Arcosa director Lindsay disposes of 19,931 shares

The merger terms provided cash consideration at $150.00 per share, while phantom units followed the director-fee plan’s cash-settlement terms.

Rhea-AI Filing Summary

Arcosa, Inc. director John W. Lindsay disposed of 19,931 common shares and 7,405 phantom stock units on October 23, 2026; the reported post-transaction holdings were zero for both. The common shares were disposed of pursuant to an Agreement and Plan of Merger among CRH Americas, Inc., Neon Merger Sub, Inc., and Arcosa, in exchange for cash at $150.00 per share, plus any accrued but unpaid dividend equivalents in respect of awards. The phantom units accrued under Arcosa’s Deferred Plan for Director Fees, were each the economic equivalent of one common share, and settled in cash upon termination of his services. Their $150.00-per-share price was determined as of September 30, 2026, under the plan.

Insider Trade Summary

Disposition: 27,336 shares

Disposition 2 txns

Insider LINDSAY JOHN W

Role Director

Type	Security	Shares	Price	Value
Disposition	Arcosa Phantom Stock Units F3, F2	7,405	$150.00	$1.11M
Disposition	Common Stock F1	19,931	$150.00	$2.99M

Holdings After Transaction: Arcosa Phantom Stock Units — 0 contracts (Direct); Common Stock — 0 shares (Direct)

Footnotes (3)

1. F1. Disposed of pursuant to the Agreement and Plan of Merger, dated June 21, 2026, by and among CRH Americas, Inc., Neon Merger Sub, Inc., and Arcosa, Inc. (the "Merger Agreement") in exchange for a cash payment of (i) $150.00 per share of common stock and (ii) $150.00 per share of common stock underlying awards of restricted stock and restricted stock units, as applicable, plus any accrued but unpaid dividend equivalents in respect of such awards.
2. F2. The Arcosa phantom stock units were accrued under the Arcosa, Inc. Deferred Plan for Director Fees (the "Plan"). Each share of phantom stock units was the economic equivalent of one share of common stock. The phantom stock units settled in cash upon the reporting person's termination of services with Arcosa.
3. F3. Price determined as of September 30, 2026 pursuant to the terms of the Plan.

Key Figures

Common shares disposed: 19,931 shares Phantom stock units disposed: 7,405 units Disposition price: $150.00 per share +2 more

5 metrics

Common shares disposed 19,931 shares October 23, 2026

Phantom stock units disposed 7,405 units October 23, 2026

Disposition price $150.00 per share Phantom stock unit price determined as of September 30, 2026, under the plan

Common shares after transaction 0 shares Reported following the October 23, 2026 transaction

Phantom stock units after transaction 0 units Reported following the October 23, 2026 transaction

Key Terms

phantom stock units, economic equivalent, dividend equivalents, Deferred Plan for Director Fees

4 terms

phantom stock units financial

"The Arcosa phantom stock units were accrued"

Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.

economic equivalent financial

"the economic equivalent of one share of common stock"

dividend equivalents financial

"accrued but unpaid dividend equivalents"

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

Deferred Plan for Director Fees financial

"Arcosa, Inc. Deferred Plan for Director Fees"

A deferred plan for director fees lets a company delay paying board members their compensation until a future date or convert it into a future payment vehicle, such as cash at a later time or equity that vests over years. For investors, it matters because deferral can conserve current cash and tie directors’ rewards to long-term company performance—similar to choosing to receive part of your paycheck later to encourage long-term commitment—but it also creates future obligations that affect shareholder value and bankruptcy risk.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What merger consideration was reported for John W. Lindsay’s ACA shares and awards?

The merger terms provided $150.00 per common share and $150.00 per share underlying restricted stock and restricted stock unit awards, as applicable, plus any accrued but unpaid dividend equivalents in respect of those awards.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/23/2026 - 04:56 PM EDT Accepted by SEC EDGAR 10/23/2026 - 04:46 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LINDSAY JOHN W

(Last) (First) (Middle)

500 N AKARD ST. SUITE 400

(Street)

DALLAS TEXAS 75201

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Arcosa, Inc. [ ACA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/23/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/23/2026		D		19,931	D	$150(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Arcosa Phantom Stock Units	$0	10/23/2026		D			7,405	(2)	(2)	Common Stock	7,405	$150(3)	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger, dated June 21, 2026, by and among CRH Americas, Inc., Neon Merger Sub, Inc., and Arcosa, Inc. (the "Merger Agreement") in exchange for a cash payment of (i) $150.00 per share of common stock and (ii) $150.00 per share of common stock underlying awards of restricted stock and restricted stock units, as applicable, plus any accrued but unpaid dividend equivalents in respect of such awards.

2. The Arcosa phantom stock units were accrued under the Arcosa, Inc. Deferred Plan for Director Fees (the "Plan"). Each share of phantom stock units was the economic equivalent of one share of common stock. The phantom stock units settled in cash upon the reporting person's termination of services with Arcosa.

3. Price determined as of September 30, 2026 pursuant to the terms of the Plan.

Remarks:

	/s/ Mark Elmore, by Power of Attorney	10/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)