# Arcosa, Inc. (ACA)

Informational only - not investment advice.

CIK: 0001739445
SIC: 3440 Fabricated Structural Metal Products
SIC breadcrumb: [Manufacturing](/division/D/) > [SIC Major Group 34](/major-group/34/) > [SIC 3440 Fabricated Structural Metal Products](/industry/3440/)
Latest 10-K filed: 2026-02-27
SEC page: https://www.sec.gov/edgar/browse/?CIK=1739445
Filing source: https://www.sec.gov/Archives/edgar/data/1739445/000173944526000029/aca-20251231.htm

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 2883400000 | USD | 2025 | 2026-02-27 |
| Net income | 208400000 | USD | 2025 | 2026-02-27 |
| Assets | 4985200000 | USD | 2025 | 2026-02-27 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-27. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001739445.json. Derived margins are computed from the extracted annual SEC facts.

| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue | 1,704,000,000 | 1,462,400,000 | 1,460,400,000 | 1,736,900,000 | 1,935,600,000 | 2,036,400,000 | 2,242,800,000 | 2,307,900,000 | 2,569,900,000 | 2,883,400,000 |
| Net income | 123,000,000 | 89,700,000 | 75,700,000 | 113,300,000 | 106,600,000 | 69,600,000 | 245,800,000 | 159,200,000 | 93,700,000 | 208,400,000 |
| Operating income | 200,800,000 | 131,700,000 | 94,900,000 | 152,900,000 | 151,800,000 | 107,300,000 | 349,000,000 | 217,300,000 | 197,600,000 | 341,900,000 |
| Gross profit |  |  |  |  |  |  |  | 443,800,000 | 515,200,000 | 647,200,000 |
| Diluted EPS | 2.52 | 1.84 | 1.54 | 2.32 | 2.18 | 1.42 | 5.05 | 3.26 | 1.91 | 4.24 |
| Assets | 1,526,300,000 | 1,602,500,000 | 2,172,200,000 | 2,302,500,000 | 2,646,700,000 | 3,188,100,000 | 3,340,600,000 | 3,577,900,000 | 4,915,500,000 | 4,985,200,000 |
| Liabilities |  | 194,600,000 | 487,700,000 | 512,100,000 | 754,500,000 | 1,234,800,000 | 1,156,200,000 | 1,245,900,000 | 2,487,300,000 | 2,343,800,000 |
| Stockholders' equity | 1,341,800,000 | 1,407,900,000 | 1,684,500,000 | 1,790,400,000 | 1,892,200,000 | 1,953,300,000 | 2,184,400,000 | 2,332,000,000 | 2,428,200,000 | 2,641,400,000 |
| Cash and cash equivalents | 14,000,000 | 6,800,000 | 99,400,000 | 240,400,000 | 95,800,000 | 72,900,000 | 160,400,000 | 104,800,000 | 187,300,000 | 214,600,000 |
| Net margin | 7.22% | 6.13% | 5.18% | 6.52% | 5.51% | 3.42% | 10.96% | 6.90% | 3.65% | 7.23% |
| Operating margin | 11.78% | 9.01% | 6.50% | 8.80% | 7.84% | 5.27% | 15.56% | 9.42% | 7.69% | 11.86% |

## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-01. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001739445.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2022-Q2 | 2022-06-30 |  |  | 0.79 | reported discrete quarter |
| 2022-Q3 | 2022-09-30 |  |  | 0.66 | reported discrete quarter |
| 2023-Q1 | 2023-03-31 |  |  | 1.14 | reported discrete quarter |
| 2023-Q2 | 2023-06-30 | 584,800,000 | 40,900,000 | 0.84 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 591,700,000 | 35,500,000 | 0.72 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 582,200,000 | 27,100,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2024-Q1 | 2024-03-31 | 598,600,000 | 39,200,000 | 0.80 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 664,700,000 | 45,600,000 | 0.93 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 640,400,000 | 16,600,000 | 0.34 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 666,200,000 | -7,700,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2025-03-31 | 632,000,000 | 23,600,000 | 0.48 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 736,900,000 | 59,700,000 | 1.22 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 797,800,000 | 73,000,000 | 1.48 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 716,700,000 | 52,100,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2026-03-31 | 571,700,000 | 37,800,000 | 0.77 | reported discrete quarter |

## Macro Cross-References
- [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- [UNRATE](/indicator/UNRATE/): Unemployment Rate
- [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate
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- [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product
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- [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index
- [TCU](/indicator/TCU/): Capacity Utilization: Total Index
- [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units
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- [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade
- [PCE](/indicator/PCE/): Personal Consumption Expenditures
- [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income
- [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate
- [M2SL](/indicator/M2SL/): M2
- [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance
- [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States
- [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States
- [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States
- [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States
- [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States
- [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized
- [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized
- [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks
- [GDP](/indicator/GDP/): Gross Domestic Product
- [GPDI](/indicator/GPDI/): Gross Private Domestic Investment
- [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment
- [PCEC](/indicator/PCEC/): Personal Consumption Expenditures
- [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services
- [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt
- [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit
- [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts
- [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures
- [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing
- [USCONS](/indicator/USCONS/): All Employees, Construction
- [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade
- [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities
- [USGOVT](/indicator/USGOVT/): All Employees, Government
- [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private
- [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods
- [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- [BUSINV](/indicator/BUSINV/): Total Business Inventories
- [EXPGS](/indicator/EXPGS/): Exports of Goods and Services
- [IMPGS](/indicator/IMPGS/): Imports of Goods and Services
- [IR](/indicator/IR/): Import Price Index (End Use): All Commodities
- [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1739445/000173944526000067/aca-20260331.htm

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization.
Confidence: high
Filing date: 2026-05-01
Report date: 2026-03-31

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

•Forward-Looking Statements

Our MD&A should be read in conjunction with the Consolidated Financial Statements of Arcosa, Inc. and its consolidated subsidiaries (“Arcosa,” “Company,” “we,” or “our”) and related Notes in Part I, Item 1 of this Quarterly Report on Form 10-Q and the Consolidated Financial Statements and related Notes in Item 8, “Financial Statements and Supplementary Data”, of our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Annual Report on Form 10-K”).

Company Overview

Arcosa, headquartered in Dallas, Texas, is a provider of infrastructure-related products and solutions with leading brands serving construction materials and engineered structures markets in North America. Arcosa is a Delaware corporation and was incorporated in 2018.

Market Outlook

•Within our Construction Products segment, market demand remains healthy overall when seasonal weather conditions have been normal, supported by increased infrastructure spending and private non-residential activity. The outlook for single-family residential housing continues to be impacted by higher interest rates and home affordability, which has negatively impacted volumes. We have been successful in managing inflationary cost pressures through proactive price increases.

•Within our Engineered Structures segment, our backlog for utility and related structures as of March 31, 2026 was $557.6 million, up 35% from March 31, 2025, and provides strong production visibility for the remainder of 2026. In utility structures, order and inquiry activity continues to be very healthy, as customers remain focused on grid hardening and reliability initiatives, along with increasing demand for electricity stemming from AI-driven projects. Due to increased demand, we are currently in the process of converting an idled wind tower facility to utility structures, which is expected to be operational by the end of the second quarter. We are evaluating our Engineered Structures footprint for additional opportunities to increase capacity to meet elevated demand.

•For our wind towers business, market demand has historically been impacted by the level of federal tax credits available. The One Big Beautiful Bill Act ("OBBBA"), which was enacted on July 4, 2025, terminates the Advanced Manufacturing Production ("AMP") tax credit for wind towers sold after 2027. Also, under the OBBBA, wind farm projects that begin construction after July 4, 2026, and are not placed in service before the end of 2027, will not be eligible for the Production Tax Credit ("PTC"). Notwithstanding these developments, we remain confident that further investment in wind energy is needed to meet the load growth demands in the U.S. During the first quarter, we received orders of $43 million, of which roughly half is expected to be recognized in the second half of 2026 and the remainder in 2027. As of March 31, 2026, our remaining backlog for wind towers was $600.0 million and we expect to recognize 36% during the remainder of 2026.

22

Table of Contents

Executive Overview

Recent Developments

On April 1, 2026, the Company completed the previously announced sale of its barge business for $450 million, subject to customary purchase price adjustments. Previously reported in the Transportation Products segment, the barge business is a leading manufacturer of inland barges, fiberglass barge covers, winches, and marine hardware located along the U.S. inland river systems. The transaction is expected to generate a pre-tax gain and the Company intends to use the after-tax proceeds to further invest in the expansion of its core growth platforms and reduce outstanding debt. As of March 31, 2026, the assets and liabilities of the barge business were classified as held for sale and the results of operations and cash flows for the three months ended March 31, 2026 have been classified as discontinued operations. Results of prior periods have been recast to reflect these changes and present results on a comparable basis. Since there are no remaining operations, the Transportation Products segment is no longer presented as a reportable segment. Unless indicated otherwise, the information in MD&A relates to the Company's continuing operations.

Financial Operations and Highlights

•Revenues for the three months ended March 31, 2026 increased by 4.4% to $571.7 million compared to the three months ended March 31, 2025 due to higher revenues in Engineered Structures and Construction Products.

•Operating profit for the three months ended March 31, 2026 increased by $6.1 million to $47.1 million from the same period in 2025, driven by growth in our utility structures business.

•Selling, general, and administrative expenses increased by 6.8% for the three months ended March 31, 2026 compared to the same period in 2025. As a percentage of revenues, selling, general, and administrative expenses were 13.3% for the three months ended March 31, 2026, compared to 13.0% for the same period in 2025.

•Interest expense for the three months ended March 31, 2026 totaled $24.0 million, a decrease of $4.3 million, from the same period in 2025.

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

•Net income for the three months ended March 31, 2026 was $37.8 million, compared to $23.6 million for the same period in 2025.

Our Engineered Structures segment operates in cyclical industries. Additionally, results in our Construction Products segment are affected by weather and seasonal fluctuations with the second and third quarters historically being the quarters with the highest revenues.

Unsatisfied Performance Obligations (Backlog)

As of March 31, 2026, December 31, 2025, and March 31, 2025, our unsatisfied performance obligations, or backlog, were as follows:

March 31,

2026

December 31,

2025

March 31,

2025

(in millions)

Engineered Structures:

Utility and related structures

$

557.6 

$

434.9 

$

413.0 

Wind towers

$

600.0 

$

627.8 

$

681.1 

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

23

Table of Contents

Results of Operations

Overall Summary

Revenues

Three Months Ended March 31,

2026

2025

Percent Change

(in millions)

Construction Products

$

276.3 

$

262.8 

5.1 

%

Engineered Structures

295.4 

284.8 

3.7 

Consolidated Total

$

571.7 

$

547.6 

4.4 

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

•Revenues increased by 4.4% during the three months ended March 31, 2026.

•Revenues from Construction Products increased primarily due to higher revenues in our aggregates and trench shoring businesses, partially offset by lower revenues in our asphalt business.

•Revenues from Engineered Structures increased primarily due to higher revenues in our utility structures business, partially offset by lower revenues in our wind towers businesses.

Operating Costs

Three Months Ended March 31,

2026

2025

Percent Change

(in millions)

Construction Products

$

261.4 

$

244.5 

6.9 

%

Engineered Structures

245.6 

246.0 

(0.2)

Segment Totals before Corporate Expenses

507.0 

490.5 

3.4 

Corporate

17.6 

16.1 

9.3 

Consolidated Total

$

524.6 

$

506.6 

3.6 

Depreciation, depletion, and amortization(1)

$

53.5 

$

51.7 

3.5 

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

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

•Operating costs increased by 3.6%.

•Operating costs for Construction Products increased primarily due to higher aggregates and trench shoring volumes and lower cost absorption in specialty materials.

•Operating costs for Engineered Structures were substantially unchanged as increased costs from higher volumes in utility structures were offset by decreased costs from lower wind towers volumes.

•Depreciation, depletion, and amortization expense increased primarily due to capital investments during the prior year.

•Corporate costs increased by 9.3% primarily due to higher acquisition and divestiture-related expenses and compensation-related costs. As a percentage of revenues, corporate costs were 3.1% for the three months ended March 31, 2026, compared to 2.9% for the same period in 2025.

24

Table of Contents

Operating Profit (Loss)

Three Months Ended March 31,

2026

2025

Percent Change

(in millions)

Construction Products

$

14.9 

$

18.3 

(18.6)

%

Engineered Structures

49.8 

38.8 

28.4 

Segment Totals before Corporate Expenses

64.7 

57.1 

13.3 

Corporate

(17.6)

(16.1)

9.3 

Consolidated Total

$

47.1 

$

41.0 

14.9 

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

•Operating profit increased 14.9%.

•Operating profit in Construction Products decreased primarily due to lower volumes and reduced cost absorption in specialty materials and asphalt, partially offset by improved profitability in aggregates and trench shoring.

•Operating profit in Engineered Structures increased primarily due to higher volumes and improved profitability in utility structures, partially offset by the expected decline in wind tower volumes.

•Operating profit decreased due to higher corporate costs driven by increased acquisition and divestiture-related expenses and compensation-related costs.

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

Income Taxes

The provision for income taxes results in effective tax rates that differ from the statutory rates. The Company's effective tax rate for continuing operations for the three months ended March 31, 2026 was 5.3% compared to 19.4% for the same period in 2025. The change in the tax rate for the three months ended March 31, 2026 was primarily due to a one-time state tax benefit and a higher compensation-related benefit in the current period due to a change in timing of restricted stock vestings.

Our effective tax rate differs from the federal tax rate of 21.0% due to the timing of compensation-related items, Advanced Manufacturing Production ("AMP") tax credits, state income taxes, statutory depletion deductions and other foreign adjustments. See Note 9. "Income Taxes" to the Consolidated Financial Statements for further discussion of income taxes.

25

Table of Contents

Segment Discussion

Construction Products

Three Months Ended March 31,

2026

2025

Percent

($ in millions)

Change

Revenues:

Aggregates

$

174.5 

$

165.3 

5.6 

%

Specialty material

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization.
Confidence: high

Item 7. 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

•Contractual Obligations and Commercial Commitments

•Critical Accounting Policies and Estimates

•Recent Accounting Pronouncements

•Forward-Looking Statements

Our MD&A should be read in conjunction with our Consolidated Financial Statements in Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

Company Overview

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

Market Outlook

•Within our Construction Products segment, market demand remains healthy overall when seasonal weather conditions have been normal, supported by increased infrastructure spending and private non-residential activity. The outlook for single-family residential housing continues to be impacted by higher interest rates and home affordability, which has negatively impacted volumes. We have been successful in managing inflationary cost pressures through proactive price increases.

•Within our Engineered Structures segment, our backlog for utility and related structures as of December 31, 2025 was $434.9 million, up 5% from the prior year, and provides strong production visibility for 2026. In utility structures, order and inquiry activity continues to be healthy, as customers remain focused on grid hardening and reliability initiatives, along with increasing demand for electricity stemming from AI-driven projects. Due to increased demand, we are currently in the process of converting an idled wind tower facility to utility structures, which is expected to be operational in the second-half of 2026. We are evaluating our Engineered Structures footprint for additional opportunities to increase capacity to meet elevated demand.

•The Inflation Reduction Act ("IRA,") enacted in August 2022, was a significant catalyst for order activity for our wind towers business, also within the Engineered Structures segment. The IRA included a long-term extension of the Production Tax Credit ("PTC") for new wind farm projects and introduced new Advanced Manufacturing Production ("AMP") tax credits for companies that domestically manufacture and sell clean energy equipment in the U.S. Shortly following the passage of the IRA, we received new wind tower orders of $1.1 billion for delivery in 2023 through 2028, and we opened a new plant in New Mexico that started delivering towers in the second quarter of 2024. As of December 31, 2025, we have delivered roughly half of the orders we received in the wake of the IRA. Uncertainty around potential changes in renewable energy policy under the current U.S. presidential administration tempered additional order activity. The One Big Beautiful Bill Act (“OBBBA”), which was enacted on July 4, 2025, includes several provisions that roll-back, phase out, repeal, and/or add stricter eligibility requirements for, several tax incentives applicable to wind and solar projects. The OBBBA terminates the IRA's AMP tax credits for wind towers sold after 2027. Also, under the OBBBA, wind farm projects that begin construction after July 4, 2026, and are not placed in service before the end of 2027, will not be eligible for the PTC. Notwithstanding these developments, we remain confident that further investment in wind energy is needed to meet the load growth demands in the U.S., and the pending expiration of these incentives may pull demand forward. During the second half of 2025, we received orders of $247 million and shifted some deliveries scheduled for 2028 into 2026, which provide backlog visibility for all three of our active wind tower plants in 2026

41

Table of Contents

and 2027. As of December 31, 2025, our backlog for wind towers was $627.8 million, down 19% from the prior year, and we expect to recognize 42% during 2026 and 53% during 2027.

•Within our Transportation Products segment, our backlog for inland barges as of December 31, 2025 was $296.9 million, up 6% from the prior year, and provides visibility for both hopper and tank barges well into the second half of 2026. During the fourth quarter, we received orders of $81 million for both hopper and tank barges. Both fleets continue to age as new builds are relatively low, which indicates future pent up replacement demand.

Executive Overview

Recent Developments

On February 24, 2026, the Company entered into a Stock Purchase Agreement to sell its barge business to an affiliate of Wynnchurch Capital, L.P., for a cash purchase price of approximately $450 million, subject to customary purchase price adjustments. The divestiture is expected to close in the second quarter of 2026 and is subject to regulatory approval and other customary closing conditions. Reported within the Transportation Products segment, revenues and operating profit of the barge business were $383.3 million and $60.8 million, respectively, during the year ended December 31, 2025, and $329.8 million and $49.7 million, respectively, during the year ended December 31, 2024. The Company intends to use the after-tax proceeds to further invest in the expansion of its core growth platforms and reduce outstanding debt.

In October 2024, the Company completed the acquisition of the construction materials business of Stavola Holding Corporation and its affiliated entities (“Stavola”) for $1.2 billion in cash. Stavola, which is reported within the Construction Products segment, serves the New York-New Jersey MSA through its network of five hard rock natural aggregates quarries, twelve asphalt plants, and three recycled aggregates sites.

In August 2024, the Company completed the sale of its steel components business. Previously reported in the Transportation Products segment, the steel components business was a leading supplier of railcar coupling devices, railcar axles, and circular forgings. Revenues and operating profit (loss) of the steel components business were $87.8 million and $(19.5) million, respectively, for the year ended December 31, 2024. For the year ended December 31, 2025, the Company recognized a loss of $14.7 million, primarily due to a change in the estimated fair value of the earnout and certain long-term liabilities. As the steel components business was not core to Arcosa's long-term strategy, its divestiture was not considered a strategic shift that would have a major effect on the Company's operations or financial results either from a quantitative or qualitative perspective. As such, it is not reported as a discontinued operation.

In April 2024, the Company completed the acquisition of Ameron Pole Products, LLC ("Ameron"), a leading manufacturer of highly engineered, premium concrete, and steel poles for a broad range of infrastructure applications, including lighting, traffic, electric distribution, and small-cell telecom, for $180.0 million in cash. With operations in Alabama, California, and Oklahoma, Ameron is included in our Engineered Structures segment.

Financial Operations and Highlights

•Revenues for the year ended December 31, 2025 increased by 12.2% to $2.9 billion compared to the year ended December 31, 2024, due to higher revenues in Construction Products and Engineered Structures, partially offset by lower revenues in Transportation Products resulting from the divestiture of the steel components business.

•Operating profit for the year ended December 31, 2025 totaled $341.9 million an increase of $144.3 million, with all segments contributing to the increase.

•Selling, general, and administrative expenses decreased 4.0% as higher costs from the acquired Ameron and Stavola businesses were more than offset by lower costs from steel components and a decline in acquisition and divestiture-related expenses. As a percentage of revenues, selling, general, and administrative expenses were 10.7% for the year ended December 31, 2025, compared to 12.5% in the prior year.

•Interest expense for the year ended December 31, 2025 totaled $108.8 million, an increase of $37.9 million, driven by the additional debt incurred to finance the Stavola acquisition.

•The effective tax rate for the year ended December 31, 2025 was 13.6% compared to 27.9% for the year ended December 31, 2024. See Note 9. "Income Taxes" to the Consolidated Financial Statements.

•Net income for the year ended December 31, 2025 was $208.4 million compared with $93.7 million for the year ended December 31, 2024.

Our Engineered Structures and Transportation Products segments operate in cyclical industries. Additionally, results in our Construction Products segment are affected by weather and seasonal fluctuations with the second and third quarters historically being the quarters with the highest revenues.

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Unsatisfied Performance Obligations (Backlog)

As of December 31, 2025 and 2024 our backlog of firm orders was as follows:

December 31, 2025

December 31, 2024

(in millions)

Engineered Structures:

Utility and related structures

$

434.9 

$

414.0 

Wind towers

$

627.8 

$

776.8 

Transportation Products:

Inland barges

$

296.9 

$

280.1 

In our Engineered Structures segment, 95% of the unsatisfied performance obligations for our utility and related structures are expected to be recognized during 2026, and all of the remaining performance obligations are expected to be recognized during 2027. For our wind towers business, 42% of the unsatisfied performance obligations are expected to be recognized during 2026, 53% are expected to be recognized during 2027, and the remainder are expected to be recognized during 2028.

For inland barges in our Transportation Products segment, all of the unsatisfied performance obligations are expected to be recognized during 2026.

Results of Operations

The following discussion of Arcosa’s results of operations should be read in connection with “Forward-Looking Statements” and Item 1A, “Risk Factors.” These items provide additional relevant information regarding the business of Arcosa, its strategy and various industry conditions which have a direct and significant impact on Arcosa’s results of operations, as well as the risks associated with Arcosa’s business.

Overall Summary

Revenues

Year Ended December 31,

 Percent Change

2025

2024

2023

2025 versus 2024

2024 versus 2023

($ in millions)

Construction Products

$

1,310.2 

$

1,105.1 

$

1,001.3 

18.6 

%

10.4 

%

Engineered Structures

1,189.9 

1,047.3 

873.5 

13.6 

19.9 

Transportation Products

383.3 

417.6 

433.5 

(8.2)

(3.7)

Segment Totals before Eliminations

2,883.4 

2,570.0 

2,308.3 

12.2 

11.3 

Eliminations

— 

(0.1)

(0.4)

Consolidated Total

$

2,883.4 

$

2,569.9 

$

2,307.9 

12.2 

11.4 

2025 versus 2024

•Revenues increased by 12.2%.

•Revenues from Construction Products increased primarily due to the contribution from the acquired Stavola business, which closed in October 2024.

•Revenues from Engineered Structures increased primarily due to higher volumes in our utility structures and wind towers businesses, partially offset by lower steel pass-through costs. Revenues also increased due to the contribution from the acquired Ameron business, which closed in April 2024.

•Revenues from Transportation Products were impacted by the divestiture of the steel components business, which closed in August 2024. Inland barge revenues increased 16.2% for the year ended December 31, 2025, primarily due to higher tank barge deliveries.

2024 versus 2023

•Revenues increased by 11.4%.

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•Revenues from Construction Products increased primarily due to the contribution from recent acquisitions.

•Revenues from Engineered Structures increased primarily due to higher volumes in our wind towers and utility structures businesses and the contribution from the acquired Ameron business.

•Revenues from Transportation Products decreased due to the sale of the steel components business, which closed in August 2024, partially offset by higher volumes in our barge business.

Operating Costs

Operating costs are comprised of cost of revenues; selling, general, and administrative expenses; impairment charges; and gains or losses on disposition of assets and sale of businesses.

Year Ended December 31,

 Percent Change

2025

2024

2023

2025 versus 2024

2024 versus 2023

(in millions)

Construction Products

$

1,120.5 

$

971.2 

$

862.7 

15.4 

%

12.6 

%

Engineered Structures

1,019.7 

920.9 

777.8 

10.7 

18.4 

Transportation Products

337.2 

387.4 

387.7 

(13.0)

(0.1)

Segment Totals before Eliminations and Corporate Expenses

2,477.4 

2,279.5 

2,028.2 

8.7 

12.4 

Corporate

64.1 

92.9 

62.8 

(31.0)

47.9 

Eliminations

— 

(0.1)

(0.4)

Consolidated Total

$

2,541.5 

$

2,372.3 

$

2,090.6 

7.1 

13.5 

Depreciation, depletion, and amortization(1)

$

223.0 

$

195.0 

$

159.5 

14.4 

22.3 

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

2025 versus 2024

•Operating costs increased 7.1%.

•Operating costs for Construction Products increased primarily due to additional costs from the acquired Stavola business.

•Operating costs for Engineered Structures increased primarily due to higher volumes in utility structures and wind towers and additional costs from the acquired Ameron business, partially offset by lower steel input costs for utility structures.

•Operating costs for Transportation Products decreased primarily due to the divestiture of the steel components business, partially offset by higher tank barge volumes.

•Depreciation, depletion, and amortization increased primarily due to the acquisition of Stavola.

•Corporate costs decreased 31.0% primarily due to lower acquisition and divestiture-related expenses, partially offset by higher compensation-related expenses.

2024 versus 2023

•Operating costs increased 13.5%.

•Operating costs for Construction Products increased primarily due to additional costs from recently acquired businesses, including the fair value markup of acquired inventory and long-lived assets, and a $21.8 million gain recognized on the sale of depleted land that was netted against operating costs in 2023.

•Operating costs for Engineered Structures increased primarily due to higher volumes in our wind towers and utility structures businesses and increased costs from the acquired Ameron business.

•Operating costs for Transportation Products were substantially unchanged as higher barge volumes and the $21.6 million loss recognized on the sale of steel components were mostly offset by lower steel components volumes.

•Depreciation, depletion, and amortization increased due to recent acquisitions and organic growth investments.

•Corporate costs increased 47.9% primarily due to higher acquisition and divestiture-related transaction expenses.

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Operating Profit (Loss)

Year Ended December 31,

 Percent Change

2025

2024

2023

2025 versus 2024

2024 versus 2023

(in millions)

Construction Products

$

189.7 

$

133.9 

$

138.6 

41.7 

%

(3.4)

%

Engineered Structures

170.2 

126.4 

95.7 

34.7 

32.1 

Transportation Products

46.1 

30.2 

45.8 

52.6 

(34.1)

Segment Totals before Eliminations and Corporate Expenses

406.0 

290.5 

280.1 

39.8 

3.7 

Corporate

(64.1)

(92.9)

(62.8)

(31.0)

47.9 

Consolidated Total

$

341.9 

$

197.6 

$

217.3 

73.0 

(9.1)

2025 versus 2024

•Operating profit increased 73.0%. Excluding the impact of the divested steel components business, operating profit increased 64.3% for the year ended December 31, 2025.

•Operating profit in Construction Products increased primarily due to the impact of the acquired Stavola business.

•Operating profit in Engineered Structures increased due to higher utility structures and wind tower volumes as well as operating improvements in our utility structures business.

•Operating profit in Transportation Products increased due to higher tank barge volumes, partially offset by the impact of the steel components divestiture.

•Operating profit also increased due to lower acquisition and divestiture-related expenses which decreased by $44.4 million for the year ended December 31, 2025.

2024 versus 2023

•Operating profit decreased 9.1%.

•Excluding the $21.8 million gain recognized on the sale of depleted land in 2023, operating profit in Construction Products increased 14.6% primarily due to the accretive impact of recently acquired businesses and operating improvements in our specialty materials and trench shoring businesses.

•Operating profit in Engineered Structures increased by 32.1% primarily due to higher wind towers and utility structures volumes and the accretive impact of the acquired Ameron business.

•Excluding the $21.6 million loss on the sale of the steel components business, operating profit in Transportation Products increased 13.0% primarily due to higher volumes and improved margins in barge, partially offset by lower steel components volumes.

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

Income Taxes

The provision for income taxes for the years ended December 31, 2025, 2024, and 2023 was $32.9 million, $36.3 million, and $36.7 million, respectively. The effective tax rate for the years ended December 31, 2025, 2024, and 2023 was 13.6%, 27.9%, and 18.7%, respectively. The change in the effective tax rate for the year ended December 31, 2025 is primarily due to lower state income taxes, higher AMP tax credits, and lower foreign taxes.

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. For a reconciliation of the federal tax rate to our effective tax rate, see Note 9. "Income Taxes" to the Consolidated Financial Statements.

See Note 9. "Income Taxes" to the Consolidated Financial Statements for a further discussion of income taxes.

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Segment Discussion

Construction Products

Year Ended December 31,

Percent Change

2025

2024

2023

2025 versus 2024

2024 versus 2023

($ in millions)

Revenues:

Aggregates

$

761.5 

$

678.6 

$

619.7 

12.2 

%

9.5 

%

Specialty materials and asphalt

463.6 

308.3 

273.7 

50.4 

12.6 

Aggregates intrasegment sales

(45.3)

(9.0)

(13.5)

403.3 

(33.3)

Total Construction Materials

1,179.8 

977.9 

879.9 

20.6 

11.1 

Construction site support

130.4 

127.2 

121.4 

2.5 

4.8 

Total revenues

1,310.2 

1,105.1 

1,001.3 

18.6 

10.4 

Cost of revenues

1,005.7 

864.0 

783.9 

16.4 

10.2 

Gross profit

304.5 

241.1 

217.4 

26.3 

10.9 

Selling, general, and administrative expenses

130.0 

116.2 

107.0 

11.9 

8.6 

Other operating income

(15.2)

(9.0)

(28.2)

Operating profit

$

189.7 

$

133.9 

$

138.6 

41.7 

(3.4)

Depreciation, depletion, and amortization(1)

$

164.7 

$

134.7 

$

111.7 

22.3 

20.6 

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

2025 versus 2024

•Revenues increased 18.6% primarily due to the acquisition of Stavola which contributed $219.3 million of inorganic revenues during the first nine months of 2025. Organic revenues in our construction materials businesses declined slightly primarily due to a reduction in revenue from operations divested in the prior year. Higher pricing was mostly offset by lower volumes and a decrease in freight revenue in our legacy construction materials businesses. Revenues in our trench shoring business increased primarily due to higher volumes partially offset by lower steel prices.

•Cost of revenues increased 16.4% primarily due to increased costs from the Stavola acquisition, including higher depreciation, depletion, and amortization expense. Cost of revenues in our legacy businesses decreased slightly primarily due to lower volumes. As a percentage of revenues, cost of revenues decreased to 76.8% in the current period, compared to 78.2% in the prior period.

•Selling, general, and administrative expenses increased 11.9% primarily due to additional costs from Stavola. As a percentage of revenues, selling, general, and administrative costs decreased to 9.9% compared to 10.5% in the previous year.

•Other operating income increased primarily due to lower impairment charges compared to the prior year.

•Operating profit increased 41.7% primarily due to the impact of the Stavola acquisition, which contributed $44.2 million of inorganic operating profit in the first nine months of 2025. On an organic basis, operating profit increased 9% primarily due to higher gross profit and the decrease in impairment charges.

•Depreciation, depletion, and amortization expense increased 22.3% primarily due to the acquisition of Stavola, including the impact of the increase in fair value of long-lived assets acquired.

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2024 versus 2023

•Revenues increased 10.4% primarily due to recent acquisitions. Revenue from Stavola since it was acquired on October 1, 2024 was $78.2 million, representing approximately 75% of the increase. Organic revenues in our aggregates and specialty materials businesses were down slightly as higher pricing was offset by lower volumes, a decrease in freight revenues, and a reduction in revenues from recently divested operations. Revenues from our trench shoring business increased due to higher organic volumes and the acquisition completed in the first quarter of 2023.

•Cost of revenues increased 10.2%, primarily due to increased costs from recently acquired businesses, including higher depreciation, depletion, and amortization expense and $12.2 million for the cost impact of the fair value markup of acquired inventory. Cost of revenues also increased $5.0 million due to a benefit recognized in 2023 related to the reduction in a holdback obligation owed on a previous acquisition. These costs were partially offset by lower costs from recently divested operations. As a percent of revenues, cost of revenues decreased to 78.2% in 2024, compared to 78.3% in 2023.

•Selling, general, and administrative expenses increased 8.6%, due to additional costs from recently acquired businesses and higher compensation-related costs. As a percentage of revenues, selling, general, and administrative costs decreased to 10.5% compared to 10.7% in the previous year.

•Other operating income decreased primarily due to lower asset sale gains compared to 2023.

•Operating profit decreased 3.4%. Excluding the $21.8 million gain recognized on the sale of depleted land in 2023, operating profit increased 14.6%, driven by the accretive impact of recent acquisitions, the recent divestiture of underperforming operations, increased unit profitability in our aggregates business, and operating improvements in our specialty materials and trench shoring businesses. Operating profit for Stavola since it was acquired on October 1, 2024 was $4.5 million, representing approximately 26% of the increase, excluding the gain recognized on the sale of depleted land.

•Depreciation, depletion, and amortization expense increased primarily due to recent acquisitions, including the fair value markup of long-lived assets, and organic growth investments.

Engineered Structures

Year Ended December 31,

Percent Change

2025

2024

2023

2025 versus 2024

2024 versus 2023

($ in millions)

Revenues:

Utility and related structures

$

834.7 

$

768.1 

$

687.1 

8.7 

%

11.8 

%

Wind towers

355.2 

279.2 

186.4 

27.2 

49.8 

Total revenues

1,189.9 

1,047.3 

873.5 

13.6 

19.9 

Cost of revenues

925.3 

847.5 

718.3 

9.2 

18.0 

Gross profit

264.6 

199.8 

155.2 

32.4 

28.7 

Selling, general, and administrative expenses

95.7 

88.4 

65.9 

8.3 

34.1 

Other operating income

(1.3)

(15.0)

(6.4)

Operating profit

$

170.2 

$

126.4 

$

95.7 

34.7 

32.1 

Depreciation and amortization(1)

$

49.1 

$

45.4 

$

26.6 

8.1 

70.7 

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

2025 versus 2024

•Revenues increased 13.6% primarily due to higher volumes from our new wind tower facility in New Mexico. Revenue for our utility and related structures businesses increased due to higher utility structures volumes and the contribution from Ameron, which was acquired in April 2024, partially offset by lower steel prices.

•Cost of revenues increased 9.2% primarily due to higher wind tower volumes. Costs of revenues for utility structures increased due to higher volumes, partially offset by lower steel costs. As a percentage of revenues,

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cost of revenues decreased to 77.8% in the current period, compared to 80.9% in the prior period. This decrease is partially attributed to startup costs incurred in the prior period for the new wind tower facility.

•Selling, general, and administrative expenses increased 8.3% primarily due to additional costs from the acquired Ameron business. Selling, general, and administrative expenses as a percentage of revenues were 8.0% in the current period, compared to 8.4% in the prior period.

•Other operating income decreased primarily due to additional gains recognized in 2024 related to the divestiture of the storage tanks business, which closed in October 2022, including a gain on the settlement of certain contingencies from the sale and a gain on the sale of a non-operating facility that previously supported the divested business.

•Operating profit increased 34.7% primarily due to higher utility structures and wind towers volumes as well as increased efficiencies in our utility and related structures businesses, partially offset by the asset sale gains recognized in the prior period from the divested business.

2024 versus 2023

•Revenues increased 19.9% primarily due to higher volumes in our wind towers and utility structures businesses and the contribution from the acquired Ameron business, partially offset by lower utility structures pricing due to product mix.

•Cost of revenues increased 18.0% primarily due to higher wind tower and utility structures volumes and additional expenses incurred related to the startup of two new facilities during the year, including a concrete utility structures plant and a wind tower plant. Cost of revenues also increased due to higher costs from the acquired Ameron business, including higher depreciation and amortization expense and $1.6 million for the cost impact of the fair value of markup of acquired inventory.

•Selling, general, and administrative expenses increased 34.1% primarily due to additional costs from the acquired Ameron business and higher compensation-related expenses in our utility structure and wind tower businesses.

•Other operating income includes additional gains recognized in 2024 and 2023 on the sale of the storage tanks business related to the settlement of certain contingencies and a gain on the sale of a non-operating facility that previously supported the divested business.

•Operating profit increased 32.1%, primarily due to the gain recognized during 2024, higher utility structures and wind tower volumes, and the impact of the acquired Ameron business, partially offset by lower margins in our utility structures business driven by product mix.

•Depreciation and amortization expense increased primarily due to the acquired Ameron business and organic growth investments.

Unsatisfied Performance Obligations (Backlog)

As of December 31, 2025, the backlog for utility and related structures was $434.9 million compared to $414.0 million as of December 31, 2024. We expect to recognize 95% of the unsatisfied performance obligations for utility and related structures during 2026, and all of the remaining performance obligations are expected to be recognized during 2027.

The backlog for wind towers as of December 31, 2025 was $627.8 million compared to $776.8 million as of December 31, 2024. We expect to recognize 42% of the unsatisfied performance obligations for wind towers during 2026, 53% are expected to be recognized during 2027, and the remainder are expected to be recognized during 2028.

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Transportation Products

Year Ended December 31,

Percent Change

2025

2024

2023

2025 versus 2024

2024 versus 2023

($ in millions)

Revenues:

Inland barges

$

383.3 

$

329.8 

$

280.2 

16.2 

%

17.7 

%

Steel components

— 

87.8 

153.3 

(100.0)

(42.7)

Total revenues

383.3 

417.6 

433.5 

(8.2)

(3.7)

Cost of revenues

305.2 

343.3 

362.3 

(11.1)

(5.2)

Gross profit

78.1 

74.3 

71.2 

5.1 

4.4 

Selling, general, and administrative expenses

17.3 

22.5 

25.4 

(23.1)

(11.4)

Other operating expense

14.7 

21.6 

— 

Operating profit

$

46.1 

$

30.2 

$

45.8 

52.6 

(34.1)

Depreciation and amortization(1)

$

7.5 

$

12.6 

$

16.0 

(40.5)

(21.3)

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

2025 versus 2024

•Revenues decreased 8.2% resulting from the sale of the steel components business in the prior period. Revenues for inland barges increased 16.2%, driven by higher tank barge deliveries, partially offset by lower hopper barge deliveries.

•Cost of revenues decreased by 11.1% driven by the steel components divestiture, partially offset by higher cost of revenues for the barge business due to increased volumes. As a percent of revenues, cost of revenues decreased to 79.6% in the current year, compared to 82.2% in the prior year.

•Selling, general, and administrative expenses decreased 23.1% driven by the steel components divestiture. For inland barges, selling, general, and administrative expenses increased primarily due to higher compensation-related expenses, but decreased as a percent of revenues.

•Other operating expense reflects the loss recognized on the sale of the steel components business. For the current year, the additional loss is primarily due to a change in the estimated fair value of the earnout and certain long-term liabilities.

•Operating profit increased 22.3%, excluding the impact of the steel components divestiture, driven by increased operating profit for the barge business primarily due to increased tank barge volumes.

2024 versus 2023

•Revenues decreased 3.7% resulting from the sale of the steel components business which was completed in August 2024. Barge revenue increased 17.7%, driven by higher deliveries.

•Cost of revenues decreased by 5.2%, driven by lower steel components volumes due to the divestiture, partially offset by higher cost of revenues for the barge business due to higher volumes. As a percent of revenues, cost of revenues decreased to 82.2% in 2024, compared to 83.6% in 2023.

•Selling, general, and administrative expenses decreased 11.4%, primarily due to the divestiture of the steel components business, partially offset by higher compensation-related expenses for the barge business.

•The increase in other operating expense is due to the loss recognized on the sale of the steel components business in 2024.

•Operating profit decreased 34.1%, driven by the $21.6 million loss recognized on the sale of the steel components business during 2024. Excluding the loss, operating profit increased $6.0 million, of 13.1%, driven by increased volume and improved margin in our barge business.

•Depreciation and amortization decreased primarily due to the divestiture of the steel components business.

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Unsatisfied Performance Obligations (Backlog)

As of December 31, 2025, the backlog for inland barges was $296.9 million compared to $280.1 million as of December 31, 2024. We expect to recognize all of the unsatisfied performance obligations for inland barges during 2026.

Corporate

Year Ended December 31,

Percent Change

2025

2024

2023

2025 versus 2024

2024 versus 2023

($ in millions)

Corporate overhead costs

$

64.1 

$

92.9 

$

62.8 

(31.0)

%

47.9 

%

2025 versus 2024

•Corporate overhead costs decreased 31.0% primarily due to a $30.6 million decrease in acquisition and divestiture-related expenses, partially offset by higher compensation-related expenses.

2024 versus 2023

•Corporate overhead costs increased 47.9% primarily due to a $30.5 million increase in acquisition and divestiture-related transaction expenses. Excluding these expenses, corporate overhead costs were roughly flat.

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 operating, investing, and financing activities for each of the last three years:

Year Ended December 31,

2025

2024

2023

(in millions)

Total cash provided by (required by):

Operating activities

$

341.1 

$

502.0 

$

261.0 

Investing activities

(121.4)

(1,508.9)

(285.8)

Financing activities

(192.4)

1,089.4 

(30.8)

Net increase (decrease) in cash and cash equivalents

$

27.3 

$

82.5 

$

(55.6)

2025 versus 2024

Operating Activities. Net cash provided by operating activities for the year ended December 31, 2025 was $341.1 million, compared to $502.0 million for the year ended December 31, 2024.

•The changes in current assets and liabilities resulted in a net use of cash of $154.5 million for the year ended December 31, 2025, compared to a net source of cash of $185.0 million for the year ended December 31, 2024. The current year activity was primarily driven by increases in receivables and inventory and a decrease in advanced billings, partially offset by higher accounts payable.

Investing Activities. Net cash required by investing activities for the year ended December 31, 2025 was $121.4 million, compared to $1,508.9 million for the year ended December 31, 2024.

•Capital expenditures for the year ended December 31, 2025 decreased to $165.6 million, compared to $189.7 million for the year ended December 31, 2024.

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•Proceeds from the sale of property, plant, and equipment totaled $26.6 million for the year ended December 31, 2025, compared to $18.3 million for the year ended December 31, 2024.

•For the year ended December 31, 2025, cash received from acquisitions was $17.6 million due to escrow funds that were returned to the Company related to contractual purchase price adjustments in connection with the Stavola acquisition. Cash paid for acquisitions, net of cash acquired, was $1,424.1 million for the year ended December 31, 2024, primarily related to the Stavola acquisition.

•There were no proceeds from the sale of businesses during the year ended December 31, 2025, compared to $86.6 million for the same period in 2024.

Financing Activities. Net cash required by financing activities for the year ended December 31, 2025 was $192.4 million, compared to net cash provided by financing activities of $1,089.4 million for the year ended December 31, 2024

•During the year ended December 31, 2025, the Company made scheduled quarterly principal payments and prepaid $156.5 million of the outstanding principal balance on the 2025 Refinancing Term Loan.

•Dividends paid during the year ended December 31, 2025 were $10.0 million, compared to $9.7 million for the year ended December 31, 2024.

•During the year ended December 31, 2025, the Company did not repurchase any shares of common stock under its share repurchase program, unchanged from the prior year.

2024 versus 2023

Operating Activities. Net cash provided by operating activities for the year ended December 31, 2024 was $502.0 million, compared to $261.0 million for the year ended December 31, 2023.

•The changes in current assets and liabilities resulted in a net source of cash of $185.0 million for the year ended December 31, 2024, compared to a net use of cash of $71.8 million for the year ended December 31, 2023. The 2024 activity was primarily driven by an increase in advance billings and decreases in receivables and inventories.

Investing Activities. Net cash required by investing activities for the year ended December 31, 2024 was $1,508.9 million, compared to $285.8 million for the year ended December 31, 2023.

•Capital expenditures for the year ended December 31, 2024 decreased to $189.7 million, compared to $203.5 million for the year ended December 31, 2023.

•Proceeds from the sale of property, plant, and equipment and other assets totaled $18.3 million for the year ended December 31, 2024, compared to $36.6 million for the year ended December 31, 2023.

•Cash paid for acquisitions, net of cash acquired, was $1,424.1 million for the year ended December 31, 2024, compared to $120.9 million for the year ended December 31, 2023.

•Proceeds from the sale of businesses was $86.6 million during the year ended December 31, 2024, primarily driven by the sale of the steel components business, compared to $2.0 million during the year ended December 31, 2023.

Financing Activities. Net cash provided by financing activities for the year ended December 31, 2024 was $1,089.4 million, compared to $30.8 million of net cash required by financing activities for the year ended December 31, 2023.

•During the year ended December 31, 2024, the Company received proceeds of $600.0 million from the issuance of the 2024 Notes and $700.0 million from the Term Loan, which were primarily used to fund the Stavola acquisition. Net repayments from borrowings under the revolving credit facility for the year ended December 31, 2024 totaled $160.0 million. The Company borrowed $335.0 million under the revolving credit facility during the year, including $160.0 million in April 2024 to partially fund the Ameron acquisition. These borrowings were paid in full during 2024, resulting in no outstanding loans borrowed under the revolving credit facility as of December 31, 2024.

•Dividends paid during the year ended December 31, 2024 were $9.7 million, unchanged from the prior year.

•During the year ended December 31, 2024, the Company did not repurchase any common stock under its share repurchase program compared to $13.8 million paid during the year ended December 31, 2023.

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Other Investing and Financing Activities

Revolving Credit Facility, Term Loan, and Senior Notes

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

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

As of December 31, 2025, we had no outstanding loans borrowed under our revolving credit facility, which left $700.0 million available for borrowing.

The interest rates for revolving loans under the Credit Agreement are variable based on the daily simple or term SOFR, plus a 10-basis point credit spread adjustment, or an alternate base rate, in each case plus a margin for borrowing. A commitment fee accrues on the average daily unused portion of the revolving credit facility. The margin for revolving borrowings and commitment fee rate are determined based on the Company's consolidated total net leverage ratio (as measured by a consolidated funded indebtedness, less the aggregate amount of unrestricted cash up to a maximum amount not to exceed $150.0 million, to consolidated EBITDA ratio). As of December 31, 2025, 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 December 31, 2025, we were in compliance with all such financial covenants. Borrowings under the Credit Agreement are guaranteed by certain domestic subsidiaries of the Company. On October 1, 2024, we collateralized our obligations under the Credit Agreement with substantially all of our and our subsidiary guarantors' personal property (with certain exceptions).

On June 17, 2025, we entered into Amendment No. 2 to the Credit Agreement, which established 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. During the year ended December 31, 2025, without premium or penalty, the Company prepaid $156.5 million of the outstanding principal balance on the 2025 Refinancing Term Loan.

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

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

Repurchase Program

In December 2024, the Board authorized a $50.0 million share repurchase program effective January 1, 2025 through December 31, 2026 to replace an expiring program of the same amount. For the year ended December 31, 2025, the Company did not repurchase any shares, leaving the full amount of the $50.0 million authorization available as of December 31, 2025. Under the previous program, the Company did not repurchase any shares during the year ended December 31, 2024, and repurchased 200,000 shares at a cost of $13.8 million during the year ended December 31, 2023. See Note 1. "Overview and Summary of Significant Accounting Policies" to the Consolidated Financial Statements.

Derivative Instruments

In December 2018, the Company entered into a $100.0 million interest rate swap instrument, effective as of January 2, 2019, to reduce the effect of changes in the variable interest rates associated with the first $100.0 million of borrowings under the Company's committed credit facility. In conjunction with the replacement of LIBOR with SOFR as a benchmark for borrowings under our credit facility, on July 1, 2023 the swap instrument transitioned from LIBOR to SOFR. The instrument effectively fixed the SOFR component of borrowings under our credit facility at a monthly rate of 2.71% until such instrument's termination. The interest rate swap instrument expired in October 2023 and no new interest rate swap instrument has been entered into in connection with the 2025 Refinancing Term Loan. See Note 7. "Debt" to the Consolidated Financial Statements.

Stock-Based Compensation

We have a stock-based compensation plan for our directors, officers, and employees. See Note 12. "Stock Based Compensation" to the Consolidated Financial Statements.

Employee Retirement Plans

In 2025, we sponsored an employee savings plan under the 401(k) plan that covered substantially all employees and included a company matching contribution and an annual contribution for certain eligible employees, with the investment of the funds directed by the participants. The Company also contributed to various multiemployer defined benefit pension plans under the terms of collective-bargaining agreements that covered certain union-represented employees at five of our facilities. See Note 10. "Employee Retirement Plans" to the Consolidated Financial Statements.

Contractual Obligations and Commercial Commitments

As of December 31, 2025, we had the following contractual obligations and commercial commitments:

Contractual Obligations and Commercial Commitments

Total

Next 12 Months

Beyond 12 Months

(in millions)

Debt

$

1,536.5 

$

7.0 

$

1,529.5 

Operating leases

93.4 

12.2 

81.2 

Finance leases

2.0 

1.5 

0.5 

Obligations for purchase of goods and services

222.1 

194.5 

27.6 

Total

$

1,854.0 

$

215.2 

$

1,638.8 

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In the normal course of business, at December 31, 2025, the Company was contingently liable for $198.0 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. See Note 14. "Commitments and Contingencies" to the Consolidated Financial Statements.

Critical Accounting Policies and Estimates

MD&A discusses our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of these financial statements requires management to make estimates and assumptions 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.

On an on-going basis, management evaluates its estimates and judgments based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Our accounting policies are more fully described in Note 1 to the Consolidated Financial Statements. We believe the following critical accounting policies include our more significant judgments and estimates used in the preparation of our Consolidated Financial Statements.

Business Combinations

We account for business combinations under the acquisition method of accounting. As of the date that control in the entity is obtained, the purchase price of the transaction is allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values. The purchase price is determined based on the fair value of consideration transferred to and liabilities assumed from the seller as of the date of acquisition. Goodwill is recorded for the excess of the purchase price over the net fair value of the identifiable assets acquired and liabilities assumed. The determination of the acquisition date fair value of the assets acquired and liabilities assumed requires management's judgment and involves the use of significant estimates and assumptions, especially with respect to future expected cash flows and discount rates.

We commonly use an excess earnings method to value acquired mineral reserves and separately identifiable intangible assets, which may include, but are not limited to, customer relationships, permits, and backlog. Significant assumptions used in the valuation of these types of assets may include projected revenues, production costs, capital requirements, customer attrition rates, and discount rates. Changes in the assumptions used could have a significant impact on the estimated acquisition date fair value of the related asset and any future depreciation, depletion, or amortization expense.

The estimated remaining useful lives of acquired tangible and definite-lived intangible assets are based on the length of time that the assets are expected to provide value to the Company and have a significant impact on current and future period earnings.

Management's estimates of fair value are based on assumptions believed to be reasonable, but which are inherently uncertain and, as a result, actual results may differ from estimates. We may adjust the amounts recognized in an acquisition during a measurement period after the acquisition date. Any such adjustments are the result of subsequently obtaining additional information that existed at the acquisition date regarding the assets acquired or the liabilities assumed. Measurement period adjustments are generally recorded as increases or decreases to goodwill, if any, recognized in the transaction. The cumulative impact of measurement period adjustments on depreciation, amortization, and other income statement items are recognized in the period the adjustment is determined.

Acquisition costs are expensed as incurred and are included in selling, general, and administrative expenses in the accompanying Consolidated Statements of Operations. We include results of operations from acquired businesses in our Consolidated Financial Statements from the effective date of the acquisition.

Long-lived Assets

As of December 31, 2025, property, plant, and equipment, net and intangible assets, net represent 42% and 6% of the Company's total assets, respectively. The methods for recognition of depreciation, depletion, and amortization are based on estimates regarding the expected future economic benefit to the Company.

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Property, plant, and equipment are stated at cost and depreciated or depleted over their estimated useful lives, primarily using the straight-line method. Depletion of mineral reserves is calculated based on estimated reserves using the units-of-production method on a quarry-by-quarry basis. See Note 1. "Overview and Summary of Significant Accounting Policies" to the Consolidated Financial Statements for additional information regarding the ranges of estimated useful lives by category of property, plant, and equipment and intangible assets.

We periodically evaluate the carrying value of long-lived assets for potential impairment whenever facts and circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. The carrying value of long-lived assets is considered impaired when the carrying value is not recoverable through undiscounted future cash flows and the fair value of the asset or asset group is less than their carrying value. Fair value is determined primarily using the estimated future cash flows discounted at a rate commensurate with the risks involved or market quotes as available. Significant estimates and judgments that most significantly impact the impairment analysis may include projected revenues, operating profit, and the remaining useful life over which the asset or asset group is expected to generate cash flows. Any potential impairment to the value of such assets could be significant.

Impairment losses on long-lived assets held for sale are determined in a similar manner, except that estimated fair values are reduced by the estimated cost to dispose of the assets.

The Company recorded impairments of $1.6 million and $5.8 million during the years ended December 31, 2025 and 2024, respectively, related to plant closures in our Construction Products segment. The Company had no impairment charges during the year ended December 31, 2023.

Goodwill

Goodwill is required to be tested for impairment annually or on an interim basis whenever events or circumstances change indicating that the carrying amount of the goodwill might be impaired. The quantitative goodwill impairment test is assessed at the “reporting unit” level by comparing the reporting unit's estimated fair value with the carrying amount of its net assets. If the carrying value of the reporting unit exceeds its fair value, an impairment loss is recognized. The goodwill impairment is measured as the excess of the reporting unit's carrying value over its fair value, not to exceed the amount of goodwill allocated to the reporting unit. The estimates and judgments that most significantly affect the fair value calculations consist of level three inputs related to revenue and operating profit growth and discount rates. The Company performs its annual goodwill impairment analysis as of October 1 of each year.

As of December 31, 2025, goodwill totaled $1,348.9 million. Based on the Company's annual goodwill impairment test, performed at the reporting unit level as of October 1, 2025, the Company concluded that no impairment charges were determined to be necessary and that none of the reporting units evaluated were at risk of failing the goodwill impairment test. A reporting unit is considered to be at risk if its estimated fair value does not exceed the carrying value of its net assets by 10% or more. See Note 1. "Overview of Summary of Significant Policies" and Note 6. "Goodwill and Other Intangible Assets" to the Consolidated Financial Statements.

We believe that the assumptions used in our impairment analysis are reasonable; however, given the uncertainties of the economy and its potential impact on our businesses, there can be no assurance that our estimates and assumptions regarding the fair value of our reporting units will prove to be accurate predictions of the future. Additionally, variations in any of these assumptions may result in different calculations in fair value that could result in an impairment charge.

A 100 basis point increase in the discount rate or reduction in the terminal growth rate would not have resulted in an impairment of goodwill for any of our reporting units as of October 1, 2025.

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Income Taxes

The liability method is used to account for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases and other tax attributes using currently enacted tax rates. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the provision for income taxes in the period that includes the enactment date. Management is required to estimate the timing of the recognition of deferred tax assets and liabilities, make assumptions about the future deductibility of deferred tax assets, and assess deferred tax liabilities based on enacted law and tax rates for the appropriate tax jurisdictions to determine the amount of such deferred tax assets and liabilities. Changes in the calculated deferred tax assets and liabilities may occur in certain circumstances including statutory income tax rate changes, statutory tax law changes, or changes in the structure or tax status of the Company. The Company assesses whether a valuation allowance should be established against its deferred tax assets based on consideration of all available evidence, both positive and negative, using a more likely than not standard. This assessment considers, among other matters, the nature, frequency, and severity of recent losses; a forecast of future profitability; the duration of statutory carryback and carryforward periods; the Company’s experience with tax attributes expiring unused; and tax planning alternatives.

As of December 31, 2025, the Company's adjusted net deferred tax liability was $223.6 million. At December 31, 2025, the Company had $10.3 million of federal consolidated net operating loss carryforwards, primarily from businesses acquired, and $5.0 million of tax-effected state loss carryforwards remaining. In addition, the Company had $10.5 million of tax-effected foreign net operating loss carryforwards that will begin to expire in the year 2026. We have established a valuation allowance for state and foreign tax operating losses and credits that we have estimated may not be realizable.

For additional information, see Note 9. "Income Taxes" 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.

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Forward-Looking Statements

This annual report on Form 10-K (or statements otherwise made by the Company or on the Company’s behalf from time to time in other reports, filings with the SEC, news releases, conferences, internet postings, or otherwise) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not historical facts are forward-looking statements and involve risks and uncertainties. These forward-looking statements include expectations, beliefs, plans, objectives, future financial performances, estimates, projections, goals, and forecasts. Arcosa uses the words “anticipates,” “assumes,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” “plans,” and similar expressions to identify these forward-looking statements. Potential factors, which could cause our actual results of operations to differ materially from those in the forward-looking statements include, among others:

•the impact of pandemics, epidemics, or other public health emergencies on our sales, operations, supply chain, employees, and financial condition;

•market conditions and customer demand for our business products and services;

•the cyclical and seasonal nature of the industries in which we compete;

•variations in weather in areas where our construction products are sold, used, or installed;

•naturally occurring events and other events and disasters causing disruption to our manufacturing, product deliveries, and production capacity, thereby giving rise to an increase in expenses, loss of revenue, and property losses;

•competition and other competitive factors;

•our ability to identify, consummate, or integrate acquisitions of new businesses or products, or divest any business;

•the timing of introduction of new products;

•the timing and delivery of customer orders or a breach of customer contracts;

•the credit worthiness of customers and their access to capital;

•product price changes;

•changes in mix of products sold;

•the costs incurred to align manufacturing capacity with demand and the extent of its utilization;

•the operating leverage and efficiencies that can be achieved by our manufacturing businesses;

•availability and costs of steel, component parts, supplies, and other raw materials;

•changing technologies;

•adoption and use of AI and machine learning technology;

•surcharges and other fees added to fixed pricing agreements for steel, component parts, supplies and other raw materials;

•increased costs due to inflation or tariffs;

•interest rates and capital costs;

•counter-party risks for financial instruments;

•our indebtedness or leverage levels;

•long-term funding of our operations;

•taxes;

•costs and availability of sufficient insurance coverage;

•material nonpayment or nonperformance by any of our key customers;

•the stability of the governments and political and business conditions in certain foreign countries, particularly Mexico;

•public infrastructure expenditures;

•changes in import and export quotas and regulations;

•business conditions in emerging economies;

•costs and results of litigation;

•changes in accounting standards or inaccurate estimates or assumptions in the application of accounting policies;

•legal, regulatory, and environmental issues, including compliance of our products with mandated specifications, standards, or testing criteria and obligations to remove and replace our products following installation or to recall our products and install different products manufactured by us or our competitors;

•actions by the executive and legislative branches of the U.S. government relative to federal government budgeting, taxation policies, government expenditures, U.S. borrowing/debt ceiling limits, and trade policies, including tariffs, and border closures;

•our ability to sufficiently protect our intellectual property rights;

•our ability to mitigate against cybersecurity incidents, including ransomware, malware, phishing emails, and other electronic security threats;

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•if the Company's sustainability efforts are not favorably received by stockholders;

•if the Company does not realize some or all of the benefits expected from certain provisions of the IRA, including due to the modification or termination of the AMP tax credits for wind towers and due to changes in demand for wind towers resulting from modifications in tax incentives;

•costs and challenges in expanding existing business and identifying new organic growth opportunities; and

•the delivery or satisfaction of any backlog or firm orders.

Any forward-looking statement speaks only as of the date on which such statement is made. Arcosa undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made. For a discussion of risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, see Item 1A. “Risk Factors” included elsewhere herein.

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