Arcosa, Inc. SEC Filings

Arcosa, Inc. (ACA) director Melanie Montague Trent reported a bona fide gift of 2,000 shares of Arcosa common stock on August 26, 2026. The shares were gifted to a charitable donor advised fund. Following this charitable transfer, she directly holds 17,931 Arcosa common shares.

Arcosa, Inc. (ACA) reported an insider transaction by Eric D. Hurst, VP Controller (PAO). On 2026-08-25, Hurst made a bona fide gift of 2,382 shares of Arcosa common stock, described as a gift to a charitable donor advised fund. Following this disposition, he directly held 3,119 shares of Arcosa common stock.

Arcosa, Inc. (ACA) reported an insider transaction by Bryan Stevenson, CLO & Asst Corp Sec. Stevenson made a bona fide gift of 6,900 shares of Arcosa common stock on 2026-08-25 to a charitable donor advised fund. Following this gift, he directly holds 37,476 shares of common stock.

Arcosa, Inc. (ACA) reported that Group President Reid S. Essl made a bona fide gift of 5,950 shares of Arcosa common stock on August 25, 2026. The gift was made to a charitable donor advised fund and involved no sale proceeds. Following this transfer, Essl directly holds 93,264 shares of Arcosa common stock.

Arcosa, a North American infrastructure products provider, reported second-quarter 2026 revenue of $658.7 million and operating profit of $84.3 million, slightly above the prior year. Income from continuing operations was $50.9 million, while a gain on a divestiture drove total net income to $328.5 million.

On April 1, 2026 Arcosa sold its barge business for $450 million, generating a pre-tax gain of $359.7 million and net cash proceeds of $429.9 million, plus a $10 million escrow receivable. The barge unit is classified as discontinued operations, and Arcosa used $83.0 million of proceeds to prepay its term loan.

Engineered Structures revenue rose to $301.7 million with operating profit of $62.0 million, supported by a utility-structures backlog of $648.1 million and wind tower backlog of $537.4 million. Cash increased to $432.1 million against total debt of $1,436.7 million. In June 2026 Arcosa agreed to be acquired by CRH for $150.00 per share in cash, subject to stockholder and regulatory approvals, with closing expected in the first quarter of 2027.

Arcosa, Inc. reported second quarter 2026 results from continuing operations with revenues of $658.7 million, up 2% year over year, and income from continuing operations of $50.9 million. Adjusted net income from continuing operations increased to $55.5 million and Adjusted EBITDA to $145.9 million, a 5% gain, lifting Adjusted EBITDA margin to 22.1%.

Construction Products revenues grew 1% to $357.0 million as higher trench shoring activity and recent aggregates acquisitions offset weather-related pressure on organic aggregates and asphalt. Engineered Structures revenues rose 3% to $301.7 million, while Adjusted Segment EBITDA increased 13% to $61.4 million and margin expanded to 20.4%, driven by strong utility structures demand. Utility and related structures backlog reached $648.1 million, up 49% from December 31, 2025, with 71% expected to be recognized in 2026; wind tower backlog was $537.4 million, with 28% expected in 2026 and 66% in 2027.

Free cash flow from continuing operations was a negative $51.0 million for the quarter, reflecting operating cash outflows of $24.7 million and higher capital expenditures of $58.8 million. On April 1, 2026, Arcosa completed the $450 million sale of its barge business, generating approximately $429.9 million of net cash and a $359.7 million pre-tax gain, and used $83.0 million to prepay term loan debt. The company ended the quarter with $432.1 million of cash and cash equivalents, no borrowings under its $700 million revolving credit facility, and Net Debt to Adjusted EBITDA of 1.9x. CRH has agreed to acquire Arcosa for $150 per share in an all-cash transaction expected to close in the first quarter of 2027, subject to stockholder and regulatory approvals and other customary conditions; in light of the pending merger, Arcosa is not hosting a quarterly call and has suspended financial guidance.

Arcosa, Inc. has agreed to be acquired by CRH Americas, Inc. via a cash merger under an Agreement and Plan of Merger dated June 21, 2026. Neon Merger Sub, a CRH subsidiary, will merge into Arcosa, which will become a wholly owned subsidiary of CRH and cease to be publicly traded; stockholders will hold only the right to receive cash.

If completed, each share of Arcosa common stock will be converted into the right to receive $150.00 in cash per share, without interest and less applicable withholding taxes, other than restricted stock, treasury/Parent-held shares, and duly perfected appraisal shares. As of the July 24, 2026 record date, 49,106,809 shares were outstanding; approval of the merger requires a majority of these shares, and failure to vote counts as a vote against.

A special virtual-only stockholder meeting is scheduled for September 4, 2026. The board unanimously determined the merger is fair and in the best interests of stockholders and recommends voting FOR the merger, the merger‑related compensation advisory proposal, and any adjournment if needed. The deal has no financing condition; closing depends on regulatory clearances, including under the HSR Act, foreign antitrust and investment laws, and absence of blocking orders. Dissenting stockholders who do not vote in favor and follow Delaware procedures may seek appraisal rights. If Arcosa terminates in specified circumstances, it must pay Parent a $260,377,567 termination fee.

Arcosa, Inc. has agreed to be acquired by CRH Americas, Inc. through a merger in which Neon Merger Sub, a CRH subsidiary, will merge into Arcosa, leaving Arcosa as a wholly owned subsidiary of CRH’s U.S. holding company.

If completed, each share of Arcosa common stock will be converted into the right to receive $150.00 in cash per share, without interest and subject to withholding taxes, excluding treasury shares, shares held by CRH or the merger subsidiary, restricted stock awards, and shares whose holders properly exercise appraisal rights under Delaware law.

The Arcosa Board of Directors unanimously determined the merger agreement and consideration are fair and in the best interests of shareholders, approved the transaction, and recommends shareholders vote FOR the merger agreement, a non‑binding merger‑related compensation proposal, and a potential adjournment proposal. Completion is subject to shareholder approval, antitrust and foreign investment clearances, and other closing conditions, and the parties currently anticipate closing in the first quarter of 2027.

Arcosa, Inc. reported receiving a section 107(a) order from the Mine Safety and Health Administration on July 14, 2026, at its Stavola Bound Brook Quarry in Bridgewater, New Jersey. The order followed material falling from the upper face of a highwall during drilling and required the track drill to be withdrawn so the highwall’s integrity could be evaluated.

After inspection and consultation among the third-party driller and blaster, company personnel, and the MSHA inspector, the order was terminated, the track drill was relocated, and normal operations resumed. No one was injured in connection with the incident.