Arcosa ACA Form 10-Q filing Q2 FY2026

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 positions in 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 represented a strategic shift with a major effect on the Company's operations and financial results. Accordingly, the results of operations and cash flows for the three and six months ended June 30, 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 and six months ended June 30, 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.

Merger Agreement

On June 21, 2026, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among the Company, CRH Americas, Inc., a Delaware corporation ("CRH"), and Neon Merger Sub, Inc., a Delaware Corporation and a wholly owned subsidiary of CRH ("Merger Sub"). Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of CRH. Per the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger ("Effective Time"), each share of Company common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time will be automatically converted into the right to receive $150.00 in cash, without interest and subject to applicable withholding taxes (the “Merger Consideration”).

Pursuant to the Merger Agreement, at the Effective Time, outstanding restricted stock and restricted stock unit awards granted prior to the date of the Merger Agreement will become vested and be settled for cash, without interest, in an amount equal to the Merger Consideration, payable per share, plus any accrued and unpaid dividend equivalents, less applicable withholding taxes. The number of shares of Company common stock subject to outstanding performance-based awards will be settled based on the greater of target performance or actual performance achieved prior to the Effective Time, as determined by the Company's Board of Directors (the "Board") (or an appropriate committee of the Board).

The consummation of the Merger is subject to the satisfaction or waiver of customary closing conditions, set forth in the Merger Agreement, including, among other things: (i) the approval of the holders of a majority of the voting power represented by the outstanding shares of Company common stock entitled to vote thereon (the “Company Stockholder Approval”); (ii) the absence of any law, injunction or order (whether temporary, preliminary or permanent) by any governmental entity that has the effect of restraining, enjoining or otherwise prohibiting the Merger; (iii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and; the receipt or waiver of specified regulatory approvals in the required jurisdictions outside the United States; (iv) other customary conditions specified in the Merger Agreement, including (a) each party’s representations and warranties being true and correct, subject to certain customary qualifications, (b) each party’s compliance with or performance of, in all material respects, its obligations under the Merger Agreement and (c) the absence of a material adverse effect with respect to the Company. The transaction is not subject to financing conditions. Subject to such conditions, the Company expects to consummate the Merger in the first quarter of 2027.

The Merger Agreement contains certain termination rights for both the Company and CRH, including, among others, the right of (i) either party to terminate the Merger Agreement if the Merger is not consummated by June 21, 2027 (subject to up to a six month extension if certain closing conditions have not been satisfied or waived), (ii) the Company, prior to receiving the Company Stockholder Approval, to terminate the Merger Agreement in order to enter into a definitive acquisition agreement providing for a Superior Proposal (as defined in the Merger Agreement) and (iii) CRH, prior to receiving the Company Stockholder Approval, to terminate the Merger Agreement if a Change in Recommendation has occurred (as defined in the Merger Agreement). The Merger Agreement provides for the payment of termination fees under specified circumstances. Under certain circumstances, CRH may be required to pay the Company a termination fee of approximately $372.0 million, and the Company may be required to pay CRH a termination fee of approximately $260.4 million. The Company has incurred and will incur certain costs relating to the proposed Merger, such as financial advisory, legal, and other professional service fees.

Stockholders' Equity

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 June 30, 2026, the Company did not repurchase any shares. During the six months ended June 30, 2026, the Company repurchased 159,595 shares at a cost of $17.5 million. As of June 30, 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 June 30, 2026, we had a contract asset of $93.7 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 higher volumes and 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 June 30, 2026:

For our utility and related structures business, 71% of the unsatisfied performance obligations are expected to be recognized during 2026, 20% are expected to be recognized in 2027, with the remainder expected to be recognized through 2029. For our wind towers business, 28% of the unsatisfied performance obligations are expected to be recognized during 2026, 66% 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 and six months ended June 30, 2026, the Company recognized as revenue approximately $8.8 million and $16.1 million, respectively, of the advance billings balance outstanding at the beginning of the year. For the three and six months ended June 30, 2025, the Company recognized as revenue approximately $23.1 million and $69.8 million, respectively, of the advance billings balance outstanding at the beginning of the 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 and six months ended June 30, 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 June 30, 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

During the six months ended June 30, 2026, the Company completed three acquisitions within our Construction Products segment, including two recycled aggregates businesses based in New Jersey and Colorado, respectively, and one natural aggregates business based in Florida, for a total purchase price of $84.9 million. The acquisitions were recorded as business combinations and preliminary valuation estimates resulted in the recognition of, among other assets and liabilities, $49.3 million of mineral reserves, $19.2 million of goodwill, and $14.0 million of intangible assets in our Construction Products segment.

2025 Acquisitions

There were no acquisitions completed during the three and six months ended June 30, 2025.

2026 Divestitures - Discontinued Operations

On April 1, 2026, the Company completed the sale of its barge business to an affiliate of Wynnchurch Capital, L.P., for $450 million. Net cash proceeds received at closing were approximately $429.9 million after transaction closing costs, and $10 million in escrow recorded as a current receivable. The sale resulted in a pre-tax gain of $359.7 million, which is presented within income from discontinued operations, net of income taxes on the Consolidated Statements of Operations. 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 Company is performing routine services under a transition services agreement and will have no other continuing involvement with the divested business. We have concluded that the sale represented a strategic shift with a major effect on the Company's operations and financial results. Accordingly, results of operations and cash flows for the three and six months ended June 30, 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 discontinued operations on the Consolidated Balance Sheets:

2025 Divestitures

There were no divestitures completed during the three and six months ended June 30, 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 June 30, 2026

Three Months Ended June 30, 2025

Six Months Ended June 30, 2026

Six Months Ended June 30, 2025

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

(1) Included in current and/or non-current assets of discontinued operations on the Consolidated Balance Sheets.

Note 5. Property, Plant, and Equipment

The following table summarizes the components of property, plant, and equipment as of June 30, 2026 and December 31, 2025:

During the three and six months ended June 30, 2026, the Company recognized gains on the disposition of property, plant, and equipment of $19.9 million and $21.9 million, respectively. During the three and six months ended June 30, 2025, the Company recognized gains on the disposition of property, plant, and equipment of $4.5 million and $8.3 million, respectively. These gains primarily related to the sale of land and equipment. The gains on disposition of property, plant, and equipment are included in other operating income on the Consolidated Statements of Operations.

Note 6. Goodwill and Other Intangible Assets

Goodwill

Goodwill by segment is as follows:

The increase in Construction Products goodwill during the six months ended June 30, 2026 is due to the acquisitions completed during the period. See Note 2. "Acquisitions and Divestitures" for additional information.

Intangible Assets

Intangibles, net consisted of the following:

Note 7. Debt

The following table summarizes the components of debt as of June 30, 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 June 30, 2026, we had no outstanding loans borrowed under our revolving credit facility.

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 June 30, 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 June 30, 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 June 30, 2026, total unamortized debt issuance costs related to the prior and amended revolving credit facilities were $2.2 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 June 30, 2026 were $626.7 million and $393.6 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 June 30, 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 June 30, 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 18.3% and 14.6% for the three and six months ended June 30, 2026, 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 from continuing operations of 11.4% and 13.0% for the three and six months ended June 30, 2025, respectively, differed from the U.S. federal statutory rate of 21.0% due to AMP tax credits, state income taxes, statutory depletion deductions, compensation-related items, 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 $0.8 million and $1.3 million to the multiemployer plans for the three and six months ended June 30, 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 six months ended June 30, 2026 and 2025 are as follows:

Note 12. Stock-Based Compensation

Stock-based compensation totaled approximately $6.0 million and $12.3 million for the three and six months ended June 30, 2026, respectively. Stock-based compensation totaled approximately $6.4 million and $12.8 million for the three and six months ended June 30, 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 0.7 million and 0.8 million for the three and six months ended June 30, 2026, respectively. Total weighted average restricted shares were 1.1 million for the three and six months ended June 30, 2025.

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 June 30, 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 June 30, 2026, the Company was contingently liable for $223.7 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

2026 versus 2025

• Revenues increased by 1.7% and 3.0% during the three and six months ended June 30, 2026, respectively.
• Revenues from Construction Products increased slightly primarily due to higher revenues in our trench shoring business.
• Revenues from Engineered Structures increased due to higher revenues in our utility structures business, partially offset by lower revenues in our wind towers, telecom and lighting 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.

2026 versus 2025

• Operating costs increased by 1.6% and 2.5% during the three and six months ended June 30, 2026, respectively.
• Operating costs for Construction Products increased primarily due to increased trench shoring volumes and higher costs in specialty materials and asphalt.
• Operating costs for Engineered Structures decreased slightly as higher volume-related costs in utility structures were largely offset by lower volume-related costs in wind towers.
• Depreciation, depletion, and amortization expense increased primarily due to recent capital investments and acquisitions.
• Corporate costs increased by 72.6% and 43.6% for the three and six months ended June 30, 2026, compared to the same periods in the prior year, primarily due to higher acquisition and divestiture-related expenses. As a percentage of revenues, corporate costs were 5.0% and 4.1% for the three and six months ended June 30, 2026, respectively, compared to 2.9% for each of the same periods in 2025.

Operating Profit (Loss)

2026 versus 2025

• Operating profit increased 2.8% and 6.8% for the three and six months ended June 30, 2026, respectively.
• 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.
• The increase in operating profit was partially offset due to higher corporate costs resulting from increased acquisition and divestiture-related expenses.

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 and six months ended June 30, 2026 was 18.3% and 14.6%, respectively, compared to 11.4% and 13.0%, respectively, for the same periods in 2025. The change in the tax rate for the three and six months ended June 30, 2026 was primarily due to a reduction in AMP tax credits due to lower wind tower volumes and an increase in foreign taxes, partially offset by lower state taxes. For the three months ended June 30, 2026, the tax rate was also impacted by a lower compensation-related benefit in the current period due to a change in the timing of restricted stock vestings.

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 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 June 30, 2026 versus Three Months Ended June 30, 2025

• Segment revenues increased 0.7%. For construction materials, revenues decreased 1.3% primarily due to lower organic aggregates and asphalt volumes which were impacted by wet weather during the period. This decline was partially offset by higher pricing and the contribution from recent acquisitions. Revenues from construction site support increased 17.6% primarily due to higher volumes from our trench shoring business.
• Cost of revenues increased 2.3% primarily due to higher trench shoring volumes, the contribution from recent acquisitions, and increased costs in our specialty and asphalt businesses, partially offset by reduced costs in our organic aggregates business. As a percentage of revenues, cost of revenues were 77.4% in the current period, compared to 76.2% in the prior period.
• Selling, general, and administrative expenses increased 9.2% primarily due to higher compensation-related expenses and an increase in bad debt expense driven by a favorable adjustment recognized in the prior period related to increased collections on previously reserved receivables. Selling, general, and administrative expenses as a percentage of revenues were 9.3% in the current period, compared to 8.5% in the prior period.
• Operating profit decreased 6.0% primarily due to lower asphalt volumes and less favorable project mix in our asphalt paving business and higher depreciation, depletion, and amortization expense, partially offset by improved profitability in aggregates and trench shoring.
• Depreciation, depletion, and amortization expense increased 8.1%, outpacing revenue growth, primarily due to capital investments and recent acquisitions, including the fair market value write-up of long-lived assets.

Six Months Ended June 30, 2026 versus Six Months Ended June 30, 2025

• Segment revenues increased 2.6%. For construction materials, revenues increased slightly primarily due to higher pricing and the contribution from recent acquisitions, partially offset by lower volumes in our asphalt business, which was impacted by adverse weather. Revenues from construction site support increased 21.4% due to higher volumes from our trench shoring business.
• Cost of revenues increased 4.0% primarily due to higher trench shoring volumes and lower cost absorption in specialty materials and asphalt. As a percentage of revenues, cost of revenues were 80.0% in the current period, compared to 78.9% in the prior period.
• Selling, general, and administrative expenses increased 8.3% primarily due to higher compensation-related expenses and an increase in bad debt expense driven by a favorable adjustment recognized in the prior period related to increased collections on previously reserved receivables. Selling, general, and administrative expenses as a percentage of revenues were 10.5% in the current period, compared to 10.0% in the prior period.
• Operating profit decreased 9.0% primarily due to lower volumes and reduced cost absorption in specialty materials and asphalt and higher depreciation, depletion, and amortization expense, partially offset by improved profitability in aggregates and trench shoring.
• Depreciation, depletion, and amortization expense increased 6.5% primarily due to capital investments and recent acquisitions, 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 June 30, 2026 versus Three Months Ended June 30, 2025

• Segment revenues increased 3.0%. Revenues for our utility and related structures businesses increased 12.4% primarily due to higher volumes and pricing in our utility structures business, partially offset by lower lighting and telecom volumes. Revenues for our wind towers business decreased 19.0% primarily due to lower volume.
• Cost of revenues were substantially unchanged as higher utility structures volumes were offset by lower volumes in our other businesses. As a percentage of revenues, cost of revenues were 75.2% in the current period, compared to 77.5% in the prior period.
• Selling, general, and administrative expenses increased 8.1% 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 8.0% in the prior period.
• In the current period, other operating income was driven primarily by the gain recognized on the sale of a parcel of undeveloped industrial land located in Mexico.
• Operating profit increased 46.2% primarily due to higher volumes and improved profitability in utility structures and the gain recognized on asset sales, partially offset by the expected decline in wind tower volumes.

Six Months Ended June 30, 2026 versus Six Months Ended June 30, 2025

• Segment revenues increased 3.3%. Revenues for our utility and related structures businesses increased 13.7% primarily due to higher volumes and pricing in our utility structures business, partially offset by lower lighting and telecom volumes. Revenue for wind towers declined 20.2%, primarily due to lower volume.
• Cost of revenues decreased slightly as lower wind tower volumes were mostly offset by higher utility structures volume. As a percentage of revenues, cost of revenues were 74.9% in the current period, compared to 77.8% in the prior period.
• Selling, general, and administrative expenses increased 6.8% 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 8.1% in the prior period.
• In the current period, other operating income was driven primarily by the gain recognized on the sale of a parcel of undeveloped industrial land located in Mexico.
• Operating profit increased 37.7% primarily due to higher volumes and improved profitability in utility structures and the gain recognized on asset sales, partially offset by the expected decline in wind tower volumes.

Unsatisfied Performance Obligations (Backlog)

As of June 30, 2026, the backlog for utility and related structures was $648.1 million compared to $434.9 million and $450.0 million as of December 31, 2025 and June 30, 2025, respectively. We expect to recognize 71% of the unsatisfied performance obligations for utility and related structures during 2026, 20% are expected to be recognized in 2027, with the remainder expected to be recognized through 2029.

The backlog for wind towers as of June 30, 2026 was $537.4 million compared to $627.8 million and $598.6 million as of December 31, 2025 and June 30, 2025, respectively. We expect to recognize 28% of the unsatisfied performance obligations for wind towers during 2026, 66% are expected to be recognized in 2027, with the remainder expected to be recognized in 2028.

Corporate

Three Months Ended June 30, 2026 versus Three Months Ended June 30, 2025

• Corporate selling, general, and administrative expenses increased 88.9% primarily due to higher acquisition and divestiture-related expenses of $14.5 million, compared to $0.5 million for the same period in 2025, and higher compensation-related expenses.
• Other operating expense reflects the loss recognized on the change in the estimated fair value of the earnout on the steel components business, which was sold in 2024.

Six Months Ended June 30, 2026 versus Six Months Ended June 30, 2025

• Corporate selling, general, and administrative expenses increased 47.9% primarily due to higher acquisition and divestiture-related expenses of $16.4 million, compared to $1.3 million for the same period in 2025.
• Other operating expense reflects the loss recognized on the change in the estimated fair value of the earnout on the steel components business, which was sold in 2024.

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 six months ended June 30, 2026 and 2025:

Operating Activities from Continuing Operations. Net cash provided by operating activities for the six months ended June 30, 2026 was $33.4 million, compared to $16.9 million of net cash provided by operating activities for the six months ended June 30, 2025.

• The changes in current assets and liabilities resulted in a net use of cash of $166.3 million for the six months ended June 30, 2026, compared to a net use of cash of $163.7 million for the six months ended June 30, 2025. The current year activity was primarily driven by increases in receivables, inventories, and a decrease in accrued liabilities.

Investing Activities from Continuing Operations. Net cash required by investing activities for the six months ended June 30, 2026 was $147.9 million, compared to $31.6 million for the six months ended June 30, 2025.

• Capital expenditures for the six months ended June 30, 2026 were $102.3 million, compared to $60.0 million for the same period last year.
• Proceeds from the sale of property, plant, and equipment totaled $39.1 million for the six months ended June 30, 2026, compared to $10.8 million for the same period in 2025.
• For the six months ended June 30, 2026, cash paid for acquisitions was $84.7 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 six months ended June 30, 2026 was $123.8 million, compared to net cash required by financing activities of $24.7 million for the same period in 2025.

• Current year activity was driven by debt payments, amounts paid to repurchase common stock under the share repurchase program, shares purchased 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 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 June 30, 2026, we had no outstanding loans borrowed under our revolving credit facility.

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 June 30, 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 June 30, 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 May 2026, the Company declared a quarterly cash dividend of $0.05 per share that was paid on July 31, 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 June 30, 2026, the Company did not repurchase any shares. During the six months ended June 30, 2026, the Company repurchased 159,595 shares at a cost of $17.5 million. As of June 30, 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 other than those included below related to the potential Merger. Readers should carefully consider the factors discussed in "Risk Factors" in Item 1A of Part 1 of the 2025 Annual Report on Form 10-K, which could materially harm its business, liquidity and financial condition, results of operations, or stock price, including causing its actual results to differ materially from those projected in any forward-looking statements. The following list of material risk factors is not all-inclusive or necessarily in order of importance. Additional risks and uncertainties not presently known to Arcosa or that it currently deems immaterial also may materially adversely affect it in future periods.

The announcement and pendency of the Merger Agreement could have an adverse effect on our business.

On June 21, 2026, we entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified in accordance with its terms, the “Merger Agreement”) with CRH Americas, Inc., a Delaware corporation (“CRH”), and Neon Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of CRH (“Merger Sub”), pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving the Merger and becoming a wholly owned subsidiary of CRH (the “Merger”).

On August 3, 2026, the Company filed a definitive proxy statement (the "Proxy Statement") with the SEC. The Proxy Statement was first mailed to stockholders of the Company on or about August 4, 2026, which included the notice of the special meeting date on September 4, 2026 to consider the Company Stockholder approval. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger, except as otherwise provided in the Merger Agreement, each share of our common stock issued and outstanding immediately prior to the effective time of the Merger will be canceled and automatically converted into the right to receive $150.00 in cash, without interest, less any applicable withholding taxes.

Uncertainty about the effect of the proposed Merger on our employees, customers, and suppliers may have an adverse effect on our business and operations that may be material to our company. There may be adverse effects on our ability to attract, recruit, retain and motivate current and prospective employees who may be uncertain about their future roles following completion of the Merger, and the possibility that our employees could lose productivity as a result of the uncertainty regarding their employment following the Merger. Any loss or distraction of such employees could have an adverse effect on our business and operations. In addition, we have diverted, and will continue to divert, significant management attention and resources towards the completion of the Merger, which could adversely affect our business and operations.

Our customers may experience uncertainty associated with the Merger, including with respect to concerns about possible changes to our products, services or policies. Similarly, our suppliers may experience uncertainty associated with the Merger, including with respect to current or future business relationships with us. Uncertainty may cause customers to refrain from purchasing our products and services, and suppliers may seek to change existing business relationships, which could result in an adverse effect on our business, operations, and financial condition in a way that may be material to our company.

Pursuant to the terms of the Merger Agreement, we are subject to certain restrictions on the conduct of our business, including the ability in certain cases to enter into contracts, acquire or dispose of assets, incur indebtedness, or incur capital expenditures, until the Merger becomes effective or the Merger Agreement is terminated. These restrictions may prevent us from taking actions with respect to our business that we may consider advantageous and result in our inability to respond effectively to competitive pressures and industry developments, and may otherwise harm our business and operations.

The Merger is subject to receipt of approval from our stockholders as well as the satisfaction of other closing conditions in the Merger Agreement.

The Merger Agreement contains a number of customary conditions to complete the Merger, including, (1) the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of common stock entitled to vote at the special meeting, (2) the absence of any law, order or injunction restraining, enjoining or otherwise prohibiting the Merger, (3) (i) the expiration or termination of any applicable waiting period (and any extensions thereof) applicable to (a) the transactions contemplated by the merger agreement, including the merger, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (b) any agreement between a governmental entity, on the one hand, and the Company and CRH, on the other hand, prohibiting the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and (ii) the receipt or waiver of the governmental approvals required under the regulatory laws of the required jurisdictions specified in the Merger Agreement, or the lapse, waiver or termination of any applicable waiting or other time periods relating thereto, (4) subject to certain exceptions and materiality qualifiers, the accuracy of each party’s representations and warranties, (5) the absence of a material adverse effect with respect to the Company, and (6) performance in all material respects by each party of its obligations, covenants and agreements required to be performed under the Merger Agreement before the effective time.

We can provide no assurance that all required approvals will be obtained or that all closing conditions will be satisfied, and, if all required approvals are obtained and the closing conditions are satisfied, we can provide no assurance as to the terms, conditions and timing of such approvals or the timing of the completion of the Merger. Any delay in completing the Merger could cause us not to realize some or all of the benefits that we expect to achieve if the Merger is successfully completed within its expected timeframe.

The failure to complete the Merger could adversely affect our business, financial condition, operating results, and stock price.

Completion of the Merger is subject to certain conditions beyond our control that may prevent, delay, or otherwise adversely affect its completion in a material way, including the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and similar competition approvals or consents that must be obtained from regulatory entities. In addition to the expiration or termination of the waiting period under the HSR Act, the completion of the merger is also conditioned on the receipt of certain approvals or clearances (or the expiration or termination of applicable waiting or review periods) under the antitrust laws of Australia and Mexico and, if applicable, approval or the expiration, waiver or termination of the relevant waiting period under the Investment Canada Act. The process to obtain regulatory approvals could substantially delay, or prevent, the consummation of the Merger. There can be no assurance that these conditions to the completion of the Merger will be satisfied in a timely manner or at all. If the Merger is not completed, our stock price could fall to the extent its current market price reflects an assumption that the Merger will be completed, and it is uncertain when, if ever, our stock price would return to the price at which our shares currently trade.

The Merger Agreement provides that, upon termination of the Merger Agreement by the Company or CRH in certain customary circumstances, including, among other things, termination by the Company prior to the Company obtaining stockholder approval and subsequent entry into a definitive agreement providing for a superior proposal, and termination by CRH prior to the Company obtaining stockholder approval due to a change of recommendation by the Board, a fee of $260.4 million will be payable by the Company to CRH.

Further, a failure to complete the Merger may result in negative publicity and a negative impression of us in the investment community and may necessitate us having to obtain additional financing, which may be unavailable on terms favorable to us, or at all. Any disruption to our business resulting from the announcement and pendency of the Merger and from intensifying competition from our competitors, including any adverse changes in our relationships with our customers, suppliers, and employees could continue or accelerate in the event of a failure to complete the Merger. We may be subject to legal proceedings related to the transactions contemplated by the Merger Agreement. There can be no assurance that our business, these relationships, or our financial condition will not be adversely affected, as compared to the condition prior to the announcement of the Merger, if the Merger is not consummated.

The Merger Agreement contains provisions that limit our ability to pursue alternatives to the Merger and that could deter or discourage a competing acquirer from making a favorable alternative transaction proposal.

Under the Merger Agreement, we are subject to “no-shop” restrictions and are not permitted, subject to certain exceptions set forth in the Merger Agreement, to solicit, initiate, knowingly encourage or knowingly facilitate any inquiry, proposal or offer, or the making, submission or announcement of any inquiry, proposal or offer that constitutes or could be reasonably expected to lead to an acquisition proposal, or participate in any discussions or negotiations regarding or furnish to any person or entity any information relating to the Company or any of its subsidiaries, in each case, in connection with an acquisition proposal, other than to state that the Company and its representatives are prohibited thereunder from engaging in any discussions or negotiations. Further, our Board is required to recommend that our stockholders vote in favor of adoption of the Merger Agreement, subject to exceptions for superior proposals and certain intervening events, in each case where the Board determines in good faith, after consultation with outside legal counsel, that failure to take the applicable action would be reasonably likely to constitute a breach of the directors’ fiduciary duties under applicable law. Upon the termination of the Merger Agreement under specified circumstances, including, among others, the termination by CRH in the event of a change of recommendation by the Board prior to the Company obtaining stockholder approval, we would be required to pay CRH a termination fee of $260.4 million. Such provisions of the Merger Agreement could discourage or deter a third party that may be willing to pay more than CRH for our outstanding common stock from considering or proposing such an acquisition of the Company.

Lawsuits may arise in connection with the Merger, which could delay or prevent completion of the Merger and adversely affect our business, results of operations, cash flows and financial condition.

Lawsuits relating to the Merger could be filed against us and our directors and officers, including by our stockholders. Although litigation is common in connection with acquisitions of public companies, regardless of any merits related to the underlying acquisition, the outcome of any litigation cannot be assured and could delay or prevent completion of the Merger. Additionally, the amount of fees and costs of defense, including costs associated with the indemnification of directors and officers, and other liabilities that may be incurred in connection with lawsuits and other negative effects, such as diversion of resources from the Merger and ongoing business activities, negative publicity or damage to our relationships with business partners, suppliers and customers, could have a material adverse effect on our business, results of operations, cash flows and financial condition.

We have incurred and will incur a number of non-recurring costs associated with the proposed Merger.

We have incurred and expect to incur a number of non-recurring costs associated with the proposed Merger, for which we will receive little or no benefit if the proposed Merger is not completed. These costs include financial advisory, legal, accounting, consulting and other advisory fees, severance/employee benefit-related costs, financing-related fees and costs, public company filing fees and other regulatory fees, printing costs and other related costs. There are a number of factors beyond our control that could affect the total amount or the timing of these costs and expenses. Many of these costs are payable by us regardless of whether or not the proposed Merger is completed and may relate to activities that we would not have undertaken other than to complete the proposed Merger.

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 June 30, 2026:

(1) These columns include the surrender to the Company of 9,265 shares of common stock to satisfy tax withholding obligations during the three months ended June 30, 2026 in connection with the vesting of restricted stock issued to employees. During the three months ended June 30, 2026, there were no shares of common stock repurchased by the Company 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 June 30, 2026, there were no shares of common stock repurchased by the Company on the open market as part of the stock repurchase program. As of June 30, 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 June 30, 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