety bonds, which guarantee its own performance and are required by certain states and municipalities and their related agencies. The Company has indemnified the underwriting insurance companies against any exposure under the surety bonds. The Company is not aware of any circumstances that would result in material claims against these bonds.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. Our MD&A is presented in the following sections:

• Company Overview
• Market Outlook
• Executive Overview
• Results of Operations
• Liquidity and Capital Resources
• Recent Accounting Pronouncements

Results of Operations

Overall Summary

Revenues

2025 versus 2024

• Revenues increased by 24.6% and 13.8% during the three and nine months ended September 30, 2025, respectively.
• Revenues from Construction Products increased primarily due to the contribution from the Stavola acquisition, which closed in October 2024.
• Revenues from Engineered Structures increased primarily due to higher volumes in our utility structures and wind towers businesses. For the nine months ended September 30, 2025, revenues also increased due to the contribution from the acquired Ameron business, which closed in April 2024.
• Revenues from Transportation Products were impacted by the divestiture of the steel components business, which was completed in August 2024. Excluding the divested business, revenues increased 21.8% and 15.3%, for the three and nine months ended September 30, 2025, respectively, primarily due to higher tank barge deliveries.

Operating Costs

(1) Depreciation, depletion, and amortization are included within operating profit and allocated between cost of revenues and selling, general, and administrative expenses depending on whether the underlying assets contribute to the production of revenue.

2025 versus 2024

• Operating costs increased by 13.0% and 8.8% during the three and nine months ended September 30, 2025, respectively.
• Operating costs for Construction Products increased primarily due to additional costs from the acquired Stavola business.
• Operating costs for Engineered Structures increased primarily due to higher volumes in utility structures and wind towers, partially offset by lower steel costs for utility structures.
• Operating costs for Transportation Products decreased primarily due to the divestiture of the steel components business, partially offset by higher barge volumes.
• Depreciation, depletion, and amortization expense increased primarily due to the acquisition of Stavola.
• Selling, general, and administrative expenses decreased by 0.2% and 0.9% for the three and nine months ended September 30, 2025, compared to the same periods in the prior year. As a percentage of revenues, selling, general, and administrative expenses were 10.3% and 10.6% for the three and nine months ended September 30, 2025, respectively, compared to 12.9% and 12.1% for the same periods in 2024, respectively.

Operating Profit (Loss)

N.M. - not meaningful

2025 versus 2024

• Operating profit increased 232.2% and 70.3% for the three and nine months ended September 30, 2025, respectively. Excluding the impact of the divested steel components business, operating profit increased 95.8% and 53.5% for the three and nine months ended September 30, 2025, respectively.
• Operating profit in Construction Products increased primarily due to the impact of the acquired Stavola business.
• Operating profit in Engineered Structures increased due to higher utility structures and wind tower volumes as well as improved product mix and operating improvements in our utility structures business.
• Excluding the impact of the divested steel components business, operating profit in Transportation Products increased due to higher barge volumes.
• Operating profit also increased due to lower acquisition and divestiture-related expenses which decreased by $11.9 and $19.0 for the three and nine months ended September 30, 2025, respectively.

For further discussion of revenues, costs, and the operating results of individual segments, see Segment Discussion below.

Other Nonoperating Income and Expense

Other nonoperating (income) expense consists of the following items:

Income Taxes

The provision for income taxes results in effective tax rates that differ from the statutory rates. The Company's effective tax rate for the three and nine months ended September 30, 2025 was 16.2% and 16.0%, respectively, compared to 13.1% and 15.2%, respectively, for the same periods in 2024. The change in the tax rate for the three and nine months ended September 30, 2025 is primarily due to higher state taxes and foreign adjustments.

Our effective tax rate differs from the federal tax rate of 21.0% due to AMP tax credits, state income taxes, statutory depletion deductions, compensation-related items, and other foreign adjustments. See Note 10 Income Taxes to the Consolidated Financial Statements for further discussion of income taxes.

Segment Discussion

Construction Products

(1) Depreciation, depletion, and amortization are included within operating profit and allocated between cost of revenues and selling, general, and administrative expenses depending on whether the underlying assets contribute to the production of revenue.

Three Months Ended September 30, 2025 versus Three Months Ended September 30, 2024

• Revenues increased 45.7% primarily due to the acquisition of Stavola which contributed $102.6 million to revenues during the quarter. Organic revenues in our construction materials businesses increased 7.1% due to higher pricing and volumes. Revenues in our trench shoring business increased 11.1% primarily due to higher volumes.
• Cost of revenues increased 42.2% due to increased costs from the Stavola acquisition, including higher depreciation, depletion, and amortization expense. Cost of revenues for our legacy businesses increased on higher volumes and operating inefficiencies largely due to unplanned maintenance at a few locations which lowered production volume. As a percentage of revenues, cost of revenues decreased to 73.4% in the current period, compared to 75.2% in the prior period.
• Selling, general, and administrative expenses increased 30.4% primarily due to additional costs from Stavola. Selling, general, and administrative expenses as a percentage of revenues was 9.4% in the current period, compared to 10.5% in the prior period.
• Operating profit increased 76.7% primarily due to the impact of the Stavola acquisition, which contributed $32.3 million in the current period. On an organic basis, operating profit decreased 3.2% as higher pricing and volume were offset by operating inefficiencies.
• Depreciation, depletion, and amortization expense increased 38.4% primarily due to the acquisition of Stavola, including the fair market value write-up of long-lived assets.

Nine Months Ended September 30, 2025 versus Nine Months Ended September 30, 2024

• Revenues increased 26.7% primarily due to the acquisition of Stavola which contributed $219.3 million to revenues during the period. Organic revenues in our construction materials businesses declined slightly as higher pricing was offset by lower volumes, a decrease in freight revenue, and a reduction in revenue from operations divested in the prior year. Revenues from our trench shoring business decreased slightly primarily due to lower volumes and reduced steel prices.
• Cost of revenues increased 27.2% primarily due to increased costs from the recently acquired businesses, including higher depreciation, depletion, and amortization expense. Cost of revenues in our legacy businesses were roughly flat. As a percentage of revenues, cost of revenues was 76.8% in the current period, compared to 76.5% in the prior period.
• Selling, general, and administrative expenses increased 15.2% primarily due to additional costs from Stavola. Selling, general, and administrative expenses as a percentage of revenues was 9.8% in the current period, compared to 10.7% in the prior period.
• Operating profit increased 36.6% primarily due to the impact of the Stavola acquisition, which contributed $44.2 million in the current period. On an organic basis, operating profit decreased due to lower revenues.
• Depreciation, depletion, and amortization expense increased 36.2% primarily due to the acquisition of Stavola, including the fair market value write-up of long-lived assets.

Engineered Structures

(1) Depreciation, depletion, and amortization are included within operating profit and allocated between cost of revenues and selling, general, and administrative expenses depending on whether the underlying assets contribute to the production of revenue.

Three Months Ended September 30, 2025 versus Three Months Ended September 30, 2024

• Revenues increased 11.3%. Revenues for our utility and related structures business increased primarily due to higher volumes and improved pricing, partially offset by lower steel prices. Revenues for our wind towers business increased primarily due to higher volumes from our new facility in New Mexico.
• Cost of revenues increased 8.9% primarily due to higher volumes, partially offset by lower steel prices. As a percentage of revenues, cost of revenues decreased to 78.0% in the current period, compared to 79.7% in the prior period.
• Selling, general, and administrative expenses increased 3.7%. Selling, general, and administrative expenses as a percentage of revenues were 8.0% in the current period, compared to 8.6% in the prior period.
• Operating profit increased 37.7% primarily due to higher utility structures and wind towers volumes as well as increased pricing and improved efficiencies in our utility and related structures businesses.

Nine Months Ended September 30, 2025 versus Nine Months Ended September 30, 2024

• Revenues increased 13.1% primarily due to higher volumes from our new wind tower facility in New Mexico. Revenue for our utility and related structures businesses increased due to higher utility structures volumes and the contribution from Ameron, which was acquired in April 2024, partially offset by lower steel prices.
• Cost of revenues increased 8.1% primarily due to higher wind tower volumes. Costs of revenues for utility structures declined as lower steel costs more than offset increased volumes. As a percentage of revenues, cost of revenues decreased to 77.9% in the current period, compared to 81.5% in the prior period. This decrease is partially attributed to startup costs incurred in the prior period for the new wind tower facility.
• Selling, general, and administrative expenses increased 7.5% primarily due to additional costs from the acquired Ameron business. Selling, general, and administrative expenses as a percentage of revenues were 8.0% in the current period, compared to 8.4% in the prior period.
• During the prior period, the Company recognized an additional gain related to the divestiture of the storage tanks business, which closed in October 2022, including a gain on the settlement of certain contingencies from the sale and a gain on the sale of a non-operating facility that previously supported the divested business.
• Operating profit increased 34.8% primarily due to higher utility structures and wind towers volumes as well as increased efficiencies in our utility and related structures businesses, partially offset by the asset sale gains recognized in the prior period from the divested business.

Unsatisfied Performance Obligations (Backlog)

As of September 30, 2025, the backlog for utility and related structures was $461.5 million compared to $414.0 million and $418.3 million as of December 31, 2024 and September 30, 2024, respectively. We expect to recognize 43% of the unsatisfied performance obligations for utility and related structures during 2025, and substantially all of the remaining performance obligations are expected to be recognized in 2026.

The backlog for wind towers as of September 30, 2025 was $526.3 million compared to $776.8 million and $846.3 million as of December 31, 2024 and September 30, 2024, respectively. We expect to recognize 18% of the unsatisfied performance obligations for wind towers during 2025, with the remainder expected to be recognized through 2027.

Transportation Products

(1) Depreciation, depletion, and amortization are included within operating profit and allocated between cost of revenues and selling, general, and administrative expenses depending on whether the underlying assets contribute to the production of revenue.

N.M. - not meaningful

Three Months Ended September 30, 2025 versus Three Months Ended September 30, 2024

• Revenues increased 4.4%. Revenues for inland barges increased 21.8%, driven by higher tank barge deliveries. This was partially offset by sale of the steel components business completed in the prior period.
• Cost of revenues decreased 2.5% driven by the steel components divestiture, partially offset by higher cost of revenues for the barge business due to increased volumes.
• Selling, general, and administrative expenses decreased 13.2%, driven by the steel components divestiture. For inland barges, selling, general, and administrative expenses increased primarily due to higher compensation-related expenses, but decreased as a percent of revenues.
• Operating profit increased 40.2%, excluding the impact of the steel components divestiture, driven by increased operating profit for the barge business primarily due to increased tank barge volumes.

Nine Months Ended September 30, 2025 versus Nine Months Ended September 30, 2024

• Revenues decreased 15.9% resulting from the sale of the steel components business in the prior period. Revenues for inland barges increased 15.3%, driven by higher tank barge deliveries, partially offset by lower hopper barge deliveries.
• Cost of revenues decreased 18.8% driven by the steel components divestiture, partially offset by higher cost of revenues for the barge business due to increased volumes.
• Selling, general, and administrative expenses decreased 31.1% driven by the steel components divestiture. For inland barges, selling, general, and administrative expenses increased primarily due to higher compensation-related expenses, but decreased as a percent of revenues.
• Operating profit increased 20.6%, excluding the impact of the steel components divestiture, driven by increased operating profit for the barge business primarily due to increased tank barge volumes.

Unsatisfied Performance Obligations (Backlog)

As of September 30, 2025, the backlog for inland barges was $325.9 million, compared to $280.1 million and $244.7 million as of December 31, 2024 and September 30, 2024, respectively. We expect to recognize 30% of the unsatisfied performance obligations for inland barges during 2025, and the remainder are expected to be recognized in 2026.

Corporate

Three Months Ended September 30, 2025 versus Three Months Ended September 30, 2024

• Corporate overhead costs decreased 35.6% primarily due to lower acquisition and divestiture-related expenses of $0.1 million, compared to $11.6 million for the same period in 2024, partially offset by higher compensation-related expenses.

Nine Months Ended September 30, 2025 versus Nine Months Ended September 30, 2024

• Corporate overhead costs decreased 23.4% primarily due to lower acquisition and divestiture-related expenses of $1.4 million, compared to $17.1 million for the same period in 2024, partially offset by higher compensation-related expenses.

Liquidity and Capital Resources

Arcosa’s primary liquidity requirement consists of funding our business operations, including operating expenses, capital expenditures, working capital investment, and our regular quarterly dividend. Our primary sources of liquidity include cash flow from operations, our existing cash balance, availability under the revolving credit facility, and, as necessary, the issuance of additional long-term debt or equity. We may also consider undertaking disciplined acquisitions, organic investment projects, additional return of capital to stockholders, or funding other general corporate purposes to the extent we have available liquidity.

Cash Flows

The following table summarizes our cash flows from operating, investing, and financing activities for the nine months ended September 30, 2025 and 2024:

Operating Activities. Net cash provided by operating activities for the nine months ended September 30, 2025 was $221.1 million, compared to $253.8 million of net cash provided by operating activities for the nine months ended September 30, 2024.

• The changes in current assets and liabilities resulted in a net use of cash of $133.6 million for the nine months ended September 30, 2025, compared to a net source of cash of $5.3 million for the nine months ended September 30, 2024. The current year activity was primarily driven by increases in receivables and inventory and a decrease in advanced billings, partially offset by higher accounts payable.

Investing Activities. Net cash required by investing activities for the nine months ended September 30, 2025 was $60.0 million, compared to $250.6 million for the nine months ended September 30, 2024.

• Capital expenditures for the nine months ended September 30, 2025 were $101.4 million, compared to $136.4 million for the same period last year. Full-year capital expenditures are expected to be approximately $145 to $155 million in 2025.
• Proceeds from the sale of property, plant, and equipment and other assets totaled $23.8 million for the nine months ended September 30, 2025, compared to $14.0 million for the same period in 2024.
• For the nine months ended September 30, 2025, cash received from acquisitions was $17.6 million due to escrow funds that were returned to Arcosa related to contractual purchase price adjustments in connection with the Stavola acquisition. Cash paid for acquisitions, net of cash acquired, was $214.6 million during the same period in 2024.
• There were no proceeds from the sale of businesses during the nine months ended September 30, 2025, compared to $86.4 million for the same period in 2024.

Financing Activities. Net cash required by financing activities during the nine months ended September 30, 2025 was $128.4 million, compared to net cash provided by financing activities of $648.8 million for the same period in 2024.

• Current year activity was driven by debt payments, dividends paid during the period, shares purchased to satisfy employee taxes on vested stock, and debt issuance costs.
• Prior year activity was primarily driven by proceeds of $600.0 million received from the issuance of the 2024 Notes and net borrowings of $80.0 million under the revolving credit facility, both to fund acquisitions, offset by the purchase of shares to satisfy employee taxes on vested stock and dividends paid during the period.

Other Investing and Financing Activities

Revolving Credit Facility, Term Loan, and Senior Notes

In August 2023, we entered into the Credit Agreement to increase our revolving credit facility from $500.0 million to $600.0 million, extend the maturity date of our revolving credit facility from January 2, 2025 to August 23, 2028, and refinance and repay in full the remaining balance of the term loan then outstanding under our prior credit facility.

On August 15, 2024, we entered into Amendment No.1 to the Credit Agreement to, among other things, (i) increase our revolving credit facility from $600.0 million to $700.0 million, (ii) collateralize the amended revolving credit facility with substantially all of our and our subsidiary guarantors' personal property (with certain exceptions), (iii) make the applicable margin for revolving borrowings, letters of credit and the commitment fee rate be based on our consolidated net leverage ratio (permitting up to $150.0 million of unrestricted cash to be netted from the calculation thereof), (iv) modify the margin for SOFR-based revolving borrowings and letters of credit to range from 1.25% to 2.50% per annum, (v) modify the margin for base rate revolving borrowings to range from 0.25% to 1.50%, (vi) modify the commitment fee that accrues on the unused portion of the revolving credit facility to range from 0.20% to 0.45%, and (vii) modify the maximum permitted leverage ratio to include a net debt concept (permitting up to $150.0 million of unrestricted cash to be netted from the calculation thereof), and to provide that such ratio shall be no greater than 5.00 to 1.00 during the fourth quarter of 2024 and the next two fiscal quarters, 4.50 to 1.00 for the next following two fiscal quarters, and 4.00 to 1.00 for each fiscal quarter thereafter (however, this maximum permitted leverage ratio may be increased to 4.50 to 1.00 for up to four fiscal quarters if a material acquisition is entered into). These amendments did not become effective until the closing of the Stavola acquisition on October 1, 2024. The amended revolving credit facility's maturity date of August 23, 2028 remains unchanged.

As of September 30, 2025, we had no outstanding loans borrowed under our revolving credit facility, which left $700.0 million available for borrowing.

The interest rates for revolving loans under the Credit Agreement are variable based on the daily simple or term SOFR, plus a 10-basis point credit spread adjustment, or an alternate base rate, in each case plus a margin for borrowing. A commitment fee accrues on the average daily unused portion of the revolving credit facility. The margin for revolving borrowings and commitment fee rate are determined based on the Company’s consolidated total net leverage ratio (as measured by a consolidated funded indebtedness, less the aggregate amount of unrestricted cash up to a maximum amount not to exceed $150.0 million, to consolidated EBITDA ratio). As of September 30, 2025, the margin for borrowing based on SOFR was set at 2.00% and the commitment fee rate was set at 0.35%.

The revolving credit facility portion of the Credit Agreement requires the maintenance of certain ratios related to leverage and interest coverage. As of September 30, 2025, we were in compliance with all such financial covenants. Borrowings under the Credit Agreement are guaranteed by certain domestic subsidiaries of the Company. On October 1, 2024, we collateralized our obligations under the Credit Agreement with substantially all of our and our subsidiary guarantors' personal property (with certain exceptions).

On June 17, 2025, we entered into Amendment No. 2 to the Credit Agreement, which established the 2025 Refinancing Term Loan in an aggregate principal amount of $698.3 million. We used the 2025 Refinancing Term Loan's net proceeds, together with cash on hand, to satisfy the outstanding balance under the 2024 Term Loan. The 2025 Refinancing Term Loan requires, among other things, (i) mandatory prepayments from excess cash flow on an annual basis, commencing with the fiscal year ending December 31, 2025, (ii) mandatory prepayments with proceeds of certain asset sales and debt issuances, and (iii) quarterly principal amortization payments in an amount equal to 0.25% of the 2024 Term Loan. The 2025 Refinancing Term Loan has a maturity date of October 1, 2031. The interest rate for the 2025 Refinancing Term Loan is based on SOFR plus 2.00% per year, or an alternate base rate, plus 1.00% per year. If the 2025 Refinancing Term Loan is prepaid in connection with a repricing transaction or we effect any amendment to the Credit Agreement resulting in a repricing transaction, in either case within six months after the initial funding of the 2025 Refinancing Term Loan, there is a 1.0% premium on such prepaid amount or on the amount outstanding at the time such repricing transaction amendment becomes effective. Otherwise, the 2025 Refinancing Term Loan is prepayable at any time without premium or penalty (other than customary SOFR-related breakage costs). The 2025 Refinancing Term Loan is guaranteed by the same subsidiaries of the Company that guarantee our revolving credit facility, and the 2025 Refinancing Term Loan is secured on a pari passu basis with our revolving credit facility. During the nine months ended September 30, 2025, without premium or penalty, the Company prepaid $98.3 million of the outstanding principal balance on the 2025 Refinancing Term Loan.

On August 26, 2024, the Company issued $600.0 million aggregate principal amount of 6.875% 2024 Notes that mature in August 2032. Interest on the 2024 Notes is payable semiannually in February and August. In April 2021, the Company issued $400.0 million aggregate principal amount of 4.375% senior unsecured notes (the "2021 Notes", and together with the 2024 Notes, the "Senior Notes") that mature in April 2029. Interest on the 2021 Notes is payable semiannually in April and October. The Senior Notes are senior unsecured obligations of the Company and are guaranteed on a senior unsecured basis by each of the Company’s domestic subsidiaries that is a guarantor under our Credit Agreement. The terms of each indenture governing the Senior Notes, among other things, limit the ability of the Company and each of its subsidiaries to create liens on assets, enter into sale and leaseback transactions, and consolidate, merge or transfer all or substantially all of its assets and the assets of its subsidiaries. The terms of each indenture also limit the ability of the Company’s non-guarantor subsidiaries to incur certain types of debt.

We believe, based on our current business plans, that our existing cash, available liquidity, and cash flow from operations will be sufficient to fund necessary capital expenditures and operating cash requirements for the foreseeable future.

Dividends and Repurchase Program

In September 2025, the Company declared a quarterly cash dividend of $0.05 per share that is scheduled to be paid on October 31, 2025.

In December 2024, the Board authorized a $50.0 million share repurchase program effective January 1, 2025 through December 31, 2026 to replace an expiring program of the same amount. For the three and nine months ended September 30, 2025, the Company did not repurchase any shares, leaving the full amount of the $50.0 million authorization available as of September 30, 2025. See Note 1 Overview and Summary of Significant Accounting Policies to the Consolidated Financial Statements.

Recent Accounting Pronouncements

See Note 1 Overview and Summary of Significant Accounting Policies to the Consolidated Financial Statements for information about recent accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There has been no material change in our market risks since December 31, 2024 as set forth in our 2024 Annual Report on Form 10-K. See Note 9 Other, Net to the Consolidated Financial Statements for the impact of foreign exchange rate fluctuations for the three and nine months ended September 30, 2025.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures designed to ensure that it is able to collect and record the information it is required to disclose in the reports it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) with the Securities and Exchange Commission (“SEC”), to process, summarize, and disclose this information within the time periods specified in the rules of the SEC, and that such information is accumulated and communicated to management, including our Chief Executive and Chief Financial Officers, in a timely fashion. The Company’s Chief Executive and Chief Financial Officers are responsible for establishing and maintaining these disclosure controls and procedures and evaluating their effectiveness (as defined in Rule 13(a)-15(e) under the Exchange Act). Based on their evaluation of the Company’s disclosure controls and procedures that took place as of the end of the period covered by this report, the Chief Executive and Chief Financial Officers believe that these disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

During the period covered by this report, there have been no changes in the Company’s internal control over financial reporting that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II

Item 1. Legal Proceedings

See Note 15 Commitments and Contingencies to the Consolidated Financial Statements regarding legal proceedings.

Item 1A. Risk Factors

There have been no material changes in the Company's risk factors from those set forth in our 2024 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

This table provides information with respect to purchases by the Company of shares of its common stock during the quarter ended September 30, 2025:

(1) These columns include the following transactions during the three months ended September 30, 2025: (i) the surrender to the Company of 582 shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees and (ii) the purchase of no shares of common stock on the open market as part of the stock repurchase program.

(2) In December 2024, the Board authorized a $50.0 million share repurchase program effective January 1, 2025 through December 31, 2026 to replace an expiring program of the same amount.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Form 10-Q.

Item 5. Other Information

During the three months ended September 30, 2025, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted, modified, 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 6. Exhibits

NO. DESCRIPTION

3.1 Restated Certificate of Incorporation of Arcosa, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-8 filed on October 31, 2018, File No. 333-228098). 3.2 Amended and Restated Bylaws of Arcosa, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed December 12, 2022, File No. 001-38494). 31.1 Rule 13a-15(e) and 15d-15(e) Certification of the Chief Executive Officer (filed herewith). 31.2 Rule 13a-15(e) and 15d-15(e) Certification of the Chief Financial Officer (filed herewith). 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). 32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). (95) Mine Safety Disclosure Exhibit (filed herewith). 101.INS Inline XBRL Instance Document (filed electronically herewith). 101.SCH Inline XBRL Taxonomy Extension Schema Document (filed electronically herewith). 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed electronically herewith). 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith). 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed electronically herewith). 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document (filed electronically herewith). (104) Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).