UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
| (Mark One) | |||||
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
FOR THE QUARTERLY PERIOD ENDED March 31, 2026
| OR | |||||
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _________ to _________ .
Commission File Number 1-38494
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(972 ) 942-6500
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock ($0.01 par value) | ACA | NYSE Texas, Inc. | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ
At April 15, 2026, the number of shares of common stock outstanding was 49,096,364 .
ARCOSA, INC.
FORM 10-Q
TABLE OF CONTENTS
| Caption | Page | ||||
2
PART I
Item 1. Financial Statements
Arcosa, Inc. and Subsidiaries
Consolidated Statements of Operations
(unaudited)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| (in millions) | |||||||||||
| Revenues | $ | $ | |||||||||
| Cost of revenues | |||||||||||
| Gross profit | |||||||||||
| Selling, general, and administrative expenses | |||||||||||
| Other operating income | ( | ( | |||||||||
| Operating profit | |||||||||||
| Interest expense | |||||||||||
| Interest income | ( | ( | |||||||||
| Other nonoperating expense | |||||||||||
| Income from continuing operations before income taxes | |||||||||||
| Provision for income taxes | |||||||||||
| Income from continuing operations | |||||||||||
| Income from discontinued operations, net of income taxes | |||||||||||
| Net income | $ | $ | |||||||||
| Net income per common share: | |||||||||||
| Basic from continuing operations | $ | $ | |||||||||
| Basic from discontinued operations | $ | $ | |||||||||
| Total basic | $ | $ | |||||||||
| Diluted from continuing operations | $ | $ | |||||||||
| Diluted from discontinued operations | $ | $ | |||||||||
| Total diluted | $ | $ | |||||||||
| Weighted average number of shares outstanding: | |||||||||||
| Basic | |||||||||||
| Diluted | |||||||||||
| Dividends declared per common share | $ | $ | |||||||||
See accompanying Notes to Consolidated Financial Statements.
3
Arcosa, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income
(unaudited)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| (in millions) | |||||||||||
| Net income | $ | $ | |||||||||
| Other comprehensive income (loss): | |||||||||||
| Currency translation adjustment: | |||||||||||
Unrealized gains (losses) arising during the period, net of tax expense (benefit) of $ | ( | ||||||||||
| ( | |||||||||||
| Comprehensive income | $ | $ | |||||||||
See accompanying Notes to Consolidated Financial Statements.
4
Arcosa, Inc. and Subsidiaries
Consolidated Balance Sheets
| March 31, 2026 | December 31, 2025 | ||||||||||
| (in millions) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Receivables, net of allowance | |||||||||||
| Inventories: | |||||||||||
| Raw materials and supplies | |||||||||||
| Work in process | |||||||||||
| Finished goods | |||||||||||
| Current assets held for sale | |||||||||||
| Other | |||||||||||
| Total current assets | |||||||||||
| Property, plant, and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Intangibles, net | |||||||||||
| Deferred income taxes | |||||||||||
| Non-current assets held for sale | |||||||||||
| Other assets | |||||||||||
| $ | $ | ||||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued liabilities | |||||||||||
| Advance billings | |||||||||||
| Current liabilities held for sale | |||||||||||
| Current portion of long-term debt | |||||||||||
| Total current liabilities | |||||||||||
| Debt | |||||||||||
| Deferred income taxes | |||||||||||
| Non-current liabilities held for sale | |||||||||||
| Other liabilities | |||||||||||
| Commitments and contingencies (Note 14) | |||||||||||
| Stockholders’ equity: | |||||||||||
Common stock – | |||||||||||
| Capital in excess of par value | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Treasury stock | ( | ||||||||||
| $ | $ | ||||||||||
5
Arcosa, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(unaudited)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| (in millions) | |||||||||||
| Operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Income from discontinued operations, net of income taxes | |||||||||||
| Income from continuing operations | |||||||||||
| Adjustments to reconcile net income to net cash provided (required) by operating activities: | |||||||||||
| Depreciation, depletion, and amortization | |||||||||||
| Stock-based compensation expense | |||||||||||
| Gain on disposition of assets and sale of businesses | ( | ( | |||||||||
| Provision for deferred income taxes | |||||||||||
| (Increase) decrease in other assets | |||||||||||
| Increase (decrease) in other liabilities | ( | ( | |||||||||
| Other | |||||||||||
| Changes in current assets and liabilities: | |||||||||||
| (Increase) decrease in receivables | ( | ||||||||||
| (Increase) decrease in inventories | ( | ( | |||||||||
| (Increase) decrease in other current assets | ( | ||||||||||
| Increase (decrease) in accounts payable | |||||||||||
| Increase (decrease) in advance billings | ( | ||||||||||
| Increase (decrease) in accrued liabilities | ( | ( | |||||||||
| Net cash provided (required) by operating activities - continuing operations | ( | ||||||||||
| Net cash provided by operating activities - discontinued operations | |||||||||||
| Net cash provided (required) by operating activities | ( | ||||||||||
| Investing activities: | |||||||||||
| Proceeds from disposition of assets | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Cash (paid) received for acquisitions | ( | ||||||||||
| Net cash required by investing activities - continuing operations | ( | ( | |||||||||
| Net cash required by investing activities - discontinued operations | ( | ( | |||||||||
| Net cash required by investing activities | ( | ( | |||||||||
| Financing activities: | |||||||||||
| Payments to retire debt | ( | ( | |||||||||
| Shares repurchased | ( | ||||||||||
| Dividends paid to common stockholders | ( | ( | |||||||||
| Purchase of shares to satisfy employee tax on vested stock | ( | ( | |||||||||
| Net cash required by financing activities - continuing operations | ( | ( | |||||||||
| Net decrease in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
See accompanying Notes to Consolidated Financial Statements.
6
Arcosa, Inc. and Subsidiaries
Consolidated Statements of Stockholders' Equity
(unaudited)
| Common Stock | Capital in Excess of Par Value | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||
| Shares | $ | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||
| (in millions, except par value) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2024 | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends on common stock | — | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Restricted shares, net | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2025 | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Cash dividends on common stock | — | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Restricted shares, net | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Shares repurchased | — | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2026 | $ | $ | $ | $ | ( | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||
See accompanying Notes to Consolidated Financial Statements.
7
Arcosa, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(unaudited)
Note 1. Overview and Summary of Significant Accounting Policies
Basis of Presentation
Arcosa, Inc. and its consolidated subsidiaries (“Arcosa,” the “Company,” “we,” or “our”), headquartered in Dallas, Texas, is a provider of infrastructure-related products and solutions with leading brands serving construction materials and engineered structures markets in North America. Arcosa is a Delaware corporation and was incorporated in 2018.
On April 1, 2026, the Company completed the previously announced sale of its barge business, which was the only business included in the Transportation Products segment. We have concluded that the sale represents a strategic shift that will have a major effect on the Company's operations and financial results. Accordingly, the assets and liabilities of the barge business were classified as held for sale as of March 31, 2026 and the results of operations and cash flows for the three months ended March 31, 2026 have been classified as discontinued operations. Results of prior periods have been recast to reflect these changes and present results on a comparable basis. Since there are no remaining operations, the Transportation Products segment is no longer presented as a reportable segment. Unless indicated otherwise, the information in the Notes to the Consolidated Financial Statements relates to the Company's continuing operations. See further discussion in Note 2. "Acquisitions and Divestitures."
The accompanying Consolidated Financial Statements are unaudited and have been prepared from the books and records of Arcosa, Inc. and its consolidated subsidiaries. All normal and recurring adjustments necessary for a fair presentation of the financial position of the Company and the results of operations, comprehensive income/loss, and cash flows have been made in conformity with accounting principles generally accepted in the U.S. (“GAAP”). All significant intercompany accounts and transactions have been eliminated. Because of seasonal and other factors, the financial condition and results of operations for the three months ended March 31, 2026 may not be indicative of Arcosa's expected business, financial condition, and results of operations for the year ending December 31, 2026.
These interim financial statements and notes are condensed as permitted by the instructions to Form 10-Q and should be read in conjunction with the audited Consolidated Financial Statements of the Company included in its Annual Report on Form 10-K for the year ended December 31, 2025.
Stockholders' Equity
In December 2024, the Company’s Board of Directors (the “Board") authorized a $50.0 million share repurchase program effective January 1, 2025 through December 31, 2026 to replace an expiring program of the same amount. During the three months ended March 31, 2026, the Company repurchased 159,595 shares at a cost of $17.5 million. As of March 31, 2026, the Company has approximately $32.5 million available for share repurchases under the current program.
Revenue Recognition
Revenue is measured based on the allocation of the transaction price in a contract to satisfied performance obligations. The transaction price does not include any amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. The following is a description of principal activities from which the Company generates its revenue, separated by reportable segments. Payments for our products and services are generally due within normal commercial terms. For a further discussion regarding the Company’s reportable segments, see Note 4. "Segment Information".
Construction Products
The Construction Products segment primarily recognizes revenue when the customer has accepted the product and legal title of the product has passed to the customer.
8
Engineered Structures
Within the Engineered Structures segment, revenue is recognized for wind towers and certain utility structures over time as the products are manufactured using an input approach based on the costs incurred relative to the total estimated costs of production. We recognize revenue over time for these products as they are highly customized to the needs of an individual customer resulting in no alternative use to the Company if not purchased by the customer after the contract is executed. In addition, we have the right to bill the customer for our work performed to date plus at least a reasonable profit margin for work performed. As of March 31, 2026, we had a contract asset of $80.6 million related to these contracts, compared to $65.1 million as of December 31, 2025, which is included in receivables, net of allowance, within the Consolidated Balance Sheets. The increase in the contract asset is attributed to the timing of deliveries of finished structures to customers during the period. For all other products, revenue is recognized when the customer has accepted the product and legal title of the product has passed to the customer.
Revenues
Total revenues for the Company's reportable segments are presented below:
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Aggregates | $ | $ | |||||||||
| Specialty materials and asphalt | |||||||||||
| Aggregates intrasegment sales | ( | ( | |||||||||
| Total Construction Materials | |||||||||||
| Construction site support | |||||||||||
| Construction Products | |||||||||||
| Utility and related structures | |||||||||||
| Wind towers | |||||||||||
| Engineered Structures | |||||||||||
| Consolidated Total | $ | $ | |||||||||
Unsatisfied Performance Obligations
The following table includes estimated revenue expected to be recognized in future periods related to performance obligations that are unsatisfied or partially satisfied as of March 31, 2026:
| Unsatisfied performance obligations as of March 31, 2026 | |||||
| Total Amount | |||||
| (in millions) | |||||
| Engineered Structures: | |||||
| Utility and related structures | $ | ||||
| Wind towers | $ | ||||
9
Advance Billings
Advance billings represent cash collected from customers prior to the satisfaction of the related performance obligations and are separately presented on the Consolidated Balance Sheets. For the three months ended March 31, 2026 and 2025, the Company recognized as revenue approximately $15.7 million and $48.7 million, respectively, of the advance billings balances that were outstanding at the beginning of each respective year.
Income Taxes
The liability method is used to account for income taxes. Deferred income taxes represent the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances reduce deferred tax assets to an amount that will more likely than not be realized.
The Company regularly evaluates the likelihood of realization of tax benefits derived from positions it has taken in various federal and state filings after consideration of all relevant facts, circumstances, and available information. For those tax positions that are deemed more likely than not to be sustained, the Company recognizes the benefit it believes is cumulatively greater than 50% likely to be realized. To the extent the Company were to prevail in matters for which accruals have been established or be required to pay amounts in excess of recorded reserves, the effective tax rate in a given financial statement period could be materially impacted.
Financial Instruments
Recent Accounting Pronouncements
Recently issued accounting pronouncements not adopted as of March 31, 2026
In November 2024, the FASB issued Accounting Standards Update No. 2024-03. "Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses" ("ASU 2024-03"), which requires public business entities to disclose additional information about certain key expense categories within major income statement captions in the notes to consolidated financial statements. These enhanced disclosures are expected to help investors more effectively understand an entity's performance, assess its prospects for future cash flows, and compare an entity's performance over time and with that of other entities. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, and may be applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2024-03 on its Consolidated Financial Statements.
Reclassifications
10
Note 2. Acquisitions and Divestitures
2026 Acquisitions
In March 2026, we completed the acquisition of certain assets and liabilities of a Florida-based natural aggregates business in our Construction Products segment for a total purchase price of $60 million in cash. The acquisition was recorded as a business combination and preliminary valuation estimates resulted in the recognition of, among others, $43.9 million of mineral reserves and $13.6 million of goodwill in our Construction Products segment.
2025 Acquisitions
There were no acquisitions completed during the three months ended March 31, 2025.
2026 Divestitures - Discontinued Operations
On February 24, 2026, the Company entered into a Stock Purchase Agreement to sell its barge business to an affiliate of Wynnchurch Capital, L.P., for a cash purchase price of approximately $450 million, subject to customary purchase price adjustments. The sale was completed on April 1, 2026. The barge business, historically presented within the Transportation Products segment, is a leading manufacturer of inland barges, fiberglass barge covers, winches, and marine hardware with operations located along the U.S. inland river systems. The transaction is expected to generate a pre-tax gain and the Company intends to use the after-tax proceeds to further invest in the expansion of its core growth platforms and reduce outstanding debt. The Company will perform routine services under a transition services agreement and will have no other continuing involvement with the divested business after the close of the transaction. We have concluded that the sale represents a strategic shift that will have a major effect on the Company's operations and financial results. Accordingly, the assets and liabilities of the barge business were classified as held for sale at March 31, 2026 and the results of operations and cash flows for the three months ended March 31, 2026 have been classified as discontinued operations. Results of prior periods have been recast to reflect these changes and present results on a comparable basis. In April 2026, the Company used $83.0 million of the cash proceeds to prepay a portion of the outstanding 2025 Refinancing Term Loan. See Note 7. "Debt" for additional information.
The following table summarizes the major line items for the barge business that are included in income from discontinued operations, net of income taxes, on the Consolidated Statements of Operations:
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| (in millions) | |||||||||||
| Revenues | $ | $ | |||||||||
| Cost of revenues | |||||||||||
| Gross profit | |||||||||||
| Selling, general, and administrative expenses | |||||||||||
| Income from discontinued operations before income taxes | |||||||||||
| Provision for income taxes | |||||||||||
| Income from discontinued operations, net of income taxes | $ | $ | |||||||||
11
The following table summarizes the assets and liabilities of the barge business which have been classified as held for sale on the Consolidated Balance Sheets:
| March 31, 2026 | December 31, 2025 | ||||||||||
| (unaudited) | |||||||||||
| (in millions) | |||||||||||
| Receivables, net | $ | $ | |||||||||
| Inventory, net | |||||||||||
| Other current assets | |||||||||||
| Property, plant, and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Other non-current assets | |||||||||||
Total assets held for sale(1) | $ | $ | |||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued liabilities | |||||||||||
| Advance billings | |||||||||||
| Other non-current liabilities | |||||||||||
Total liabilities held for sale(1) | $ | $ | |||||||||
(1) The assets and liabilities held for sale are classified as current on the March 31, 2026 balance sheet as the transaction closed on April 1, 2026, within one year of the balance sheet date.
2025 Divestitures
There were no divestitures completed during the three months ended March 31, 2025.
Note 3. Fair Value Accounting
Assets and liabilities measured at fair value on a recurring basis are summarized below:
| Fair Value Measurement as of March 31, 2026 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
Contingent consideration(1) | |||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | |||||||||||||||||||
| Fair Value Measurement as of December 31, 2025 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
Contingent consideration(1) | |||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | |||||||||||||||||||
(1) Included in other assets on the Consolidated Balance Sheets.
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for that asset or liability in an orderly transaction between market participants on the measurement date. An entity is required to establish a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair values are listed below:
12
Level 1 – This level is defined as quoted prices in active markets for identical assets or liabilities. The Company’s cash equivalents are instruments of the U.S. Treasury or highly-rated money market mutual funds.
Level 2 – This level is defined as observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Note 4. Segment Information
The Company's operating segments are identified on the basis of information that is reviewed by our chief operating decision maker, the Chief Executive Officer, to make decisions about resources to be allocated and assess its performance. Since there are no remaining operations, the Transportation Products segment is no longer presented as a reportable segment. See further discussion in Note 2. "Acquisitions and Divestitures." The Company reports operating results in two principal business segments:
Construction Products. The Construction Products segment primarily produces and sells natural and recycled aggregates, specialty materials, asphalt mix, and construction site support equipment, including trench shields and shoring products.
Engineered Structures. The Engineered Structures segment primarily manufactures and sells steel and concrete structures for infrastructure businesses, including utility structures for electricity transmission and distribution, structural wind towers, traffic and lighting structures, and telecommunication structures. These products share similar manufacturing competencies and steel sourcing requirements and can be manufactured across our North American footprint.
The financial information for these segments is shown in the tables below. We operate principally in North America.
Three Months Ended March 31, 2026
| Construction Products | Engineered Structures | Corporate | Consolidated | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Operating Costs | |||||||||||||||||||||||
| Cost of revenues | |||||||||||||||||||||||
| Selling, general, and administrative | |||||||||||||||||||||||
| Other operating (income) expense | ( | ( | |||||||||||||||||||||
| Operating profit (loss) | $ | $ | $ | ( | $ | ||||||||||||||||||
| Depreciation, depletion, and amortization | $ | $ | $ | $ | |||||||||||||||||||
| Capital Expenditures | $ | $ | $ | $ | |||||||||||||||||||
13
Three Months Ended March 31, 2025
| Construction Products | Engineered Structures | Corporate | Consolidated | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Operating Costs | |||||||||||||||||||||||
| Cost of revenues | |||||||||||||||||||||||
| Selling, general, and administrative | |||||||||||||||||||||||
| Other operating (income) expense | ( | ( | ( | ||||||||||||||||||||
| Operating profit (loss) | $ | $ | $ | ( | $ | ||||||||||||||||||
| Depreciation, depletion, and amortization | $ | $ | $ | $ | |||||||||||||||||||
| Capital Expenditures | $ | $ | $ | $ | |||||||||||||||||||
Total assets for the Company's reportable segments are shown in the table below:
| March 31, 2026 | December 31, 2025 | ||||||||||
| (in millions) | |||||||||||
| Construction Products | $ | $ | |||||||||
| Engineered Structures | |||||||||||
| Corporate | |||||||||||
Assets held for sale(1) | |||||||||||
| Total assets | $ | $ | |||||||||
(1) Included in current and/or non-current assets held for sale on the Consolidated Balance Sheets.
Note 5. Property, Plant, and Equipment
The following table summarizes the components of property, plant, and equipment as of March 31, 2026 and December 31, 2025:
| March 31, 2026 | December 31, 2025 | ||||||||||
| (in millions) | |||||||||||
| Land | $ | $ | |||||||||
| Mineral reserves | |||||||||||
| Buildings and improvements | |||||||||||
| Machinery and other | |||||||||||
| Construction in progress | |||||||||||
| Less accumulated depreciation and depletion | ( | ( | |||||||||
| $ | $ | ||||||||||
14
Note 6. Goodwill and Other Intangible Assets
Goodwill
Goodwill by segment is as follows:
| March 31, 2026 | December 31, 2025 | ||||||||||
| (in millions) | |||||||||||
| Construction Products | $ | $ | |||||||||
| Engineered Structures | |||||||||||
| $ | $ | ||||||||||
Intangible Assets
Intangibles, net consisted of the following:
| March 31, 2026 | December 31, 2025 | |||||||||||||
| (in millions) | ||||||||||||||
| Intangibles with indefinite lives - Trademarks | $ | $ | ||||||||||||
| Intangibles with definite lives: | ||||||||||||||
| Customer relationships | ||||||||||||||
| Permits | ||||||||||||||
| Other | ||||||||||||||
| Less accumulated amortization | ( | ( | ||||||||||||
| Intangible assets, net | $ | $ | ||||||||||||
Note 7. Debt
The following table summarizes the components of debt as of March 31, 2026 and December 31, 2025:
| March 31, 2026 | December 31, 2025 | ||||||||||
| (in millions) | |||||||||||
| Revolving credit facility | $ | $ | |||||||||
| Term Loan | |||||||||||
| 2021 Senior Notes - 4.375% due April 2029 | |||||||||||
| 2024 Senior Notes - 6.875% due August 2032 | |||||||||||
| Finance leases (see Note 8. "Leases") | |||||||||||
| Less: unamortized debt issuance costs | ( | ( | |||||||||
| Total debt | $ | $ | |||||||||
Revolving Credit Facility
In August 2023, we entered into a Second Amended and Restated Credit Agreement (as amended, the "Credit Agreement") to increase our revolving credit facility from $500.0 million to $600.0 million, extend the maturity date of our revolving credit facility from January 2, 2025 to August 23, 2028, and refinance and repay in full the remaining balance of the term loan then outstanding under our prior credit facility.
15
On August 15, 2024, we entered into Amendment No. 1 to the Credit Agreement ("Amendment No. 1 to the Credit Agreement") to, among other things, (i) increase our revolving credit facility from $600.0 million to $700.0 million, (ii) collateralize the amended revolving credit facility with substantially all of our and our subsidiary guarantors' personal property (with certain exceptions), (iii) make the applicable margin for revolving borrowings, letters of credit and the commitment fee rate be based on our consolidated net leverage ratio (permitting up to $150.0 million of unrestricted cash to be netted from the calculation thereof), (iv) modify the margin for Secured Overnight Financing Rate ("SOFR")-based revolving borrowings and letters of credit to range from 1.25 % to 2.50 % per annum, (v) modify the margin for base rate revolving borrowings to range from 0.25 % to 1.50 %, (vi) modify the commitment fee that accrues on the unused portion of the revolving credit facility to range from 0.20 % to 0.45 %, and (vii) modify the maximum permitted leverage ratio to include a net debt concept (permitting up to $150.0 million of unrestricted cash to be netted from the calculation thereof), and to provide that such ratio shall be no greater than 4.00 to 1.00 during the first quarter of 2026, and for each fiscal quarter thereafter (however, this maximum permitted leverage ratio may be increased to 4.50 to 1.00 for up to four fiscal quarters if a material acquisition is entered into). These amendments became effective on October 1, 2024. The amended revolving credit facility's maturity date of August 23, 2028 remains unchanged.
As of March 31, 2026, we had no outstanding loans borrowed under our revolving credit facility, which left $700.0 million available for borrowing.
The interest rates for revolving loans under the Credit Agreement are variable based on the daily simple or term SOFR, plus a 10-basis point credit spread adjustment, or an alternate base rate, in each case plus a margin for borrowing. A commitment fee accrues on the average daily unused portion of the revolving credit facility. The margin for revolving borrowings and commitment fee rate are determined based on the Company’s consolidated total net leverage ratio (as measured by a consolidated funded indebtedness, less the aggregate amount of unrestricted cash up to a maximum amount not to exceed $150.0 million, to consolidated EBITDA ratio). As of March 31, 2026, the margin for borrowing based on SOFR was set at 1.75 % and the commitment fee rate was set at 0.30 %.
The revolving credit facility portion of the Credit Agreement requires the maintenance of certain ratios related to leverage and interest coverage. As of March 31, 2026, we were in compliance with all such financial covenants. Borrowings under the Credit Agreement are guaranteed by certain domestic subsidiaries of the Company. On October 1, 2024, we collateralized our obligations under the Credit Agreement with substantially all of our and our subsidiary guarantors' personal property (with certain exceptions).
The carrying value of revolving borrowings under the Credit Agreement approximates fair value because the interest rate adjusts to the market interest rate (Level 3 input). See Note 3. "Fair Value Accounting."
As of March 31, 2026, total unamortized debt issuance costs related to the prior and amended revolving credit facilities were $2.4 million. These costs are included in other assets on the Consolidated Balance Sheet and are amortized into interest expense over the term of the Credit Agreement.
Term Loan
Amendment No. 1 to the Credit Agreement provided for a secured term loan facility (the “2024 Term Loan”) in an aggregate principal amount of $700.0 million. The 2024 Term Loan was funded on October 1, 2024, of which $100.0 million was used to pay down the Company's revolving credit facility. The 2024 Term Loan required, among other things, (i) mandatory prepayments from excess cash flow on an annual basis, commencing with the fiscal year ending December 31, 2025, (ii) mandatory prepayments with proceeds of certain asset sales and debt issuances, and (iii) quarterly principal amortization payments in an amount equal to 0.25 % of the 2024 Term Loan. The 2024 Term Loan had a maturity date of October 1, 2031. The interest rate for the 2024 Term Loan was based on SOFR plus 2.25 % per year. The 2024 Term Loan was guaranteed by the same subsidiaries of the Company that guarantee our revolving credit facility, and the 2024 Term Loan was secured on a pari passu basis with our revolving credit facility.
On June 17, 2025, we entered into Amendment No. 2 to the Credit Agreement to establish a new class of term loans (the "2025 Refinancing Term Loan") in an aggregate principal amount of $698.3 million. We used the 2025 Refinancing Term Loan's net proceeds, together with cash on hand, to satisfy the outstanding balance under the 2024 Term Loan. The interest rate for the 2025 Refinancing Term Loan is based on SOFR plus 2.00 % per year, or an alternate base rate, plus 1.00 % per year, a 0.25 % per annum reduction from the 2024 Term Loan. The 2025 Refinancing Term Loan is prepayable at any time without premium or penalty (other than customary SOFR-related breakage costs). All other terms of the 2025 Refinancing Term Loan are the same as the 2024 Term Loan that was prepaid with the proceeds of the 2025 Refinancing Term Loan. In April 2026, the Company used $83.0 million of cash proceeds from the sale of the barge business to prepay a portion of the outstanding 2025 Refinancing Term Loan. See Note 2. "Acquisitions and Divestitures" for additional information.
16
In connection with the issuance of the 2025 Refinancing Term Loan, the Company incurred $0.8 million of debt issuance costs.
Senior Notes
On August 26, 2024, the Company issued $600.0 million aggregate principal amount of 6.875 % senior unsecured notes (the "2024 Notes") that mature in August 2032. Interest on the 2024 Notes is payable semiannually in February and August. In April 2021, the Company issued $400.0 million aggregate principal amount of 4.375 % senior unsecured notes (the "2021 Notes", and together with the 2024 Notes, the "Senior Notes") that mature in April 2029. Interest on the 2021 Notes is payable semiannually in April and October. The Senior Notes are senior unsecured obligations of the Company and are guaranteed on a senior unsecured basis by each of the Company’s domestic subsidiaries that is a guarantor under our Credit Agreement. The terms of each indenture governing the Senior Notes, among other things, limit the ability of the Company and each of its subsidiaries to create liens on assets, enter into sale and leaseback transactions, and consolidate, merge or transfer all or substantially all of its assets and the assets of its subsidiaries. The terms of each indenture also limit the ability of the Company’s non-guarantor subsidiaries to incur certain types of debt.
The Company has the option to redeem all or a portion of the Senior Notes at redemption prices set forth in the applicable indenture, plus accrued and unpaid interest to the redemption date. If a Change of Control Triggering Event (as defined in each applicable indenture) occurs, the Company must offer to repurchase the Senior Notes at a price equal to 101% of the principal amount of the Senior Notes, plus accrued and unpaid interest to the date of repurchase.
The estimated fair values of the 2024 Notes and 2021 Notes as of March 31, 2026 were $615.7 million and $386.2 million, respectively, based on quoted market prices in a market with little activity (Level 2 input).
The remaining principal payments under existing debt agreements as of March 31, 2026 are as follows:
| 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | ||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||
| Term Loan | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| 2021 Senior Notes - 4.375% due April 2029 | |||||||||||||||||||||||||||||||||||
| 2024 Senior Notes - 6.875% due August 2032 | |||||||||||||||||||||||||||||||||||
Note 8. Leases
We have various leases primarily for office space, land and buildings, and certain equipment. At inception, we determine if an arrangement contains a lease and whether that lease meets the classification criteria of a finance or operating lease. For leases that contain options to purchase, terminate, or extend, such options are included in the lease term when it is reasonably certain that the option will be exercised. Some of our lease arrangements contain lease components and non-lease components which are accounted for as a single lease component as we have elected the practical expedient to group lease and non-lease components for all leases.
As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on information available at commencement date in determining the present value of lease payments.
17
Future minimum lease payments for operating and finance lease obligations as of March 31, 2026 consisted of the following:
| Operating Leases | Finance Leases | ||||||||||
| (in millions) | |||||||||||
| 2026 (remaining) | $ | $ | |||||||||
| 2027 | |||||||||||
| 2028 | |||||||||||
| 2029 | |||||||||||
| 2030 | |||||||||||
| Thereafter | |||||||||||
| Total undiscounted future minimum lease obligations | |||||||||||
| Less imputed interest | ( | ( | |||||||||
| Present value of net minimum lease obligations | $ | $ | |||||||||
The following table summarizes our operating and finance leases and their classification within the Consolidated Balance Sheet:
| March 31, 2026 | December 31, 2025 | ||||||||||
| (in millions) | |||||||||||
| Assets | |||||||||||
Operating - | $ | $ | |||||||||
Finance - | |||||||||||
| Total lease assets | |||||||||||
| Liabilities | |||||||||||
| Current | |||||||||||
Operating - | |||||||||||
Finance - | |||||||||||
| Non-current | |||||||||||
Operating - | |||||||||||
Finance - | |||||||||||
| Total lease liabilities | $ | $ | |||||||||
Note 9. Income Taxes
For interim income tax reporting, we estimate our annual effective tax rate and apply it to our year-to-date ordinary income (loss). Tax jurisdictions with a projected or year to date loss for which a tax benefit cannot be realized are excluded. The tax effects of unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, are reported in the interim period in which they occur. We have open tax years from 2019 to 2025 with various significant tax jurisdictions.
Our effective tax rates from continuing operations of 5.3 % and 19.4 % for the three months ended March 31, 2026 and 2025, respectively, differed from the U.S. federal statutory rate of 21.0
18
Note 10. Employee Retirement Plans
Total employee retirement plan expense, which includes related administrative expenses, is as follows:
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| (in millions) | |||||||||||
| Defined contribution plans | $ | $ | |||||||||
| Multiemployer plans | |||||||||||
| $ | $ | ||||||||||
The Company contributes to various multiemployer defined benefit pension plans under the terms of collective-bargaining agreements that cover certain union-represented employees at one of the facilities in our Engineered Structures segment and four of the facilities in our Construction Products segment. The Company contributed $0.5 2.7 million.
Note 11. Accumulated Other Comprehensive Loss
Changes in accumulated other comprehensive loss for the three months ended March 31, 2026 and 2025 are as follows:
| Currency translation adjustments | Accumulated other comprehensive loss | |||||||||||||
| (in millions) | ||||||||||||||
| Balances at December 31, 2024 | $ | ( | $ | ( | ||||||||||
| Other comprehensive income (loss), net of tax, before reclassifications | ||||||||||||||
Amounts reclassified from accumulated other comprehensive loss, net of tax expense (benefit) of $ | ||||||||||||||
| Other comprehensive income (loss) | ||||||||||||||
| Balances at March 31, 2025 | $ | ( | $ | ( | ||||||||||
| Balances at December 31, 2025 | $ | ( | $ | ( | ||||||||||
| Other comprehensive income (loss), net of tax, before reclassifications | ( | ( | ||||||||||||
Amounts reclassified from accumulated other comprehensive loss, net of tax expense (benefit) of $ | ||||||||||||||
| Other comprehensive income (loss) | ( | ( | ||||||||||||
| Balances at March 31, 2026 | $ | ( | $ | ( | ||||||||||
Note 12. Stock-Based Compensation
Stock-based compensation totaled approximately $6.3 million and $6.4 million for the three months ended March 31, 2026 and 2025, respectively.
19
Note 13. Earnings Per Common Share
Basic earnings per common share is computed by dividing net income remaining after allocation to participating unvested restricted shares by the weighted average number of basic common shares outstanding for the period. Except when the effect would be antidilutive, the calculation of diluted earnings per common share includes the weighted average net impact of nonparticipating unvested restricted shares. Total weighted average restricted shares were 0.9 million and 1.2 million for the three months ended March 31, 2026 and 2025, respectively.
The computation of basic and diluted earnings per share follows:
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| (in millions, except per share amounts) | |||||||||||
| Net income from continuing operations | $ | $ | |||||||||
| Unvested restricted share participation | ( | ( | |||||||||
| Net income from continuing operations - basic and diluted | $ | $ | |||||||||
| Net income from discontinued operations | $ | $ | |||||||||
| Unvested restricted share participation | |||||||||||
| Net income from discontinued operations - basic and diluted | $ | $ | |||||||||
| Net income | $ | $ | |||||||||
| Unvested restricted share participation | ( | ( | |||||||||
| Net income - basic and diluted | $ | $ | |||||||||
| Weighted-average number of shares outstanding - basic | |||||||||||
| Effect of dilutive securities: | |||||||||||
| Nonparticipating unvested restricted shares | |||||||||||
| Weighted-average number of shares outstanding - diluted | |||||||||||
| Net income per common share: | |||||||||||
| Basic from continuing operations | $ | $ | |||||||||
| Basic from discontinued operations | $ | $ | |||||||||
| Net income per common share - basic | $ | $ | |||||||||
| Diluted from continuing operations | $ | $ | |||||||||
| Diluted from discontinued operations | $ | $ | |||||||||
| Net income per common share - diluted | $ | $ | |||||||||
20
Note 14. Commitments and Contingencies
The Company is involved in claims and lawsuits incidental to our business arising from various matters including commercial disputes, alleged product defect and/or warranty claims, intellectual property matters, personal injury claims, environmental issues, employment and/or workplace-related matters, and various governmental regulations. The Company evaluates its exposure to such claims and suits periodically and establishes accruals for these contingencies when probable losses can be reasonably estimated. At March 31, 2026, we currently do not believe that a loss is probable, therefore no accrual has been included in the accompanying Consolidated Financial Statements.
Estimates of liability arising from future proceedings, assessments, or remediation are inherently imprecise. Accordingly, there can be no assurance that we will not become involved in future litigation or other proceedings, including those related to the environment or, if we are found to be responsible or liable in any such litigation or proceeding, that such costs would not be material to the Company.
Other commitments
In the normal course of business, at March 31, 2026, the Company was contingently liable for $222.1 million in surety bonds, which guarantee the Company's own performance and are required by certain states and municipalities and their related agencies. The Company has indemnified the underwriting insurance companies against any exposure under the surety bonds. The Company is not aware of any circumstances that would result in material claims against these bonds.
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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
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
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
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
Segment Discussion
Construction Products
| Three Months Ended March 31, | |||||||||||||||||
| 2026 | 2025 | Percent | |||||||||||||||
| ($ in millions) | Change | ||||||||||||||||
| Revenues: | |||||||||||||||||
| Aggregates | $ | 174.5 | $ | 165.3 | 5.6 | % | |||||||||||
| Specialty materials and asphalt | 70.4 | 73.2 | (3.8) | ||||||||||||||
| Aggregates intrasegment sales | (4.5) | (4.1) | |||||||||||||||
| Total Construction Materials | 240.4 | 234.4 | 2.6 | ||||||||||||||
| Construction site support | 35.9 | 28.4 | 26.4 | ||||||||||||||
| Total revenues | 276.3 | 262.8 | 5.1 | ||||||||||||||
| Cost of revenues | 230.4 | 217.1 | 6.1 | ||||||||||||||
| Gross profit | 45.9 | 45.7 | 0.4 | ||||||||||||||
| Selling, general, and administrative expenses | 33.5 | 31.2 | 7.4 | ||||||||||||||
| Other operating (income) expense | (2.5) | (3.8) | |||||||||||||||
| Operating profit | $ | 14.9 | $ | 18.3 | (18.6) | ||||||||||||
Depreciation, depletion, and amortization(1) | $ | 40.4 | $ | 38.6 | 4.7 | ||||||||||||
(1) Depreciation, depletion, and amortization are included within operating profit and allocated between cost of revenues and selling, general, and administrative expenses depending on whether the underlying assets contribute to the production of revenue.
Three Months Ended March 31, 2026 versus Three Months Ended March 31, 2025
•Segment revenues increased 5.1%. For construction materials, revenues increased 2.6% primarily due to higher pricing and improved volumes in our aggregates business, partially offset by lower volumes in our asphalt business, which was impacted by colder temperatures in the northeast during the seasonal low point. Revenues from construction site support increased 26.4% due to higher volumes from our trench shoring business.
•Cost of revenues increased 6.1% primarily due to higher volumes in our aggregates and trench shoring businesses and lower cost absorption in our specialty materials business primarily due to planned maintenance downtime at one of our facilities. As a percentage of revenues, cost of revenues was 83.4% in the current period, compared to 82.6% in the prior period.
•Selling, general, and administrative expenses increased 7.4% primarily due to higher compensation-related expenses. Selling, general, and administrative expenses as a percentage of revenues was 12.1% in the current period, compared to 11.9% in the prior period.
•Operating profit decreased 18.6% primarily due to lower volumes and reduced cost absorption in specialty materials and asphalt, partially offset by improved profitability in aggregates and trench shoring.
•Depreciation, depletion, and amortization expense increased 4.7% primarily due to the acquisition of Stavola, including the fair market value write-up of long-lived assets.
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Engineered Structures
| Three Months Ended March 31, | |||||||||||||||||
| 2026 | 2025 | Percent | |||||||||||||||
| ($ in millions) | Change | ||||||||||||||||
| Revenues: | |||||||||||||||||
| Utility and related structures | $ | 225.4 | $ | 195.8 | 15.1 | % | |||||||||||
| Wind towers | 70.0 | 89.0 | (21.3) | ||||||||||||||
| Total revenues | 295.4 | 284.8 | 3.7 | ||||||||||||||
| Cost of revenues | 220.4 | 222.6 | (1.0) | ||||||||||||||
| Gross profit | 75.0 | 62.2 | 20.6 | ||||||||||||||
| Selling, general, and administrative expenses | 24.7 | 23.4 | 5.6 | ||||||||||||||
| Other operating (income) expense | 0.5 | — | |||||||||||||||
| Operating profit | $ | 49.8 | $ | 38.8 | 28.4 | ||||||||||||
Depreciation and amortization(1) | $ | 12.6 | $ | 12.7 | (0.8) | ||||||||||||
(1) Depreciation, depletion, and amortization are included within operating profit and allocated between cost of revenues and selling, general, and administrative expenses depending on whether the underlying assets contribute to the production of revenue.
Three Months Ended March 31, 2026 versus Three Months Ended March 31, 2025
•Segment revenues increased 3.7%. Revenues for our utility and related structures businesses increased 15.1% primarily due to higher volumes and pricing in our utility structures business. Revenue for wind towers declined 21.3%, primarily due to lower volume.
•Cost of revenues decreased 1.0% primarily due to lower wind tower volumes, partially offset by higher utility structures volume. As a percentage of revenues, cost of revenues decreased to 74.6% in the current period, compared to 78.2% in the prior period.
•Selling, general, and administrative expenses increased 5.6% primarily due to higher compensation-related expenses for utility structures. Selling, general, and administrative expenses as a percentage of revenues were 8.4% in the current period, compared to 8.2% in the prior period.
•Operating profit increased 28.4% primarily due to higher volumes and improved profitability in utility structures, partially offset by the expected decline in wind tower volumes.
Unsatisfied Performance Obligations (Backlog)
As of March 31, 2026, the backlog for utility and related structures was $557.6 million compared to $434.9 million and $413.0 million as of December 31, 2025 and March 31, 2025, respectively. We expect to recognize 73% of the unsatisfied performance obligations for utility and related structures during 2026, 17% are expected to be recognized in 2027, with the remainder expected to be recognized through 2029.
The backlog for wind towers as of March 31, 2026 was $600.0 million compared to $627.8 million and $681.1 million as of December 31, 2025 and March 31, 2025, respectively. We expect to recognize 36% of the unsatisfied performance obligations for wind towers during 2026, 59% are expected to be recognized in 2027, with the remainder expected to be recognized in 2028.
Corporate
| Three Months Ended March 31, | |||||||||||||||||
| 2026 | 2025 | Percent | |||||||||||||||
| (in millions) | Change | ||||||||||||||||
| Corporate overhead costs | $ | 17.6 | $ | 16.1 | 9.3 | % | |||||||||||
Three Months Ended March 31, 2026 versus Three Months Ended March 31, 2025
•Corporate overhead costs increased 9.3% primarily due to higher acquisition and divestiture-related expenses of $1.9 million, compared to $0.8 million for the same period in 2025, and higher compensation-related expenses.
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Liquidity and Capital Resources
Arcosa’s primary liquidity requirement consists of funding our business operations, including operating expenses, capital expenditures, working capital investment, quarterly debt payments, and our regular quarterly dividend. Our primary sources of liquidity include cash flow from operations, our existing cash balance, availability under the revolving credit facility, and, as necessary, the issuance of additional long-term debt or equity. We may also consider undertaking disciplined acquisitions, organic investment projects, additional return of capital to stockholders, or funding other general corporate purposes to the extent we have available liquidity.
Cash Flows
The following table summarizes our cash flows from continuing operations from operating, investing, and financing activities for the three months ended March 31, 2026 and 2025:
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| (in millions) | |||||||||||
| Total cash provided (required) by: | |||||||||||
| Operating activities | $ | 58.1 | $ | (21.1) | |||||||
| Investing activities | (96.9) | (10.4) | |||||||||
| Financing activities | (35.0) | (7.3) | |||||||||
| Net decrease in cash and cash equivalents from continuing operations | $ | (73.8) | $ | (38.8) | |||||||
Operating Activities from Continuing Operations. Net cash provided by operating activities for the three months ended March 31, 2026 was $58.1 million, compared to $21.1 million of net cash required by operating activities for the three months ended March 31, 2025.
•The changes in current assets and liabilities resulted in a net use of cash of $35.2 million for the three months ended March 31, 2026, compared to a net use of cash of $88.1 million for the three months ended March 31, 2025. The current year activity was primarily driven by an increase in inventory and a decrease in accrued liabilities, partially offset by higher accounts payable.
Investing Activities from Continuing Operations. Net cash required by investing activities for the three months ended March 31, 2026 was $96.9 million, compared to $10.4 million for the three months ended March 31, 2025.
•Capital expenditures for the three months ended March 31, 2026 were $43.5 million, compared to $33.0 million for the same period last year. Full-year capital expenditures are expected to be approximately $215 to $240 million in 2026.
•Proceeds from the sale of property, plant, and equipment totaled $6.6 million for the three months ended March 31, 2026, compared to $5.0 million for the same period in 2025.
•For the three months ended March 31, 2026, cash paid for acquisitions was $60.0 million, compared to cash received from acquisitions of $17.6 million during the same period in 2025.
Financing Activities from Continuing Operations. Net cash required by financing activities during the three months ended March 31, 2026 was $35.0 million, compared to net cash required by financing activities of $7.3 million for the same period in 2025.
•Current year activity was driven by amounts paid to repurchase common stock under the share repurchase program, shares purchased to satisfy employee taxes on vested stock, debt payments, and dividends paid during the period.
Other Investing and Financing Activities
Revolving Credit Facility, Term Loan, and Senior Notes
In August 2023, we entered into the Credit Agreement to increase our revolving credit facility from $500.0 million to $600.0 million, extend the maturity date of our revolving credit facility from January 2, 2025 to August 23, 2028, and refinance and repay in full the remaining balance of the term loan then outstanding under our prior credit facility.
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On August 15, 2024, we entered into Amendment No. 1 to the Credit Agreement to, among other things, (i) increase our revolving credit facility from $600.0 million to $700.0 million, (ii) collateralize the amended revolving credit facility with substantially all of our and our subsidiary guarantors' personal property (with certain exceptions), (iii) make the applicable margin for revolving borrowings, letters of credit and the commitment fee rate be based on our consolidated net leverage ratio (permitting up to $150.0 million of unrestricted cash to be netted from the calculation thereof), (iv) modify the margin for SOFR-based revolving borrowings and letters of credit to range from 1.25% to 2.50% per annum, (v) modify the margin for base rate revolving borrowings to range from 0.25% to 1.50%, (vi) modify the commitment fee that accrues on the unused portion of the revolving credit facility to range from 0.20% to 0.45%, and (vii) modify the maximum permitted leverage ratio to include a net debt concept (permitting up to $150.0 million of unrestricted cash to be netted from the calculation thereof), and to provide that such ratio shall be no greater than 4.00 to 1.00 during the first quarter of 2026, and for each fiscal quarter thereafter (however, this maximum permitted leverage ratio may be increased to 4.50 to 1.00 for up to four fiscal quarters if a material acquisition is entered into). These amendments became effective on October 1, 2024. The amended revolving credit facility's maturity date of August 23, 2028 remains unchanged.
As of March 31, 2026, we had no outstanding loans borrowed under our revolving credit facility, which left $700.0 million available for borrowing.
The interest rates for revolving loans under the Credit Agreement are variable based on the daily simple or term SOFR, plus a 10-basis point credit spread adjustment, or an alternate base rate, in each case plus a margin for borrowing. A commitment fee accrues on the average daily unused portion of the revolving credit facility. The margin for revolving borrowings and commitment fee rate are determined based on the Company’s consolidated total net leverage ratio (as measured by a consolidated funded indebtedness, less the aggregate amount of unrestricted cash up to a maximum amount not to exceed $150.0 million, to consolidated EBITDA ratio). As of March 31, 2026, the margin for borrowing based on SOFR was set at 1.75% and the commitment fee rate was set at 0.30%.
The revolving credit facility portion of the Credit Agreement requires the maintenance of certain ratios related to leverage and interest coverage. As of March 31, 2026, we were in compliance with all such financial covenants. Borrowings under the Credit Agreement are guaranteed by certain domestic subsidiaries of the Company. On October 1, 2024, we collateralized our obligations under the Credit Agreement with substantially all of our and our subsidiary guarantors' personal property (with certain exceptions).
On June 17, 2025, we entered into Amendment No. 2 to the Credit Agreement, which established a new class of term loans, the 2025 Refinancing Term Loan in an aggregate principal amount of $698.3 million. We used the 2025 Refinancing Term Loan's net proceeds, together with cash on hand, to satisfy the outstanding balance under the 2024 Term Loan. The 2025 Refinancing Term Loan requires, among other things, (i) mandatory prepayments from excess cash flow on an annual basis, commencing with the fiscal year ending December 31, 2025, (ii) mandatory prepayments with proceeds of certain asset sales and debt issuances, and (iii) quarterly principal amortization payments in an amount equal to 0.25% of the 2024 Term Loan. The 2025 Refinancing Term Loan has a maturity date of October 1, 2031. The interest rate for the 2025 Refinancing Term Loan is based on SOFR plus 2.00% per year, or an alternate base rate, plus 1.00% per year. If the 2025 Refinancing Term Loan is prepaid in connection with a repricing transaction or we effect any amendment to the Credit Agreement resulting in a repricing transaction, in either case within six months after the initial funding of the 2025 Refinancing Term Loan, there is a 1.0% premium on such prepaid amount or on the amount outstanding at the time such repricing transaction amendment becomes effective. Otherwise, the 2025 Refinancing Term Loan is prepayable at any time without premium or penalty (other than customary SOFR-related breakage costs). The 2025 Refinancing Term Loan is guaranteed by the same subsidiaries of the Company that guarantee our revolving credit facility, and the 2025 Refinancing Term Loan is secured on a pari passu basis with our revolving credit facility. In April 2026, the Company used $83 million of cash proceeds from the sale of the barge business to prepay a portion of the outstanding 2025 Refinancing Term Loan. See Note 2. "Acquisitions and Divestitures" for additional information.
On August 26, 2024, the Company issued $600.0 million aggregate principal amount of 6.875% senior unsecured notes (the "2024 Notes") that mature in August 2032. Interest on the 2024 Notes is payable semiannually in February and August. In April 2021, the Company issued $400.0 million aggregate principal amount of 4.375% senior unsecured notes (the "2021 Notes", and together with the 2024 Notes, the "Senior Notes") that mature in April 2029. Interest on the 2021 Notes is payable semiannually in April and October. The Senior Notes are senior unsecured obligations of the Company and are guaranteed on a senior unsecured basis by each of the Company’s domestic subsidiaries that is a guarantor under our Credit Agreement. The terms of each indenture governing the Senior Notes, among other things, limit the ability of the Company and each of its subsidiaries to create liens on assets, enter into sale and leaseback transactions, and consolidate, merge or transfer all or substantially all of its assets and the assets of its subsidiaries. The terms of each indenture also limit the ability of the Company’s non-guarantor subsidiaries to incur certain types of debt.
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We believe, based on our current business plans, that our existing cash, available liquidity, and cash flow from operations will be sufficient to fund necessary capital expenditures and operating cash requirements for the foreseeable future.
Dividends and Repurchase Program
In February 2026, the Company declared a quarterly cash dividend of $0.05 per share that was paid on April 30, 2026.
In December 2024, the Board authorized a $50.0 million share repurchase program effective January 1, 2025 through December 31, 2026 to replace an expiring program of the same amount. During the three months ended March 31, 2026, the Company repurchased 159,595 shares at a cost of $17.5 million. As of March 31, 2026, the Company has approximately $32.5 million available for share repurchases under the current program. See Note 1. "Overview and Summary of Significant Accounting Policies" to the Consolidated Financial Statements.
Recent Accounting Pronouncements
See Note 1. "Overview and Summary of Significant Accounting Policies" to the Consolidated Financial Statements for information about recent accounting pronouncements.
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Forward-Looking Statements
This Quarterly Report on Form 10-Q (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;
•if the Company's sustainability efforts are not favorably received by stockholders;
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•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” in our 2025 Annual Report on Form 10-K and future Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
There has been no material change in our market risks since December 31, 2025 as set forth in our 2025 Annual Report on Form 10-K. The impact of such market risk exposures as a result of foreign exchange rate fluctuations has not been significant to Arcosa.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures designed to ensure that it is able to collect and record the information it is required to disclose in the reports it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) with the Securities and Exchange Commission (“SEC”), to process, summarize, and disclose this information within the time periods specified in the rules of the SEC, and that such information is accumulated and communicated to management, including our Chief Executive and Chief Financial Officers, in a timely fashion. The Company’s Chief Executive and Chief Financial Officers are responsible for establishing and maintaining these disclosure controls and procedures and evaluating their effectiveness (as defined in Rule 13(a)-15(e) under the Exchange Act). Based on their evaluation of the Company’s disclosure controls and procedures that took place as of the end of the period covered by this report, the Chief Executive and Chief Financial Officers believe that these disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
During the period covered by this report, there have been no changes in the Company’s internal control over financial reporting that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
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PART II
Item 1. Legal Proceedings
See Note 14. "Commitments and Contingencies" to the Consolidated Financial Statements regarding legal proceedings.
Item 1A. Risk Factors
There have been no material changes in the Company's risk factors from those set forth in our 2025 Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
This table provides information with respect to purchases by the Company of shares of its common stock during the quarter ended March 31, 2026:
| Period | Number of Shares Purchased (1) | Average Price Paid per Share (1) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (2) | ||||||||||||||||||||||
| January 1, 2026 through January 31, 2026 | 87 | $ | 107.95 | — | $ | 50,000,000 | ||||||||||||||||||||
| February 1, 2026 through February 28, 2026 | 197 | $ | 123.08 | — | $ | 50,000,000 | ||||||||||||||||||||
| March 1, 2026 through March 31, 2026 | 279,006 | $ | 107.93 | 159,595 | $ | 32,500,750 | ||||||||||||||||||||
| Total | 279,290 | $ | 107.95 | 159,595 | $ | 32,500,750 | ||||||||||||||||||||
(1) These columns include the following transactions during the three months ended March 31, 2026: (i) the surrender to the Company of 119,695 shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees and (ii) the purchase of 159,595 shares of common stock on the open market as part of the stock repurchase program.
(2) In December 2024, the Board authorized a $50.0 million share repurchase program effective January 1, 2025 through December 31, 2026 to replace an expiring program of the same amount. During the three months ended March 31, 2026, the Company repurchased 159,595 shares of common stock on the open market at a cost of $17.5 million as part of the stock repurchase program. As of March 31, 2026, the Company has approximately $32.5 million available for share repurchases under the current program.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Form 10-Q.
Item 5. Other Information
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Item 6. Exhibits
| NO. | DESCRIPTION | |||||||
| 2.1 | ||||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 10.1* | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 32.2 | ||||||||
| 95 | ||||||||
| 101.INS | Inline XBRL Instance Document (filed electronically herewith). | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document (filed electronically herewith). | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed electronically herewith). | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith). | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed electronically herewith). | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document (filed electronically herewith). | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
* Management contracts and compensatory plan arrangements
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Arcosa, Inc. | ||||||||
| (Registrant) | ||||||||
| May 1, 2026 | By: | /s/ Gail M. Peck | ||||||
| Gail M. Peck | ||||||||
| Chief Financial Officer | ||||||||
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