Arcosa (NYSE: ACA) divests barge unit in $450 million cash deal
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Arcosa, Inc. has agreed to sell its barge business, Arcosa Marine Products, Inc., to an affiliate of Wynnchurch Capital for $450 million in cash, subject to customary adjustments. The sale is expected to close in the second quarter of 2026, following regulatory approval and other standard conditions, including clearance under the Hart-Scott-Rodino Act.
Arcosa Marine, a leading inland barge and marine hardware manufacturer, generated $383 million of revenue and $68.3 million of Adjusted EBITDA in 2025. Arcosa plans to use net after-tax proceeds to invest in its core growth platforms in construction materials and engineered structures and to reduce outstanding debt, aiming to simplify its portfolio and raise its overall margin profile.
Positive
- Strategic portfolio shift with sizable cash proceeds: Arcosa is selling its Arcosa Marine barge business for $450 million in cash, removing a cyclical unit that generated $383 million of 2025 revenue and $68.3 million of Adjusted EBITDA, and sharpening focus on higher-growth construction materials and engineered structures while planning to reinvest proceeds and reduce debt.
Negative
- None.
Insights
Arcosa monetizes barge unit for $450M to refocus on higher-growth core.
Arcosa is divesting Arcosa Marine for $450 million in cash to a Wynnchurch Capital affiliate. The barge business produced $383 million of revenue and $68.3 million of Adjusted EBITDA in 2025, so the transaction removes a sizeable, more cyclical unit from the portfolio.
Management states the deal supports a strategic transformation toward construction materials and engineered structures, which they describe as key growth businesses aligned with long-term U.S. infrastructure and power trends. They also highlight that the divestiture should reduce complexity and cyclicality while raising the company’s overall margin profile.
The company intends to allocate net after-tax proceeds to expand core growth platforms and pay down debt, which can strengthen the balance sheet and fund organic or inorganic opportunities. The deal must still clear regulatory review and other customary closing conditions, with targeted closing in the second quarter of 2026, so execution until that point remains a key milestone.
8-K Event Classification
4 items: 1.01, 2.02, 7.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
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): | ||||||||
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(Exact name of registrant as specified in its charter)
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Registrant's telephone number, including area code: (972 ) 942-6500
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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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock ($0.01 par value) | ACA | NYSE Texas, Inc. | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 1.01 Entry into a Material Definitive Agreement.
On February 24, 2026, Arcosa, Inc. ("Arcosa") entered into a Stock Purchase Agreement (the "Purchase Agreement") with Arcosa Marine Products, Inc., a Delaware corporation (the "Company"), and ACMP Buyer, LLC, a Delaware limited liability company (the "Purchaser") and affiliate of Wynnchurch Capital, L.P. The Company is a leading manufacturer of hopper, tank, and deck barges.
Pursuant to the Purchase Agreement, Purchaser has agreed to acquire from Arcosa all of the issued and outstanding shares of common stock (the "Shares") of the Company (such transaction, the “Transaction”), for a cash purchase price of approximately $450 million, subject to customary purchase price adjustments upon the terms and subject to the terms and conditions set forth in the Purchase Agreement.
The Transaction is expected to close in the second quarter of 2026 and is subject to regulatory approval and other customary closing conditions, including, among others, (i) the expiration or termination of applicable waiting periods or commitments under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and (ii) the absence of legal restraints preventing the consummation of the Transaction. The Purchase Agreement contains certain standard termination rights for each of Purchaser and Arcosa, including the right for either party to terminate the Purchase Agreement if the Transaction has not been consummated by June 24, 2026, subject to certain extensions provided for in the Purchase Agreement. Purchaser’s obligation to consummate the transaction is not subject to any financing condition.
In addition, the Purchase Agreement includes customary representations, warranties, and covenants, as well as indemnification provisions subject to specified limitations. From the date of the Purchase Agreement, Arcosa is required to operate the Company’s business in the ordinary course and to comply with certain covenants regarding the operation of the Company’s business. The parties have also agreed to cooperate with each other and use their respective reasonable best efforts to obtain all consents, approvals and authorizations of all governmental entities to the extent required by law in connection with the execution, delivery and performance of the Purchase Agreement and the consummation of the Transaction, subject to specified limitations.
The foregoing description of the Purchase Agreement and the Transaction contemplated thereby is qualified in its entirety by reference to the full text of the Purchase Agreement, which will be filed as an exhibit to Arcosa's Quarterly Report on Form 10-Q for the quarter ending March 31, 2026.
The Purchase Agreement is not intended to provide any factual information about Arcosa, the Company or any of their respective businesses, subsidiaries or affiliates. The representations, warranties and covenants contained in the Purchase Agreement (a) were made by the parties thereto only for purposes of the Purchase Agreement and as of specific dates; (b) were made solely for the benefit of the parties to the Purchase Agreement; (c) may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Purchase Agreement (such disclosures include information that has been included in public disclosures, as well as additional non-public information); (d) may have been made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts; and (e) may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Arcosa, the Company, Purchaser or any of their respective businesses, subsidiaries or affiliates. Additionally, the representations, warranties, covenants, conditions and other terms of the Purchase Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in Arcosa’s public disclosures. The Purchase Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company and Arcosa that is or will be contained in, or incorporated by reference into, Arcosa’s Form 10-K, Forms 10-Q and other documents that are or will be filed with the Securities and Exchange Commission.
Some statements in this Current Report on Form 8-K, which are not historical facts, are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about Arcosa’s estimates, expectations, beliefs, intentions or strategies for the future. Arcosa uses the words “anticipates,” “assumes,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” “guidance,” “outlook,” “strategy,” “plans,” “goal,” and similar expressions to identify these forward-looking statements. Forward-looking statements speak only as of the date of this Current Report on Form 8-K, and Arcosa
expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, except as required by federal securities laws. Forward-looking statements are based on management’s current views and assumptions and involve risks and uncertainties that could cause actual results to differ materially from historical experience or our present expectations, including but not limited to assumptions, risks and uncertainties regarding the failure to successfully complete or integrate acquisitions, or divest any business, including the Company, or failure to achieve the expected benefits of acquisitions or divestitures; market conditions and customer demand for Arcosa’s business products and services; the impact of Arcosa's level of indebtedness; the cyclical nature of, and seasonal or weather impact on, the industries in which Arcosa competes; competition and other competitive factors; governmental and regulatory factors; changing technologies; availability of growth opportunities; market recovery; ability to improve margins; the impact of inflation and costs of materials; impacts from the Inflation Reduction Act and One Big Beautiful Bill Act; the delivery or satisfaction of any backlog or firm orders; the impact of pandemics on Arcosa’s business; the impact of tariffs; and Arcosa’s ability to execute its long-term strategy, and such forward-looking statements are not guarantees of future performance. For further discussion of such risks and uncertainties, see “Risk Factors” and the “Forward-Looking Statements” section of “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Arcosa's Form 10-K for the year ended December 31, 2025 to be filed on or around February 27, 2026 and as may be revised and updated by Arcosa's Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Item 2.02 Results of Operation and Financial Condition.
The information set forth below in Item 7.01, including Exhibit 99.1, is hereby incorporated by reference into this Item 2.02.
The information in Item 2.02 of this report is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
Item 7.01 Regulation FD Disclosure.
On February 24, 2026, Arcosa issued a press release announcing that it had entered into the Purchase Agreement to divest the Company. A copy of this press release is furnished as Exhibit 99.1 to this report on Form 8-K.
The information in Item 7.01 of this report (including Exhibit 99.1) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing. Additionally, the submission of this Item 7.01 is not an admission of the materiality of any information in this Item 7.01 that is required to be disclosed solely by Regulation FD.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. | Description | ||||
99.1 | Arcosa, Inc. Press Release, dated February 24, 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.
| Arcosa, Inc. | ||||||||
| (Registrant) | ||||||||
| February 24, 2026 | By: | /s/ Gail M. Peck | ||||||
| Name: Gail M. Peck | ||||||||
| Title: Chief Financial Officer | ||||||||
Exhibit 99.1
News Release
FOR IMMEDIATE RELEASE
Arcosa, Inc. Announces Agreement to Divest Barge Business for $450 Million
–Transaction Underscores Commitment to Creating Shareholder Value through Portfolio Transformation and Simplification
–Sharpens the Company's Focus on Key Growth Businesses: Construction Materials and Engineered Structures
–Enhances Financial Flexibility to Support Investment in Core Growth Platforms
DALLAS, Texas - ARCOSA, Inc. — February 24, 2026:
Arcosa, Inc. (NYSE: ACA) (“Arcosa” or the “Company”), a provider of infrastructure-related products and solutions, today announced that it has entered into a definitive agreement to sell Arcosa Marine Products, Inc. ("Arcosa Marine") to Wynnchurch Capital, L.P. for $450 million in cash, subject to customary transaction adjustments. The sale is expected to close in the second quarter of 2026, after regulatory approval and satisfying other customary closing conditions.
Tracing its roots back to 1903 and marketed under the Arcosa Marine, Nabrico and Wintech brands, the Company’s barge business is a leading manufacturer of inland barges, fiberglass barge covers, winches and marine hardware with operations located along the U.S. inland river systems. Reported within the Company’s Transportation Products segment, revenues and Adjusted Segment EBITDA were $383 million and $68 million, respectively, in 2025. The Company intends to use the net after-tax proceeds to further invest in the expansion of its core growth platforms and reduce outstanding debt.
Antonio Carrillo, President and CEO of Arcosa commented, “With a strong backlog that provides production visibility deep into 2026 and market fundamentals supporting a healthy replacement cycle, we believe this is the right time to transition the barge business to an owner aligned with its long-term growth plans. I am confident in its continued success under the focused ownership of Wynnchurch. I want to thank our talented leadership team, dedicated employees and longstanding customers for their significant contributions to Arcosa Marine. We look forward to Arcosa Marine building on its strong reputation for providing best-in-class products in this next chapter.”
Carrillo continued, “Today’s announcement is a pivotal step in the strategic transformation and simplification of our portfolio. Upon completion of the divestiture, Arcosa will be fully focused on its key growth businesses - construction materials and engineered structures - both of which are well-aligned with long-term infrastructure and power market tailwinds in the U.S. The barge divestiture further reduces complexity and cyclicality, raises our overall margin profile and enhances the long-term resiliency of the company.”
| 972.942.6500 | arcosa.com | |||||||
Carrillo concluded, “We have an active pipeline of investment opportunities, both organic and inorganic, and plan to prioritize the allocation of capital toward our high growth, high margin businesses.”
Wells Fargo served as financial advisor to Arcosa and Gibson, Dunn & Crutcher LLP served as legal advisor for the sale of the barge business. Paul Hastings served as legal advisor to Wynnchurch in connection with the transaction.
About Arcosa
Arcosa, Inc., headquartered in Dallas, Texas, is a provider of infrastructure-related products and solutions with leading positions in construction, engineered structures, and transportation markets. Arcosa reports its financial results in three principal business segments: Construction Products, Engineered Structures, and Transportation Products. For more information, visit www.arcosa.com.
About Wynnchurch
Wynnchurch Capital, L.P., headquartered in the Chicago suburb of Rosemont, Illinois, with an affiliate in Canada, was founded in 1999 and is a leading middle-market private equity investment firm. Wynnchurch’s strategy is to partner with middle market companies in the United States and Canada that possess the potential for substantial growth and profit improvement. Wynnchurch manages a number of private equity funds with $8.6 billion of regulatory assets under management and specializes in recapitalizations, growth capital, management buyouts, corporate carve-outs, and restructurings.
| 972.942.6500 | 2 | arcosa.com | ||||||
Cautionary Statements About Forward-Looking Information
Some statements in this release, which are not historical facts, are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about Arcosa’s estimates, expectations, beliefs, intentions or strategies for the future. Arcosa uses the words “anticipates,” “assumes,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” “guidance,” “outlook,” “strategy,” “plans,” “goal,” and similar expressions to identify these forward-looking statements. Forward-looking statements speak only as of the date of this release, and Arcosa expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, except as required by federal securities laws. Forward-looking statements are based on management’s current views and assumptions and involve risks and uncertainties that could cause actual results to differ materially from historical experience or our present expectations, including but not limited to assumptions, risks and uncertainties regarding the failure to successfully complete or integrate acquisitions, or divest any business, including Arcosa Marine, or failure to achieve the expected benefits of acquisitions or divestitures; market conditions and customer demand for Arcosa’s business products and services; the impact of Arcosa's level of indebtedness; the cyclical nature of, and seasonal or weather impact on, the industries in which Arcosa competes; competition and other competitive factors; governmental and regulatory factors; changing technologies; availability of growth opportunities; market recovery; ability to improve margins; the impact of inflation and costs of materials; impacts from the Inflation Reduction Act and One Big Beautiful Bill Act; the delivery or satisfaction of any backlog or firm orders; the impact of pandemics on Arcosa’s business; the impact of tariffs; and Arcosa’s ability to execute its long-term strategy, and such forward-looking statements are not guarantees of future performance. For further discussion of such risks and uncertainties, see “Risk Factors” and the “Forward-Looking Statements” section of “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Arcosa's Form 10-K for the year ended December 31, 2025 to be filed on or around February 27, 2026 and as may be revised and updated by Arcosa's Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
MEDIA CONTACT:
media@arcosa.com
INVESTOR CONTACTS
| Erin Drabek | David Gold | |||||||
| VP of Investor Relations | ADVISIRY Partners | |||||||
| T 972.942.6500 | T 212.661.2220 | |||||||
| InvestorResources@arcosa.com | David.Gold@advisiry.com | |||||||
| 972.942.6500 | 3 | arcosa.com | ||||||
Arcosa, Inc.
Reconciliation of Arcosa Marine Adjusted EBITDA
(in millions)
(unaudited)
“EBITDA” is defined as net income plus interest, taxes, depreciation, depletion, and amortization. “Adjusted EBITDA” is defined as EBITDA adjusted for certain items that are not reflective of normal earnings. GAAP does not define EBITDA or Adjusted EBITDA and they should not be considered as alternatives to earnings measures defined by GAAP, including net income. We believe Adjusted EBITDA assists investors in comparing a company's performance on a consistent basis without regard to depreciation, depletion, amortization, and other items which can vary significantly depending on many factors.
| Year Ended December 31, | |||||
| 2025 | |||||
| Arcosa Marine | |||||
| Operating profit | $ | 60.8 | |||
| Add: Depreciation and amortization expense | 7.5 | ||||
| Arcosa Marine EBITDA | 68.3 | ||||
| Arcosa Marine Adjusted EBITDA | $ | 68.3 | |||
| 972.942.6500 | 4 | arcosa.com | ||||||
FAQ
What transaction did Arcosa (ACA) announce regarding its barge business?
Arcosa announced a definitive agreement to sell Arcosa Marine Products, its barge and marine hardware business, to an affiliate of Wynnchurch Capital for $450 million in cash, subject to customary purchase price adjustments and closing conditions including regulatory approvals.
When is Arcosa’s $450 million barge divestiture expected to close?
The barge divestiture is expected to close in the second quarter of 2026, after receiving necessary regulatory approvals and satisfying customary conditions. The purchase agreement allows either party to terminate if the deal is not completed by June 24, 2026, subject to specified extensions.
How large is Arcosa Marine within Arcosa’s overall business?
Arcosa Marine, reported in the Transportation Products segment, generated $383 million in revenue and $68.3 million in Adjusted EBITDA for 2025. This indicates it is a meaningful contributor, and its sale represents a significant reshaping of Arcosa’s business mix toward other segments.
How does Arcosa plan to use proceeds from the barge business sale?
Arcosa intends to use the net after-tax proceeds from the $450 million cash sale to further invest in expanding its core growth platforms in construction materials and engineered structures and to reduce outstanding debt, aiming to improve financial flexibility and long-term resilience.
What strategic rationale did Arcosa provide for divesting Arcosa Marine?
Arcosa’s CEO said the divestiture is a pivotal step in transforming and simplifying the portfolio. Management expects the move to fully focus the company on higher-growth construction materials and engineered structures, reduce cyclicality and complexity, and raise the company’s overall margin profile after closing.
Are there financing or regulatory conditions attached to Arcosa’s divestiture?
The buyer’s obligation to close is not subject to a financing condition. However, the transaction requires expiration or termination of waiting periods under the Hart-Scott-Rodino Act and absence of legal restraints, along with other customary closing conditions and agreed cooperation between the parties.