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STERLING INFRASTRUCTURE, INC.

For the period ended Mar 31, 2026. Filed May 5, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 5, 2026

STRL$290.67+15.0%Stored close · as of Nov 9, 2026

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Notes to the Condensed Consolidated Financial Statements

March 31, 2026

1.NATURE OF OPERATIONS

Business Summary

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

2.BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Presentation Basis—The accompanying Condensed Consolidated Financial Statements are presented in accordance with accounting policies generally accepted in the United States (“GAAP”) and reflect all wholly owned subsidiaries and those entities the Company is required to consolidate. See Note 5 - 50% Owned Subsidiaryand Note 6 - Construction Joint Ventures for further discussion of the Company’s consolidation policy for those entities that are not wholly owned. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation have been included. All significant intercompany accounts and transactions have been eliminated in consolidation. Reclassifications have been made to historical financial data in the Condensed Consolidated Financial Statements to conform to the current year presentation.

Estimates and Judgments—The preparation of the accompanying Condensed Consolidated Financial Statements in conformance with GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Certain accounting estimates of the Company require a higher degree of judgment than others in their application. These include the recognition of revenue and earnings from construction contracts over time, the valuation of long-lived assets, goodwill and purchase accounting estimates. Management continually evaluates all of its estimates and judgments based on available information and experience; however, actual results could differ from these estimates.

Significant Accounting Policies

Consistent with Regulation S-X Rule 10-01(a), the Company has omitted significant accounting policies in this quarterly report that would duplicate the disclosures contained in the Company’s annual report on Form 10-K for the year ended December 31, 2025 under “Part II, Item 8. Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements.” This quarterly report should be read in conjunction with the Company’s most recent annual report on Form 10-K.

Accounts Receivable—Receivables are generally based on amounts billed to the customer in accordance with contractual provisions. Receivables are written off based on the individual credit evaluation and specific circumstances of the customer, when such treatment is warranted. The Company performs a review of outstanding receivables, historical collection information and existing economic conditions to determine if there are potential uncollectible receivables. At March 31, 2026 and December 31, 2025, our allowance for our estimate of expected credit losses waszero.

Contracts in Progress—For performance obligations satisfied over time, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., biweekly or monthly) or upon achievement of contractual milestones. Contract liabilities arise when the Company bills its customers prior to revenue recognition. Conversely, contract assets are generated when customer billing occurs subsequent to revenue recognition.

Many of the contracts under which the Company performs work also contain retainage provisions. Retainage refers to that portion of our billings held for payment by the customer pending satisfactory completion of the project. Unless reserved, the Company assumes that all amounts retained by customers under such provisions are fully collectible. At March 31, 2026 and December 31, 2025, contract assets included $59.1 million and $40.7 million of retainage, respectively, and contract liabilities included $158.7 million and $147.6 million of retainage, respectively. Retainage on active contracts is classified as current regardless of the term of the contract and is generally collected within one year of the completion of a contract. We anticipate collecting approximately 65% of our March 31, 2026 retainage during the next twelve months, and the balance thereafter. Retainage is reported on the Condensed Consolidated Balance Sheets within “Contract assets” and “Contract liabilities” on a contract-by-contract basis at the end of each reporting period.

Contract assets increased by $30.6 million compared to December 31, 2025, primarily due to higher unbilled revenue and an increase in retainage. Contract liabilities increased by $43.3 million compared to December 31, 2025, due to the timing of billings and work progression, partly offset by an increase in retainage. Revenue recognized for the three months ended March 31, 2026 that was included in the contract liability balance on December 31, 2025 was $312.7 million. Revenue recognized for the three months ended March 31, 2025 that was included in the contract liability balance on December 31, 2024 was $172.6 million.

Cash, Cash Equivalents and Restricted Cash—Our cash and cash equivalents are comprised of highly liquid investments with original maturities of three months or less. The Company maintains its cash and cash equivalents at major financial institutions. The cash and cash equivalents balance at one or more of these financial institutions exceeds the Federal Depository Insurance Corporation (“FDIC”) insurance coverage. The Company periodically assesses the credit risk associated with these financial institutions and believes that the risk of loss is minimal. There wasno restricted cash included in the Condensed Consolidated Balance Sheets at March 31, 2026 and December 31, 2025, respectively.

New Accounting Pronouncements

In November 2024, the FASB issued ASU No. 2024-03, “Disaggregation of Income Statement Expenses” which requires companies to disclose disaggregated information for prescribed expense categories within relevant income statement expense line items. The guidance is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adopting the standard and plans to adopt the provisions of ASU 2024-03 in fiscal year 2027. This ASU affects financial statement disclosure only, and its adoption will not affect our results of operations or financial position.

3.ACQUISITIONS

CEC Acquisition

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

Purchase Consideration—Sterling completed the CEC Acquisition for a purchase price of $561.6 million, net of cash acquired, detailed as follows:

(In thousands, except per share data)
Cash consideration transferred$442,937
Equity consideration transferred (285 thousand shares at $278.53 per share(1))79,458
Earn-out (2)39,194
Total fair value of consideration$561,589

(1) Sterling’s closing stock price on August 29, 2025.

(2) The earn-out arrangement requires the Company to pay up to $80 million based upon CEC’s achievement of certain operating income targets.

Preliminary Purchase Price Allocation—The aggregate purchase price noted above was allocated to the assets and liabilities acquired based upon their estimated fair values at the acquisition closing date, which were based, in part, upon a preliminary external appraisal and valuation of certain assets, including specifically identified intangible assets. The excess of the fair value of consideration over the preliminary estimated fair value of the net tangible and identifiable intangible assets acquired totaling $308.9 million was recorded as goodwill. This goodwill represents the value of expected future earnings and cash flows, as well as the synergies created by the integration of the new business within our organization, including cross-selling opportunities to help strengthen our existing service offerings and expand our market position. The goodwill and intangibles related to the acquisition are expected to be deductible for tax purposes.

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

(In thousands)
Net tangible assets:
Accounts receivable$73,549
Contract assets40,632
Other current assets20,117
Property and equipment, net15,363
Other non-current assets, net25,820
Accounts payable(45,460)
Contract liabilities(53,555)
Current portion of long-term lease obligations(3,860)
Other current and non-current liabilities(47,673)
Total net tangible assets24,933
Identifiable intangible assets227,800
Goodwill308,856
Total fair value of consideration transferred$561,589

The purchase price allocation for the CEC Acquisition is preliminary. Amounts provisionally assigned to working capital, identifiable intangible assets, and certain other assets and liabilities are subject to change as we complete our valuation procedures. We expect to finalize the allocation as soon as practicable within the measurement period, which will not exceed one year from the acquisition date. Measurement‑period adjustments, if any, will be recorded in the period they are identified and may affect the amounts recognized for assets acquired, liabilities assumed, goodwill, and the intangible amortization in our results of operations.

Identifiable Intangible Assets—Intangible assets identified as part of the CEC Acquisition are reflected in the table below and are recorded at their estimated fair value, as determined by the Company’s management, based on available information which includes a preliminary valuation from external experts. The estimated useful lives for intangible assets were determined based upon the remaining useful economic lives of the intangible assets that are expected to contribute directly or indirectly to future cash flows.

(In thousands, except life data)Weighted Average Life (Years)September 1, 2025Fair Value
Customer relationships (1)25$156,300
Trade names (2)2571,500
Total$227,800

(1)The customer relationship intangible asset was valued using the multi‑period excess earnings method (MPEEM), an income‑based approach. This method estimates the present value of the future cash flows attributable to existing customers with consideration given to estimated customer attrition rates. Significant assumptions used in the valuation included projected revenues, operating margins, a customer attrition rate of 10%, and a discount rate reflecting the risk inherent in the projected cash flows of 13.5%.

(2) The trade name intangible asset was valued using the relief‑from‑royalty method. Significant assumptions used in the valuation included projected revenues, an estimated royalty rate of 1.5%, and a discount rate of 12.5%.

Supplemental Pro Forma Information (Unaudited)—The following unaudited pro forma combined financial information (“the pro forma financial information”) gives effect to the CEC Acquisition and related events as if they occurred at the beginning of the earliest comparative period and includes adjustments to (1) include additional intangible asset amortization associated with the CEC Acquisition (approximately $9.1 million annually), (2) include tax and interest impacts, and (3) include the pro forma results of CEC for the three months ended March 31, 2025. This pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved had the pro forma events taken place on the dates indicated. Further, the pro forma financial information does not purport to project the future operating results of the combined company following the CEC Acquisition.

(In thousands)Three Months Ended March 31, 2025
Pro forma revenue$518,405
Pro forma net income attributable to Sterling common stockholders$45,447
4.REVENUE FROM CUSTOMERS

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

(In thousands)March 31, 2026December 31, 2025
E-Infrastructure Solutions RPOs$2,711,311$1,843,536
Transportation Solutions RPOs1,035,1241,124,429
Building Solutions RPOs - Commercial49,31942,977
Total RPOs$3,795,754$3,010,942

At March 31, 2026, the Company expects to recognize approximately 70% of its RPOs as revenue during the next 12 months, and substantially all of the remaining balance in the 12 to 24 months thereafter.

Revenue Disaggregation—The following tables present the Company’s revenue disaggregated by major end market and contract type:

(In thousands)Three Months Ended March 31,
Revenues by major end market20262025
E-Infrastructure Solutions Revenues$597,732$218,263
Heavy Highway90,27287,198
Aviation21,18211,511
Other Services21,40921,952
Transportation Solutions Revenues132,863120,661
Residential78,77776,766
Commercial16,30315,259
Building Solutions Revenues95,08092,025
Total Revenues$825,675$430,949
Revenues by contract type
Lump-Sum$533,934$224,188
Fixed-Unit Price199,777126,562
Residential and Other91,96480,199
Total Revenues$825,675$430,949

Variable Consideration

The Company has projects that it is in the process of negotiating, or awaiting final approval of, unapproved change orders and claims with its customers. The Company is proceeding with its contractual rights to recoup additional costs incurred from its customers based on completing work associated with change orders, including change orders with pending change order pricing, or claims related to significant changes in scope which resulted in substantial delays and additional costs in completing the work. Unapproved change order and claim information has been provided to the Company’s customers and negotiations with the customers are ongoing. If additional progress with an acceptable resolution is not reached, legal action will be taken. Based upon the Company’s review of the provisions of its contracts, specific costs incurred and other related evidence supporting the unapproved change orders and claims, together in some cases as necessary with the views of the Company’s outside claim consultants, the Company concluded it was appropriate to include in project price amounts of $2.9 million, at both March 31, 2026 and December 31, 2025, relating to unapproved change orders and claims. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined.

Contract Estimates

Accounting for long-term contracts and programs involves the use of various techniques to estimate total contract revenue and costs. For long-term contracts, the Company estimates the profit on a contract as the difference between the total estimated revenue and expected costs to complete a contract and recognizes such profit over the life of the contract. Contract estimates are based on various assumptions to project the outcome of future events that often span several years. These assumptions include labor productivity and availability, the complexity of the work to be performed, the cost and availability of materials and the performance of subcontractors. Changes in job performance, job conditions and estimated profitability, including those changes arising from contract penalty provisions and final contract settlements, may result in changes in revenue and are recognized in the period in which the changes are determined. Changes in contract estimates on performance obligations satisfied or partially satisfied in previous periods resulted in net revenue increases of $55.8 million and $30.5 million for the three months ended March 31, 2026 and 2025, respectively.

5.50% OWNED SUBSIDIARY

The Company holds a 50% ownership interest in Road and Highway Builders, LLC (“RHB”), with Rich Buenting holding the remaining 50% ownership interest. The Company uses the equity method of accounting for its ownership interest, reporting its portion of RHB’s income as a single line item (“Other operating income (expense), net”) in the Condensed Consolidated Statements of Operations and reporting its interest in RHB as a single line item (“Investment in unconsolidated subsidiary”) in the Condensed Consolidated Balance Sheets.

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

(In thousands)March 31, 2026December 31, 2025
Current assets - RHB’s Balance Sheets$121,928$118,101
Current liabilities - RHB’s Balance Sheets$120,675$123,940
Investment in unconsolidated subsidiary - Sterling’s Balance Sheets (1)$100,482$105,813
(1) Includes a basis difference of $89.8 million and $91.9 million at March 31, 2026 and December 31, 2025, respectively.
Three Months Ended March 31,
(In thousands)20262025
RHB’s Statements of Operations
Revenues$44,052$43,446
Income before tax$7,629$8,075
Sterling’s Statements of Operations
Revenues$—$—
Income before tax (1)$1,668$1,892
(1) For the three months ended March 31, 2026 and 2025, Sterling’s portion of income before tax includes approximately $1.9 million, in each period, of intangible asset amortization and $275 thousand, in each period, of depreciation expense related to the basis difference recognized in the deconsolidation of RHB on December 31, 2024.
6.CONSTRUCTION JOINT VENTURES

Joint Ventures with a Controlling Interest—We consolidate any venture that is determined to be a VIE for which we are the primary beneficiary, or which we otherwise effectively control. The equity held by the remaining owners and their portions of net income (loss) are reflected in stockholders’ equity on the Condensed Consolidated Balance Sheets line item “Noncontrolling interests” and in the Condensed Consolidated Statements of Operations line item “Net income attributable to noncontrolling interests,” respectively.

Joint Ventures with a Noncontrolling Interest—The Company accounts for unconsolidated joint ventures using a pro-rata basis in the Condensed Consolidated Statements of Operations and as a single line item (“Receivables from and equity in construction joint ventures”) in the Condensed Consolidated Balance Sheets. This method is a permissible modification of the equity method of accounting which is a common practice in the construction industry. Combined financial amounts of joint ventures in which the Company has a noncontrolling interest and the Company’s share of such amounts which are included in the Company’s Condensed Consolidated Financial Statements are shown below:

(In thousands)March 31, 2026December 31, 2025
Current assets - Joint Ventures’ Balance Sheets$55,099$33,326
Current liabilities - Joint Ventures’ Balance Sheets$(37,024)$(17,877)
Receivables from and equity in construction joint ventures - Sterling's Balance Sheets$7,229$6,179
Three Months Ended March 31,
(In thousands)20262025
Joint Ventures’ Statements of Operations:
Revenues$21,557$19,626
Income before tax$2,626$163
Sterling’s noncontrolling interest:
Revenues$8,623$7,850
Income before tax$1,050$65

The caption “Receivables from and equity in construction joint ventures” includes undistributed earnings and receivables owed to the Company. Undistributed earnings are typically released to the joint venture partners after the customer accepts the project as completed and the warranty period, if any, has passed.

Other—The use of joint ventures exposes us to a number of risks, including the risk that our partners may be unable or unwilling to provide their share of capital investment to fund the operations of the venture or complete their obligations to us, the venture, or ultimately, the customer. Differences in opinions or views among joint venture partners could also result in delayed decision-making or failure to agree on material issues, which could adversely affect the business and operations of the joint venture. In addition, agreement terms may subject us to joint and several liability for our venture partners, and the failure of our venture partners to perform their obligations could impose additional performance and financial obligations on us. The aforementioned factors could result in unanticipated costs to complete the projects, liquidated damages or contract disputes, including claims against our partners.

7.PROPERTY AND EQUIPMENT

Property and equipment are summarized as follows:

(In thousands)March 31, 2026December 31, 2025
Construction and transportation equipment$477,629$460,223
Buildings and improvements31,77330,224
Land2,1682,168
Office equipment6,5296,418
Total property and equipment518,099499,033
Less accumulated depreciation(233,796)(220,764)
Total property and equipment, net$284,303$278,269

Depreciation Expense—Depreciation expense is primarily included within cost of revenues and was $15.9 million and $12.5 million for the three months ended March 31, 2026 and 2025, respectively.

8.OTHER INTANGIBLE ASSETS

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

March 31, 2026 · December 31, 2025
(In thousands)WeightedAverageLife (Years)GrossCarryingAmountAccumulatedAmortizationGrossCarryingAmountAccumulatedAmortization
Customer relationships24$519,883$(88,066)$519,483$(82,344)
Trade names24133,077(16,885)133,077(15,514)
Total24$652,960$(104,951)$652,560$(97,858)

The Company’s intangible amortization expense was $7.1 million and $4.5 million for the three months ended March 31, 2026 and 2025, respectively.

9.DEBT

The Company’s outstanding debt was as follows:

(In thousands)March 31, 2026December 31, 2025
Term Loan Facility$288,750$292,500
Revolving Credit Facility——
Credit Facility288,750292,500
Other debt339382
Total debt289,089292,882
Less - Current maturities of long-term debt(15,138)(15,146)
Less - Unamortized debt issuance costs(1,630)(1,833)
Total long-term debt$272,321$275,903

Credit Facility—The Company and the subsidiary guarantors have an Amended and Restated Credit Agreement (the “Credit Agreement”) that provides the Company with senior secured debt financing consisting of the following (collectively, the “Credit Facility”): (i) a senior secured first lien term loan facility (the “Term Loan Facility”) in the aggregate principal amount of $300 million and (ii) a senior secured first lien revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount of up to $150 million (with a $75 million limit for the issuance of letters of credit and a $15 million sublimit for swing line loans). The obligations under the Credit Facility are secured by substantially all assets of the Company and the subsidiary guarantors, subject to certain permitted liens and other customary exceptions. The Credit Facility will mature on June 5, 2028.

As specified in the Credit Agreement, the loans under the Credit Facility bear interest at a base rate or the Secured Overnight Financing Rate (“SOFR”) plus an applicable margin based on the Total Net Leverage Ratio, at the Company’s election. At March 31, 2026, the Company calculated interest using a SOFR rate of 3.77% and an applicable margin of 1.25% per annum, and had a weighted average interest rate of approximately 5.02% per annum during the three months ended March 31, 2026. Scheduled principal payments on the Term Loan Facility are made quarterly and total approximately $11.3 million for the remainder of 2026, and $15 million and $3.8 million for the years ending 2027 and 2028, respectively. A final payment of all principal and interest then outstanding on the Term Loan Facility is due on June 5, 2028. For the three months ended March 31, 2026, the Company made term loan payments of $3.8 million. Repayments under the Term Loan Facility may not be reborrowed under the terms of the Credit Agreement.

In addition to interest on debt borrowings, we are assessed quarterly commitment fees on the unutilized portion of the Revolving Credit Facility as well as letter of credit fees on outstanding instruments. At March 31, 2026, we hadno outstanding borrowings under the $150 million Revolving Credit Facility. Borrowings under the Revolving Credit Facility may be repaid and reborrowed under the terms of the Credit Agreement.

Debt Issuance Costs—The costs associated with the Credit Facility are reflected on the Condensed Consolidated Balance Sheets as a direct reduction from the related debt liability and amortized over the term of the facility. Amortization of debt issuance costs was $204 thousand and $307 thousand for the three months ended March 31, 2026 and 2025, respectively, and was recorded as interest expense.

Compliance and Other—The Credit Agreement contains various affirmative and negative covenants that may, subject to certain exceptions, restrict our ability and the ability of our subsidiaries to, among other things, grant liens, incur additional indebtedness, make loans, advances or other investments, make non-ordinary course asset sales, declare or pay dividends or make other distributions with respect to equity interests, purchase, redeem or otherwise acquire or retire capital stock or other equity interests, or merge or consolidate with any other person, among various other things. In addition, the Company is required to maintain certain financial covenants. As of March 31, 2026, we were in compliance with all of our restrictive and financial covenants. The Company’s debt is recorded at its carrying amount in the Condensed Consolidated Balance Sheets. Based upon the current market rates for debt with similar credit risk and maturities, at March 31, 2026 and December 31, 2025, the fair value of our debt outstanding approximated the carrying value, as interest is based on SOFR plus an applicable margin.

10.LEASE OBLIGATIONS

The Company has operating and finance leases primarily for construction and transportation equipment, as well as office space. The Company’s leases have remaining lease terms ofone month toten years, some of which include options to extend the leases for up toten years.

The components of lease expense are as follows:

Three Months Ended March 31,
(In thousands)20262025
Operating lease cost$5,828$5,749
Short-term lease cost$13,145$5,730
Finance lease cost:
Amortization of right-of-use assets$33$31
Interest on lease liabilities68
Total finance lease cost$39$39

Supplemental cash flow information related to leases is as follows:

(In thousands)Three Months Ended March 31,
Cash paid for amounts included in the measurement of lease liabilities:20262025
Operating cash flows from operating leases$5,842$5,676
Operating cash flows from finance leases$6$8
Financing cash flows from finance leases$33$31
Right-of-use assets obtained in exchange for lease obligations (non-cash):
Operating leases$993$814
Finance leases$—$—

Supplemental balance sheet information related to leases is as follows:

(In thousands)March 31, 2026December 31, 2025
Operating Leases
Operating lease right-of-use assets$53,941$58,167
Current portion of long-term lease obligations$16,200$18,679
Long-term lease obligations38,52740,186
Total operating lease liabilities$54,727$58,865
Finance Leases
Property and equipment, at cost$1,428$1,428
Accumulated depreciation(1,105)(1,067)
Property and equipment, net$323$361
Current maturities of long-term debt$139$136
Long-term debt200236
Total finance lease liabilities$339$372
Weighted Average Remaining Lease Term
Operating leases5.05.0
Finance leases2.32.6
Weighted Average Discount Rate
Operating leases5.9%5.9%
Finance leases6.9%6.9%

Maturities of lease liabilities are as follows:

(In thousands)OperatingLeasesFinanceLeases
Year Ending December 31,
2026 (excluding the three months ended March 31, 2026)$15,653$118
202711,826158
20288,92892
20297,835—
20307,566—
20317,343—
Thereafter4,838—
Total lease payments$63,989$368
Less imputed interest(9,262)(29)
Total$54,727$339
11.COMMITMENTS AND CONTINGENCIES

Insurance

The Company is required by its insurance providers to obtain and hold standby letters of credit. These letters of credit serve as a guarantee by the issuer to pay the Company’s insurance providers the incurred claim costs attributable to its general liability, workers’ compensation and automobile liability claims, up to the amount stated in the standby letters of credit, in the event that these claims were not paid by the Company.

Property and Casualty—The Company has athree-year Structured Reinsurance Program for Workers’ Compensation, General Liability and Auto Liability, which is subject to a $1 million deductible per occurrence, followed by an umbrella program (Workers’ Compensation, General Liability and Auto Liability) that is subject to a corridor deductible of $9 million. We accrue for probable losses, both reported and unreported, that are reasonably estimable using actuarial methods based on historic trends, modified, if necessary, by recent events. Changes in the Company's loss assumptions caused by changes in actual experience would affect our assessment of the ultimate liability and could have an effect on our operating results and financial position. The Company also maintains commercial insurance coverage in excess of the limits of our primary and umbrella commercial automobile, general liability and employers’ liability policies, in the amount of $70 million.

Medical—The Company maintains fully insured and self-insured medical benefit plans, which provide medical benefits to employees electing coverage under the plans. Under its self-insured plans, the Company has stop-loss coverage per claim to limit the exposure arising from these claims. Self-insured claims filed and claims incurred but not reported are accrued based upon management’s estimates of the ultimate cost of claims incurred using actuarial assumptions followed in the insurance industry and historical experience. Although management believes it has the ability to reasonably estimate losses related to claims, it is possible that actual results could differ from recorded self-insured liabilities.

Guarantees

The Company obtains bonding on construction contracts primarily through Travelers Casualty and Surety Company of America (“Travelers”). As is customary in the construction industry, the Company indemnifies Travelers for any losses incurred by it in connection with bonds that are issued. The Company has granted Travelers a security interest in accounts receivable and contract rights for that obligation.

On certain projects, the Company issues performance guarantees for the remaining cost of work to be performed. For lump-sum contracts, the performance guarantee amount is the cost to complete the contracted work, less amounts remaining to be billed to the client under the contract. Remaining billable amounts could be greater or less than the cost to complete. In those cases where costs exceed the remaining amount billable under the contract, we may have recourse to third parties, such as owners, partners, subcontractors or vendors for claims.

The Company typically indemnifies contract owners for claims arising during the construction process and carries insurance coverage for such claims, which in the past have not been material.

The Company’s Certificate of Incorporation provides for indemnification of its officers and directors. The Company has a directors and officers insurance policy that limits their exposure to litigation against them in their capacities as such.

Litigation

The Company, including its construction joint ventures and its 50% owned subsidiary, is now and may in the future be involved as a party to various legal proceedings that are incidental to the ordinary course of business. Management, after consultation with legal counsel, does not believe that the outcome of these actions will have a material impact on the Condensed Consolidated Financial Statements of the Company. As of March 31, 2026, the Company is not aware of any pending legal proceedings that are expected to result in a material loss.

Purchase Commitments

To manage the risk of changes in material prices and subcontracting costs used in tendering bids for construction contracts, most of the time, we obtain firm quotations from suppliers and subcontractors before submitting a bid. These quotations do not include any quantity guarantees. As soon as we are advised that our bid is successful, we enter into firm contracts with most of our materials suppliers and sub-contractors, thereby mitigating the risk of future price variations affecting the contract costs.

12.INCOME TAXES

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

Three Months Ended March 31,
(In thousands)20262025
Current federal tax expense$24,332$10,918
Current state tax expense7,4323,512
Deferred federal tax expense1,982436
Deferred state tax (benefit) expense(73)214
Income tax expense$33,673$15,080
Cash paid (received) for income taxes$—$(39)

The effective income tax rate for the three months ended March 31, 2026 was 24.5%. The rate varied from the statutory rate primarily as a result of non-deductible compensation, state income taxes, and other permanent differences. The Company incurred an approximately $900 thousand tax benefit for the three months ended March 31, 2026 for increased tax deductions related to stock compensation.

The Company's U.S. federal and state income tax returns for 2023 and later are open and subject to examination. Additionally, the federal and state net operating loss (“NOL”) may be adjusted by the taxing authorities for the 2014 and later tax years.

Uncertain Tax Positions (“UTP”)—The Company has a UTP liability of $5.2 million and an additional liability related to the UTP for penalties of $1 million and interest of $1.4 million at March 31, 2026. We recognize interest and penalties related to the UTP as interest and administrative expense, respectively. The UTP, including penalties and interest, is fully offset by an indemnification receivable at March 31, 2026. The Company recognized $1.5 million of the recorded UTP in 2025, with no material impact to the Condensed Consolidated Statement of Operations due to the associated indemnification receivable.

13.STOCK INCENTIVE PLAN AND OTHER EQUITY ACTIVITY

General—The Company has a stock incentive plan (the “Stock Incentive Plan”) and an employee stock purchase plan (the “ESPP”) that are administered by the Compensation and Talent Development Committee of the Board of Directors. Under the Stock Incentive Plan, the Company can issue shares to employees and directors in the form of restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and performance share units (“PSUs”). Changes in common stock and additional paid in capital during the three months ended March 31, 2026 primarily relate to activity associated with the Stock Incentive Plan, the ESPP, shares withheld for taxes and repurchases of the Company’s common stock.

Share Grants—During the three months ended March 31, 2026, the Company granted the following awards under the Stock Incentive Plan:

(In thousands, except per share data)SharesWeighted Average Grant-Date Fair Value per Share
RSUs20$340.17
PSUs – EPS Based (at target)17$306.23
PSUs – Market Based5$428.56
Total shares granted42

Share Issuances—During the three months ended March 31, 2026, the Company issued the following shares under the Stock Incentive Plan and the ESPP:

(In thousands)Shares
RSUs (issued upon vesting)7
PSUs – EPS Based (issued upon vesting)56
Total shares issued63

Stock-Based Compensation—The Company recognized $7.3 million and $6.3 million of stock-based compensation expense during the three months ended March 31, 2026 and 2025, respectively. ESPP expense, which is included in the total stock-based compensation expense, was $139 thousand and $87 thousand for the three months ended March 31, 2026 and 2025, respectively. Additionally, the Company has liability-based PSUs for which the number of shares awarded is not determined until the vesting date. During the three months ended March 31, 2026 and 2025, the Company recognized $206 thousand and $339 thousand, respectively, as a liability and compensation expense, and upon vesting, reclassified the grant date fair value of $732 thousand and $632 thousand, respectively, from a liability to additional paid in capital. Stock-based compensation expense is primarily recognized within general and administrative expense. The Company recognizes forfeitures as they occur, rather than estimating expected forfeitures.

Shares Withheld for Taxes—The Company withheld 24 thousand shares for taxes on the vesting of employee stock-based compensation for $10.7 million during the three months ended March 31, 2026.

Treasury Stock—Effective November 12, 2025, the Board of Directors authorized a stock repurchase program, permitting the repurchase of up to $400 million of the Company’s outstanding common stock. The stock repurchase program expires on November 12, 2027 and may be modified, extended or terminated by the Board of Directors at any time. Under the program, the Company may repurchase its common stock in the open market or through privately negotiated transactions at such times and at such prices as determined to be in the Company’s best interest. The Company accounts for the repurchase of treasury shares under the cost method and during the three months ended March 31, 2026, the Company repurchased 40 thousand shares of its common stock for $12.3 million.

14.EARNINGS PER SHARE

The following table reconciles the numerators and denominators of the basic and diluted earnings per share computations for the three months ended March 31, 2026 and 2025:

(In thousands, except per share data)Three Months Ended March 31,
Numerator:20262025
Net income attributable to Sterling common stockholders$95,969$39,477
Denominator:
Weighted average common shares outstanding — basic30,65230,547
Shares for dilutive unvested stock386334
Weighted average common shares outstanding — diluted31,03830,881
Net income per share attributable to Sterling common stockholders:
Basic$3.13$1.29
Diluted$3.09$1.28

There were zero and 34 thousand weighted average unvested shares that were excluded from the calculation of diluted EPS under the treasury stock method, as they were anti-dilutive, for the three months ended March 31, 2026 and 2025, respectively.

15.SUPPLEMENTAL CASH FLOW INFORMATION

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

Three Months Ended March 31,
(In thousands)20262025
Accounts receivable$(12,740)$(32,233)
Contracts in progress, net12,69031,428
Receivables from and equity in construction joint ventures(1,050)(1,101)
Receivable from affiliate—32,054
Other current and non-current assets5,294(196)
Accounts payable4,115(5,438)
Accrued compensation and other liabilities16,293(4,128)
Changes in operating assets and liabilities$24,602$20,386
16.RELATED PARTY TRANSACTIONS

The Company has a limited number of related party transactions. The most significant transactions relate to property leases with the management of certain subsidiaries who own or have an ownership interest in real estate and other companies. The leases are for office space, equipment yards or maintenance shops and have an annual cost of approximately $5 million. The leases expire at various points over the nextone toseven years. During the three months ended March 31, 2026, the Company has performed work for and received services from entities owned or partially owned by the management of certain subsidiaries. For the work performed, the Company earned approximately $1.2 million in revenue, and for the services received, incurred approximately $42 thousand of expense for the three months ended March 31, 2026.

In connection with the CEC Acquisition, the Company recorded a payable to the sellers, some of whom are now related parties, that is directly linked to a project‑specific receivable of approximately $15 million owed to CEC as of the acquisition date. Consistent with the closing settlement mechanics, amounts received from the customer on this receivable will be remitted to the sellers and, accordingly, the Company recognized a liability for the expected remittance. The arrangement does not impact gross profit, as the payable represents a pass‑through of cash collected on a pre‑close balance rather than consideration for post‑close performance. The asset and liability are presented within other current assets and liabilities, respectively, given the expected collection and remittance timeframe of less than 12 months.

17.SEGMENT INFORMATION

The Company’s internal and public segment reporting are aligned based upon the services offered by its operating segments. The Company’s operations consist ofthree reportable segments: E-Infrastructure Solutions, Transportation Solutions and Building Solutions. The Company’s CODM, which is the Company’s Chief Executive Officer, uses both segment gross profit and operating income for each segment predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual variances of both profit measures when making decisions about allocating capital and personnel to the segments. We incur certain expenses at the corporate level that relate to our business as a whole. Our business segments receive a portion of these expenses through various allocation methods, predominantly determined by usage and volume. The balance of the corporate level expenses are reported in the “Corporate G&A Expense” line, which is primarily comprised of corporate headquarters facility expense, the cost of the executive management team, and other expenses pertaining to certain centralized functions that benefit the entire Company but are not directly attributable to any specific business segment, such as corporate human resources, legal, governance, compliance and finance functions. Total assets held at Corporate primarily include cash, PP&E, and prepaid and leased assets.

The following tables present segment revenues, significant segment expenses, and measures of segment profit or loss for the three months ended March 31, 2026 and 2025:

(In thousands)Three Months Ended March 31,
Revenues20262025
E-Infrastructure Solutions$597,732$218,263
Transportation Solutions132,863120,661
Building Solutions95,08092,025
Total Revenues$825,675$430,949
Cost of Revenues
E-Infrastructure Solutions$(435,072)$(156,521)
Transportation Solutions(112,510)(104,665)
Building Solutions(83,797)(74,923)
Total Cost of Revenues$(631,379)$(336,109)
Gross Profit
E-Infrastructure Solutions$162,660$61,742
Transportation Solutions20,35315,996
Building Solutions11,28317,102
Total Gross Profit$194,296$94,840
(In thousands)Three Months Ended March 31,
General and Administrative Expense20262025
E-Infrastructure Solutions$(24,215)$(12,133)
Transportation Solutions(7,267)(6,635)
Building Solutions(3,344)(3,214)
Segment General and Administrative Expense(34,826)(21,982)
Corporate(13,024)(12,649)
Total General and Administrative Expense$(47,850)$(34,631)
Intangible Amortization
E-Infrastructure Solutions$(5,369)$(2,967)
Transportation Solutions——
Building Solutions(1,724)(1,536)
Total Intangible Amortization$(7,093)$(4,503)
Other Operating Income, Net
E-Infrastructure Solutions$688$—
Transportation Solutions1,6681,892
Building Solutions——
Total Other Operating Income, Net$2,356$1,892
Operating Income
E-Infrastructure Solutions$133,764$46,642
Transportation Solutions14,75411,253
Building Solutions6,21512,352
Segment Operating Income154,73370,247
Corporate G&A Expense(13,024)(12,649)
Acquisition Related Costs(1,407)(179)
Earn-out Expense(2,488)(1,343)
Total Operating Income$137,814$56,076

The following table presents depreciation by reportable segment:

(In thousands)Three Months Ended March 31,
Depreciation20262025
E-Infrastructure Solutions$(11,848)$(9,760)
Transportation Solutions(3,387)(2,065)
Building Solutions(364)(346)
Corporate(342)(317)
Total Depreciation$(15,941)$(12,488)

The following table presents assets by reportable segment:

(In thousands)March 31,December 31,
Assets20262025
E-Infrastructure Solutions$1,936,497$1,870,246
Transportation Solutions185,967181,867
Building Solutions232,017240,174
Corporate429,191341,544
Total Assets$2,783,672$2,633,831
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.