STERLING INFRASTRUCTURE, INC.

For the period ended May 7, 2026. Filed Mar 25, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 7, 2026 · Filed Mar 25, 2026

STRL$252.82+3.5%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14AProxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934(Amendment No. __)

Filed by the Registrant	☑	Filed by a Party other than the Registrant	☐

Check the appropriate box:
☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

STERLING INFRASTRUCTURE, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
☑	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Notice of Annual Meeting of Shareholders

Date:	Thursday, May 7, 2026
Time:	8:30 a.m., local time
Place:	1800 Hughes Landing Boulevard
	The Woodlands, Texas 77380
Purpose:	(1) To elect the eight director nominees, named in the accompanying proxy statement, to our board of directors;
	(2) To approve, on an advisory basis, the compensation of our named executive officers;
	(3) To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2026; and
	(4) To transact such other business as may properly come before the annual meeting.
Record Date:	Only shareholders of record as of the close of business on March 10, 2026 are entitled to notice of and to attend or vote at the annual meeting.
Proxy Voting:	It is important that your shares are represented at the annual meeting. Accordingly, after reading the accompanying proxy statement, please promptly submit your proxy and voting instructions as described in the proxy statement.

By Order of the Board of Directors

Mark D. Wolf

General Counsel & Corporate Secretary

March 25, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERSTO BE HELD ON MAY 7, 2026.

Proxy Statement Summary	1
	2026 Annual Meeting of Shareholders	1
	Agenda and Voting Recommendations	1
	Corporate Governance Highlights	1
	Director Nominees Overview	2
	2025 Performance Highlights	3
	Corporate Social Responsibility Highlights	3
	Executive Compensation Highlights	4
Corporate Governance	4
	Board Governance Guidelines; Code of Business Conduct; Insider Trading Policy; Equity Award Timing	4
	Board Composition and Leadership Structure	5
	Board and Committee Independence; Financial Experts	5
	Director Nominees Experience and Skills Matrix	5
	Board Diversity, Tenure and Refreshment	6
	Board Diversity	6
	Board Tenure and Refreshment	6
	Board Succession Planning	6
	Board and Committee Meeting Attendance	7
	Board Committees	7
	Audit Committee	7
	Compensation and Talent Development Committee	7
	Corporate Governance and Nominating Committee	8
	Compensation and Talent Development Committee Procedures and Roles	8
	Board Evaluation Process	8
	Board’s Role in Oversight of Risk Management	9
	Stock Ownership Guidelines	11
	Consideration of Director Nominees and Shareholder Nomination Procedures	11
	Shareholder Engagement	12
	Communications with the Board	13
Director Compensation	13
	Cash Compensation	13
	Equity-Based Compensation	14
	2025 Director Compensation	14
Proposal No. 1: Election of Directors	15
	Vote Required to Elect Director Nominees	15
	Recommendation of the Board of Directors	15
	Information about Director Nominees	16
	Information about Executive Officers	20
Stock Ownership of Directors and Executive Officers	21
Delinquent Section 16(a) Reports	21
Stock Ownership of Certain Beneficial Owners	22

Sterling Infrastructure| 2026 Proxy Statement | i |

Executive Officer Compensation	20
	Compensation Discussion and Analysis	20
	Compensation and Talent Development Committee Report	29
	Executive Compensation Tables	30
	2025 Summary Compensation Table	30
	Grants of Plan-Based Awards in 2025	31
	Outstanding Equity Awards at December 31, 2025	32
	Stock Vested in 2025	33
	Potential Payments upon Termination or Change in Control	38
	Pay Ratio	39
	Pay Versus Performance	39
Proposal No. 2: Advisory Vote on the Compensation of Our Named Executive Officers	38
	Vote Required to Approve, on an Advisory Basis, the Compensation of Our Named Executive Officers	38
	Recommendation of the Board of Directors	38
Audit Committee Report	39
	Appointment of Independent Registered Public Accounting Firm; Financial Statement Review	39
Independent Registered Public Accounting Firm	40
	Fees and Related Disclosures for Accounting Services	40
	Pre-Approval Policies and Procedures	40
Proposal No. 3: Ratification of the Appointment of Our Independent Registered Public Accounting Firm	40
	Vote Required to Ratify the Appointment of Our Independent Registered Public Accounting Firm	40
	Recommendation of the Board of Directors	40
Certain Transactions	41
Questions and Answers about the Proxy Materials, Annual Meeting and Voting	42
2027 Shareholder Proposals	46

|ii |Sterling Infrastructure| 2026 Proxy Statement

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.