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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

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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:

(in millions)

Engineered Structures:

Utility and related structures $ 434.9 $ 414.0

Transportation Products:

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

($ in millions)

Eliminations — (0.1) (0.4)

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

(in millions)

Eliminations — (0.1) (0.4)

(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

(in millions)

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

($ in millions)

Revenues:

Other operating income (15.2) (9.0) (28.2)

(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

($ in millions)

Revenues:

Other operating income (1.3) (15.0) (6.4)

(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

($ in millions)

Revenues:

Other operating expense 14.7 21.6 —

(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

($ in millions)

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,

(in millions)

Total cash provided by (required by):

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:

(in millions)

Obligations for purchase of goods and services 222.1 194.5 27.6

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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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Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Our earnings could be affected by changes in interest rates due to the impact those changes have on our variable rate revolving credit facility and 2025 Refinancing Term Loan. As of December 31, 2025, we had no outstanding loans borrowed under the revolving credit facility, and the 2025 Refinancing Term Loan had a balance of $536.5 million. If interest rates average one percentage point more in fiscal year 2026 than they did during 2025, our interest expense would increase by $5.4 million. In comparison, at December 31, 2024, we estimated that an average increase of one percentage point would increase interest expense by $7.0 million.

As of December 31, 2025, we had $400.0 million outstanding on our 4.375% 2021 Notes due 2029. The 2021 Notes have a 4.375% fixed annual interest rate and, therefore, our economic interest rate exposure is fixed. However, the values of the 2021 Notes are exposed to interest rate risk. We estimate that a one percentage point increase in market interest rates would decrease the fair value of the 2021 Notes by approximately $11.7 million. We carry the 2021 Notes at face value less unamortized discount on our Consolidated Balance Sheets and present the fair value for disclosure purposes only.

As of December 31, 2025, we had $600.0 million outstanding on our 6.875% 2024 Notes due 2032. The 2024 Notes have a 6.875% fixed annual interest rate and, therefore, our economic interest rate exposure is fixed. However, the values of the 2024 Notes are exposed to interest rate risk. We estimate that a one percentage point increase in market interest rates would decrease the fair value of the 2024 Notes by approximately $32.6 million. We carry the 2024 Notes at face value less unamortized discount on our Consolidated Balance Sheets and present the fair value for disclosure purposes only.

In addition, we are subject to market risk related to our net investments in our foreign subsidiaries. The net investment in foreign subsidiaries as of December 31, 2025 was $144.6 million. The impact of such market risk exposures as a result of foreign exchange rate fluctuations has not been significant to Arcosa.

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Item 8.Financial Statements and Supplementary Data.

Arcosa, Inc.

Index to Financial Statements

Page

Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) 61

Consolidated Balance Sheets as of December 31, 2025 and 2024 65

Notes to Consolidated Financial Statements 68

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Arcosa, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Arcosa, Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 27, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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Valuation of Goodwill

/s/ ERNST & YOUNG LLP

We have served as the Company's auditor since 2015.

Dallas, Texas

February 27, 2026

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Arcosa, Inc. and Subsidiaries

Consolidated Statements of Operations

Year Ended December 31,

(in millions, except per share amounts)

Selling, general, and administrative expenses 307.1 320.0 261.1

Other operating income (1.8) (2.4) (34.6)

Interest income (6.6) (7.5) (4.7)

Other nonoperating (income) expense (1.6) 4.2 (2.0)

Provision for income taxes:

Net income per common share:

Weighted average number of shares outstanding:

Dividends declared per common share $ 0.20 $ 0.20 $ 0.20

See accompanying Notes to Consolidated Financial Statements.

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Arcosa, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

Year Ended December 31,

(in millions)

Other comprehensive income (loss):

Derivative financial instruments:

Currency translation adjustment:

See accompanying Notes to Consolidated Financial Statements.

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Arcosa, Inc. and Subsidiaries

Consolidated Balance Sheets

(in millions, except per share amounts)

ASSETS

Current assets:

Cash and cash equivalents $ 214.6 $ 187.3

Inventories:

Property, plant, and equipment, net 2,097.8 2,129.4

Deferred income taxes 7.2 2.8

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Current portion of long-term debt 8.5 12.1

Commitments and contingencies (Note 14)

Stockholders’ equity:

Accumulated other comprehensive loss (16.4) (17.7)

See accompanying Notes to Consolidated Financial Statements.

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Arcosa, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

Year Ended December 31,

(in millions)

Operating activities:

Impairment charge 1.6 5.8 —

Stock-based compensation expense 26.4 24.3 23.9

Gain on disposition of assets and sale of businesses (3.4) (8.2) (34.6)

Provision for deferred income taxes 26.0 25.2 31.8

(Increase) decrease in other assets 2.9 23.6 (6.4)

Increase (decrease) in other liabilities (2.6) (42.8) (7.1)

Changes in current assets and liabilities:

(Increase) decrease in receivables (69.5) 70.0 (47.8)

(Increase) decrease in inventories (72.6) 59.2 (83.5)

(Increase) decrease in other current assets 6.4 (4.3) (1.8)

Increase (decrease) in accounts payable 21.9 (48.3) 77.2

Increase (decrease) in advance billings (43.2) 66.8 (1.4)

Increase (decrease) in accrued liabilities 2.5 41.6 (14.5)

Investing activities:

Proceeds from disposition of assets 26.6 18.3 36.6

Proceeds from sale of businesses — 86.6 2.0

Net cash required by investing activities (121.4) (1,508.9) (285.8)

Financing activities:

Proceeds from issuance of debt — 1,635.0 160.0

Shares repurchased — — (13.8)

Dividends paid to common shareholders (10.0) (9.7) (9.8)

Purchase of shares to satisfy employee tax on vested stock (12.9) (10.6) (11.4)

Holdback payment from acquisition — — (10.0)

Debt issuance costs (0.8) (23.3) (2.0)

Net cash (required) provided by financing activities (192.4) 1,089.4 (30.8)

Net increase (decrease) in cash and cash equivalents 27.3 82.5 (55.6)

Cash and cash equivalents at beginning of period 187.3 104.8 160.4

Cash and cash equivalents at end of period $ 214.6 $ 187.3 $ 104.8

Supplemental disclosure of cash flow information:

See accompanying Notes to Consolidated Financial Statements.

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Arcosa, Inc. and Subsidiaries

Consolidated Statements of Stockholders’ Equity

CommonStock TreasuryStock

(in millions, except par value)

Other comprehensive loss — — — — (0.5) — — (0.5)

Cash dividends on common stock — — — (9.8) — — — (9.8)

Shares repurchased — — — — — (0.2) (13.8) (13.8)

Retirement of treasury stock (0.3) — (25.9) — — 0.3 25.9 —

Net income — — — 93.7 — — — 93.7

Other comprehensive loss — — — — (1.5) — — (1.5)

Cash dividends on common stock — — — (9.7) — — — (9.7)

Retirement of treasury stock (0.1) — (12.1) — — 0.1 12.1 —

Other comprehensive income — — — — 1.3 — — 1.3

Cash dividends on common stock — — — (10.0) — — — (10.0)

Retirement of treasury stock (0.2) — (13.2) — — 0.2 13.2 —

See accompanying Notes to Consolidated Financial Statements.

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Arcosa, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

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, engineered structures, and transportation markets in North America. Arcosa is a Delaware corporation and was incorporated in 2018.

The accompanying Consolidated Financial Statements present our historical financial position, results of operations, comprehensive income/loss, and cash flows in accordance with accounting principles generally accepted in the U.S. (“GAAP”). All significant intercompany accounts and transactions have been eliminated.

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. 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.

Revenue Recognition

Revenue is measured based on the allocation of the transaction price in a contract to satisfied performance obligations. The transaction price does not include any amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. The following is a description of principal activities from which the Company generates its revenue, separated by reportable segments. Payments for our products and services are generally due within normal commercial terms. For a further discussion regarding the Company’s reportable segments, see Note 4. "Segment Information".

Construction Products

The Construction Products segment primarily recognizes revenue when the customer has accepted the product and legal title of the product has passed to the customer.

Engineered Structures

Within the Engineered Structures segment, revenue is recognized for wind towers and certain utility structures over time as the products are manufactured using an input approach based on the costs incurred relative to the total estimated costs of production. We recognize revenue over time for these products as they are highly customized to the needs of an individual customer resulting in no alternative use to the Company if not purchased by the customer after the contract is executed. In addition, we have the right to bill the customer for our work performed to date plus at least a reasonable profit margin for work performed. As of December 31, 2025 and 2024, we had a contract asset of $65.1 million and $65.5 million, respectively, which is included in receivables, net of allowance, within the Consolidated Balance Sheets. The decrease 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.

Transportation Products

The Transportation Products segment recognizes revenue when the customer has accepted the product and legal title of the product has passed to the customer.

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Revenues

Total revenues for the Company's reportable segments are presented below:

Year Ended December 31,

($ in millions)

Aggregates intrasegment sales (45.3) (9.0) (13.5)

Eliminations — (0.1) (0.4)

(1) On August 16, 2024, the Company completed the divestiture of its steel components business.

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 December 31, 2025:

Unsatisfied performance obligations at

TotalAmount

(in millions)

Engineered Structures:

Utility and related structures $ 434.9

Transportation Products:

Inland barges $ 296.9

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.

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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 years ended December 31, 2025, 2024 and 2023, the Company recognized as revenue substantially all 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

The Company considers all highly liquid debt instruments to be cash and cash equivalents if purchased with a maturity of three months or less.Financial instruments that potentially subject the Company to a concentration of credit risk are primarily cash investments and receivables. The Company places its cash investments in bank deposits and highly-rated money market funds, and its investment policy limits the amount of credit exposure to any one commercial issuer. We seek to limit concentration of credit risk with respect to the Company's receivables with control procedures that monitor the credit worthiness of customers, together with the large number of customers in the Company's customer base and their dispersion across different industries and geographic areas. As receivables are generally unsecured, the Company maintains an allowance based upon the expected credit losses. Receivable balances determined to be uncollectible are charged against the allowance. To accelerate the conversion to cash, the Company may sell a portion of its trade receivables to third parties. The Company has no recourse to these receivables once they are sold but may have continuing involvement related to servicing and collection activities. The impact of these transactions in the Company's Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023 was not significant. The carrying values of cash, receivables, and accounts payable are considered to be representative of their respective fair values.

Inventories

Inventories are valued at the lower of cost or net realizable value. Cost is determined principally on the first in first out method. The value of inventory is adjusted for damaged, obsolete, excess, or slow-moving inventory. Work in process and finished goods include material, labor, and overhead.

Property, Plant, and Equipment

Property, plant, and equipment are stated at cost and depreciated or depleted over their estimated useful lives, primarily using the straight-line method. The estimated useful lives are: buildings and improvements - 5 to 30 years; leasehold improvements - the lesser of the term of the lease or 15 years; and machinery and equipment - 3 to 15 years. Depletion of mineral reserves is calculated based on estimated reserves using the units-of-production method on a quarry-by-quarry basis. The costs of ordinary maintenance and repair are charged to operating costs as incurred.

Goodwill and Intangible Assets

Goodwill is required to be tested for impairment annually, or on an interim basis when events or changes in circumstances indicate the carrying amount 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 are assumptions, consisting 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 October 1, 2025 and 2024, the Company's annual impairment test of goodwill was completed at the reporting unit level and no impairment charges were determined to be necessary.

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Intangible assets are recorded at fair value, using level three inputs, on the date of acquisition and evaluated to determine their estimated useful life. These assets primarily consist of customer relationships and permits and are amortized using the straight-line method. The estimated useful lives for definite-lived intangible assets are: customer relationships - 5 to 20 years; permits - 10 to 29 years; and other - 5 to 34 years.

Indefinite-lived intangible assets primarily relate to acquired trademarks. These assets are not amortized but are evaluated for impairment annually on October 1, or on an interim basis when events or changes in circumstances indicate the carrying amount may not be recoverable. The impairment test compares the fair value of each asset to its carrying value using a relief from royalty method. As of October 1, 2025 and 2024, the Company's annual impairment test was completed and no impairment charges were determined to be necessary.

Long-lived Assets

The Company evaluates the carrying value of long-lived assets to be held and used, including property, plant, and equipment and definite-lived intangibles, for potential impairment when events or changes in circumstances indicate the carrying amount may not be recoverable. The carrying value of long-lived assets to be held and used is considered impaired only when the carrying value is not recoverable through undiscounted future cash flows and the fair value of the assets is less than their carrying value. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risks involved or market quotes as available. Impairment losses on long-lived assets held for sale are determined in a similar manner, except that fair values are reduced by the estimated cost to dispose of the assets. See Note 5. "Property, Plant, and Equipment".

Workers’ Compensation

The Company is effectively self-insured for workers’ compensation claims. A third-party administrator is used to process claims. We accrue our workers' compensation liability based upon independent actuarial studies. As of December 31, 2025 and 2024, the Company's accrual for worker's compensation costs was $19.4 million and $18.9 million, respectively, which is included in accrued liabilities and other long-term liabilities within the Consolidated Balance Sheets.

Warranties

The Company provides various express, limited product warranties that generally range from 1 to 5 years depending on the product. The warranty costs are estimated using a two-step approach. First, an engineering estimate is made for the cost of all claims that have been asserted by customers. Second, based on historical, accepted claims experience, a cost is accrued for all products still within a warranty period for which no claims have been filed. The Company provides for the estimated cost of product warranties at the time revenue is recognized related to products covered by warranties and assesses the adequacy of the resulting reserves on a quarterly basis. As of December 31, 2025 and 2024, the Company's accrual for warranty costs was not significant and is included in accrued liabilities within the Consolidated Balance Sheets.

Derivative Instruments

The Company may, from time to time, use derivative instruments to mitigate the impact of changes in interest rates, commodity prices, or changes in foreign currency exchange rates. For derivative instruments designated as hedges, the Company formally documents the relationship between the derivative instrument and the hedged item, as well as the risk management objective and strategy for the use of the derivative instrument. This documentation includes linking the derivative to specific assets or liabilities on the balance sheet, commitments, or forecasted transactions. At the time a derivative instrument is entered into, and at least quarterly thereafter, the Company assesses whether the derivative instrument is effective in offsetting the changes in fair value or cash flows of the hedged item. Any change in the fair value of the hedged instrument is recorded in accumulated other comprehensive loss (“AOCL”) as a separate component of stockholders' equity and reclassified into earnings in the period during which the hedged transaction affects earnings. The Company monitors its derivative positions and the credit ratings of its counterparties and does not anticipate losses due to counterparties' non-performance.

Foreign Currency Translation

Certain operations outside the U.S. prepare financial statements in currencies other than the U.S. dollar. The income statement amounts are translated at average exchange rates for the year, while the assets and liabilities are translated at year-end exchange rates. Translation adjustments are accumulated as a separate component of stockholders' equity and other comprehensive income (loss). The functional currency of our Mexico operations is considered to be the U.S. dollar. The functional currency of our Canadian operations is considered to be the Canadian dollar. For the years ended December 31, 2025, 2024 and 2023, foreign currency exchange transactions, included in other nonoperating (income) expense in the Consolidated Statements of Operations, were not significant.

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Other Comprehensive Income (Loss)

Other comprehensive income (loss) consists of foreign currency translation adjustments and the effective unrealized gains and losses on the Company's derivative financial instruments, the sum of which, along with net income, constitutes comprehensive net income (loss). See Note 11. "Accumulated Other Comprehensive Loss". All components are shown net of tax.

Other Operating (Income) Expense

Other operating (income) expense consists of impairment charges and gains or losses on disposition of assets and sale of businesses. See Note 2. "Acquisitions and Divestitures" and Note 5. "Property, Plant, and Equipment".

Recent Accounting Pronouncements

Recently adopted accounting pronouncements

Effective January 1, 2025, the Company adopted Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which is intended to improve the transparency of income tax disclosures by requiring 1) consistent categories and greater disaggregation of information in the rate reconciliation and 2) income taxes paid disaggregated by jurisdiction. The standard also includes certain other amendments to improve the effectiveness of income tax disclosures. The Company adopted the additional disclosure requirements prospectively within its annual reporting for the year ending December 31, 2025. As ASU 2023-09 only modifies the Company's required income tax disclosures, the adoption of this guidance did not have a material impact on the Company's Consolidated Financial Statements.

Recently issued accounting pronouncements not adopted as of December 31, 2025

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.

Management's Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications

Certain prior year balances have been reclassified in the Consolidated Financial Statements and accompanying notes to the Consolidated Financial Statements to conform with the current year presentation.

Note 2. Acquisitions and Divestitures

The Company's acquisition activities are summarized below:

Year Ended December 31,

(in millions)

Acquisitions:

2025 Acquisitions

There were no acquisitions completed during the year ended December 31, 2025.

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2024 Acquisitions

On October 1, 2024, we acquired substantially all of the construction materials business of Stavola Holding Corporation and its affiliated entities ("Stavola") for $1.2 billion in cash, subject to certain customary purchase price adjustments. The purchase price was funded with a combination of proceeds from a private offering of $600.0 million of 6.875% senior unsecured notes that closed on August 26, 2024 and $700.0 million in borrowings under a variable-rate secured term loan entered into on October 1, 2024. See Note 7. "Debt" for additional information. Stavola, which is included in our Construction Products segment, is an aggregates-led and vertically integrated construction materials company primarily serving the New York-New Jersey Metropolitan Statistical Area ("MSA") through its network of five hard rock natural aggregates quarries, twelve asphalt plants, and three recycled aggregates sites. The Stavola acquisition expanded our platform into the nation’s largest MSA with industry-leading financial attributes. During the year ended December 31, 2025, the Company received $17.6 million from escrow related to purchase price adjustments in accordance with the terms of the purchase agreement for the Stavola acquisition, which reduced the total purchase price consideration.

The Stavola acquisition was recorded as a business combination based on a valuation of assets acquired and liabilities assumed at their acquisition date fair values using unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets and liabilities ("Level 3" inputs). The following table details the final purchase price allocation:

(in millions)

Receivables, net of allowance 69.2

Inventories 23.5

Other current assets 2.6

Property, plant, and equipment, including mineral reserves 742.6

Intangibles 40.4

Other assets 23.2

Accounts payable (18.0)

Accrued liabilities (2.6)

Advance billings (0.8)

Other liabilities (28.1)

Total net assets acquired $ 1,192.0

Goodwill represents the excess of the purchase consideration over the valuation of the net assets acquired. The acquired goodwill, which has been assigned to the Construction Products segment, is tax-deductible and primarily attributable to Stavola's market position and existing workforce. The acquired intangibles include beneficial use rights, recycling permits, and the Stavola trade name, which have a useful life of 34 years, 20 years, and 5 years, respectively.

Revenues and operating profit included in the Consolidated Statement of Operations from the date of the Stavola acquisition were approximately $78.2 million and $4.5 million, respectively, for the year ended December 31, 2024. Non-recurring transaction costs included during the year ended December 31, 2024 were $25.5 million. The costs are included in selling, general, and administrative expenses in the Consolidated Statement of Operations. Additionally, the Company incurred $6.2 million of debt issuance costs during the year ended December 31, 2024 for commitments on a bridge loan facility that was not drawn upon and terminated upon placement of the long term financing to fund the Stavola acquisition. This non-recurring cost is included in interest expense on the Consolidated Statement of Operations.

The following table represents the unaudited pro-forma consolidated operating results of the Company as if the Stavola acquisition had been completed on January 1, 2023 and includes adjustments to:

•Include additional depreciation, depletion, and amortization expense related to the fair value of acquired property, plant, and equipment, mineral reserves, and intangible assets.

•Include the impact to cost of sales from the sell-through of inventory that was stepped up in value.

•Exclude transaction costs of $25.5 million from the year ended December 31, 2024 and reflect such expenses in the year ended December 31, 2023.

•Include additional interest expense related to debt financing transactions.

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The unaudited pro-forma information should not be considered indicative of the results that would have occurred if the acquisition had been completed on January 1, 2023, nor is such unaudited pro-forma information necessarily indicative of future results.

(in millions)

Income before income taxes $ 113.3 $ 93.5

In July 2024, we completed the acquisition of a Phoenix, Arizona based natural aggregates business in our Construction Products segment, for a total purchase price of $35.0 million.

In April 2024, we 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 a total purchase price of $180.0 million. With operations in Alabama, California, and Oklahoma, Ameron is included in our Engineered Structures segment. The acquisition was funded with $160.0 million of borrowings under our revolving credit facility and cash on hand. The acquisition was recorded as a business combination based on a valuation of the assets acquired and liabilities assumed at their acquisition date fair value using Level 3 inputs. The final valuation resulted in the recognition of, among others, $60.8 million of property, plant, and equipment, $25.6 million of customer relationships, $18.1 million of inventory, $12.8 million of developed technology, $12.0 million of accounts receivable, $8.9 million of trademarks and $42.3 million of goodwill in our Engineered Structures segment. The acquired goodwill, which is tax-deductible, primarily relates to Ameron's market position and existing workforce.

2023 Acquisitions

In December 2023, we completed the acquisition of certain assets and liabilities of Lake Point Holdings, LLC and Lake Point Restoration LLC, (collectively "Lake Point") a Florida based natural aggregates business in our Construction Products segment, for a total purchase price of $65.1 million. The acquisition was funded with $60.0 million of borrowings under our revolving credit facility and cash on hand. The acquisition was recorded as a business combination based on a valuation of the assets acquired and liabilities assumed at their acquisition date fair value using Level 3 inputs. The final valuation resulted in the recognition of, among others, $13.3 million of property, plant, and equipment, $19.1 million of mineral reserves, $11.5 million of permits, and $15.6 million of goodwill in our Construction Products segment.

In October 2023, we completed the acquisition of certain assets and liabilities of a Florida based recycled aggregates business and a Phoenix, Arizona based recycled aggregates business, both of which are included in our Construction Products segment. The purchase prices of these acquisitions were not significant.

In September 2023, we completed the acquisition of certain assets and liabilities of a Houston, Texas based stabilized sand producer in our Construction Products segment. The purchase price of the acquisition was not significant.

In March 2023, we completed the stock acquisition of a Houston, Texas based shoring, trench, and excavation products business in our Construction Products segment. In February 2023, we completed the acquisition of certain assets and liabilities of a Phoenix, Arizona based recycled aggregates business in our Construction Products segment. The purchase prices of these acquisitions were not significant.

Divestitures

There were no divestitures completed during the year ended December 31, 2025.

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In August 2024, the Company completed the divestiture of its steel components business. The steel components business, previously reported in the Transportation Products segment, was a leading supplier of railcar coupling devices, railcar axles, and circular forgings. The total consideration for the divestiture was $110.0 million consisting of $55.0 million in cash, a $25.0 million seller's note and a $30.0 million earnout, for which the estimated fair value as of December 31, 2025 was $2.2 million. See Note 3. "Fair Value Accounting". During 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, which is presented within other operating income on the Consolidated Statements of Operations. During the year ended December 31, 2024, the Company recognized a loss of $21.6 million on the sale of the business, which is presented within other operating income on the Consolidated Statement of Operations. 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, and $153.3 million and $11.0 million, respectively, for the year end December 31, 2023. 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.

During the three months ended June 30, 2024, we completed the divestiture of certain assets and liabilities of a single-location asphalt and paving operation in our Construction Products segment and the sale of a non-operating facility in our Engineered Structures segment. The total consideration for these divestitures was $27.3 million. The Company recognized a net pre-tax gain of $12.5 million which is reflected in other operating income on the Consolidated Statement of Operations.

There were no divestitures completed during the year ended December 31, 2023.

Divestitures - Subsequent Event

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 barge business is a leading manufacturer of inland barges, fiberglass barge covers, winches, and marine hardware with operations located along the U.S. inland river systems. 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 divestiture is expected to close in the second quarter of 2026 and is subject to regulatory approval and other customary closing conditions. 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.

Other

In June 2023, the Company settled a $15.0 million holdback obligation from the 2021 acquisition of Southwest Rock upon the extension of a certain mineral reserve lease. Based on final negotiations with the seller, the holdback obligation was settled for $10.0 million and paid in June 2023. The $5.0 million difference between the settlement amount and the amount accrued at the time of acquisition was recorded as a reduction in cost of revenues in the Consolidated Statement of Operations.

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