Form 8-K
8-K — STERLING INFRASTRUCTURE, INC.
Accession: 0000874238-26-000100
Filed: 2026-08-03
Period: 2026-08-03
CIK: 0000874238
SIC: 1600 (HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS)
Item: Results of Operations and Financial Condition
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — strl-20260803.htm (Primary)
EX-99.1 (a20260803ex991earningsrele.htm)
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8-K — FORM 8-K
8-K (Primary)
Filename: strl-20260803.htm · Sequence: 1
strl-20260803
FALSE000087423800008742382026-08-032026-08-03
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 3, 2026
STERLING INFRASTRUCTURE, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-31993 25-1655321
(State or other jurisdiction of incorporation
or organization) (Commission File Number) (I.R.S. Employer
Identification No.)
1800 Hughes Landing Blvd.
The Woodlands, Texas
77380
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (281) 214-0777
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.01 par value per share STRL NASDAQ
(Title of Class) (Trading Symbol) (Name of each exchange on which registered)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On August 3, 2026, Sterling Infrastructure, Inc. (the “Company”) issued a press release announcing financial results for the three and six months ended June 30, 2026 and providing updated full year 2026 guidance. The press release is being furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information provided in this Item 2.02 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act, nor shall it be incorporated by reference in any filing made by the Company pursuant to the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto.
Item 7.01 Regulation FD Disclosure.
On August 4, 2026, the Company will host a conference call to discuss the second quarter 2026 results as well as corporate developments. The slides to be used during the conference call are being furnished with this Current Report on Form 8-K as Exhibit 99.2 and are incorporated herein by reference.
The information provided in this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act, nor shall it be incorporated by reference in any filing made by the Company pursuant to the Exchange Act or the Securities Act, other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
99.1
Press release, dated August 3, 2026
99.2
Presentation slides, dated August 4, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
STERLING INFRASTRUCTURE, INC.
Date:
August 3, 2026
By: /s/ Nicholas Grindstaff
Nicholas Grindstaff
Chief Financial Officer
EX-99.1
EX-99.1
Filename: a20260803ex991earningsrele.htm · Sequence: 2
Document
Exhibit 99.1
NEWS RELEASE
For Immediate Release:
August 3, 2026
Sterling Reports Record Second Quarter Results and Raises Full Year 2026 Guidance
THE WOODLANDS, TX – August 3, 2026 – Sterling Infrastructure, Inc. (NasdaqGS: STRL) (“Sterling” or the “Company”) today announced strong financial results for the second quarter of 2026.
The financial comparisons herein are to the prior year quarter, unless otherwise noted.
Second Quarter 2026
Results:
•Revenues of $1.17 billion increased by 90%. Acquisitions(1) contributed $250.8 million of revenue in the quarter.
•Net income of $155.8 million, or $5.00 per diluted share, increases of 120% and 116% respectively.
•EBITDA(2) of $233.6 million, an increase of 101%.
Adjusted Results:
•Adjusted net income(2) of $180.8 million, or $5.80 per diluted share, increases of 118% and 116%, respectively.
•Adjusted EBITDA(2) of $256.7 million, an increase of 104%.
Additional Financial Metrics:
•Cash flows from operations totaled $328.0 million for the six months ended June 30, 2026.
•Cash and cash equivalents totaled $464.5 million at June 30, 2026.
•Backlog at June 30, 2026 was $4.33 billion, up 116% from the prior year period. Backlog increased 50% year-over-year on an organic basis.
•Combined Backlog(3) at June 30, 2026 was $5.62 billion, up 150% from the prior year period. Combined backlog increased 36% year-over-year on an organic basis.
•Second quarter 2026 book-to-burn ratios were 1.4x for Backlog and 1.3x for Combined Backlog, exclusive of the impact of the Stone Ridge acquisition.
CEO Remarks and Outlook
“We delivered an outstanding second quarter, with adjusted net income increasing 118% to deliver adjusted diluted EPS of $5.80. Revenue grew 90%, including organic growth of approximately 50%, and strong adjusted EBITDA margins of 22%. Year-to-date operating cash flow generation totaled $328 million,” stated Joe Cutillo, Sterling’s Chief Executive Officer. “These results are a testament to the outstanding execution of our teams across the organization, and we are incredibly proud of their continued performance.”
“Demand across our end markets remains strong, as reflected in robust bidding and award activity during the quarter and continued expansion of our multi-year visibility. We ended the quarter with signed backlog of $4.3 billion, up 116%, and combined backlog of $5.6 billion, up 150%. In addition, our pipeline of high-probability future phase work continues to
(1) Acquisitions includes CEC and Stone Ridge.
(2) See “Non-GAAP Measures”, “Adjusted Net Income Reconciliation”, and “EBITDA Reconciliation” sections below for more information.
(3) Combined Backlog includes Unsigned Awards of $1.28 billion at June 30, 2026, with $1.24 billion of Unsigned Awards contributed from CEC and Stone Ridge.
expand and now exceeds $1.4 billion. Collectively, our signed backlog, unsigned awards, and future phase opportunities provide visibility into a total addressable pool of work of more than $7.0 billion, an increase of more than $2.5 billion since year-end 2025.”
Mr. Cutillo continued, “Looking more closely at our segment performance, E-Infrastructure Solutions delivered another outstanding quarter, with revenue increasing 192% and adjusted operating income growing 148%. These results were driven by strong performance across both organic and acquired operations. The legacy site development business generated 111% revenue growth, reflecting significant growth across all regions, and operating margins expanded both year-over-year and sequentially. Demand for CEC’s electrical services also remained exceptionally strong, with revenue increasing 140% compared to the pre-acquisition second quarter and margins improving on both a year-over-year and sequential basis.
E-Infrastructure signed backlog increased 165% over the prior year quarter. Mission-critical projects—including data centers, manufacturing, and semiconductor facilities—represented 92% of E-Infrastructure backlog at quarter end. We continue to see significant opportunities for both Sterling’s best-in-class site development services and CEC’s mission-critical electrical services, reinforcing our confidence in the multi-year growth trajectory of this business.
In Transportation Solutions, revenue declined 20% compared to the prior year period, while adjusted operating income increased 8%. The revenue decline reflects our ongoing reallocation of resources from transportation projects to higher-margin E-Infrastructure opportunities; this shift is now taking place at an accelerated pace.
In Building Solutions, revenue declined 1%, reflecting relatively flat levels of homebuilder activity, while adjusted operating income decreased 11%. We expect market conditions to remain challenging through 2026 as housing affordability pressures continue to affect prospective homebuyers, but remain optimistic on the long-term growth opportunities in our key geographies.”
“Our strong second quarter results strengthen our conviction that 2026 will be another exceptional year for Sterling. As a result, we are raising our 2026 guidance to reflect the momentum across our businesses, the continued expansion of our backlog and future phase opportunities, our increasing visibility into future growth, and the contribution from the Stone Ridge acquisition. At the midpoint, our 2026 guidance would represent 64% year-over-year revenue growth, 84% growth in adjusted diluted earnings per share, and 79% growth in adjusted EBITDA—positioning Sterling for another year of exceptional execution, profitable growth, and long-term value creation,” Mr. Cutillo concluded.
Full Year 2026 Guidance
•Revenue of $4.00 billion to $4.15 billion
•Net Income of $536 million to $555 million
•Diluted EPS of $17.25 to $17.85
•EBITDA(1) of $829 million to $854 million
Full Year 2026 Adjusted Guidance
Please see the “Adjusted Net Income Guidance Reconciliation” and “EBITDA Guidance Reconciliation” sections below for reconciliations of GAAP to non-GAAP measures and comparable 2025 results.
•Adjusted Net Income(1) of $612 million to $631 million
•Adjusted Diluted EPS(1) of $19.70 to $20.30
•Adjusted EBITDA(1) of $891 million to $916 million
(1) See “Non-GAAP Measures”, “Adjusted Net Income Guidance Reconciliation” and “EBITDA Guidance Reconciliation” sections below for more information.
Conference Call
Sterling’s management will hold a conference call to discuss these results and recent corporate developments on Tuesday, August 4, 2026 at 9:00 a.m. ET/8:00 a.m. CT. Interested parties may participate in the call by dialing (800) 836-8184. Please call in 10 minutes before the conference call is scheduled to begin and ask for the Sterling Infrastructure call. To coincide with the conference call, Sterling will post a slide presentation at www.strlco.com on the Events & Presentations section of the Investor Relations tab. Following management’s opening remarks, there will be a question and answer session.
To listen to a simultaneous webcast of the call, please go to the Company’s website at www.strlco.com at least 15 minutes early to download and install any necessary audio software. If you are unable to listen live, the conference call webcast will be archived on the Company’s website for 30 days.
About Sterling
Sterling operates through a variety of subsidiaries within three segments specializing in E-Infrastructure, Transportation and Building Solutions in the United States, primarily across the Southern, Northeastern, Mid-Atlantic and Rocky Mountain regions and the Pacific Islands. E-Infrastructure Solutions provides advanced, large-scale site development services and mission-critical electrical services for data centers, semiconductor fabrication, manufacturing, distribution centers, warehousing, power generation and more. Transportation Solutions includes infrastructure and rehabilitation projects for highways, roads, bridges, airports, ports, rail and storm drainage systems. Building Solutions includes residential and commercial concrete foundations for single-family and multi-family homes, parking structures, elevated slabs, other concrete work, plumbing services, and surveys for new single-family residential builds. From strategy to operations, we are committed to sustainability by operating responsibly to safeguard and improve society’s quality of life. Caring for our people and our communities, our customers and our investors – that is The Sterling Way.
Joe Cutillo, CEO, “We build and service the infrastructure that enables our economy to run,
our people to move and our country to grow.”
Important Information for Investors and Stockholders
Non-GAAP Measures
This press release contains “Non-GAAP” financial measures as defined under Regulation G of the amended U.S. Securities Exchange Act of 1934. The Company reports financial results in accordance with U.S. generally accepted accounting principles (“GAAP”), but the Company believes that certain Non-GAAP financial measures provide useful supplemental information to investors regarding the underlying business trends and performance of the Company’s ongoing operations and are useful for period-over-period comparisons of those operations.
Non-GAAP measures may include adjusted net income, adjusted operating income, adjusted EPS, EBITDA and adjusted EBITDA, in each case excluding the impacts of certain identified items. The excluded items represent items that the Company does not consider to be representative of its normal operations. The Company believes that these measures are useful for investors to review, because they provide a consistent measure of the underlying financial results of the Company’s ongoing business and, in the Company’s view, allow for a supplemental comparison against historical results and expectations for future performance. Furthermore, the Company uses each of these to measure the performance of the Company’s operations for budgeting and forecasting, as well as for determining employee incentive compensation. However, Non-GAAP measures should not be considered as substitutes for net income, EPS, or other data prepared and reported in accordance with GAAP and should be viewed in addition to the Company’s reported results prepared in accordance with GAAP.
Reconciliations of Non-GAAP financial measures to the most comparable GAAP measures are provided in the tables included within this press release.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains statements that are considered forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are subject to a number of risks and uncertainties, many of which are
beyond our control, which may include statements about: the anticipated benefits of the CEC and Stone Ridge acquisitions; our business strategy; our financial strategy; our industry outlook; our guidance; our expected earnings and margin growth; our pool of future work; and our plans, objectives, expectations, forecasts, outlook and intentions. All of these types of statements, other than statements of historical fact included in this press release, are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “guidance,” “continue,” the negative of such terms or other comparable terminology. The forward-looking statements contained in this press release are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this press release are not guarantees of future performance, and we cannot assure any reader that such statements will be realized or the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to factors listed in the “Risk Factors” section in our filings with the U.S. Securities and Exchange Commission and elsewhere in those filings. Additional factors or risks that we currently deem immaterial, that are not presently known to us or that arise in the future could also cause our actual results to differ materially from our expected results. Given these uncertainties, investors are cautioned that many of the assumptions upon which our forward-looking statements are based are likely to change after the date the forward-looking statements are made. The forward-looking statements speak only as of the date made, and we undertake no obligation to publicly update or revise any forward-looking statements for any reason, whether as a result of new information, future events or developments, changed circumstances, or otherwise, notwithstanding any changes in our assumptions, changes in business plans, actual experience or other changes. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.
Company Contact:
Sterling Infrastructure, Inc.
Noelle Dilts, VP Investor Relations and Corporate Strategy
281-214-0795
STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
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
Net income per share attributable to Sterling common stockholders:
Basic $ 5.08 $ 2.33 $ 8.21 $ 3.62
Diluted $ 5.00 $ 2.31 $ 8.09 $ 3.59
Weighted average common shares outstanding:
Basic 30,689 30,408 30,670 30,477
Diluted 31,143 30,762 31,110 30,804
STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
SEGMENT INFORMATION
(In thousands)
(Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
Revenues 2026 % of Revenue 2025 % of Revenue 2026 % of Revenue 2025 % of Revenue
E-Infrastructure Solutions $ 905,001 78% $ 310,406 51% $ 1,502,733 75% $ 528,669 51%
Transportation Solutions 156,692 13% 196,797 32% 289,555 15% 317,458 30%
Building Solutions 106,486 9% 107,265 17% 201,566 10% 199,290 19%
Total Revenues $ 1,168,179 $ 614,468 $ 1,993,854 $ 1,045,417
Operating Income
E-Infrastructure Solutions $ 210,849 23.3% $ 83,767 27.0% $ 344,613 22.9% $ 130,409 24.7%
Transportation Solutions 28,176 18.0% 25,975 13.2% 42,930 14.8% 37,228 11.7%
Building Solutions 8,490 8.0% 9,855 9.2% 14,705 7.3% 22,207 11.1%
Segment Operating Income 247,515 21.2% 119,597 19.5% 402,248 20.2% 189,844 18.2%
Corporate G&A Expense
(13,238) (11,195) (26,262) (23,844)
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 18.8% $ 104,564 17.0% $ 357,075 17.9% $ 160,640 15.4%
STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
(Unaudited)
June 30, December 31,
2026 2025
Assets
Current assets:
Cash and cash equivalents $ 464,451 $ 390,721
Accounts receivable 770,671 501,163
Contract assets 156,295 101,154
Receivables from and equity in construction joint ventures 6,980 6,179
Other current assets 30,341 35,245
Total current assets 1,428,738 1,034,462
Property and equipment, net 322,888 278,269
Investment in unconsolidated subsidiaries 101,572 105,813
Operating lease right-of-use assets, net 51,922 58,167
Goodwill 616,232 585,221
Other intangibles, net 660,017 554,702
Other non-current assets, net 12,871 17,197
Total assets $ 3,194,240 $ 2,633,831
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable $ 316,019 $ 226,810
Contract liabilities 802,601 652,357
Current maturities of long-term debt 15,141 15,146
Current portion of long-term lease obligations 14,613 18,679
Accrued compensation 71,975 62,657
Other current liabilities 70,733 46,805
Total current liabilities 1,291,082 1,022,454
Long-term debt 268,734 275,903
Long-term lease obligations 38,327 40,186
Deferred tax liability, net 129,410 123,145
Other long-term liabilities 76,138 65,708
Total liabilities 1,803,691 1,527,396
Stockholders’ equity:
Common stock 315 315
Additional paid in capital 402,458 366,101
Treasury stock, at cost (169,901) (130,547)
Retained earnings 1,124,443 872,648
Total Sterling stockholders’ equity 1,357,315 1,108,517
Noncontrolling interests 33,234 (2,082)
Total stockholders’ equity 1,390,549 1,106,435
Total liabilities and stockholders’ equity $ 3,194,240 $ 2,633,831
STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six Months Ended June 30,
2026 2025
Cash flows from operating activities:
Net income $ 272,411 $ 121,699
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 48,011 34,613
Amortization of debt issuance costs and non-cash interest 342 472
Gain on disposal of property and equipment (1,243) (1,340)
Changes in the fair value of earn-outs 4,976 2,686
Distribution of earnings from unconsolidated subsidiaries 10,813 10,319
Equity in earnings from unconsolidated subsidiaries (6,573) (5,677)
Deferred taxes 6,265 5,414
Stock-based compensation 15,639 12,278
Changes in operating assets and liabilities (22,620) (10,153)
Net cash provided by operating activities 328,021 170,311
Cash flows from investing activities:
Acquisitions, net of cash acquired (139,985) (37,860)
Capital expenditures (69,646) (31,262)
Proceeds from sale of property and equipment 3,132 2,645
Net cash used in investing activities (206,499) (66,477)
Cash flows from financing activities:
Repayments of debt (7,577) (17,275)
Capital contributions from noncontrolling interest owners 14,700 —
Repurchase of common stock (35,256) (43,846)
Withholding taxes paid on net share settlement of equity awards (11,892) (6,126)
Payments of earn-outs (7,767) —
Debt issuance costs — (1,409)
Net cash used in financing activities (47,792) (68,656)
Net change in cash, cash equivalents, and restricted cash 73,730 35,178
Cash, cash equivalents and restricted cash at beginning of period 390,721 664,195
Cash, cash equivalents and restricted cash at end of period 464,451 699,373
Less: restricted cash — —
Cash and cash equivalents at end of period $ 464,451 $ 699,373
STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
ADJUSTED NET INCOME RECONCILIATION
(In thousands, except per share data)
(Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net income attributable to Sterling common stockholders $ 155,826 $ 70,991 $ 251,795 $ 110,468
Non-cash stock-based compensation 8,142 5,595 15,639 12,278
Intangible asset amortization (1)
9,364 6,408 18,328 12,782
Acquisition related costs 12,528 2,495 13,935 2,674
Earn-out expense 2,488 1,343 4,976 2,686
Tax impact of adjustments (7,588) (4,071) (12,575) (7,866)
Adjusted net income attributable to Sterling common stockholders (2)
$ 180,760 $ 82,761 $ 292,098 $ 133,022
Net income per share attributable to Sterling common stockholders:
Basic $ 5.08 $ 2.33 $ 8.21 $ 3.62
Diluted $ 5.00 $ 2.31 $ 8.09 $ 3.59
Adjusted net income per share attributable to Sterling common stockholders:
Basic $ 5.89 $ 2.72 $ 9.52 $ 4.36
Diluted $ 5.80 $ 2.69 $ 9.39 $ 4.32
Weighted average common shares outstanding:
Basic 30,689 30,408 30,670 30,477
Diluted 31,143 30,762 31,110 30,804
(1) For each of the three and six months ended June 30, 2026 and 2025, intangible asset amortization includes $1,872 and $3,743, respectively, related to the basis difference recognized upon the deconsolidation of RHB on December 31, 2024.
(2) The Company defines adjusted net income attributable to Sterling common stockholders as GAAP net income attributable to Sterling common stockholders excluding non-cash stock-based compensation, intangible asset amortization, acquisition related costs, earn-out (income) expense, and the income tax impact of these adjustments. The tax impact of adjustments is determined by using the Company's annual effective tax rate, unless the nature of the item requires application of a specific tax rate.
STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
EBITDA RECONCILIATION
(In thousands)
(Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net income attributable to Sterling common stockholders $ 155,826 $ 70,991 $ 251,795 $ 110,468
Depreciation and amortization (1)
27,124 19,769 52,304 38,906
Interest income, net (709) (1,906) (333) (3,501)
Income tax expense 51,324 27,362 84,997 42,442
EBITDA (2)
233,565 116,216 388,763 188,315
Non-cash stock-based compensation 8,142 5,595 15,639 12,278
Acquisition related costs 12,528 2,495 13,935 2,674
Earn-out expense 2,488 1,343 4,976 2,686
Adjusted EBITDA (3)
$ 256,723 $ 125,649 $ 423,313 $ 205,953
(1) For each of the three and six months ended June 30, 2026 and 2025, depreciation and amortization includes $1,872 and $3,743, respectively, of intangible asset amortization and $275 and $550, respectively, of depreciation expense related to the basis difference recognized upon the deconsolidation of RHB.
(2) The Company defines EBITDA as GAAP net income attributable to Sterling common stockholders adjusted for depreciation and amortization, net interest income/expense and income tax expense.
(3) The Company defines adjusted EBITDA as EBITDA excluding the impact of non-cash stock-based compensation, acquisition related costs, and earn-out expense.
STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
NON-GAAP SEGMENT INFORMATION
(In thousands)
(Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
Adjusted Operating Income 2026 % of Revenue 2025 % of Revenue 2026 % of Revenue 2025 % of Revenue
E-Infrastructure Solutions $ 217,833 24.1% $ 87,718 28.3% $ 358,163 23.8% $ 138,301 26.2%
Transportation Solutions 30,495 19.5% 28,271 14.4% 47,573 16.4% 41,848 13.2%
Building Solutions 10,537 9.9% 11,797 11.0% 18,803 9.3% 26,031 13.1%
Adjusted Segment Operating Income 258,865 22.2% 127,786 20.8% 424,539 21.3% 206,180 19.7%
Corporate G&A Expense (7,082) (7,381) (14,586) (15,120)
Total Adjusted Operating Income (1)
$ 251,783 21.6% $ 120,405 19.6% $ 409,953 20.6% $ 191,060 18.3%
(1) The Company defines adjusted operating income as GAAP operating income excluding the impact of non-cash stock-based compensation, intangible asset amortization, acquisition related costs, and earn-out expense. For the three months ended June 30, 2026, GAAP operating income of $219,261 is adjusted to exclude $8,142 of non-cash stock-based compensation, $9,364 of intangible asset amortization (including $1,872 related to the basis difference of RHB), $12,528 of acquisition related costs, and $2,488 of earn-out expense.
For the six months ended June 30, 2026, GAAP operating income of $357,075 is adjusted to exclude $15,639 of non-cash stock-based compensation, $18,328 of intangible asset amortization (including $3,743 related to the basis difference of RHB), $13,935 of acquisition related costs, and $4,976 of earn-out expense.
For the three months ended June 30, 2025, GAAP operating income of $104,564 is adjusted to exclude $5,595 of non-cash stock-based compensation, $6,408 of intangible asset amortization (including $1,872 related to the basis difference of RHB), $2,495 of acquisition related costs, and $1,343 of earn-out expense.
For the six months ended June 30, 2025, GAAP operating income of $160,640 is adjusted to exclude $12,278 of non-cash stock-based compensation, $12,782 of intangible asset amortization (including $3,743 related to the basis difference of RHB), $2,674 of acquisition related costs, and $2,686 of earn-out expense.
STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
ADJUSTED NET INCOME GUIDANCE RECONCILIATION
(In millions, except per share data)
(Unaudited)
Full Year 2026 Guidance Full Year
Low High 2025 Actual
Net income attributable to Sterling common stockholders $ 536 $ 555 $ 290
Non-cash stock-based compensation 38 38 24
Intangible asset amortization (1)
39 39 30
Acquisition related costs 14 14 8
Earn-out expense (income) 10 10 (1)
Income tax impact of adjustments (25) (25) (15)
Adjusted net income attributable to Sterling common stockholders (2)
$ 612 $ 631 $ 337
Net income per share attributable to Sterling common stockholders:
Diluted $ 17.25 $ 17.85 $ 9.38
Adjusted net income per share attributable to Sterling common stockholders:
Diluted $ 19.70 $ 20.30 $ 10.88
Weighted average common shares outstanding:
Diluted (2026 is approximate) 31.1 31.1 30.9
(1) Full year 2026 guidance and full year 2025 actual include intangible asset amortization of approximately $7.5 million related to the basis difference recognized in the deconsolidation of RHB.
(2) The Company defines adjusted net income attributable to Sterling common stockholders as GAAP net income attributable to Sterling common stockholders excluding the impact of non-cash stock-based compensation, intangible asset amortization, acquisition related costs, earn-out expense (income), and the income tax impact of these adjustments. The tax impact of adjustments is determined by using the Company's annual effective tax rate, unless the nature of the item requires application of a specific tax rate.
STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
EBITDA GUIDANCE RECONCILIATION
(In millions)
(Unaudited)
Full Year 2026 Guidance Full Year 2025
Low High Actual
Net income attributable to Sterling common stockholders $ 536 $ 555 $ 290
Depreciation and amortization (1)
111 114 86
Interest expense (income), net (1) (4) (3)
Income tax expense 183 189 99
EBITDA (2)
829 854 472
Non-cash stock-based compensation 38 38 24
Acquisition related costs 14 14 8
Earn-out expense (income) 10 10 (1)
Adjusted EBITDA(3)
$ 891 $ 916 $ 504
(1) Full year 2026 guidance and full year 2025 actual include depreciation and intangible asset amortization of approximately $1.1 million and $7.5 million, respectively, related to the basis difference recognized in the deconsolidation of RHB.
(2) The Company defines EBITDA as GAAP net income attributable to Sterling common stockholders, adjusted for depreciation and amortization, net interest income/expense, and income tax expense.
(3) The Company defines adjusted EBITDA as EBITDA excluding the impact of non-cash stock-based compensation, acquisition related costs, and earn-out expense (income).
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We build and service the infrastructure that enables our economy to run, our people to move, and our country to grow. Q2 2026 EARNINGS CALL August 4, 2026
2Sterling | STRL: Second Quarter 2026 DISCLOSURE: Forward-Looking Statements This presentation contains, and the officers and directors of the Company may from time to time make, statements that are considered forward- looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control, which may include statements about: the anticipated benefits of the CEC and Stone Ridge acquisitions; our business strategy; our financial strategy; our industry outlook; our guidance; our expected earnings and margin growth; our pool of future work; and our plans, objectives, expectations, forecasts, outlook and intentions. All of these types of statements, other than statements of historical fact included in this presentation, are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” "would," “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” "guidance," “continue,” the negative of such terms or other comparable terminology. The forward-looking statements contained in this presentation are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward- looking statements contained in this presentation are not guarantees of future performance, and we cannot assure any reader that such statements will be realized or the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to factors listed in the “Risk Factors” section in our filings with the U.S. Securities and Exchange Commission and elsewhere in those filings. Additional factors or risks that we currently deem immaterial, that are not presently known to us or that arise in the future could also cause our actual results to differ materially from our expected results. Given these uncertainties, investors are cautioned that many of the assumptions upon which our forward-looking statements are based are likely to change after the date the forward-looking statements are made. The forward-looking statements speak only as of the date made, and we undertake no obligation to publicly update or revise any forward-looking statements for any reason, whether as a result of new information, future events or developments, changed circumstances, or otherwise, notwithstanding any changes in our assumptions, changes in business plans, actual experience or other changes. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf. This presentation may contain the financial measures: adjusted net income, adjusted operating income, EBITDA, adjusted EBITDA, and adjusted EPS, which are not calculated in accordance with U.S. GAAP. When presented, a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measure will be provided in the Appendix to this presentation.
Through high-value service and low execution risk, we are building the infrastructure foundation needed today for tomorrow’s way of life $18.3 BILLION Market Cap(1) NASDAQ: STRL $4.08 BILLION 2026 Revenue(2) $903.5 MILLION 2026 Adjusted EBITDA(2) $5.6 BILLION Total Combined Backlog(3) Sterling | STRL: Second Quarter 2026 3 (1) Shares outstanding: 30.6M and Market Cap as of July 31, 2026. (2) Midpoints of Full Year 2026 Revenue and Adjusted EBITDA Guidance. See 2026 Modeling Considerations and EBITDA Guidance Reconciliation in the Appendix. (3) At June 30, 2026. (4) Includes CEC and Stone Ridge. (5) Pro Forma to reflect the CEC acquisition as if it occurred January 1, 2025. STERLING ~Employees: ~6,200(4) ~Projects Underway: ~420(4) A LEADING INFRASTRUCTURE SERVICES PROVIDER We offer a customer-centric, market-focused portfolio of goods and services geographically positioned in the right markets Select Projects HQ: The Woodlands E-Infrastructure Solutions Site Development and Electrical & Mechanical services for large, mission- critical projects Transportation Solutions Infrastructure and rehabilitation projects for highways, roads, bridges, airports, ports, light rail and storm drainage systems Building Solutions Residential and Commercial concrete slabs, Plumbing and Surveying Revenue Mix by Segment 2025 Pro Forma(5) 63% 23% 14%
+18% REVENUE CAGR 2019-2025 4 R ev en ue (I n m ill io ns )* O p erating m arg in % * (4.9)% (2.0)% 2.2% 4.0% 3.4% 7.5% 7.6% 9.0% 10.4% 12.5% 16.3% E-Infrastructure Solutions Transportation Solutions Building Solutions Operating Margin 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 $(1,000) $(500) $— $500 $1,000 $1,500 $2,000 $2,500 (6)% (4)% (2)% 0% 2% 4% 6% 8% 10% 12% 14% 16% 2015 – 2019: Strategic Transformation 2020 +: Leveraging the Platform Transformation Built the Foundation for Success (*) Revenue and Operating margin from continuing operations Sterling | STRL: Second Quarter 2026
+44% EPS CAGR 2019-2025 5 2015 – 2019: Strategic Transformation 2020 +: Leveraging the Platform Transformation Built the Foundation for Success (*) Diluted EPS from continuing operations. See Adjusted Net Income Guidance Reconciliation in the Appendix for the reconciliation of GAAP to non-GAAP measures. Sterling | STRL: Second Quarter 2026 D ilu te d E PS * $5.16 $7.09 $10.88 $(2.40) $(0.66) $0.10 $0.60 $1.24 $1.53 $2.11 $3.16 $4.44 $8.27 $9.38 GAAP Diluted EPS Adjusted Diluted EPS 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 $(3.00) $(2.00) $(1.00) $— $1.00 $2.00 $3.00 $4.00 $5.00 $6.00 $7.00 $8.00 $9.00 $10.00 $11.00 $12.00
SECOND QUARTER 2026 RESULTS Sterling | STRL: Second Quarter 2026 6
A d ju st ed E B IT D A * ($ M ill io ns ) $125.6 $256.7 Q2 2025 Q2 2026 $0 $50 $100 $150 $200 $250 D ilu te d E PS * $2.69 $5.80 Q2 2025 Q2 2026 $0.00 $1.00 $2.00 $3.00 $4.00 $5.00 $6.00 EB IT D A * ($ M ill io ns ) $116.2 $233.6 Q2 2025 Q2 2026 $0 $50 $100 $150 $200 $250 D ilu te d E PS $2.31 $5.00 Q2 2025 Q2 2026 $0.00 $1.00 $2.00 $3.00 $4.00 $5.00 Re ve nu e ($ M ill io ns ) $614.5 $1,168.2 Q2 2025 Q2 2026 $0 $200 $400 $600 $800 $1,000 $1,200 Re ve nu e ($ M ill io ns ) $614.5 $1,168.2 Q2 2025 Q2 2026 $0 $200 $400 $600 $800 $1,000 $1,200 REPORTED RESULTS Second Quarter 2026 Results Highlights • Revenue increased 90% YoY. Organic growth was approximately 50%. • Adjusted EPS of $5.80 increased 116% YoY and reached a new record. • Adjusted EBITDA grew 104% YoY and adjusted EBITDA margins expanded over 150 basis points to reach 22.0%. (*) See the Adjusted Net Income and EBITDA reconciliations in the Appendix for reconciliations of GAAP to Non-GAAP measures. Sterling | STRL: Second Quarter 2026 7 90% 90% 116% 101% 116% 104% Revenue EPS EBITDA ADJUSTED RESULTS All comparisons are to the prior year quarter, GAAP and NON-GAAP Information*
O pe ra tin g In co m e ($ M ill io ns ) $83.8 $210.8 Q2 2025 Q2 2026 $0 $50 $100 $150 $200 O pe ra tin g In co m e ($ M ill io ns ) $26.0 $28.2 Q2 2025 Q2 2026 $0 $10 $20 $30 O pe ra tin g In co m e ($ M ill io ns ) $9.9 $8.5 Q2 2025 Q2 2026 $0 $10 Re ve nu e ($ M ill io ns ) $310.4 $905.0 Q2 2025 Q2 2026 $0 $200 $400 $600 $800 $1,000 Re ve nu e ($ M ill io ns ) $196.8 $156.7 Q2 2025 Q2 2026 $0 $50 $100 $150 $200 Re ve nu e ($ M ill io ns ) $107.3 $106.5 Q2 2025 Q2 2026 $0 $50 $100 $150 Second Quarter 2026 Segment Results Sterling | STRL: Second Quarter 2026 8 Transportation Solutions Building Solutions 192% E-Infrastructure Solutions (20)% (1)% 152% 8% (14)% All comparisons are to the prior year quarter, GAAP and NON-GAAP Segment Information* REVENUE OPERATING INCOME E-Infrastructure Solutions • Revenue grew 192% over prior year (111% excluding CEC and Stone Ridge). • Adjusted operating margins remain strong reflecting strong execution on large, time-sensitive mission critical projects. Transportation Solutions • Revenue decreased 20% driven by our ongoing reallocation of resources from Transportation projects to higher-margin E-Infrastructure opportunities. • Adjusted operating margin strength was driven by favorable mix shift toward margin accretive projects, strong execution, and the wind-down of Texas low-bid heavy highway work. Building Solutions • Revenue decreased 1% reflecting relatively flat homebuilder activity. • Operating margins have been impacted by challenging market conditions. ADJUSTED OPERATING INCOME* O pe ra tin g In co m e ($ M ill io ns ) $87.7 $217.8 Q2 2025 Q2 2026 $0 $50 $100 $150 $200 O pe ra tin g In co m e ($ M ill io ns ) $28.3 $30.5 Q2 2025 Q2 2026 $0 $10 $20 $30 $40 O pe ra tin g In co m e ($ M ill io ns ) $11.8 $10.5 Q2 2025 Q2 2026 $0 $10 148% 8% (11)% (*) See NON-GAAP Segment Information in the Appendix for reconciliations of GAAP to Non-GAAP measures.
Backlog and Combined Backlog B ac kl o g a nd U ns ig ne d A w ar d s ($ m ill io ns )* Backlog Unsigned Awards RHB Backlog(1) Q224 Q324 Q424 Q125 Q225 Q325 Q425 Q126 Q226 — 1,000 2,000 3,000 4,000 5,000 6,000 Sterling | STRL: Second Quarter 2026 9 Backlog increased + 116% year-over-year and + 50% year-over-year excluding contributions from CEC and Stone Ridge(2) Strong bid activity continues in 2026 BACKLOG + FUTURE PHASE Summary - June 2026 Due to the deconsolidation of RHB, Sterling's reported backlog figures as of December 31, 2024 and forward no longer include RHB and are therefore not directly comparable to prior periods. Backlog Committed work with executed contracts and MSAs $4.3 billion Combined Backlog Includes addition of: • Transportation Solutions work that has been awarded via Award Letter pending final contract execution • CEC LOI awards pending final contract execution $5.6 billion Future Phase Opportunities E-Infrastructure Solutions high-probability contract potential on active sites (not included in backlog) $1.4 billion Visibility to Future Work >$7 billion (*) Backlog and Unsigned Awards from continuing operations (1) As a result of the RHB deconsolidation, Sterling no longer consolidates RHB's backlog of $313M, $348M, $331M, $383M, $433M $488M and $491M at June 30, 2026, March 31, 2026, December 31, 2025, September 30, 2025, June 30, 2025, March 31, 2025 and December 31, 2024, respectively. (2) The CEC and Stone Ridge acquisitions contributed $1.32 billion to signed backlog and $1.24 billion to unsigned awards at June 30, 2026.
Sterling | STRL: Second Quarter 2026 10 (1) 3-Year Credit Facility as of June 30, 2026: $285M Term Loan Borrowings $150M Revolving Credit Facility (Undrawn). Closed extension and expansion of revolving credit facilities on July 2, 2026 to $1.5B and extended maturity to July 2031. (in m ill io ns ) $61 $182 $472 $664 $391 $464$452 $431 $342 $316 $291 $284 Cash and cash equivalents Total debt 2021 2022 2023 2024 2025 Q2 2026 $0 $100 $200 $300 $400 $500 $600 $700 Total Debt and Cash Positions Balance Sheet with Significant Firepower to Support Future Growth Net cash position as of June 30, 2026: $181M, or $5.80 per diluted share On July 2nd, Sterling closed on the expansion and extension of its revolving credit facility(1) Upsized to $1.5B Extended Maturity to July 2031 Proceeds were used to pay off existing term loan.
Capital Allocation Priorities Support Growth in Existing and New Markets Sterling | STRL: Second Quarter 2026 11 Support organic growth in existing and new markets • Capital expenditures to expand and upsize fleet, which drives productivity • Expansion of electrical prefabrication facility • Training and recruiting talent Strategic M&A • Targeting small-to-mid sized acquisition opportunities that expand service capabilities, geographic footprint, customer relationships, and/or capacity • Adjacent market opportunities with exposure to strong, multi-year infrastructure investment trends and/or a recurring revenue element Share Repurchase Program • $400 million authorization through November 2027 • $339 million of remaining availability under the authorization as of June 30, 2026 • Taking an opportunistic approach to repurchases
12 Sterling, A Leading Provider of Infrastructure Services in the U.S. Sterling | STRL: Second Quarter 2026 Successful strategic foundation with strong, diversified platform Powerful, multi-year, growth drivers Continued opportunity for margin expansion Robust balance sheet, free cash flow Strong track record of shareholder value creation Through high-value service and low execution risk, we are building the infrastructure foundation needed today for tomorrow's way of life
We build and service the infrastructure that enables our economy to run, our people to move, and our country to grow. Sterling | STRL: Second Quarter 2026 13 Contact Us Sterling Infrastructure, Inc. Noelle Dilts, VP IR and Corporate Strategy Tel: (281) 214-0795 noelle.dilts@strlco.com
Appendix Sterling | STRL: Second Quarter 2026 14
2026 Modeling Considerations(1) Sterling | STRL: Second Quarter 2026 15 (1) In millions except for EPS and percentages (2) See the Adjusted Net Income Guidance Reconciliation in the Appendix (3) See the EBITDA Guidance Reconciliation in the Appendix FY 2026 Expectations FY 2025 Actual Revenue $4,000 to $4,150 $2,490 Gross Margin 25.0% to 25.5% 23% G&A Expense as % of Revenue (Excluding Intangible Amortization) 5.2% to 5.5% 6.2% Other Operating Income $16 to $19 $18.2 JV Non-Controlling Interest Expense ~$40 $19.6 Effective Income Tax Rate ~24.5% 24.2% Diluted EPS $17.25 to $17.85 $9.38 Adjusted Diluted EPS(2) $19.70 to $20.30 $10.88 Expected Dilutive Shares Outstanding ~31.1 30.9 EBITDA(3) $829 to $854 $472 Adjusted EBITDA(3) $891 to $916 $504 Non-Cash Items Depreciation (Includes $1.1M of RHB basis difference depreciation in each year) $72 to $75 $56.0 Intangible Amortization (Includes $7.5M of RHB basis difference amortization in each year) ~$39 $29.7 Stock-based Compensation ~$38 $24.2 Deferred Taxes $10 to $12 $13.8 Other Cash Flow Items Interest Income, Net $1 to $4 $2.6 CAPEX $130 to $140 $77.3
Consolidated Results Three Months Ended June 30, Six Months Ended June 30, ($ in millions, except per share data) 2026 2025 % Change 2026 2025 % Change Revenues $1,168.2 $614.5 90% $1,993.9 $1,045.4 91% Gross Profit 290.0 143.1 103% 484.3 238.0 103% G&A Expense (53.1) (34.0) (101.0) (68.6) Intangible Asset Amortization (7.5) (4.5) (14.6) (9.0) Acquisition Related Costs (12.5) (2.5) (13.9) (2.7) Earn-out Expense (2.5) (1.3) (5.0) (2.7) Other Operating Income, Net 4.9 3.8 7.3 5.7 Operating Income 219.3 104.6 110% 357.1 160.6 122% Interest, Net 0.7 1.9 0.3 3.5 Income Tax Expense (51.3) (27.4) (85.0) (42.4) Less: Net Income Attributable to NCI (12.8) (8.1) (20.6) (11.2) Net Income $155.8 $71.0 $251.8 $110.5 Diluted EPS $ 5.00 $ 2.31 116% $ 8.09 $ 3.59 125% EBITDA (1) $ 233.6 $ 116.2 101% $ 388.8 $ 188.3 106% (1) See the EBITDA reconciliation in the Appendix for a reconciliation of GAAP to Non-GAAP measures. Sterling | STRL: Second Quarter 2026 16
Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2026 % of Revenue 2025 % of Revenue 2026 % of Revenue 2025 % of Revenue Revenues E-Infrastructure Solutions $ 905,001 78% $ 310,406 51% $ 1,502,733 75% $ 528,669 51% Transportation Solutions 156,692 13% 196,797 32% 289,555 15% 317,458 30% Building Solutions 106,486 9% 107,265 17% 201,566 10% 199,290 19% Total Revenues $ 1,168,179 $ 614,468 $ 1,993,854 $ 1,045,417 Operating Income E-Infrastructure Solutions $ 210,849 23.3% $ 83,767 27.0% $ 344,613 22.9% $ 130,409 24.7% Transportation Solutions 28,176 18.0% 25,975 13.2% 42,930 14.8% 37,228 11.7% Building Solutions 8,490 8.0% 9,855 9.2% 14,705 7.3% 22,207 11.1% Segment Operating Income 247,515 21.2% 119,597 19.5% 402,248 20.2% 189,844 18.2% Corporate G&A Expense (13,238) (11,195) (26,262) (23,844) 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 18.8% $ 104,564 17.0% $ 357,075 17.9% $ 160,640 15.4% Segment Information Sterling | STRL: Second Quarter 2026 17
(Unaudited) Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2026 % of Revenue 2025 % of Revenue 2026 % of Revenue 2025 % of Revenue Adjusted Operating Income E-Infrastructure Solutions $ 217,833 24.1% $ 87,718 28.3% $ 358,163 23.8% $ 138,301 26.2% Transportation Solutions 30,495 19.5% 28,271 14.4% 47,573 16.4% 41,848 13.2% Building Solutions 10,537 9.9% 11,797 11.0% 18,803 9.3% 26,031 13.1% Adjusted Segment Operating Income 258,865 22.2% 127,786 20.8% 424,539 21.3% 206,180 19.7% Corporate G&A Expense (7,082) (7,381) (14,586) (15,120) Total Adjusted Operating Income (1) $ 251,783 21.6% $ 120,405 19.6% $ 409,953 20.6% $ 191,060 18.3% (1) The Company defines adjusted operating income as GAAP operating income excluding the impact of non-cash stock-based compensation, intangible asset amortization, acquisition related costs, and earn-out expense. For the three months ended June 30, 2026, GAAP operating income of $219,261 is adjusted to exclude $8,142 of non-cash stock-based compensation, $9,364 of intangible asset amortization (including $1,872 related to the basis difference of RHB), $12,528 of acquisition related costs, and $2,488 of earn-out expense. For the six months ended June 30, 2026, GAAP operating income of $357,075 is adjusted to exclude $15,639 of non-cash stock-based compensation, $18,328 of intangible asset amortization (including $3,743 related to the basis difference of RHB), $13,935 of acquisition related costs, and $4,976 of earn-out expense. For the three months ended June 30, 2025, GAAP operating income of $104,564 is adjusted to exclude $5,595 of non-cash stock-based compensation, $6,408 of intangible asset amortization (including $1,872 related to the basis difference of RHB), $2,495 of acquisition related costs, and $1,343 of earn-out expense. For the six months ended June 30, 2025, GAAP operating income of $160,640 is adjusted to exclude $12,278 of non-cash stock-based compensation, $12,782 of intangible asset amortization (including $3,743 related to the basis difference of RHB), $2,674 of acquisition related costs, and $2,686 of earn-out expense. NON-GAAP Segment Information Sterling | STRL: Second Quarter 2026 18
Sterling | STRL: Second Quarter 2026 19 (Unaudited) Three Months Ended June 30, Six Months Ended June 30, (In thousands, except per share data) 2026 2025 2026 2025 Net income attributable to Sterling common stockholders $ 155,826 $ 70,991 $ 251,795 $ 110,468 Non-cash stock-based compensation 8,142 5,595 15,639 12,278 Intangible asset amortization(1) 9,364 6,408 18,328 12,782 Acquisition related costs 12,528 2,495 13,935 2,674 Earn-out expense 2,488 1,343 4,976 2,686 Tax impact of adjustments (7,588) (4,071) (12,575) (7,866) Adjusted net income attributable to Sterling common stockholders(2) $ 180,760 $ 82,761 $ 292,098 $ 133,022 Net income per share attributable to Sterling common stockholders: Basic $ 5.08 $ 2.33 $ 8.21 $ 3.62 Diluted $ 5.00 $ 2.31 $ 8.09 $ 3.59 Adjusted net income per share attributable to Sterling common stockholders: Basic $ 5.89 $ 2.72 $ 9.52 $ 4.36 Diluted $ 5.80 $ 2.69 $ 9.39 $ 4.32 Weighted average common shares outstanding: Basic 30,689 30,408 30,670 30,477 Diluted 31,143 30,762 31,110 30,804 (1) For each of the three and six months ended June 30, 2026 and 2025, intangible asset amortization includes $1,872 and $3,743, respectively, related to the basis difference recognized upon the deconsolidation of RHB on December 31, 2024. (2) The Company defines adjusted net income attributable to Sterling common stockholders as GAAP net income attributable to Sterling common stockholders excluding non-cash stock-based compensation, intangible asset amortization, acquisition related costs, earn-out (income) expense, and the income tax impact of these adjustments. The tax impact of adjustments is determined by using the Company's annual effective tax rate, unless the nature of the item requires application of a specific tax rate. Adjusted Net Income Reconciliation
Sterling | STRL: Second Quarter 2026 20 (Unaudited) Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2026 2025 2026 2025 Net income attributable to Sterling common stockholders $ 155,826 $ 70,991 $ 251,795 $ 110,468 Depreciation and amortization (1) 27,124 19,769 52,304 38,906 Interest income, net (709) (1,906) (333) (3,501) Income tax expense 51,324 27,362 84,997 42,442 EBITDA (2) 233,565 116,216 388,763 188,315 Non-cash stock-based compensation 8,142 5,595 15,639 12,278 Acquisition related costs 12,528 2,495 13,935 2,674 Earn-out expense 2,488 1,343 4,976 2,686 Adjusted EBITDA (3) $ 256,723 $ 125,649 $ 423,313 $ 205,953 (1) For each of the three and six months ended June 30, 2026 and 2025, depreciation and amortization includes $1,872 and $3,743, respectively, of intangible asset amortization and $275 and $550, respectively, of depreciation expense related to the basis difference recognized upon the deconsolidation of RHB. (2) The Company defines EBITDA as GAAP net income attributable to Sterling common stockholders adjusted for depreciation and amortization, net interest income/expense and income tax expense. (3) The Company defines adjusted EBITDA as EBITDA excluding the impact of non-cash stock-based compensation, acquisition related costs, and earn-out expense. EBITDA Reconciliation
Sterling | STRL: Second Quarter 2026 21 (Unaudited) Full Year 2026 Guidance Full Year (In millions, except per share data) Low High 2025 Actual 2024 Actual 2023 Actual Net income attributable to Sterling common stockholders $ 536 $ 555 $ 290 $ 257 $ 139 Gain on deconsolidation of subsidiary, net — — — (91) — Non-cash stock-based compensation 38 38 24 19 15 Intangible asset amortization (1) 39 39 30 17 15 Acquisition related costs 14 14 8 — 1 Earn-out expense (income) 10 10 (1) 5 (1) Income tax impact of adjustments (25) (25) (15) 13 (8) Adjusted net income attributable to Sterling common stockholders (2) $ 612 $ 631 $ 337 $ 221 $ 161 Net income per share attributable to Sterling common stockholders: Diluted $ 17.25 $ 17.85 $ 9.38 $ 8.27 $ 4.44 Adjusted net income per share attributable to Sterling common stockholders: Diluted $ 19.70 $ 20.30 $ 10.88 $ 7.09 $ 5.16 Weighted average common shares outstanding: Diluted (Approximate for 2026) 31.1 31.1 30.9 31.1 31.2 Adjusted Net Income Guidance Reconciliation (1) Full year 2026 guidance and full year 2025 actual include intangible asset amortization of approximately $7.5 million related to the basis difference recognized in the deconsolidation of RHB. (2) The Company defines adjusted net income attributable to Sterling common stockholders as GAAP net income attributable to Sterling common stockholders excluding the impact of non-cash stock-based compensation, intangible asset amortization, acquisition related costs, earn-out expense (income), and the income tax impact of these adjustments. The tax impact of adjustments is determined by using the Company's annual effective tax rate, unless the nature of the item requires application of a specific tax rate.
Sterling | STRL: Second Quarter 2026 22 (Unaudited) Full Year 2026 Guidance Full Year 2025 (In millions) Low High Actual Net income attributable to Sterling common stockholders $ 536 $ 555 $ 290 Depreciation and amortization(1) 111 114 86 Interest expense (income), net (1) (4) (3) Income tax expense 183 189 99 EBITDA (2) 829 854 472 Non-cash stock-based compensation 38 38 24 Acquisition related costs 14 14 8 Earn-out expense (income) 10 10 (1) Adjusted EBITDA(3) $ 891 $ 916 $ 504 EBITDA Guidance Reconciliation (1) Full year 2026 guidance and full year 2025 actual include depreciation and intangible asset amortization of approximately $1.1 million and $7.5 million, respectively, related to the basis difference recognized in the deconsolidation of RHB. (2) The Company defines EBITDA as GAAP net income attributable to Sterling common stockholders, adjusted for depreciation and amortization, net interest income/expense, and income tax expense. (3) The Company defines adjusted EBITDA as EBITDA excluding the impact of non-cash stock-based compensation, acquisition related costs, and earn-out expense (income).
Sterling | STRL: Second Quarter 2026 23 Total Backlog (In millions) June 30, 2026 December 31, 2025 E-Infrastructure Solutions $ 3,310.0 $ 1,843.5 Transportation Solutions 968.7 1,124.4 Building Solutions - Commercial 54.9 43.0 Total Contractual Backlog (1) $ 4,333.6 $ 3,010.9 (1) At June 30, 2026, our RPOs were $4.23 billion and our MSAs were $100 million, resulting in a total Backlog of $4.33 billion. This compares to December 31, 2025, when RPOs were $3.01 billion and MSAs were zero, resulting in a total Backlog of $3.01 billion.
We build and service the infrastructure that enables our economy to run, our people to move, and our country to grow. THANK YOU
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