Sterling Infrastructure reports $214.93M net income

Cover page 2 changes

3 unchanged paragraphs

For the quarterly period ended June September 30, 2026

22 unchanged paragraphs

The number of shares outstanding of the registrant s common stock as of July 31, October 27, 2026 30,588,518 30,502,537

3 unchanged paragraphs

Financial statements 135 changes

3 unchanged paragraphs

Three Months Ended June 30, Six Months Ended June 30,

Revenues $ 1,168,179 $ 614,468 $ 1,993,854 $ 1,045,417

Cost of revenues ( 878,222 ) ( 471,328 ) ( 1,509,601 ) ( 807,437 )

Gross profit 289,957 143,140 484,253 237,980

General and administrative expense ( 53,130 ) ( 33,987 ) ( 100,980 ) ( 68,618 )

Intangible asset amortization ( 7,492 ) ( 4,536 ) ( 14,585 ) ( 9,039 )

Acquisition related costs ( 12,528 ) ( 2,495 ) ( 13,935 ) ( 2,674 )

Earn-out expense ( 2,488 ) ( 1,343 ) ( 4,976 ) ( 2,686 )

Other operating income, net 4,942 3,785 7,298 5,677

Operating income 219,261 104,564 357,075 160,640

Interest income 3,803 6,901 7,441 13,728

Interest expense ( 3,094 ) ( 4,995 ) ( 7,108 ) ( 10,227 )

Income before income taxes 219,970 106,470 357,408 164,141

Income tax expense ( 51,324 ) ( 27,362 ) ( 84,997 ) ( 42,442 )

Net income, including noncontrolling interests 168,646 79,108 272,411 121,699

Less: Net income attributable to noncontrolling interests ( 12,820 ) ( 8,117 ) ( 20,616 ) ( 11,231 )

Net income attributable to Sterling common stockholders $ 155,826 $ 70,991 $ 251,795 $ 110,468

Three Months Ended September 30, Nine Months Ended September 30,

Revenues $ 1,563,927 $ 689,019 $ 3,557,781 $ 1,734,436

Cost of revenues ( 1,186,648 ) ( 518,803 ) ( 2,696,249 ) ( 1,326,240 )

Gross profit 377,279 170,216 861,532 408,196

General and administrative expenses ( 61,363 ) ( 37,585 ) ( 162,343 ) ( 106,203 )

Intangible asset amortization ( 8,382 ) ( 6,035 ) ( 22,967 ) ( 15,074 )

Acquisition related costs ( 2,136 ) ( 5,349 ) ( 16,071 ) ( 8,023 )

Earn-out expense ( 2,487 ) ( 1,343 ) ( 7,463 ) ( 4,029 )

Other operating income, net 3,931 5,405 11,229 11,082

Operating income 306,842 125,309 663,917 285,949

Interest income 2,035 5,677 9,476 19,405

Interest expense ( 1,874 ) ( 4,140 ) ( 8,982 ) ( 14,367 )

Loss on extinguishment of debt ( 1,265 ) ( 1,265 )

Income before income taxes 305,738 126,846 663,146 290,987

Income tax expense ( 76,059 ) ( 30,517 ) ( 161,056 ) ( 72,959 )

Net income, including noncontrolling interests 229,679 96,329 502,090 218,028

Less: Net income attributable to noncontrolling interests ( 14,746 ) ( 4,241 ) ( 35,362 ) ( 15,472 )

Net income attributable to Sterling common stockholders $ 214,933 $ 92,088 $ 466,728 $ 202,556

1 unchanged paragraph

Basic $ 5.08 $ 2.33 $ 8.21 $ 3.62

Diluted $ 5.00 $ 2.31 $ 8.09 $ 3.59

Basic $ 7.02 $ 3.02 $ 15.23 $ 6.64

Diluted $ 6.92 $ 2.97 $ 15.01 $ 6.56

1 unchanged paragraph

Basic 30,689 30,408 30,670 30,477

Diluted 31,143 30,762 31,110 30,804

Basic 30,609 30,519 30,650 30,491

Diluted 31,071 30,960 31,102 30,875

4 unchanged paragraphs

Goodwill 616,232 585,221

June September 30, December 31,

Cash and cash equivalents ($ 157,595 200,130 and $ 76,154 related to variable interest entities ( VIEs ))

Accounts receivable ($ 157,820 269,800 and $ 29,196 related to VIEs)

Contract assets ($ 157 656 and $ 5,057 related to VIEs)

Receivables from and equity in construction joint ventures 6,980 9,422 6,179

Other current assets 30,341 30,173 35,245

Total current assets 1,428,738 1,650,687 1,034,462

Property and equipment, net 322,888 357,743 278,269

Investment in unconsolidated subsidiaries 101,572 99,017 105,813

Operating lease right-of-use assets, net 51,922 68,446 58,167

Goodwill 628,053 585,221

Other intangibles, net 660,017 659,335 554,702

Other non-current assets, net 12,871 18,699 17,197

Total assets $ 3,194,240 3,481,980 $ 2,633,831

2 unchanged paragraphs

Accounts payable ($ 75,071 118,509 and $ 22,104 related to VIEs)

Contract liabilities ($ 166,783 248,619 and $ 89,630 related to VIEs)

Current maturities of long-term debt 15,141 143 15,146

Current portion of long-term lease obligations 14,613 14,743 18,679

Accrued compensation ($ 879 1,336 and $ 0 related to VIEs)

1 unchanged paragraph

Total current liabilities 1,291,082 1,592,229 1,022,454

Long-term debt 268,734 95,127 275,903

Long-term lease obligations 38,327 55,793 40,186

Deferred tax liability, net 129,410 134,911 123,145

Other long-term liabilities 76,138 48,976 65,708

Total liabilities 1,803,691 1,927,036 1,527,396

2 unchanged paragraphs

Noncontrolling interests 33,234 ( 2,082 )

Common stock, par value $ 0.01 per share; 58,000 shares authorized, 31,487 and 31,455 shares issued and 30,692 30,600 and 30,682 shares outstanding

Additional paid in capital 402,458 410,738 366,101

Treasury stock, at cost: 795 887 and 773 shares

Retained earnings 1,124,443 1,339,376 872,648

Total Sterling stockholders equity 1,357,315 1,507,944 1,108,517

Noncontrolling interests 47,000 ( 2,082 )

Total stockholders equity 1,390,549 1,554,944 1,106,435

Total liabilities and stockholders equity $ 3,194,240 3,481,980 $ 2,633,831

3 unchanged paragraphs

Six Months Ended June 30,

Nine Months Ended September 30,

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

4 unchanged paragraphs

15 unchanged paragraphs

1 unchanged paragraph

14 unchanged paragraphs

2 unchanged paragraphs

and 55 more changes in the filing

Note 2: BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES 5 changes

1 unchanged paragraph

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

3 unchanged paragraphs

Accounts Receivable Receivables are generally based on amounts billed to the customer in accordance with contractual provisions. Receivables are written off based on the individual credit evaluation and specific circumstances of the customer, when such treatment is warranted. The Company performs a review of outstanding receivables, historical collection information and existing economic conditions to determine if there are potential uncollectible receivables. At June September 30, 2026 and December 31, 2025, our allowance for our estimate of expected credit losses was zero .

1 unchanged paragraph

Many of the contracts under which the Company performs work also contain retainage provisions. Retainage refers to that portion of our billings held for payment by the customer pending satisfactory completion of the project. Unless reserved, the Company assumes that all amounts retained by customers under such provisions are fully collectible. At June September 30, 2026 and December 31, 2025, contract assets included $ 72.8 88.0 million and $ 40.7 million of retainage, respectively, and contract liabilities included $ 197.1 242.9 million and $ 147.6 million of retainage, respectively. Retainage on active contracts is classified as current regardless of the term of the contract and is generally collected within one year of the completion of a contract. We anticipate collecting approximately 60 50 % of our June September 30, 2026 retainage during the next twelve months, and the balance thereafter. Retainage is reported on the Condensed Consolidated Balance Sheets within Contract assets and Contract liabilities on a contract-by-contract basis at the end of each reporting period.

Contract assets increased by $ 55.1 66.9 million compared to December 31, 2025, primarily due to higher unbilled revenue and an increase in retainage. Contract liabilities increased by $ 150.2 265.1 million compared to December 31, 2025, primarily due to the timing of billings and work progression, partly offset by an increase in retainage. Revenue recognized for the three and six nine months ended June September 30, 2026 that was included in the contract liability balance on December 31, 2025 was $ 175.7 177.5 million and $ 488.4 665.9 million, respectively. Revenue recognized for the three and six nine months ended June September 30, 2025 that was included in the contract liability balance on December 31, 2024 was $ 108.5 72.8 million and $ 281.0 353.9 million, respectively.

Cash, Cash Equivalents and Restricted Cash Our cash and cash equivalents are comprised of highly liquid investments with original maturities of three months or less. The Company maintains its cash and cash equivalents at major financial institutions. The cash and cash equivalents balance at one or more of these financial institutions exceeds the Federal Depository Deposit Insurance Corporation ( FDIC ) insurance coverage. The Company periodically assesses the credit risk associated with these financial institutions and believes that the risk of loss is minimal. There was no restricted cash included in the Condensed Consolidated Balance Sheets at June September 30, 2026 and or December 31, 2025. respectively.

2 unchanged paragraphs

Note 3: ACQUISITIONS 31 changes

2 unchanged paragraphs

Both acquisitions are were accounted for using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations . The results of Stone Ridge and CEC since the date of acquisition are included within our E-Infrastructure Solutions segment.

6 unchanged paragraphs

Estimated Working capital adjustment 916 941

Total fair value of consideration transferred $ 178,007 178,132 $ 561,589 (1) The Stone Ridge earn-out arrangement requires the Company to pay up to $ 15 million based upon Stone Ridge s achievement of a certain EBITDA target. The CEC earn-out arrangement requires the Company to pay up to $ 80 million based upon CEC s achievement of certain operating income targets.

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

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

1 unchanged paragraph

Accounts receivable $ 27,155 27,148 $ 73,549

Contract assets 5,214 5,376 40,632

2 unchanged paragraphs

Contract liabilities ( 5,183 ) ( 53,555 )

Other non-current assets, net 1,497 1,496 25,820

Accounts payable ( 7,186 7,188 ) ( 45,460 )

Contract liabilities ( 4,979 ) ( 53,555 )

1 unchanged paragraph

Goodwill 31,411 308,856

Other current and non-current liabilities ( 3,280 3,611 ) ( 47,673 )

Total net tangible assets 27,096 27,121 24,933

Identifiable intangible assets 119,500 120,700 227,800

Goodwill 30,311 308,856

Total fair value of net assets acquired $ 178,007 178,132 $ 561,589

The purchase price allocations allocation for the CEC Acquisition was finalized during the third quarter of 2026. The purchase price allocation for the Stone Ridge and CEC Acquisitions are Acquisition is preliminary. Amounts provisionally assigned to working capital, identifiable intangible assets, and certain other assets and liabilities are subject to change as we complete our valuation procedures. We expect to finalize the allocations allocation as soon as practicable within the measurement periods, period, which will not exceed one year from the acquisition dates. date. Measurement period adjustments, if any, will be recorded in the period they are identified and may affect the amounts recognized for assets acquired, liabilities assumed, goodwill, and the intangible amortization in our results of operations.

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

2 unchanged paragraphs

(1) The customer relationship relationships intangible asset was valued using the multi period excess earnings method ( MPEEM ), an income based approach. This method estimates the present value of the future cash flows attributable to existing customers with consideration given to estimated customer attrition rates. Significant assumptions used in the valuation included projected revenues, operating margins, a customer attrition rate of 5 %, and a discount rate reflecting the risk inherent in the projected cash flows of 22 %.

(2) The trade name names intangible asset was valued using the relief from royalty method. Significant assumptions used in the valuation included projected revenues, an estimated royalty rate of 1 %, and a discount rate of 22 %.

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

2 unchanged paragraphs

(In thousands) Three Months Ended June 30, Six Months Ended June 30,

Pro forma revenue $ 1,198,129 $ 759,764 $ 2,061,986 $ 1,312,188

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

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

Supplemental Pro Forma Information (Unaudited) The following unaudited pro forma combined financial information ( the pro forma financial information ) gives effect to the Stone Ridge and CEC Acquisitions and related events as if they occurred at the beginning of the earliest applicable comparative period and primarily includes adjustments to (1) include additional intangible asset amortization associated with the acquisitions, (2) include tax and interest impacts, and (3) include the pro forma results of Stone Ridge and CEC for the three and six nine months ended June September 30, 2025, and (4) include the pro forma results of Stone Ridge for the nine months ended September 30, 2026. This pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved had the pro forma events taken place on the dates indicated. Further, the pro forma financial information does not purport to project the future operating results of the combined company following the acquisitions.

Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2026 2025 2026 2025

Pro forma revenue $ 1,563,927 $ 804,368 $ 3,625,913 $ 2,116,557

Pro forma net income attributable to Sterling common stockholders $ 164,802 214,933 $ 69,653 90,766 $ 265,223 480,052 $ 116,188 208,691

From the acquisition date of June 1, 2026 through June September 30, 2026, the revenue and net income associated with the Stone Ridge Acquisition did not have a material impact on our results of operations.

Note 4: REVENUE FROM CUSTOMERS 45 changes

1 unchanged paragraph

(In thousands) June September 30, 2026 December 31, 2025

E-Infrastructure Solutions RPOs $ 3,210,035 3,050,076 $ 1,843,536

Transportation Solutions RPOs 968,675 963,725 1,124,429

Building Solutions RPOs - Commercial 54,908 35,015 42,977

Total RPOs $ 4,233,618 4,048,816 $ 3,010,942

At June September 30, 2026, the Company expects to recognize approximately 74 72 % of its RPOs as revenue during the next 12 months, and substantially all of the remaining balance in the 12 to 24 months thereafter.

1 unchanged paragraph

(In thousands) Three Months Ended June September 30, Six Nine Months Ended June September 30,

1 unchanged paragraph

E-Infrastructure Solutions Revenues $ 905,001 $ 310,406 $ 1,502,733 $ 528,669

Heavy Highway 112,681 133,109 202,953 220,307

Aviation 22,770 15,797 43,952 27,308

Transportation Solutions Revenues 156,692 196,797 289,555 317,458

Residential 89,748 91,812 168,525 168,578

Commercial 16,738 15,453 33,041 30,712

Building Solutions Revenues 106,486 107,265 201,566 199,290

Total Revenues $ 1,168,179 $ 614,468 $ 1,993,854 $ 1,045,417

E-Infrastructure Solutions Revenues $ 1,302,739 $ 417,106 $ 2,805,472 $ 945,775

Heavy Highway 115,634 105,710 318,587 326,017

Aviation 24,506 18,855 68,458 46,163

Transportation Solutions Revenues 165,224 170,490 454,779 487,948

Residential 74,364 80,529 242,889 249,107

Commercial 21,600 20,894 54,641 51,606

Building Solutions Revenues 95,964 101,423 297,530 300,713

Total Revenues $ 1,563,927 $ 689,019 $ 3,557,781 $ 1,734,436

1 unchanged paragraph

Lump-Sum $ 741,426 $ 323,186 $ 1,275,360 $ 547,374

Fixed-Unit Price 257,339 200,034 457,116 326,596

Residential and Other 169,414 91,248 261,378 171,447

Total Revenues $ 1,168,179 $ 614,468 $ 1,993,854 $ 1,045,417

Lump-Sum $ 976,016 $ 418,815 $ 2,251,376 $ 966,189

Fixed-Unit Price 295,351 188,904 752,467 515,500

Residential and Other 292,560 81,300 553,938 252,747

Total Revenues $ 1,563,927 $ 689,019 $ 3,557,781 $ 1,734,436

1 unchanged paragraph

The Company has projects that it is in the process of negotiating, or awaiting final approval of, unapproved change orders and claims with its customers. The Company is proceeding with its contractual rights to recoup additional costs incurred from its customers based on completing work associated with change orders, including change orders with pending change order pricing, or claims related to significant changes in scope which resulted in substantial delays and additional costs in completing the work. Unapproved change order and claim information has been provided to the Company s customers and negotiations with the customers are ongoing. If additional progress with an acceptable resolution is not reached, legal action will be taken. Based upon the Company s review of the provisions of its contracts, specific costs incurred and other related evidence supporting the unapproved change orders and claims, together in some cases as necessary with the views of the Company s outside claim consultants, the Company concluded it was appropriate to include in project price amounts of $ 29.4 million and $ 2.9 million at both June September 30, 2026 and December 31, 2025, respectively, relating to unapproved change orders and claims. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined.

Accounting for long-term contracts and programs involves the use of various techniques to estimate total contract revenue and costs. For long-term contracts, the Company estimates the profit on a contract as the difference between the total estimated revenue and expected costs to complete a contract and recognizes such profit over the life of the contract. Contract estimates are based on various assumptions to project the outcome of future events that often span several years. These assumptions include labor productivity and availability, the complexity of the work to be performed, the cost and availability of materials and the performance of subcontractors. Changes in job performance, job conditions and estimated profitability, including those changes arising from contract penalty provisions and final contract settlements, may result in changes in revenue and are recognized in the period in which the changes are determined. Changes in contract estimates on performance obligations satisfied or partially satisfied in previous periods resulted in net revenue increases of $ 83.1 106.2 million and $ 138.9 245.1 million for the three and six nine months ended June September 30, 2026, respectively, and net revenue increases of $ 42.0 51.9 million and $ 72.5 124.3 million for the three and six nine months ended June September 30, 2025, respectively.

1 unchanged paragraph

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

1 unchanged paragraph

(In thousands) June September 30, 2026 December 31, 2025

Current assets - RHB s Balance Sheets $ 115,266 124,718 $ 118,101

Current liabilities - RHB s Balance Sheets $ 121,910 132,321 $ 123,940

1 unchanged paragraph

Three Months Ended June 30, Six Months Ended June 30,

(1) Includes a basis difference of $ 87.6 85.5 million and $ 91.9 million at June September 30, 2026 and December 31, 2025, respectively.

Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2026 2025 2026 2025

1 unchanged paragraph

Revenues $ 63,272 $ 61,321 $ 107,324 $ 104,767

Income before tax $ 13,037 $ 11,865 $ 20,666 $ 19,940

Revenues $ 57,632 $ 63,560 $ 164,956 $ 168,327

Income before tax $ 12,219 $ 15,102 $ 32,885 $ 35,042

2 unchanged paragraphs

(1) For each of the three and six nine months ended June September 30, 2026 and 2025, Sterling s portion of income before tax includes approximately $ 1.9 million and $ 3.7 5.6 million, respectively, of intangible asset amortization and approximately $ 275 thousand and $ 550 825 thousand, respectively, of depreciation expense related to the basis difference recognized in the deconsolidation of RHB on December 31, 2024.

Note 6: CONSTRUCTION JOINT VENTURES 15 changes

2 unchanged paragraphs

Three Months Ended June 30, Six Months Ended June 30,

(In thousands) June September 30, 2026 December 31, 2025

Current assets - Joint Ventures Balance Sheets $ 58,143 68,539 $ 33,326

Current liabilities - Joint Ventures Balance Sheets $ 40,690 44,983 $ 17,877

Receivables from and equity in construction joint ventures - Sterling's Balance Sheets $ 6,980 9,422 $ 6,179

Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2026 2025 2026 2025

1 unchanged paragraph

Revenues $ 23,076 $ 15,258 $ 44,633 $ 34,884

Income before tax $ ( 622 ) $ 2,641 $ 2,004 $ 2,804

Revenues $ 31,790 $ 13,595 $ 76,423 $ 48,479

Income before tax $ 6,103 $ ( 410 ) $ 8,107 $ 2,394

1 unchanged paragraph

Revenues $ 9,230 $ 6,104 $ 17,853 $ 13,954

Income before tax $ ( 249 ) $ 1,057 $ 801 $ 1,122

Revenues $ 12,716 $ 5,438 $ 30,569 $ 19,392

Income before tax $ 2,441 $ ( 164 ) $ 3,242 $ 958

1 unchanged paragraph

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

Note 7: PROPERTY AND EQUIPMENT 9 changes

1 unchanged paragraph

Office equipment 6,630 6,418

(In thousands) June September 30, 2026 December 31, 2025

Construction and transportation equipment $ 528,946 581,065 $ 460,223

Buildings and improvements 32,444 30,194 30,224

Office equipment 9,257 6,418

Total property and equipment 570,297 622,793 499,033

Less accumulated depreciation ( 247,409 265,050 ) ( 220,764 )

Total property and equipment, net $ 322,888 357,743 $ 278,269

Depreciation Expense Depreciation expense is primarily included within cost of revenues and was $ 17.5 19.4 million and $ 33.4 52.9 million for the three and six nine months ended June September 30, 2026, respectively, and $ 13.1 13.9 million and $ 25.6 39.5 million for the three and six nine months ended June September 30, 2025, respectively.

Note 8: OTHER INTANGIBLE ASSETS 6 changes

1 unchanged paragraph

June September 30, 2026 December 31, 2025

1 unchanged paragraph

Total 24 $ 772,460 $ ( 112,443 ) $ 652,560 $ ( 97,858 )

Customer relationships 24 $ 629,883 634,238 $ ( 94,155 101,029 ) $ 519,483 $ ( 82,344 )

Trade names 24 142,577 145,922 ( 18,288 19,796 ) 133,077 ( 15,514 )

Total 24 $ 780,160 $ ( 120,825 ) $ 652,560 $ ( 97,858 )

The Company s intangible amortization expense was $ 7.5 8.4 million and $ 14.6 23.0 million for the three and six nine months ended June September 30, 2026, respectively, and $ 4.5 6.0 million and $ 9.0 15.1 million for the three and six nine months ended June September 30, 2025, respectively.

Note 9: DEBT 25 changes

The Company s outstanding debt was as follows:

(In thousands) June 30, 2026 December 31, 2025

Term Loan Facility $ 285,000 $ 292,500

Revolving Credit Facility

Credit Facility 285,000 292,500

Total debt 285,305 292,882

Less - Current maturities of long-term debt ( 15,141 ) ( 15,146 )

Less - Unamortized debt issuance costs ( 1,430 ) ( 1,833 )

Total long-term debt $ 268,734 $ 275,903

Credit Facility At June 30, 2026, the Company and the subsidiary guarantors had an Amended and Restated Credit Agreement (the Credit Agreement ) that provided the Company with senior secured debt financing consisting of the following (collectively, the Credit Facility ): (i) a senior secured first lien term loan facility (the Term Loan Facility ) in the aggregate principal amount of $ 300 million and (ii) a senior secured first lien revolving credit facility (the Revolving Credit Facility ) in an aggregate principal amount of up to $ 150 million (with a $ 75 million limit for the issuance of letters of credit and a $ 15 million sublimit for swing line loans). The obligations under the Credit Facility were secured by substantially all assets of the Company and the subsidiary guarantors, subject to certain permitted liens and other customary exceptions.

As specified in the Credit Agreement, the loans under the Credit Facility bore interest at a base rate or the Secured Overnight Financing Rate ( SOFR ) plus an applicable margin based on the Total Net Leverage Ratio, at the Company s election. At June 30, 2026, the Company calculated interest using a SOFR rate of 3.74 % and an applicable margin of 1.25 % per annum, and had a weighted average interest rate of approximately 5.01 % per annum during the six months ended June 30, 2026. For the three and six months ended June 30, 2026, the Company made payments under the Term Loan Facility of $ 3.8 million and $ 7.5 million, respectively.

In addition to interest on debt borrowings, we were assessed quarterly commitment fees on the unutilized portion of the Revolving Credit Facility as well as letter of credit fees on outstanding instruments. At June 30, 2026, we had no outstanding borrowings under the Revolving Credit Facility.

On July 2, 2026, the Company and certain of its subsidiaries, as guarantors, entered into a Second Amended and Restated Credit Agreement (the Amended Credit Agreement ), which, among other things, extends the maturity of its Credit Facility to July 2031, expands the size of the Credit Facility, and provides additional flexibility for ongoing and future operations.

The Amended Credit Agreement replaces the Credit Agreement and will initially provide for revolving borrowings of up to $ 1.5 billion (the Revolving Loans ). Borrowings under the Revolving Loans may be repaid and reborrowed under the terms of the Amended Credit Agreement. The Amended Credit Agreement also provides the flexibility to establish an optional incremental facility (the Incremental Facility and, together with the Revolving Loans, the Amended Credit Facility ). The Amended Credit Facility will be used for, among other things, refinancing and prepaying existing indebtedness, capital expenditures, permitted acquisitions, and other general corporate purposes.

Additional features of the Amended Credit Facility include: (i) an increase in the base amount of the Incremental Facility from $ 400 million to $ 500 million, (ii) a reduction in the interest rate by eliminating the 10 -basis point SOFR adjustment and further reducing the overall pricing margins based on our Total Net Leverage Ratio and (iii) generally less restrictive covenants. Loans under the Credit Facilities bear interest at either a base rate or SOFR plus an applicable margin based on the Total Net Leverage Ratio.

The Amended Credit Agreement contains customary representations, affirmative and negative covenants and events of default. The obligations under the Amended Credit Facility remain secured by substantially all assets of the Company and the Subsidiary Guarantors, subject to certain liens and interests of other parties permitted by the Amended Credit Agreement.

In connection with the entry into the Amended Credit Agreement, the Company made a final payment of $ 285 million in respect of all principal and interest then outstanding on the Term Loan Facility on July 2, 2026 using proceeds from the Amended Credit Agreement. As of July 2, 2026, the Company had $ 90 million outstanding under the Revolving Loans under the Amended Credit Agreement.

Debt Issuance Costs The costs associated with the Credit Facility are reflected on the Condensed Consolidated Balance Sheets as a direct reduction from the related debt liability and amortized over the term of the facility. Amortization of debt issuance costs was $ 199 thousand and $ 403 thousand for the three and six months ended June 30, 2026, respectively, and $ 268 thousand and $ 575 thousand for the three and six months ended June 30, 2025, respectively, and was recorded as interest expense.

Compliance and Other As of June 30, 2026, we were in compliance with all of our restrictive and financial covenants under the Credit Agreement. The Company s debt is recorded at its carrying amount in the Condensed Consolidated Balance Sheets. Based upon the current market rates for debt with similar credit risk and maturities, at June 30, 2026 and December 31, 2025, the fair value of our debt outstanding approximated the carrying value, as interest was based on SOFR plus an applicable margin.

On July 2, 2026, the Company, as borrower, and certain of its subsidiaries, as guarantors (the Subsidiary Guarantors ), entered into a Second Amended and Restated Credit Agreement (the Amended Credit Agreement ) with BMO Bank N.A., as administrative agent, and the lenders party thereto. The Amended Credit Agreement amended and restated in its entirety the Company s Amended and Restated Credit Agreement, dated as of June 5, 2025 (the Prior Credit Agreement ), extending the maturity date to July 2, 2031, and providing for a $ 1.5 billion senior secured revolving credit facility with a $ 600 million letter of credit sublimit and a $ 50 million swing line sublimit (the Revolving Credit Facility ). The Amended Credit Agreement also permits the Company to establish an incremental facility, which may be used to (a) provide one or more tranches of term loans, (b) increase the revolving loans or (c) incur indebtedness in the form of pari passu secured indebtedness in an aggregate amount not to exceed the greater of $ 500 million and 100 % of the Company s EBITDA (as defined in the Amended Credit Agreement) on a pro forma basis for the most recently ended four fiscal quarter period, plus an unlimited amount so long as the Company s pro forma Total Net Leverage Ratio (as defined in the Amended Credit Agreement) does not exceed 2.00 to 1.00, subject to the satisfaction of certain conditions and obtaining commitments from lenders. The Amended Credit Agreement eliminated the 10 -basis-point SOFR credit spread adjustment included in the Prior Credit Agreement and revised the applicable pricing margins, which are based on the Company s Total Net Leverage Ratio.

In connection with entering into the Amended Credit Agreement, the Company repaid in full the $ 285 million of principal and interest then outstanding under the term loan facility of the Prior Credit Agreement using borrowings under the Revolving Credit Facility and cash on hand. The Company evaluated the amendment and restatement of the Prior Credit Agreement and the repayment of the term loan facility under ASC 470-50. The accounting treatment was determined separately for the term loan facility and the revolving credit facility of the Prior Credit Agreement, including an evaluation of changes in the participating lenders and, for the revolving credit facility, changes in borrowing capacity. The repayment of the term loan facility was accounted for as an extinguishment of debt. Accordingly, during the three and nine months ended September 30, 2026, the Company recognized a loss on extinguishment of debt of $ 1.3 million related to the write-off of unamortized debt issuance costs. Fees paid to new or continuing lenders and third-party costs related to the Revolving Credit Facility were accounted for based on the nature of the arrangement and the applicable debt-modification guidance.

Borrowings under the Revolving Credit Facility bear interest, at the Company s election, at either a base rate or the Secured Overnight Financing Rate ( SOFR ) plus an applicable margin based on the Company's Total Net Leverage Ratio. Borrowings may be repaid and reborrowed, subject to the terms and conditions of the Amended Credit Agreement. The Company is also required to pay commitment fees on the unused portion of the Revolving Credit Facility, based on the Company s Total Net Leverage Ratio, as well as letter of credit fees and fronting fees with respect to outstanding letters of credit.

The Amended Credit Agreement contains representations and warranties, affirmative and negative covenants, events of default, and financial covenants that require the Company to maintain, as of the last day of each fiscal quarter, (i) a maximum Total Net Leverage Ratio of 3.50 to 1.00 and (ii) a minimum Interest Coverage Ratio of 3.00 to 1.00, each as defined in the Amended Credit Agreement. The obligations under the Amended Credit Agreement are guaranteed by the Subsidiary Guarantors and are secured by substantially all assets of the Company and the Subsidiary Guarantors, subject to permitted liens and other customary exceptions.

At September 30, 2026, the Company had $ 95.0 million of borrowings and no letters of credit outstanding under the Revolving Credit Facility, leaving approximately $ 1.4 billion of available borrowing capacity, and was in compliance with all financial and other covenants under the Amended Credit Agreement. As of September 30, 2026, interest on two outstanding borrowings under the Revolving Credit Facility was calculated using SOFR rates of 3.74 % and 3.79 %, respectively, plus an applicable margin of 1.25 % per annum. The weighted average interest rate on the Company s borrowings under the Prior Credit Agreement and the Amended Credit Agreement was approximately 5.00 % per annum during the nine months ended September 30, 2026.

Debt Issuance Costs At September 30, 2026, the Company had $ 5.7 million of unamortized debt issuance costs associated with the Revolving Credit Facility. Because the costs relate to a revolving line-of-credit arrangement, the Company presents these costs within other non-current assets and amortizes them on a straight-line basis over the term of the Amended Credit Agreement, which approximates the effective interest method. Amortization of debt issuance costs was $ 303 thousand and $ 706 thousand for the three and nine months ended September 30, 2026, respectively, and $ 214 thousand and $ 789 thousand for the three and nine months ended September 30, 2025, respectively, and was recorded as interest expense.

Note 10: LEASE OBLIGATIONS 43 changes

2 unchanged paragraphs

Three Months Ended June 30, Six Months Ended June 30,

Operating lease cost $ 5,514 $ 5,780 $ 11,342 $ 11,529

Short-term lease cost $ 17,836 $ 7,062 $ 30,981 $ 12,792

Interest on lease liabilities 6 8 12 16

Total finance lease cost $ 40 $ 39 $ 79 $ 78

Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2026 2025 2026 2025

Operating lease cost $ 6,375 $ 5,406 $ 17,717 $ 16,935

Short-term lease cost $ 23,044 $ 7,902 $ 54,025 $ 20,694

Amortization of right-of-use assets $ 34 $ 31 32 $ 67 101 $ 62 94

Interest on lease liabilities 5 8 17 24

Total finance lease cost $ 39 $ 40 $ 118 $ 118

1 unchanged paragraph

(In thousands) Six Months Ended June 30,

(In thousands) Nine Months Ended September 30,

1 unchanged paragraph

Operating cash flows from operating leases $ 11,299 $ 11,506

Operating cash flows from finance leases $ 12 $ 16

Financing cash flows from finance leases $ 67 $ 62

Operating cash outflows from operating leases $ 18,562 $ 17,158

Operating cash outflows from finance leases $ 17 $ 24

Financing cash outflows from finance leases $ 101 $ 94

1 unchanged paragraph

Operating leases $ 2,452 $ 3,138

Operating leases $ 22,891 $ 3,500

1 unchanged paragraph

Operating Leases June September 30, 2026 December 31, 2025

Operating lease right-of-use assets $ 51,922 68,446 $ 58,167

Current portion of long-term lease obligations $ 14,613 14,743 $ 18,679

Long-term lease obligations 38,327 55,793 40,186

Total operating lease liabilities $ 52,940 70,536 $ 58,865

1 unchanged paragraph

Accumulated depreciation ( 1,124 1,143 ) ( 1,067 )

Property and equipment, net $ 304 285 $ 361

Current maturities of long-term debt $ 141 143 $ 136

Long-term debt 164 127 236

Total finance lease liabilities $ 305 270 $ 372

1 unchanged paragraph

Finance leases 2.0 2.6

Operating leases 4.9 4.0 5.0

Finance leases 1.8 2.6

1 unchanged paragraph

Operating leases 5.9 5.7 % 5.9 %

4 unchanged paragraphs

2026 (excluding the six months ended June 30, 2026) $ 10,472 $ 79

Total lease payments $ 61,765 $ 328

Less imputed interest ( 8,825 ) ( 23 )

Total $ 52,940 $ 305

2026 (excluding the nine months ended September 30, 2026) $ 5,529 $ 39

Total lease payments $ 82,999 $ 288

Less imputed interest ( 12,463 ) ( 18 )

Total $ 70,536 $ 270

Note 11: COMMITMENTS AND CONTINGENCIES 5 changes

1 unchanged paragraph

Property and Casualty The Company has a three-year Structured Reinsurance Program for workers compensation, general liability and Auto automobile liability, which is subject to a $ 1 million deductible per occurrence, followed by an umbrella program (workers compensation, general liability and Auto automobile liability) that is subject to a corridor deductible of $ 9 million. We accrue for probable losses, both reported and unreported, that are reasonably estimable using actuarial methods based on historic trends, modified, if necessary, by recent events. Changes in the Company's loss assumptions caused by changes in actual experience would affect our assessment of the ultimate liability and could have an effect on our operating results and financial position. The Company also maintains commercial insurance coverage in excess of the limits of our primary and umbrella commercial automobile, general liability and employers liability policies, in the amount of $ 70 90 million.

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

4 unchanged paragraphs

Purchase Commitments

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

The Company, including its construction joint ventures and its 50 % owned subsidiary, is now and may in the future be involved as a party to various legal proceedings that are incidental to the ordinary course of business. Management, after consultation with legal counsel, does not believe that the outcome of these actions will have a material impact on the Condensed Consolidated Financial Statements of the Company. As of June September 30, 2026, the Company is not aware of any pending legal proceedings that are expected to result in a material loss.

Note 12: INCOME TAXES 15 changes

1 unchanged paragraph

Three Months Ended June 30, Six Months Ended June 30,

Current federal tax expense $ 35,497 $ 16,861 $ 59,829 $ 27,779

Current state tax expense 11,471 5,737 18,903 9,249

Deferred federal tax expense 4,032 4,260 6,014 4,696

Income tax expense $ 51,324 $ 27,362 $ 84,997 $ 42,442

Cash paid (received) for income taxes $ 68,771 $ 33,605 $ 68,771 $ 33,566

Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2026 2025 2026 2025

Current federal tax expense $ 54,671 $ 19,618 $ 114,500 $ 47,397

Current state tax expense 15,887 7,057 34,790 16,306

Deferred federal tax expense 4,790 5,343 10,804 10,039

Deferred state tax (benefit) expense 324 504 251 718 711 ( 1,501 ) 962 ( 783 )

Income tax expense $ 76,059 $ 30,517 $ 161,056 $ 72,959

Cash paid for income taxes $ 51,043 $ 22,734 $ 119,814 $ 56,300

The effective income tax rate for the three and six nine months ended June September 30, 2026 was 23.3 24.9 % and 23.8 24.3 %, respectively. The rate varied from the statutory rate primarily as a result of non-deductible compensation, state income taxes, and other permanent differences. The Company incurred an approximately recognized tax benefits of $ 1.3 million 100 thousand and $ 2.2 2.3 million tax benefit for the three and six nine months ended June September 30, 2026, respectively, for increased tax deductions related to stock compensation.

1 unchanged paragraph

Uncertain Tax Positions Position ( UTP ) The Company has a UTP liability of $ 2.5 million and an additional liability related to the UTP for penalties of $ 504 thousand and interest of $ 570 625 thousand at June September 30, 2026. We recognize interest and penalties related to the UTP as interest expense and general and administrative expense, expenses, respectively. The UTP, including penalties and interest, is fully offset by an indemnification receivable at June September 30, 2026. The Company relieved $ 2.7 million of the recorded UTP in the six nine months ended June September 30, 2026, with no material impact to the Condensed Consolidated Statement of Operations due to the associated indemnification receivable.

Note 13: STOCK INCENTIVE PLAN AND OTHER EQUITY ACTIVITY 9 changes

General The Company has a stock incentive plan (the Stock Incentive Plan ) and an employee stock purchase plan (the ESPP ) that are administered by the Compensation and Talent Development Committee of the Board of Directors. Under the Stock Incentive Plan, the Company can issue shares to employees and directors in the form of restricted stock awards ( RSAs ), restricted stock units ( RSUs ) and performance share units ( PSUs ). Changes in common stock and additional paid in capital during the six nine months ended June September 30, 2026 primarily relate to activity associated with the Stock Incentive Plan, the ESPP, shares withheld for taxes and repurchases of the Company s common stock.

Share Grants During the six nine months ended June September 30, 2026, the Company granted the following awards under the Stock Incentive Plan:

4 unchanged paragraphs

Share Issuances During the six nine months ended June September 30, 2026, the Company issued the following shares under the Stock Incentive Plan and the ESPP:

2 unchanged paragraphs

RSUs (issued upon vesting) 13 33

1 unchanged paragraph

ESPP (issued upon sale) 3 4

Total shares issued 73 94

Stock-Based Compensation The Company recognized $ 7.9 11.0 million and $ 15.2 26.2 million of stock-based compensation expense during the three and six nine months ended June September 30, 2026, respectively. The Company recognized $ 5.2 5.6 million and $ 11.6 17.2 million of stock-based compensation expense during the three and six nine months ended June September 30, 2025, respectively. ESPP expense, which is included in the total stock-based compensation expense, was $ 150 207 thousand and $ 289 496 thousand for the three and six nine months ended June September 30, 2026, respectively, and $ 80 81 thousand and $ 167 248 thousand for the three and six nine months ended June September 30, 2025, respectively. Additionally, the Company has liability-based PSUs for which the number of shares awarded is not determined until the vesting date. During the three months ended June September 30, 2026 and 2025, the Company recognized $ 207 206 thousand and $ 348 364 thousand, respectively, as a liability and compensation expense. During the six nine months ended June September 30, 2026 and 2025, the Company recognized $ 413 619 thousand and $ 687 1,051 thousand, respectively, as a liability and compensation expense, and upon vesting, reclassified the grant date fair value of $ 732 thousand and $ 632 thousand, respectively, from a liability to additional paid in capital. Stock-based compensation expense is primarily recognized within general and administrative expense. expenses. The Company recognizes forfeitures as they occur, rather than estimating expected forfeitures.

Shares Withheld for Taxes The Company withheld 2 seven thousand and 26 33 thousand shares for taxes on the vesting of employee stock-based compensation for $ 1.2 4.1 million and $ 11.9 16.0 million during the three and six nine months ended June September 30, 2026, respectively.

Treasury Stock Effective November 12, 2025, the Board of Directors authorized a stock repurchase program, permitting the repurchase of up to $ 400 million of the Company s outstanding common stock. The stock repurchase program expires on November 12, 2027 and may be modified, extended or terminated by the Board of Directors at any time. Under the program, the Company may repurchase its common stock in the open market or through privately negotiated transactions at such times and at such prices as determined to be in the Company s best interest. The Company accounts for the repurchase of treasury shares under the cost method and during the three and six nine months ended June September 30, 2026, the Company repurchased 29 106 thousand and 69 175 thousand shares, respectively, of its common stock for $ 23.0 72.0 million and $ 35.3 107.3 million, respectively.

Note 14: EARNINGS PER SHARE 12 changes

The following table reconciles the numerators and denominators of the basic and diluted earnings per share computations for the three and six nine months ended June September 30, 2026 and 2025:

(In thousands, except per share data) Three Months Ended June September 30, Six Nine Months Ended June September 30,

1 unchanged paragraph

Net income attributable to Sterling common stockholders $ 155,826 $ 70,991 $ 251,795 $ 110,468

Net income attributable to Sterling common stockholders $ 214,933 $ 92,088 $ 466,728 $ 202,556

Weighted average common shares outstanding basic 30,689 30,408 30,670 30,477 30,609 30,519 30,650 30,491

Shares for dilutive unvested stock 454 354 440 327 462 441 452 384

Weighted average common shares outstanding diluted 31,143 30,762 31,110 30,804 31,071 30,960 31,102 30,875

1 unchanged paragraph

Basic $ 5.08 $ 2.33 $ 8.21 $ 3.62

Diluted $ 5.00 $ 2.31 $ 8.09 $ 3.59

Basic $ 7.02 $ 3.02 $ 15.23 $ 6.64

Diluted $ 6.92 $ 2.97 $ 15.01 $ 6.56

There were 20 two thousand and 11 20 thousand weighted average unvested shares that were excluded from the calculation of diluted EPS under the treasury stock method, as they were anti-dilutive, for the three and six nine months ended June September 30, 2026, respectively. There were 10 two thousand and 20 four thousand weighted average unvested shares that were excluded from the calculation of diluted EPS under the treasury stock method, as they were anti-dilutive, for the three and six nine months ended June September 30, 2025, respectively.

Note 15: SUPPLEMENTAL CASH FLOW INFORMATION 13 changes

1 unchanged paragraph

Six Months Ended June 30,

Nine Months Ended September 30,

1 unchanged paragraph

Accounts receivable $ ( 242,353 ) $ ( 94,143 )

Contracts in progress, net 95,135 47,138

Accounts payable 79,914 24,524

Accounts receivable $ ( 692,062 ) $ ( 165,891 )

Contracts in progress, net 200,090 46,358

Receivables from and equity in construction joint ventures ( 801 ) ( 2,157 3,243 ) 607

Receivable from affiliate 23,232 25,772

Other current and non-current assets ( 2,721 ) 19,833 ( 5,398 6,452 )

Accounts payable 144,381 5,316

Accrued compensation and other liabilities 48,206 ( 3,349 ) 127,267 40,844

Changes in operating assets and liabilities $ ( 22,620 203,734 ) $ ( 10,153 53,446 )

Note 16: RELATED PARTY TRANSACTIONS 1 change

The Company has a limited number of related party transactions. The most significant transactions relate to property leases with the management of certain subsidiaries who own or have an ownership interest in real estate and other companies. The leases are for office space, equipment yards or maintenance shops and have an annual cost of approximately $ 5 6 million. The leases expire at various points over the next one to seven six years . During the six nine months ended June September 30, 2026, the Company has performed work for and received services from entities owned or partially owned by the management of certain subsidiaries. For the work performed, three and nine months ended September 30, 2026, the Company earned recognized approximately $ 675 40 thousand and $ 1.9 million, in respectively, of revenue and from work performed for related parties. For the services received, incurred same periods, the Company recognized approximately $ 228 132 thousand and $ 270 402 thousand, respectively, of expense for the three and six months ended June 30, 2026, respectively. services received from related parties.

1 unchanged paragraph

Note 17: SEGMENT INFORMATION 81 changes

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

The following tables present segment revenues, significant segment expenses, and measures of segment profit or loss for the three and six nine months ended June September 30, 2026 and 2025:

(In thousands) Three Months Ended June September 30, Six Nine Months Ended June September 30,

1 unchanged paragraph

E-Infrastructure Solutions $ 905,001 $ 310,406 $ 1,502,733 $ 528,669

Transportation Solutions 156,692 196,797 289,555 317,458

Building Solutions 106,486 107,265 201,566 199,290

Total Revenues $ 1,168,179 $ 614,468 $ 1,993,854 $ 1,045,417

E-Infrastructure Solutions $ ( 658,943 ) $ ( 211,181 ) $ ( 1,094,015 ) $ ( 367,702 )

Transportation Solutions ( 125,810 ) ( 167,334 ) ( 238,320 ) ( 271,999 )

Building Solutions ( 93,469 ) ( 92,813 ) ( 177,266 ) ( 167,736 )

Total Cost of Revenues $ ( 878,222 ) $ ( 471,328 ) $ ( 1,509,601 ) $ ( 807,437 )

E-Infrastructure Solutions $ 246,058 $ 99,225 $ 408,718 $ 160,967

Transportation Solutions 30,882 29,463 51,235 45,459

Building Solutions 13,017 14,452 24,300 31,554

Total Gross Profit $ 289,957 $ 143,140 $ 484,253 $ 237,980

E-Infrastructure Solutions $ ( 30,011 ) $ ( 12,491 ) $ ( 54,226 ) $ ( 24,624 )

Transportation Solutions ( 7,078 ) ( 7,273 ) ( 14,345 ) ( 13,908 )

Building Solutions ( 2,803 ) ( 3,028 ) ( 6,147 ) ( 6,242 )

Segment General and Administrative Expense ( 39,892 ) ( 22,792 ) ( 74,718 ) ( 44,774 )

Corporate ( 13,238 ) ( 11,195 ) ( 26,262 ) ( 23,844 )

Total General and Administrative Expense $ ( 53,130 ) $ ( 33,987 ) $ ( 100,980 ) $ ( 68,618 )

E-Infrastructure Solutions $ 1,302,739 $ 417,106 $ 2,805,472 $ 945,775

Transportation Solutions 165,224 170,490 454,779 487,948

Building Solutions 95,964 101,423 297,530 300,713

Total Revenues $ 1,563,927 $ 689,019 $ 3,557,781 $ 1,734,436

E-Infrastructure Solutions $ ( 970,586 ) $ ( 288,757 ) $ ( 2,064,601 ) $ ( 656,459 )

Transportation Solutions ( 130,135 ) ( 144,134 ) ( 368,455 ) ( 416,133 )

Building Solutions ( 85,927 ) ( 85,912 ) ( 263,193 ) ( 253,648 )

Total Cost of Revenues $ ( 1,186,648 ) $ ( 518,803 ) $ ( 2,696,249 ) $ ( 1,326,240 )

E-Infrastructure Solutions $ 332,153 $ 128,349 $ 740,871 $ 289,316

Transportation Solutions 35,089 26,356 86,324 71,815

Building Solutions 10,037 15,511 34,337 47,065

Total Gross Profit $ 377,279 $ 170,216 $ 861,532 $ 408,196

(In thousands) Three Months Ended June September 30, Six Nine Months Ended June September 30,

General and Administrative Expense Expenses 2026 2025 2026 2025

E-Infrastructure Solutions $ ( 30,948 ) $ ( 17,656 ) $ ( 85,174 ) $ ( 42,280 )

Transportation Solutions ( 8,820 ) ( 7,384 ) ( 23,165 ) ( 21,292 )

Building Solutions ( 2,647 ) ( 2,803 ) ( 8,794 ) ( 9,045 )

Segment General and Administrative Expenses ( 42,415 ) ( 27,843 ) ( 117,133 ) ( 72,617 )

Corporate ( 18,948 ) ( 9,742 ) ( 45,210 ) ( 33,586 )

Total General and Administrative Expenses $ ( 61,363 ) $ ( 37,585 ) $ ( 162,343 ) $ ( 106,203 )

1 unchanged paragraph

E-Infrastructure Solutions $ ( 5,768 ) $ ( 2,967 ) $ ( 11,137 ) $ ( 5,934 )

E-Infrastructure Solutions $ ( 6,658 ) $ ( 4,079 ) $ ( 17,795 ) $ ( 10,013 )

1 unchanged paragraph

Building Solutions ( 1,724 ) ( 1,569 ) ( 3,448 ) ( 3,105 )

Total Intangible Amortization $ ( 7,492 ) $ ( 4,536 ) $ ( 14,585 ) $ ( 9,039 )

Building Solutions ( 1,724 ) ( 1,956 ) ( 5,172 ) ( 5,061 )

Total Intangible Amortization $ ( 8,382 ) $ ( 6,035 ) $ ( 22,967 ) $ ( 15,074 )

1 unchanged paragraph

E-Infrastructure Solutions $ 570 $ $ 1,258 $

Transportation Solutions 4,372 3,785 6,040 5,677

Total Other Operating Income, Net $ 4,942 $ 3,785 $ 7,298 $ 5,677

E-Infrastructure Solutions $ 210,849 $ 83,767 $ 344,613 $ 130,409

Transportation Solutions 28,176 25,975 42,930 37,228

Building Solutions 8,490 9,855 14,705 22,207

Segment Operating Income 247,515 119,597 402,248 189,844

Acquisition Related Costs ( 12,528 ) ( 2,495 ) ( 13,935 ) ( 2,674 )

Earn-out Expense ( 2,488 ) ( 1,343 ) ( 4,976 ) ( 2,686 )

Total Operating Income $ 219,261 $ 104,564 $ 357,075 $ 160,640

E-Infrastructure Solutions $ ( 32 ) $ $ 1,226 $

Transportation Solutions 3,963 5,405 10,003 11,082

Total Other Operating Income, Net $ 3,931 $ 5,405 $ 11,229 $ 11,082

E-Infrastructure Solutions $ 294,515 $ 106,614 $ 639,128 $ 237,023

Transportation Solutions 30,232 24,377 73,162 61,605

Building Solutions 5,666 10,752 20,371 32,959

Segment Operating Income 330,413 141,743 732,661 331,587

Corporate G&A Expense Expenses

Acquisition Related Costs ( 2,136 ) ( 5,349 ) ( 16,071 ) ( 8,023 )

Earn-out Expense ( 2,487 ) ( 1,343 ) ( 7,463 ) ( 4,029 )

Total Operating Income $ 306,842 $ 125,309 $ 663,917 $ 285,949

1 unchanged paragraph

(In thousands) Three Months Ended June September 30, Six Nine Months Ended June September 30,

1 unchanged paragraph

E-Infrastructure Solutions $ ( 12,860 ) $ ( 10,011 ) $ ( 24,708 ) $ ( 19,771 )

Transportation Solutions ( 3,866 ) ( 2,361 ) ( 7,253 ) ( 4,426 )

Building Solutions ( 367 ) ( 389 ) ( 731 ) ( 735 )

Corporate ( 392 ) ( 325 ) ( 734 ) ( 642 )

Total Depreciation $ ( 17,485 ) $ ( 13,086 ) $ ( 33,426 ) $ ( 25,574 )

E-Infrastructure Solutions $ ( 14,545 ) $ ( 10,569 ) $ ( 39,253 ) $ ( 30,340 )

Transportation Solutions ( 4,070 ) ( 2,589 ) ( 11,323 ) ( 7,015 )

Building Solutions ( 370 ) ( 394 ) ( 1,101 ) ( 1,129 )

Corporate ( 452 ) ( 326 ) ( 1,186 ) ( 968 )

Total Depreciation $ ( 19,437 ) $ ( 13,878 ) $ ( 52,863 ) $ ( 39,452 )

1 unchanged paragraph

(In thousands) June September 30, December 31,

2 unchanged paragraphs

and 1 more change in the filing

Forward-looking statements 108 changes

31 unchanged paragraphs

Stone Ridge Acquisition On June 1, 2026, Sterling acquired substantially all of the assets of Pocatello, Idaho-based Stone Ridge Contracting, LLC ( Stone Ridge ), a leading site development contractor. The purchase price was $178.0 $178.1 million, consisting primarily of $140.0 million in cash and $27.4 million in common stock. Additionally, Stone Ridge has an earn-out opportunity of up to $15 million, contingent upon achievement of a certain EBITDA target. Stone Ridge is included in the Company s E-Infrastructure Solutions segment.

2 unchanged paragraphs

We see favorable opportunities for long-term growth across each of our business segments. We remain focused on our strategic objectives, which include: 1) growth in our E-Infrastructure Solutions segment, with particular focus on large, high-value projects; 2) risk reduction through a continued shift in our Transportation Solutions business away from low-bid heavy highway work, and toward alternative delivery and design-build projects; 3) continuing to grow market share and geographic presence in Building Solutions; and 4) improving our margins and returns in each of our segments.

E-Infrastructure Solutions Our E-Infrastructure Solutions business is driven by our customers investments in the development of data centers, semiconductor fabrication, advanced manufacturing facilities, e-commerce distribution centers and warehouses. We foresee significant growth opportunities tied to the implementation of multi-year capital deployment plans by data center customers, including hyperscalers, colocation providers and others. These investments are driven by the need to support the increasing use of cloud computing applications, increasing adoption and complexity of artificial intelligence applications and digital transformation across industries. Additionally, we continue to see significant opportunity related to the construction of manufacturing capacity in the U.S., including semiconductor fabrication. Following a decline that began in 2023, the e-commerce distribution sector began to strengthen in 2025 and we expect this momentum to continue in through 2026 and beyond.

Transportation Solutions Our Transportation Solutions business is primarily driven by federal, state and municipal funding. Federal funds, on average, provide 50% of annual State Department of Transportation capital outlays for highway and bridge projects. We benefit from a number of federal, state and local infrastructure investment programs. At the Federal level, the Infrastructure Investments Investment and Jobs Act ( IIJA ), which establishes established funding for the fiscal 2022 through 2026 time period, drove significant increases in transportation funding relative to the previous five-year law. The IIJA includes approximately $643 billion in funding for transportation programs ($432 billion for highways, $109 billion for transportation and $102 billion for rail), of which $284 billion is an increase over historic investment levels that will fund new transportation infrastructure. The IIJA also includes $25 billion of funding for airport modernization. As a result of the IIJA, we saw an increase in bid activity and project awards which started began in the third quarter of 2022. and continued through 2025. In 2026, we expect that According to the combination U.S. Department of strong state-level funding Transportation, as of July 31, 2026, approximately $413 billion, or 76%, of the $546 billion in our core geographies and elevated available IIJA transportation funding had been obligated, while approximately $254 billion, or 47%, had been expended. Although the IIJA's original authorization period ended September 30, 2026, Congress enacted a temporary extension of federal surface transportation programs through December 11, 2026, generally maintaining existing program funding will allow levels. Congress is also considering a new five-year surface transportation reauthorization for fiscal years 2027 through 2031, with legislation having advanced through the House Transportation market to and Infrastructure Committee. While the timing and final funding levels of the next authorization remain elevated relative uncertain, continued federal investment, together with existing state and local funding programs, is expected to historical levels. support transportation infrastructure investment opportunities.

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

4 unchanged paragraphs

and 104 more changes in the filing

Market risk 4 changes

and 4 more changes in the filing

Controls and procedures 2 changes

2 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

and 2 more changes in the filing

Legal proceedings 1 change

and 1 more change in the filing

Unregistered sales of stock 7 changes

3 unchanged paragraphs

2 unchanged paragraphs

and 7 more changes in the filing

Other information 4 changes

and 4 more changes in the filing

Exhibits 1 change

22 unchanged paragraphs

1 unchanged paragraph

and 1 more change in the filing