Arcosa ACA Form 10-Q filing Q1 FY2026

Item 6. Exhibits 34

SIGNATURES 35

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 materials and engineered structures markets in North America. Arcosa is a Delaware corporation and was incorporated in 2018.

On April 1, 2026, the Company completed the previously announced sale of its barge business, which was the only business included in the Transportation Products segment. We have concluded that the sale represents a strategic shift that will have a major effect on the Company's operations and financial results. Accordingly, the assets and liabilities of the barge business were classified as held for sale as of March 31, 2026 and the results of operations and cash flows for the three months ended March 31, 2026 have been classified as discontinued operations. Results of prior periods have been recast to reflect these changes and present results on a comparable basis. Since there are no remaining operations, the Transportation Products segment is no longer presented as a reportable segment. Unless indicated otherwise, the information in the Notes to the Consolidated Financial Statements relates to the Company's continuing operations. See further discussion in Note 2. "Acquisitions and Divestitures."

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 months ended March 31, 2026 may not be indicative of Arcosa's expected business, financial condition, and results of operations for the year ending December 31, 2026.

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, 2025.

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. During the three months ended March 31, 2026, the Company repurchased 159,595 shares at a cost of $17.5 million. As of March 31, 2026, the Company has approximately $32.5 million available for share repurchases under the current program.

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 March 31, 2026, we had a contract asset of $80.6 million related to these contracts, compared to $65.1 million as of December 31, 2025, which is included in receivables, net of allowance, within the Consolidated Balance Sheets. The increase in the contract asset is attributed to the 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.

Revenues

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

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 March 31, 2026:

For our utility and related structures business, 73% of the unsatisfied performance obligations are expected to be recognized during 2026, 17% are expected to be recognized in 2027, with the remainder expected to be recognized through 2029. For our wind towers business, 36% of the unsatisfied performance obligations are expected to be recognized during 2026, 59% are expected to be recognized in 2027, with the remainder expected to be recognized in 2028.

Advance Billings

Advance billings represent cash collected from customers prior to the satisfaction of the related performance obligations and are separately presented on the Consolidated Balance Sheets. For the three months ended March 31, 2026 and 2025, the Company recognized as revenue approximately $15.7 million and $48.7 million, respectively, of the advance billings balances that were outstanding at the beginning of each respective year.

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 months ended March 31, 2026 and 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 issued accounting pronouncements not adopted as of March 31, 2026

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

2026 Acquisitions

In March 2026, we completed the acquisition of certain assets and liabilities of a Florida-based natural aggregates business in our Construction Products segment for a total purchase price of $60 million in cash. The acquisition was recorded as a business combination and preliminary valuation estimates resulted in the recognition of, among others, $43.9 million of mineral reserves and $13.6 million of goodwill in our Construction Products segment.

2025 Acquisitions

There were no acquisitions completed during the three months ended March 31, 2025.

2026 Divestitures - Discontinued Operations

On February 24, 2026, the Company entered into a Stock Purchase Agreement to sell its barge business to an affiliate of Wynnchurch Capital, L.P., for a cash purchase price of approximately $450 million, subject to customary purchase price adjustments. The sale was completed on April 1, 2026. The barge business, historically presented within the Transportation Products segment, is a leading manufacturer of inland barges, fiberglass barge covers, winches, and marine hardware with operations located along the U.S. inland river systems. The transaction is expected to generate a pre-tax gain and the Company intends to use the after-tax proceeds to further invest in the expansion of its core growth platforms and reduce outstanding debt. The Company will perform routine services under a transition services agreement and will have no other continuing involvement with the divested business after the close of the transaction. We have concluded that the sale represents a strategic shift that will have a major effect on the Company's operations and financial results. Accordingly, the assets and liabilities of the barge business were classified as held for sale at March 31, 2026 and the results of operations and cash flows for the three months ended March 31, 2026 have been classified as discontinued operations. Results of prior periods have been recast to reflect these changes and present results on a comparable basis. In April 2026, the Company used $83.0 million of the cash proceeds to prepay a portion of the outstanding 2025 Refinancing Term Loan. See Note 7. "Debt" for additional information.

The following table summarizes the major line items for the barge business that are included in income from discontinued operations, net of income taxes, on the Consolidated Statements of Operations:

The following table summarizes the assets and liabilities of the barge business which have been classified as held for sale on the Consolidated Balance Sheets:

(1) The assets and liabilities held for sale are classified as current on the March 31, 2026 balance sheet as the transaction closed on April 1, 2026, within one year of the balance sheet date.

2025 Divestitures

There were no divestitures completed during the three months ended March 31, 2025.

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.

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.

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. Since there are no remaining operations, the Transportation Products segment is no longer presented as a reportable segment. See further discussion in Note 2. "Acquisitions and Divestitures." The Company reports operating results in two 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.

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

Three Months Ended March 31, 2026

Three Months Ended March 31, 2025

Total assets for the Company's reportable segments are shown in the table below:

(1) Included in current and/or non-current assets held for sale on the Consolidated Balance Sheets.

Note 5. Property, Plant, and Equipment

The following table summarizes the components of property, plant, and equipment as of March 31, 2026 and December 31, 2025:

Note 6. Goodwill and Other Intangible Assets

Goodwill

Goodwill by segment is as follows:

Intangible Assets

Intangibles, net consisted of the following:

Note 7. Debt

The following table summarizes the components of debt as of March 31, 2026 and December 31, 2025:

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 4.00 to 1.00 during the first quarter of 2026, and 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 became effective on October 1, 2024. The amended revolving credit facility's maturity date of August 23, 2028 remains unchanged.

As of March 31, 2026, 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 March 31, 2026, the margin for borrowing based on SOFR was set at 1.75% and the commitment fee rate was set at 0.30%.

The revolving credit facility portion of the Credit Agreement requires the maintenance of certain ratios related to leverage and interest coverage. As of March 31, 2026, 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."

As of March 31, 2026, total unamortized debt issuance costs related to the prior and amended revolving credit facilities were $2.4 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, 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 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.

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. 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. In April 2026, the Company used $83.0 million of cash proceeds from the sale of the barge business to prepay a portion of the outstanding 2025 Refinancing Term Loan. See Note 2. "Acquisitions and Divestitures" for additional information.

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 March 31, 2026 were $615.7 million and $386.2 million, respectively, based on quoted market prices in a market with little activity (Level 2 input).

The remaining principal payments under existing debt agreements as of March 31, 2026 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 March 31, 2026 consisted of the following:

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

Note 9. 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 2025 with various significant tax jurisdictions.

Our effective tax rates from continuing operations of 5.3% and 19.4% for the three months ended March 31, 2026 and 2025, respectively, differed from the U.S. federal statutory rate of 21.0% due to the timing of compensation-related items, Advanced Manufacturing Production ("AMP") tax credits, state income taxes, statutory depletion deductions and other foreign adjustments.

Note 10. 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. The Company contributed $0.5 million to the multiemployer plans for the three months ended March 31, 2026 and 2025. Total contributions to these plans for 2026 are expected to be approximately $2.7 million.

Note 11. Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss for the three months ended March 31, 2026 and 2025 are as follows:

Note 12. Stock-Based Compensation

Stock-based compensation totaled approximately $6.3 million and $6.4 million for the three months ended March 31, 2026 and 2025, respectively.

Note 13. 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 1.2 million for the three months ended March 31, 2026 and 2025, respectively.

The computation of basic and diluted earnings per share follows:

Note 14. 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 March 31, 2026, we currently do not believe that a loss is probable, therefore no accrual has been included in the accompanying Consolidated Financial Statements.

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 March 31, 2026, the Company was contingently liable for $222.1 million in surety bonds, which guarantee the Company's 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

Three Months Ended March 31, 2026 versus Three Months Ended March 31, 2025

• Revenues increased by 4.4% during the three months ended March 31, 2026.
• Revenues from Construction Products increased primarily due to higher revenues in our aggregates and trench shoring businesses, partially offset by lower revenues in our asphalt business.
• Revenues from Engineered Structures increased primarily due to higher revenues in our utility structures business, partially offset by lower revenues in our wind towers businesses.

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.

Three Months Ended March 31, 2026 versus Three Months Ended March 31, 2025

• Operating costs increased by 3.6%.
• Operating costs for Construction Products increased primarily due to higher aggregates and trench shoring volumes and lower cost absorption in specialty materials.
• Operating costs for Engineered Structures were substantially unchanged as increased costs from higher volumes in utility structures were offset by decreased costs from lower wind towers volumes.
• Depreciation, depletion, and amortization expense increased primarily due to capital investments during the prior year.
• Corporate costs increased by 9.3% primarily due to higher acquisition and divestiture-related expenses and compensation-related costs. As a percentage of revenues, corporate costs were 3.1% for the three months ended March 31, 2026, compared to 2.9% for the same period in 2025.

Operating Profit (Loss)

Three Months Ended March 31, 2026 versus Three Months Ended March 31, 2025

• Operating profit increased 14.9%.
• Operating profit in Construction Products decreased primarily due to lower volumes and reduced cost absorption in specialty materials and asphalt, partially offset by improved profitability in aggregates and trench shoring.
• Operating profit in Engineered Structures increased primarily due to higher volumes and improved profitability in utility structures, partially offset by the expected decline in wind tower volumes.
• Operating profit decreased due to higher corporate costs driven by increased acquisition and divestiture-related expenses and compensation-related costs.

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

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 continuing operations for the three months ended March 31, 2026 was 5.3% compared to 19.4% for the same period in 2025. The change in the tax rate for the three months ended March 31, 2026 was primarily due to a one-time state tax benefit and a higher compensation-related benefit in the current period due to a change in timing of restricted stock vestings.

Our effective tax rate differs from the federal tax rate of 21.0% due to the timing of compensation-related items, Advanced Manufacturing Production ("AMP") tax credits, state income taxes, statutory depletion deductions and other foreign adjustments. See Note 9. "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 March 31, 2026 versus Three Months Ended March 31, 2025

• Segment revenues increased 5.1%. For construction materials, revenues increased 2.6% primarily due to higher pricing and improved volumes in our aggregates business, partially offset by lower volumes in our asphalt business, which was impacted by colder temperatures in the northeast during the seasonal low point. Revenues from construction site support increased 26.4% due to higher volumes from our trench shoring business.
• Cost of revenues increased 6.1% primarily due to higher volumes in our aggregates and trench shoring businesses and lower cost absorption in our specialty materials business primarily due to planned maintenance downtime at one of our facilities. As a percentage of revenues, cost of revenues was 83.4% in the current period, compared to 82.6% in the prior period.
• Selling, general, and administrative expenses increased 7.4% primarily due to higher compensation-related expenses. Selling, general, and administrative expenses as a percentage of revenues was 12.1% in the current period, compared to 11.9% in the prior period.
• Operating profit decreased 18.6% primarily due to lower volumes and reduced cost absorption in specialty materials and asphalt, partially offset by improved profitability in aggregates and trench shoring.
• Depreciation, depletion, and amortization expense increased 4.7% 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 March 31, 2026 versus Three Months Ended March 31, 2025

• Segment revenues increased 3.7%. Revenues for our utility and related structures businesses increased 15.1% primarily due to higher volumes and pricing in our utility structures business. Revenue for wind towers declined 21.3%, primarily due to lower volume.
• Cost of revenues decreased 1.0% primarily due to lower wind tower volumes, partially offset by higher utility structures volume. As a percentage of revenues, cost of revenues decreased to 74.6% in the current period, compared to 78.2% in the prior period.
• Selling, general, and administrative expenses increased 5.6% primarily due to higher compensation-related expenses for utility structures. Selling, general, and administrative expenses as a percentage of revenues were 8.4% in the current period, compared to 8.2% in the prior period.
• Operating profit increased 28.4% primarily due to higher volumes and improved profitability in utility structures, partially offset by the expected decline in wind tower volumes.

Unsatisfied Performance Obligations (Backlog)

As of March 31, 2026, the backlog for utility and related structures was $557.6 million compared to $434.9 million and $413.0 million as of December 31, 2025 and March 31, 2025, respectively. We expect to recognize 73% of the unsatisfied performance obligations for utility and related structures during 2026, 17% are expected to be recognized in 2027, with the remainder expected to be recognized through 2029.

The backlog for wind towers as of March 31, 2026 was $600.0 million compared to $627.8 million and $681.1 million as of December 31, 2025 and March 31, 2025, respectively. We expect to recognize 36% of the unsatisfied performance obligations for wind towers during 2026, 59% are expected to be recognized in 2027, with the remainder expected to be recognized in 2028.

Corporate

Three Months Ended March 31, 2026 versus Three Months Ended March 31, 2025

• Corporate overhead costs increased 9.3% primarily due to higher acquisition and divestiture-related expenses of $1.9 million, compared to $0.8 million for the same period in 2025, and 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, quarterly debt payments, 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 continuing operations from operating, investing, and financing activities for the three months ended March 31, 2026 and 2025:

Operating Activities from Continuing Operations. Net cash provided by operating activities for the three months ended March 31, 2026 was $58.1 million, compared to $21.1 million of net cash required by operating activities for the three months ended March 31, 2025.

• The changes in current assets and liabilities resulted in a net use of cash of $35.2 million for the three months ended March 31, 2026, compared to a net use of cash of $88.1 million for the three months ended March 31, 2025. The current year activity was primarily driven by an increase in inventory and a decrease in accrued liabilities, partially offset by higher accounts payable.

Investing Activities from Continuing Operations. Net cash required by investing activities for the three months ended March 31, 2026 was $96.9 million, compared to $10.4 million for the three months ended March 31, 2025.

• Capital expenditures for the three months ended March 31, 2026 were $43.5 million, compared to $33.0 million for the same period last year. Full-year capital expenditures are expected to be approximately $215 to $240 million in 2026.
• Proceeds from the sale of property, plant, and equipment totaled $6.6 million for the three months ended March 31, 2026, compared to $5.0 million for the same period in 2025.
• For the three months ended March 31, 2026, cash paid for acquisitions was $60.0 million, compared to cash received from acquisitions of $17.6 million during the same period in 2025.

Financing Activities from Continuing Operations. Net cash required by financing activities during the three months ended March 31, 2026 was $35.0 million, compared to net cash required by financing activities of $7.3 million for the same period in 2025.

• Current year activity was driven by amounts paid to repurchase common stock under the share repurchase program, shares purchased to satisfy employee taxes on vested stock, debt payments, 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 4.00 to 1.00 during the first quarter of 2026, and 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 became effective on October 1, 2024. The amended revolving credit facility's maturity date of August 23, 2028 remains unchanged.

As of March 31, 2026, 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 March 31, 2026, the margin for borrowing based on SOFR was set at 1.75% and the commitment fee rate was set at 0.30%.

The revolving credit facility portion of the Credit Agreement requires the maintenance of certain ratios related to leverage and interest coverage. As of March 31, 2026, 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 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 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. In April 2026, the Company used $83 million of cash proceeds from the sale of the barge business to prepay a portion of the outstanding 2025 Refinancing Term Loan. See Note 2. "Acquisitions and Divestitures" for additional information.

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.

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 February 2026, the Company declared a quarterly cash dividend of $0.05 per share that was paid on April 30, 2026.

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. During the three months ended March 31, 2026, the Company repurchased 159,595 shares at a cost of $17.5 million. As of March 31, 2026, the Company has approximately $32.5 million available for share repurchases under the current program. 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 about Market Risk

There has been no material change in our market risks since December 31, 2025 as set forth in our 2025 Annual Report on Form 10-K. The impact of such market risk exposures as a result of foreign exchange rate fluctuations has not been significant to Arcosa.

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 14. "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 2025 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 March 31, 2026:

(1) These columns include the following transactions during the three months ended March 31, 2026: (i) the surrender to the Company of 119,695 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 159,595 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. During the three months ended March 31, 2026, the Company repurchased 159,595 shares of common stock on the open market at a cost of $17.5 million as part of the stock repurchase program. As of March 31, 2026, the Company has approximately $32.5 million available for share repurchases under the current program.

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 March 31, 2026, 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

2.1 Stock Purchase Agreement by and among Arcosa, Inc., as the Seller, Arcosa Marine Products, Inc., as the Company, and ACMP Buyer, LLC, as the Buyer dated as of February 24, 2026 (filed herewith). 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). 4.1 Third Supplemental Indenture dated as of April 1, 2026 between Arcosa, Inc. and Computershare Trust Company, N.A. (filed herewith). 4.2 Ninth Supplemental Indenture dated as of April 1, 2026 between Arcosa, Inc. and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association (filed herewith). 10.1* Arcosa, Inc. Amended and Restated Change in Control Severance Plan, dated February 24, 2026 (filed herewith). 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).

• Management contracts and compensatory plan arrangements