Sterling Infrastructure (STRL) lifts 2026 outlook after strong 2025 growth
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Sterling Infrastructure reported strong Q4 and full-year 2025 results and raised its outlook for 2026. 2025 revenue reached $2.49 billion, up 17.7% on a GAAP basis and 32.5% excluding the deconsolidated RHB joint venture. Net income attributable to common stockholders was $290.2 million, or $9.38 diluted EPS.
Adjusted net income rose to $336.7 million, with adjusted diluted EPS of $10.88, both up 53% from 2024. Adjusted EBITDA grew to $503.8 million, a 47% increase, and adjusted EBITDA margin exceeded 20%. Backlog at December 31, 2025 was $3.01 billion, up 78%, with combined backlog of $3.31 billion.
Management issued 2026 guidance calling for revenue of $3.05–$3.20 billion, net income of $365–$384 million, adjusted net income of $422–$441 million, and adjusted EBITDA of $626–$659 million. This implies mid‑20% growth in revenue, adjusted EPS, and adjusted EBITDA versus 2025.
Positive
- Strong earnings and margin expansion: 2025 adjusted net income rose to $336.7 million and adjusted diluted EPS to $10.88, both up 53%, while adjusted EBITDA increased 47% to $503.8 million with margins above 20%.
- Robust backlog and growth pipeline: Year-end 2025 backlog reached $3.01 billion and combined backlog $3.31 billion, up 78% and 81% respectively, providing multi‑year revenue visibility across mission‑critical E‑Infrastructure and transportation projects.
- Ambitious 2026 growth guidance: Management projects 2026 revenue of $3.05–$3.20 billion, adjusted net income of $422–$441 million, and adjusted EBITDA of $626–$659 million, implying mid‑20% growth from 2025 on both the top and bottom lines.
Negative
- Residential softness weighing on Building Solutions: 2025 Building Solutions revenue declined to $382.6 million and operating income to $39.1 million, reflecting ongoing housing-market challenges that management expects to persist in the near term.
- Lower cash after acquisition and capital deployment: Cash and cash equivalents decreased from $664.2 million to $390.7 million in 2025, driven by
$482.3 million of acquisition spending, capital expenditures, and share repurchases of$74.2 million .
Insights
Sterling posts strong 2025 growth and sets aggressive, higher-margin 2026 targets.
Sterling Infrastructure delivered broad-based growth in 2025, with revenue of
Profitability improved meaningfully: adjusted diluted EPS climbed to
For
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM | ||
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 25, 2026
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(Exact name of registrant as specified in its charter) | ||||||||||||||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code: ( | ||||||||||||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| (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 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 February 26, 2026, the Company will host a conference call to discuss the fourth quarter and full year 2025 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 February 25, 2026 | |||||||
| 99.2 | Presentation slides, dated February 26, 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: | By: | /s/ Nicholas Grindstaff | |||||||||
| Nicholas Grindstaff | |||||||||||
| Chief Financial Officer | |||||||||||
Exhibit 99.1
NEWS RELEASE
For Immediate Release:
February 25, 2026
Sterling Reports Strong Fourth Quarter and Full Year 2025 Results
and Issues Full Year 2026 Guidance
THE WOODLANDS, TX – February 25, 2026 – Sterling Infrastructure, Inc. (NasdaqGS: STRL) (“Sterling” or the “Company”) today announced strong financial results for the fourth quarter of 2025.
The financial comparisons herein are to the prior year quarter, unless otherwise noted.
Fourth Quarter 2025
Results:
Please note that in the fourth quarter of 2024, the deconsolidation of our RHB joint venture resulted in a change in our accounting of the joint venture such that revenue and backlog are no longer included in our consolidated results. Please see the "Historical Quarterly Backlog Information” section below for reconciliations to historical figures. Additionally, the deconsolidation of RHB in the fourth quarter of 2024 resulted in a one-time pre-tax gain of $91 million, or $2.18 per fully diluted share post-tax, in the period. Please see the GAAP to non-GAAP reconciliations included with this press release that adjust for this and other items.
•Revenues of $755.6 million. Revenues increased 51% on a GAAP basis. The CEC acquisition contributed $129.1 million to revenue in the quarter.
•Net income of $87.6 million, or $2.81 per diluted share. Earnings per diluted share in the fourth quarter of 2024 were $3.64 on a GAAP basis, or $1.46 per diluted share excluding the RHB-related one-time gain.
•EBITDA(1) of $140.6 million. This compares to prior-year EBITDA of $167.4 million as reported, or $76.2 million excluding the RHB-related one-time gain.
Adjusted Results:
•Revenue increased 69% excluding RHB from fourth quarter of 2024.
•Adjusted net income(1) of $96.0 million, or $3.08 per diluted share, increases of 78% for both metrics.
•Adjusted EBITDA(1) of $142.1 million, an increase of 70%.
Additional Financial Metrics:
•Cash flows from operations totaled $440.0 million for the twelve months ended December 31, 2025.
•Cash and cash equivalents totaled $390.7 million at December 31, 2025.
•Backlog at December 31, 2025 was $3.01 billion, up 78% from prior year. The CEC acquisition contributed $488.9 million to backlog; excluding this contribution, backlog increased 49%.
•Combined backlog(2) at December 31, 2025 was $3.31 billion, up 81% from prior year. The CEC acquisition contributed $715.2 million to combined backlog; excluding this contribution, combined backlog increased 42%.
•Share repurchases totaled $25.7 million in the quarter at an average price of $310.09 per share.
(1) See “Non-GAAP Measures”, “Adjusted Net Income Reconciliation”, and “EBITDA Reconciliation” sections below for more information.
(2) Combined Backlog includes Unsigned Awards of $300.7 million at December 31, 2025, with $226.4 million of Unsigned Awards contributed from CEC.
Full Year 2025 Results
•For the full year ended December 31, 2025, revenue increased by 18% on a GAAP basis, or 32% excluding RHB from the 2024 period, to $2.49 billion.
•The Company reported net income of $290.2 million, or $9.38 per diluted share in 2025, versus $257.5 million, or $8.27 per diluted share in 2024.
•Adjusted net income(1) increased 53% to $336.7 million, or $10.88 per diluted share in 2025, versus $220.7 million, or $7.09 per diluted share in 2024.
•EBITDA(1) increased 15% to $472.0 million in 2025, versus $410.9 million in 2024.
•Adjusted EBITDA(1) increased 47% to $503.8 million in 2025, versus $343.8 million in 2024.
CEO Remarks and Outlook
“2025 was another outstanding year for Sterling as we grew adjusted net income by 53% to deliver adjusted diluted EPS of $10.88, surpassing the upper end of our previously guided range. Additionally, we grew revenue by 32% as adjusted for RHB, and adjusted EBITDA margin exceeded 20% for the first time in Sterling’s history. Further, we generated strong operating cash flow of $440 million,” stated Joe Cutillo, Sterling’s Chief Executive Officer. We are very proud of our teams and all that they have accomplished this year.”
Mr. Cutillo continued, “The strength of our portfolio was also evident in our fourth quarter results, as we delivered top line growth of 69% and organic growth of 36%, as adjusted. Bottom-line performance was even stronger with adjusted diluted earnings per share rising 78% to reach $3.08. Gross profit margins in the quarter of 22% marked a new fourth quarter record, as we have shifted the business toward higher-margin service offerings. The combination of strong revenue growth and gross margin expansion contributed to adjusted EBITDA growth of 70%.
Looking forward, we remain extremely positive on our outlook. We ended the year with signed backlog of $3.0 billion, which grew 78% from year end 2024, and 49% on a same-store basis. Combined backlog grew 81% from year end 2024 and 42% on a same-store basis. Fourth quarter book to burn ratios were 1.64x for backlog and 0.81x for combined backlog. Further, our pipeline of high-probability future phase work continues to grow and now totals over $1 billion. All together, our signed backlog, unsigned awards, and future phase opportunities give us visibility into a pool of work approaching $4.5 billion. In addition, bid activity in early 2026 has been very strong and we have good visibility into sizable awards in the first half of 2026.”
Mr. Cutillo added, “Taking a deeper look at our segment results in the fourth quarter, in E-Infrastructure Solutions, we achieved 123% revenue growth and 91% adjusted operating income growth, driven by a combination of strong organic growth and contributions from the CEC acquisition. Revenue for the legacy site development business increased 67% and operating margins were flat with prior year levels. Trends in the electrical business remain positive, with revenue growth of 21% over the pre-acquisition fourth quarter 2024 and margins that were in line with our expectations. E-Infrastructure signed backlog increased 79% from year-end 2024 and 31% on a same-store basis. Mission-critical work, which we define as data center, manufacturing, and semiconductor, represented 84% of our E-Infrastructure backlog at year end. Additionally, we are gaining traction in our efforts to cross-sell CEC’s mission-critical electrical services and Sterling’s best-in-class site development services.
Transportation Solutions revenue increased 24% and adjusted operating income grew 103%, driven by strength in our Rocky Mountain market, strong execution, and mix shift toward higher-margin projects. The downsizing of our low-bid Texas heavy highway business is progressing to plan, which should continue to benefit margins as we move through 2026.
In Building Solutions, revenue declined 9% and adjusted operating income declined 35%. Our residential businesses continues to be impacted by the slowdown in the housing market, as prospective homebuyers are facing affordability challenges. We remain bullish on the multi-year demand trends in our key geographies, but expect soft market conditions to persist in the near term.”
“We believe 2026 will be another excellent year for Sterling. We are initiating 2026 guidance that reflects the strong momentum across the business, backlog position, and visibility into future opportunities. The midpoints of our 2026
(1) See “Non-GAAP Measures”, “Adjusted Net Income Reconciliation”, and “EBITDA Reconciliation” sections below for more information.
guidance would represent 25% year-over-year revenue growth, 26% adjusted diluted earnings per share growth and 28% adjusted EBITDA growth,” Mr. Cutillo concluded.
Full Year 2026 Guidance
•Revenue of $3.05 billion to $3.20 billion
•Net Income of $365 million to $384 million
•Diluted EPS of $11.65 to $12.25
•EBITDA(1) of $587 million to $620 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 $422 million to $441 million
•Adjusted Diluted EPS(1) of $13.45 to $14.05
•Adjusted EBITDA(1) of $626 million to $659 million
Conference Call
Sterling’s management will hold a conference call to discuss these results and recent corporate developments on Thursday, February 26, 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.”
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
(1) See “Non-GAAP Measures”, “Adjusted Net Income Guidance Reconciliation” and “EBITDA Guidance Reconciliation” sections below for more information.
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 acquisition; our business strategy; our financial strategy; our industry outlook; our guidance; our expected 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 December 31, | Twelve Months Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenues | $ | 755,613 | $ | 498,833 | $ | 2,490,049 | $ | 2,115,756 | |||||||||||||||
| Cost of revenues | (591,495) | (392,156) | (1,917,735) | (1,689,633) | |||||||||||||||||||
| Gross profit | 164,118 | 106,677 | 572,314 | 426,123 | |||||||||||||||||||
| General and administrative expense | (48,611) | (32,598) | (154,814) | (118,424) | |||||||||||||||||||
| Intangible asset amortization | (7,114) | (4,180) | (22,188) | (17,037) | |||||||||||||||||||
| Acquisition related costs | (304) | (212) | (8,327) | (421) | |||||||||||||||||||
| Earn-out income (expense) | 4,760 | (1,756) | 731 | (4,756) | |||||||||||||||||||
| Other operating income (expense), net | 7,118 | (5,660) | 18,200 | (20,863) | |||||||||||||||||||
| Operating income | 119,967 | 62,271 | 405,916 | 264,622 | |||||||||||||||||||
| Interest income | 2,942 | 7,824 | 22,347 | 27,622 | |||||||||||||||||||
| Interest expense | (5,419) | (5,792) | (19,786) | (25,255) | |||||||||||||||||||
| Gain on deconsolidation of subsidiary, net | — | 91,289 | — | 91,289 | |||||||||||||||||||
| Income before income taxes | 117,490 | 155,592 | 408,477 | 358,278 | |||||||||||||||||||
| Income tax expense | (25,793) | (38,400) | (98,752) | (87,360) | |||||||||||||||||||
| Net income, including noncontrolling interests | 91,697 | 117,192 | 309,725 | 270,918 | |||||||||||||||||||
| Less: Net income attributable to noncontrolling interests | (4,100) | (3,979) | (19,572) | (13,457) | |||||||||||||||||||
| Net income attributable to Sterling common stockholders | $ | 87,597 | $ | 113,213 | $ | 290,153 | $ | 257,461 | |||||||||||||||
| Net income per share attributable to Sterling common stockholders: | |||||||||||||||||||||||
| Basic | $ | 2.85 | $ | 3.69 | $ | 9.50 | $ | 8.35 | |||||||||||||||
| Diluted | $ | 2.81 | $ | 3.64 | $ | 9.38 | $ | 8.27 | |||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||||||||
| Basic | 30,696 | 30,696 | 30,542 | 30,830 | |||||||||||||||||||
| Diluted | 31,161 | 31,121 | 30,947 | 31,146 | |||||||||||||||||||
STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
SEGMENT INFORMATION
(In thousands)
(Unaudited)
| Three Months Ended December 31, | Twelve Months Ended December 31, | ||||||||||||||||||||||||||||||||||||||||||||||
| Revenues | 2025 | % of Revenue | 2024 | % of Revenue | 2025 | % of Revenue | 2024 | % of Revenue | |||||||||||||||||||||||||||||||||||||||
| E-Infrastructure Solutions | $ | 521,002 | 69% | $ | 234,041 | 47% | $ | 1,466,777 | 59% | $ | 923,728 | 44% | |||||||||||||||||||||||||||||||||||
| Transportation Solutions | 152,726 | 20% | 174,664 | 35% | 640,674 | 26% | 783,659 | 37% | |||||||||||||||||||||||||||||||||||||||
| Building Solutions | 81,885 | 11% | 90,128 | 18% | 382,598 | 15% | 408,369 | 19% | |||||||||||||||||||||||||||||||||||||||
| Total Revenues | $ | 755,613 | $ | 498,833 | $ | 2,490,049 | $ | 2,115,756 | |||||||||||||||||||||||||||||||||||||||
| Operating Income | |||||||||||||||||||||||||||||||||||||||||||||||
| E-Infrastructure Solutions | $ | 109,018 | 20.9% | $ | 56,437 | 24.1% | $ | 346,041 | 23.6% | $ | 203,359 | 22.0% | |||||||||||||||||||||||||||||||||||
| Transportation Solutions | 16,205 | 10.6% | 8,715 | 5.0% | 77,810 | 12.1% | 50,869 | 6.5% | |||||||||||||||||||||||||||||||||||||||
| Building Solutions | 6,108 | 7.5% | 11,002 | 12.2% | 39,067 | 10.2% | 53,839 | 13.2% | |||||||||||||||||||||||||||||||||||||||
| Segment Operating Income | 131,331 | 17.4% | 76,154 | 15.3% | 462,918 | 18.6% | 308,067 | 14.6% | |||||||||||||||||||||||||||||||||||||||
| Corporate G&A Expense | (15,820) | (11,915) | (49,406) | (38,268) | |||||||||||||||||||||||||||||||||||||||||||
| Acquisition Related Costs | (304) | (212) | (8,327) | (421) | |||||||||||||||||||||||||||||||||||||||||||
| Earn-out Income (Expense) | 4,760 | (1,756) | 731 | $ | (4,756) | ||||||||||||||||||||||||||||||||||||||||||
| Total Operating Income | $ | 119,967 | 15.9% | $ | 62,271 | 12.5% | $ | 405,916 | 16.3% | $ | 264,622 | 12.5% | |||||||||||||||||||||||||||||||||||
STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
(Unaudited)
| December 31, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 390,721 | $ | 664,195 | |||||||
| Accounts receivable | 501,163 | 247,050 | |||||||||
| Contract assets | 101,154 | 55,387 | |||||||||
| Receivables from and equity in construction joint ventures | 6,179 | 5,811 | |||||||||
| Receivable from affiliate | — | 32,054 | |||||||||
| Other current assets | 35,245 | 17,383 | |||||||||
| Total current assets | 1,034,462 | 1,021,880 | |||||||||
| Property and equipment, net | 278,269 | 236,795 | |||||||||
| Investment in unconsolidated subsidiary | 105,813 | 107,400 | |||||||||
| Operating lease right-of-use assets, net | 58,167 | 52,668 | |||||||||
| Goodwill | 585,221 | 264,597 | |||||||||
| Other intangibles, net | 554,702 | 316,390 | |||||||||
| Other non-current assets, net | 17,197 | 17,044 | |||||||||
| Total assets | $ | 2,633,831 | $ | 2,016,774 | |||||||
| Liabilities and Stockholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 226,810 | $ | 130,420 | |||||||
| Contract liabilities | 652,357 | 508,846 | |||||||||
| Current maturities of long-term debt | 15,146 | 26,423 | |||||||||
| Current portion of long-term lease obligations | 18,679 | 20,498 | |||||||||
| Accrued compensation | 62,657 | 36,774 | |||||||||
| Other current liabilities | 46,805 | 18,997 | |||||||||
| Total current liabilities | 1,022,454 | 741,958 | |||||||||
| Long-term debt | 275,903 | 289,898 | |||||||||
| Long-term lease obligations | 40,186 | 32,455 | |||||||||
| Deferred tax liability, net | 123,145 | 109,360 | |||||||||
| Other long-term liabilities | 65,708 | 16,625 | |||||||||
| Total liabilities | 1,527,396 | 1,190,296 | |||||||||
| Stockholders’ equity: | |||||||||||
| Common stock | 315 | 312 | |||||||||
| Additional paid in capital | 366,101 | 288,395 | |||||||||
| Treasury stock, at cost | (130,547) | (63,121) | |||||||||
| Retained earnings | 872,648 | 582,495 | |||||||||
| Total Sterling stockholders’ equity | 1,108,517 | 808,081 | |||||||||
| Noncontrolling interests | (2,082) | 18,397 | |||||||||
| Total stockholders’ equity | 1,106,435 | 826,478 | |||||||||
| Total liabilities and stockholders’ equity | $ | 2,633,831 | $ | 2,016,774 | |||||||
STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Twelve Months Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | 309,725 | $ | 270,918 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 77,114 | 68,410 | |||||||||
| Amortization of debt issuance costs and non-cash interest | 787 | 1,146 | |||||||||
| Gain on disposal of property and equipment | (2,837) | (3,473) | |||||||||
| Gain on deconsolidation of subsidiary, net | — | (91,289) | |||||||||
| Distribution of earnings from unconsolidated subsidiary | 23,803 | — | |||||||||
| Equity in earnings from unconsolidated subsidiary | (15,934) | — | |||||||||
| Deferred taxes | 13,786 | 32,573 | |||||||||
| Stock-based compensation | 24,181 | 19,003 | |||||||||
| Changes in operating assets and liabilities | 9,363 | 199,816 | |||||||||
| Net cash provided by operating activities | 439,988 | 497,104 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Acquisitions, net of cash acquired | (482,333) | (11,223) | |||||||||
Disposition proceeds | 2,000 | — | |||||||||
Deconsolidation, net of cash | — | (103,829) | |||||||||
| Capital expenditures | (77,312) | (80,954) | |||||||||
| Proceeds from sale of property and equipment | 5,722 | 10,157 | |||||||||
| Net cash used in investing activities | (551,923) | (185,849) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Repayments of debt | (24,860) | (26,539) | |||||||||
| Repurchase of common stock | (74,200) | (70,596) | |||||||||
| Distributions to noncontrolling interest owners | (40,051) | — | |||||||||
| Withholding taxes paid on net share settlement of equity awards | (21,019) | (21,452) | |||||||||
| Debt issuance costs | (1,409) | — | |||||||||
| Other | — | (36) | |||||||||
| Net cash used in financing activities | (161,539) | (118,623) | |||||||||
| Net change in cash, cash equivalents, and restricted cash | (273,474) | 192,632 | |||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 664,195 | 471,563 | |||||||||
| Cash, cash equivalents and restricted cash at end of period | 390,721 | 664,195 | |||||||||
| Less: restricted cash | — | — | |||||||||
| Cash and cash equivalents at end of period | $ | 390,721 | $ | 664,195 | |||||||
STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
ADJUSTED NET INCOME RECONCILIATION
(In thousands)
(Unaudited)
| Three Months Ended December 31, | Twelve Months Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income attributable to Sterling common stockholders | $ | 87,597 | $ | 113,213 | $ | 290,153 | $ | 257,461 | |||||||||||||||
| Gain on deconsolidation of subsidiary, net | — | (91,289) | — | (91,289) | |||||||||||||||||||
| Non-cash stock-based compensation | 5,940 | 5,250 | 24,181 | 19,003 | |||||||||||||||||||
Intangible asset amortization (1) | 8,985 | 4,180 | 29,673 | 17,037 | |||||||||||||||||||
| Acquisition related costs | 304 | 212 | 8,327 | 421 | |||||||||||||||||||
| Earn-out (income) expense | (4,760) | 1,756 | (731) | 4,756 | |||||||||||||||||||
| Income tax impact of adjustments | (2,074) | 20,559 | (14,856) | 13,356 | |||||||||||||||||||
Adjusted net income attributable to Sterling common stockholders (2) | $ | 95,992 | $ | 53,881 | $ | 336,747 | $ | 220,745 | |||||||||||||||
| Net income per share attributable to Sterling common stockholders: | |||||||||||||||||||||||
| Basic | $ | 2.85 | $ | 3.69 | $ | 9.50 | $ | 8.35 | |||||||||||||||
| Diluted | $ | 2.81 | $ | 3.64 | $ | 9.38 | $ | 8.27 | |||||||||||||||
| Adjusted net income per share attributable to Sterling common stockholders: | |||||||||||||||||||||||
| Basic | $ | 3.13 | $ | 1.76 | $ | 11.03 | $ | 7.16 | |||||||||||||||
| Diluted | $ | 3.08 | $ | 1.73 | $ | 10.88 | $ | 7.09 | |||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||||||||
| Basic | 30,696 | 30,696 | 30,542 | 30,830 | |||||||||||||||||||
| Diluted | 31,161 | 31,121 | 30,947 | 31,146 | |||||||||||||||||||
(1) For the three and twelve months ended December 31, 2025, intangible asset amortization includes $1,871 and $7,485, respectively related to the basis difference recognized in 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 the net gain on deconsolidation of subsidiary, 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 December 31, | Twelve Months Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income attributable to Sterling common stockholders | $ | 87,597 | $ | 113,213 | $ | 290,153 | $ | 257,461 | |||||||||||||||
Depreciation and amortization (1) | 24,735 | 17,864 | 85,700 | 68,410 | |||||||||||||||||||
| Interest expense (income), net | 2,477 | (2,032) | (2,561) | (2,367) | |||||||||||||||||||
| Income tax expense | 25,793 | 38,400 | 98,752 | 87,360 | |||||||||||||||||||
EBITDA(2) | 140,602 | 167,445 | 472,044 | 410,864 | |||||||||||||||||||
| Gain on deconsolidation of subsidiary, net | — | (91,289) | — | (91,289) | |||||||||||||||||||
| Non-cash stock-based compensation | 5,940 | 5,250 | 24,181 | 19,003 | |||||||||||||||||||
| Acquisition related costs | 304 | 212 | 8,327 | 421 | |||||||||||||||||||
| Earn-out (income) expense | (4,760) | 1,756 | (731) | 4,756 | |||||||||||||||||||
Adjusted EBITDA(3) | $ | 142,086 | $ | 83,374 | $ | 503,821 | $ | 343,755 | |||||||||||||||
(1) For the three and twelve months ended December 31, 2025, depreciation and amortization includes $1,871 and $7,485, respectively, of intangible asset amortization and $276 and $1,101, respectively, of depreciation expense related to the basis difference recognized in the deconsolidation of RHB on December 31, 2024. | |||||||||||||||||||||||
(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 the net gain on deconsolidation of subsidiary, non-cash stock-based compensation, acquisition related costs, and earn-out (income) expense. | |||||||||||||||||||||||
STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
NON-GAAP SEGMENT INFORMATION
(In thousands)
(Unaudited)
The table below presents the three and twelve months ended December 31, 2025 and 2024 revenue and operating income by segment as adjusted for the 2024 period to conform to our 2025 presentation reflecting the deconsolidation of RHB on revenue and to exclude the impact of non-cash stock-based compensation, intangible asset amortization, acquisition related costs, and earn-out expense on operating income: | |||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended December 31, | Twelve Months Ended December 31, | ||||||||||||||||||||||||||||||||||||||||||||||
| Revenues (Excluding RHB) | 2025 | % of Revenue | 2024 | % of Revenue | 2025 | % of Revenue | 2024 | % of Revenue | |||||||||||||||||||||||||||||||||||||||
| E-Infrastructure Solutions | $ | 521,002 | 69% | $ | 234,041 | 52% | $ | 1,466,777 | 59% | $ | 923,728 | 49% | |||||||||||||||||||||||||||||||||||
| Transportation Solutions | 152,726 | 20% | 123,387 | 28% | 640,674 | 26% | 547,783 | 29% | |||||||||||||||||||||||||||||||||||||||
| Building Solutions | 81,885 | 11% | 90,128 | 20% | 382,598 | 15% | 408,369 | 22% | |||||||||||||||||||||||||||||||||||||||
Total Revenues (Excluding RHB) (1) | $ | 755,613 | $ | 447,556 | $ | 2,490,049 | $ | 1,879,880 | |||||||||||||||||||||||||||||||||||||||
| Adjusted Operating Income | |||||||||||||||||||||||||||||||||||||||||||||||
| E-Infrastructure Solutions | $ | 115,409 | 22.2% | $ | 60,316 | 25.8% | $ | 365,407 | 24.9% | $ | 218,746 | 23.7% | |||||||||||||||||||||||||||||||||||
| Transportation Solutions | 18,629 | 12.2% | 9,180 | 7.4% | 87,157 | 13.6% | 52,636 | 9.6% | |||||||||||||||||||||||||||||||||||||||
| Building Solutions | 8,148 | 10.0% | 12,632 | 14.0% | 46,773 | 12.2% | 60,386 | 14.8% | |||||||||||||||||||||||||||||||||||||||
| Adjusted Segment Operating Income | 142,186 | 18.8% | 82,128 | 18.4% | 499,337 | 20.1% | 331,768 | 17.6% | |||||||||||||||||||||||||||||||||||||||
| Corporate G&A Expense | (11,750) | (8,459) | (31,971) | (25,929) | |||||||||||||||||||||||||||||||||||||||||||
Total Adjusted Operating Income (2) | $ | 130,436 | 17.3% | $ | 73,669 | 16.5% | $ | 467,366 | 18.8% | $ | 305,839 | 16.3% | |||||||||||||||||||||||||||||||||||
(1) Due to the deconsolidation of RHB on December 31, 2024, beginning on January 1, 2025, the Company reports RHB’s operating income as a single line item (“Other operating income (expense), net”) in the Consolidated Statements of Operations. RHB’s revenue is no longer included in Sterling’s consolidated revenue in 2025. For the three and twelve months ended December 31, 2024, total GAAP revenue of $498,833 and $2,115,756, respectively, have been adjusted to exclude $51,277 and $235,876, respectively, of RHB revenue. | |||||||||||||||||||||||||||||||||||||||||||||||
(2) 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 December 31, 2025, GAAP operating income of $119,967 is adjusted to exclude $5,940 of non-cash stock-based compensation, $8,985 of intangible asset amortization (including $1,871 related to the basis difference of RHB), $304 of acquisition related costs, and $4,760 of earn-out expense. | |||||||||||||||||||||||||||||||||||||||||||||||
For the twelve months ended December 31, 2025, GAAP operating income of $405,916 is adjusted to exclude $24,181 of non-cash stock-based compensation, $29,673 of intangible asset amortization (including $7,485 related to the basis difference of RHB), $8,327 of acquisition related costs, and $731 of earn-out expense. | |||||
For the three months ended December 31, 2024, GAAP operating income of $62,271 is adjusted to exclude $5,250 of non-cash stock-based compensation, $4,180 of intangible asset amortization, $212 of acquisition related costs, and $1,756 of earn-out expense. | |||||
For the twelve months ended December 31, 2024, GAAP operating income of $264,622 is adjusted to exclude $19,003 of non-cash stock-based compensation, $17,037 of intangible asset amortization, $421 of acquisition related costs, and $4,756 of earn-out expense. | |||||
STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
ADJUSTED NET INCOME GUIDANCE RECONCILIATION
(In thousands)
(Unaudited)
| Full Year 2026 Guidance | Full Year | ||||||||||||||||
| Low | High | 2025 Actual | |||||||||||||||
| Net income attributable to Sterling common stockholders | $ | 365,000 | $ | 384,000 | $ | 290,153 | |||||||||||
| Non-cash stock-based compensation | 34,000 | 34,000 | 24,181 | ||||||||||||||
Intangible asset amortization (1) | 36,000 | 36,000 | 29,673 | ||||||||||||||
| Acquisition related costs | — | — | 8,327 | ||||||||||||||
| Earn-out expense (income) | 5,000 | 5,000 | (731) | ||||||||||||||
| Income tax impact of adjustments | (18,000) | (18,000) | (14,856) | ||||||||||||||
Adjusted net income attributable to Sterling common stockholders (2) | $ | 422,000 | $ | 441,000 | $ | 336,747 | |||||||||||
| Net income per share attributable to Sterling common stockholders: | |||||||||||||||||
| Diluted | $ | 11.65 | $ | 12.25 | $ | 9.38 | |||||||||||
| Adjusted net income per share attributable to Sterling common stockholders: | |||||||||||||||||
| Diluted | $ | 13.45 | $ | 14.05 | $ | 10.88 | |||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||
| Diluted (2026 is approximate) | 31,300 | 31,300 | 30,947 | ||||||||||||||
(1) Full year 2026 guidance includes intangible asset amortization of approximately $7,500 related to the basis difference recognized in 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 the impact of the net gain on deconsolidation of subsidiary, non-cash stock-based compensation, intangible asset amortization, acquisition related costs, earn-out 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 GUIDANCE RECONCILIATION
(In millions)
(Unaudited)
| Full Year 2026 Guidance | Full Year 2025 | ||||||||||||||||
| Low | High | Actual | |||||||||||||||
| Net income attributable to Sterling common stockholders | $ | 365 | $ | 384 | $ | 290 | |||||||||||
Depreciation and amortization (1) | 96 | 99 | 86 | ||||||||||||||
| Interest expense (income), net | 5 | 7 | (3) | ||||||||||||||
| Income tax expense | 121 | 130 | 99 | ||||||||||||||
EBITDA (2) | 587 | 620 | 472 | ||||||||||||||
| Non-cash stock-based compensation | 34 | 34 | 24 | ||||||||||||||
| Acquisition related costs | — | — | 8 | ||||||||||||||
| Earn-out expense (income) | 5 | 5 | (1) | ||||||||||||||
Adjusted EBITDA(3) | $ | 626 | $ | 659 | $ | 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 on December 31, 2024. | |||||||||||||||||
(2) The Company defines EBITDA as GAAP net income attributable to Sterling common stockholders, adjusted for depreciation and amortization, net interest, and income tax expense. | |||||||||||||||||
(3) The Company defines adjusted EBITDA as EBITDA excluding the impact of the net gain on deconsolidation of subsidiary, non-cash stock-based compensation, acquisition related costs and earn-out expense. | |||||||||||||||||
STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
HISTORICAL QUARTERLY SEGMENT INFORMATION
(In thousands)
(Unaudited)
The following tables present our 2024 quarterly revenue by segment as adjusted to conform to our 2025 presentation reflecting the deconsolidation of RHB: | |||||||||||||||||||||||||||||
| 2024 Quarters Ended (Unaudited) | |||||||||||||||||||||||||||||
| Revenues (GAAP) | March 31 | June 30 | September 30 | December 31 | Total | ||||||||||||||||||||||||
| E-Infrastructure Solutions | $ | 184,476 | $ | 241,312 | $ | 263,899 | $ | 234,041 | $ | 923,728 | |||||||||||||||||||
| Transportation Solutions | 148,969 | 232,775 | 227,251 | 174,664 | 783,659 | ||||||||||||||||||||||||
| Building Solutions | 106,915 | 108,735 | 102,591 | 90,128 | 408,369 | ||||||||||||||||||||||||
| Total Revenues | $ | 440,360 | $ | 582,822 | $ | 593,741 | $ | 498,833 | $ | 2,115,756 | |||||||||||||||||||
| Revenues (RHB) | |||||||||||||||||||||||||||||
| E-Infrastructure Solutions | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||
| Transportation Solutions | 38,464 | 73,947 | 72,188 | 51,277 | 235,876 | ||||||||||||||||||||||||
| Building Solutions | — | — | — | — | — | ||||||||||||||||||||||||
| Total Revenues | $ | 38,464 | $ | 73,947 | $ | 72,188 | $ | 51,277 | $ | 235,876 | |||||||||||||||||||
Revenues (Excluding RHB/Non-GAAP) (1) | |||||||||||||||||||||||||||||
| E-Infrastructure Solutions | $ | 184,476 | $ | 241,312 | $ | 263,899 | $ | 234,041 | $ | 923,728 | |||||||||||||||||||
| Transportation Solutions | 110,505 | 158,828 | 155,063 | 123,387 | 547,783 | ||||||||||||||||||||||||
| Building Solutions | 106,915 | 108,735 | 102,591 | 90,128 | 408,369 | ||||||||||||||||||||||||
| Total Revenues | $ | 401,896 | $ | 508,875 | $ | 521,553 | $ | 447,556 | $ | 1,879,880 | |||||||||||||||||||
(1) Due to the deconsolidation of RHB on December 31, 2024, beginning on January 1, 2025, RHB’s revenue is no longer included in Sterling’s consolidated revenue. | |||||||||||||||||||||||||||||
STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
HISTORICAL QUARTERLY SEGMENT INFORMATION
(In thousands)
(Unaudited)
The following tables present our 2024 quarterly operating income and adjusted operating income by segment: | |||||||||||||||||||||||||||||
| 2024 Quarters Ended (Unaudited) | |||||||||||||||||||||||||||||
| Operating Income (GAAP) | March 31 | June 30 | September 30 | December 31 | Total | ||||||||||||||||||||||||
| E-Infrastructure Solutions | $ | 27,169 | $ | 51,677 | $ | 68,076 | $ | 56,437 | $ | 203,359 | |||||||||||||||||||
| Transportation Solutions | 8,132 | 15,449 | 18,573 | 8,715 | 50,869 | ||||||||||||||||||||||||
| Building Solutions | 15,775 | 14,813 | 12,249 | 11,002 | 53,839 | ||||||||||||||||||||||||
| Segment Operating Income | 51,076 | 81,939 | 98,898 | 76,154 | 308,067 | ||||||||||||||||||||||||
| Corporate G&A Expense | (7,915) | (8,104) | (10,334) | (11,915) | (38,268) | ||||||||||||||||||||||||
| Acquisition Related Costs | (36) | (101) | (72) | (212) | (421) | ||||||||||||||||||||||||
| Earn-out Expense | (1,000) | (1,000) | (1,000) | (1,756) | (4,756) | ||||||||||||||||||||||||
| Total Operating Income | $ | 42,125 | $ | 72,734 | $ | 87,492 | $ | 62,271 | $ | 264,622 | |||||||||||||||||||
| Adjusted Operating Income (Non-GAAP) | |||||||||||||||||||||||||||||
| E-Infrastructure Solutions | $ | 31,345 | $ | 55,841 | $ | 71,244 | $ | 60,316 | $ | 218,746 | |||||||||||||||||||
| Transportation Solutions | 8,512 | 15,874 | 19,070 | 9,180 | 52,636 | ||||||||||||||||||||||||
| Building Solutions | 17,403 | 16,423 | 13,928 | 12,632 | 60,386 | ||||||||||||||||||||||||
| Segment Operating Income | 57,260 | 88,138 | 104,242 | 82,128 | 331,768 | ||||||||||||||||||||||||
| Corporate | (5,216) | (5,227) | (7,027) | (8,459) | (25,929) | ||||||||||||||||||||||||
Adjusted Operating Income (1) | $ | 52,044 | $ | 82,911 | $ | 97,215 | $ | 73,669 | $ | 305,839 | |||||||||||||||||||
(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 March 31, 2024, GAAP operating income of $42,125 is adjusted to exclude $4,586 of non-cash stock-based compensation, $4,297 of intangible asset amortization, $36 of acquisition related costs, and $1,000 of earn-out expense. For the three months ended June 30, 2024, GAAP operating income of $72,734 is adjusted to exclude $4,796 of non-cash stock-based compensation, $4,280 of intangible asset amortization, $101 of acquisition related costs, and $1,000 of earn-out expense. For the three months ended September 30, 2024, GAAP operating income of $87,492 is adjusted to exclude $4,371 of non-cash stock-based compensation, $4,280 of intangible asset amortization, $72 of acquisition related costs, and $1,000 of earn-out expense. For the three months ended December 31, 2024, GAAP operating income of $62,271 is adjusted to exclude $5,250 of non-cash stock-based compensation, $4,180 of intangible asset amortization, $212 of acquisition related costs, and $1,756 of earn-out expense. For the year ended December 31, 2024, GAAP operating income of $264,622 is adjusted to exclude $19,003 of non-cash stock-based compensation, $17,037 of intangible asset amortization, $421 of acquisition related costs, and $4,756 of earn-out expense. | |||||||||||||||||||||||||||||
STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
HISTORICAL QUARTERLY BACKLOG INFORMATION
(In thousands)
(Unaudited)
| The following table presents our 2024 backlog as adjusted to conform to our 2025 presentation reflecting the deconsolidation of RHB: | |||||||||||||||||||||||
| 2024 Quarters Ended (Unaudited) | |||||||||||||||||||||||
| Backlog | March 31 | June 30 | September 30 | December 31 | |||||||||||||||||||
| Backlog (GAAP) | $ | 2,352,126 | $ | 2,098,781 | $ | 2,055,081 | $ | 2,184,478 | |||||||||||||||
| Less: RHB Backlog | (528,043) | (476,842) | (485,050) | (491,255) | |||||||||||||||||||
| Backlog excluding RHB | $ | 1,824,083 | $ | 1,621,939 | $ | 1,570,031 | $ | 1,693,223 | |||||||||||||||
Full Year and 4th Quarter 2025 EARNINGS CALL February 26, 2026
2Sterling | STRL: Fourth Quarter 2025 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 acquisition; our business strategy; our financial strategy; our industry outlook; our guidance; our expected 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.
Sterling | STRL: Fourth Quarter 2025 3 (1) At December 31, 2025. (2) Shares outstanding and Market Cap as of February 24, 2026. (3) Midpoints of Full Year 2026 Revenue and Adjusted EBITDA Guidance. See EBITDA Guidance Reconciliation in the Appendix. We offer a customer-centric, market-focused portfolio of goods and services geographically positioned in the right markets STERLING, A Leading Infrastructure Services Provider E-Infrastructure Solutions Largest, highest- margin segment Site Development and Electrical & Mechanical services for large, mission- critical projects Markets: • Mission–Critical Markets: ◦ Data Centers ◦ Next Generation Manufacturing ◦ Semiconductor Fabrication • E-Commerce Distribution Centers • Warehousing Transportation Solutions Strong markets with attractive margin opportunities Infrastructure and rehabilitation projects for highways, roads, bridges, airports, ports, light rail and storm drainage systems Markets: • Low-bid Heavy Highway • Alternative Delivery • Aviation • Rail Building Solutions Strong cash generation and flexible cost structure Residential and Commercial concrete slabs, Plumbing and Surveying Markets: • Dallas/Fort Worth • Houston • Phoenix • Oklahoma NASDAQ: STRL | HQ: The Woodlands, TX | Employees: ~4,400 Shares Outstanding(2):30.6M | Market Cap(2): $14.09B Revenue(3): $3.13B | Adjusted EBITDA(3): $643M Total Backlog(1): $3.01B | Projects Underway: ~314 Select Projects
+18% REVENUE CAGR 2019-2025 4 R ev en ue ($ 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 0 500 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: Fourth Quarter 2025
+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 Reconciliation in the Appendix for the reconciliation of GAAP to non-GAAP measures. Sterling | STRL: Fourth Quarter 2025 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
+ Full Year and Fourth Quarter 2025 Results Sterling | STRL: Fourth Quarter 2025 6
D ilu te d E PS * $7.09 $10.88 2024 2025 $0.00 $2.00 $4.00 $6.00 $8.00 $10.00 $12.00 EB IT D A * ($ M ill io ns ) $410.9 $472.0 2024 2025 $0 $100 $200 $300 $400 $500 Re ve nu e ($ M ill io ns ) $2,115.8 $2,490.0 2024 2025 $0 $500 $1,000 $1,500 $2,000 $2,500 2025 Full Year Results Highlights A d ju st ed E B IT D A * ($ M ill io ns ) $343.8 $503.8 2024 2025 $0 $100 $200 $300 $400 $500 D ilu te d E PS $8.27 $9.38 2024 2025 $0.00 $2.00 $4.00 $6.00 $8.00 $10.00 Re ve nu e (e xc lu di ng R H B, $ M ill io ns ) $1,879.9 $2,490.0 2024 2025 $0 $500 $1,000 $1,500 $2,000 $2,500 GAAP REPORTED RESULTS All comparisons are to the prior year • Revenue, as adjusted for the Deconsolidation of RHB ($235.9 million), increased 32% year-over-year. • Gross profit margins of 23% marked a new high for Sterling. • Adjusted EPS of $10.88 increased 53% year-over-year and reached a new record. • Adjusted EBITDA grew 47% year-over-year and adjusted EBITDA margins expanded approximately 400 basis points to reach 20.2%. (*) See the Adjusted Net Income and EBITDA reconciliations in the Appendix for reconciliations of GAAP to Non- GAAP measures. Sterling | STRL: Fourth Quarter 2025 7 18% 32% 13% 15% 53% 47% Revenue EPS EBITDA ADJUSTED RESULTS
O pe ra tin g In co m e ($ M ill io ns ) $203.4 $346.0 2024 2025 $0 $100 $200 $300 $400 O pe ra tin g In co m e ($ M ill io ns ) $50.9 $77.8 2024 2025 $0 $20 $40 $60 $80 $100 O pe ra tin g In co m e ($ M ill io ns ) $53.8 $39.1 2024 2025 $0 $10 $20 $30 $40 $50 $60 Re ve nu e ($ M ill io ns ) $923.7 $1,466.8 2024 2025 $0 $300 $600 $900 $1,200 $1,500 Re ve nu e ($ M ill io ns ) $783.7 $640.7 2024 2025 $0 $200 $400 $600 $800 $1,000 Re ve nu e ($ M ill io ns ) $408.4 $382.6 2024 2025 $0 $100 $200 $300 $400 $500 2025 Full Year GAAP Segment Results Sterling | STRL: Fourth Quarter 2025 8 Transportation Solutions Building Solutions 59% E-Infrastructure Solutions 18% 6% 70% 53% 27% All comparisons are to the prior year REVENUE OPERATING INCOME E-Infrastructure Solutions • Revenue grew 59% over prior year (40% excluding CEC) • Work continues to shift toward large, mission-critical projects • GAAP operating income grew 70% Transportation Solutions • GAAP revenue decline reflects the deconsolidation of the RHB JV, which is no longer included in revenue. Demand in the core Rocky Mountain market remains strong • GAAP operating income grew 53%, reflecting a favorable project mix shift and good execution Building Solutions • Revenue declined 6% reflecting the softness in the residential housing markets • GAAP operating income declined 27%, driven by the challenging conditions in the residential housing markets
O pe ra tin g In co m e ($ M ill io ns ) $218.7 $365.4 2024 2025 $0 $50 $100 $150 $200 $250 $300 $350 $400 O pe ra tin g In co m e ($ M ill io ns ) $60.4 $46.8 2024 2025 $0 $20 $40 $60 O pe ra tin g In co m e ($ M ill io ns ) $52.6 $87.2 2024 2025 $0 $20 $40 $60 $80 $100 Re ve nu e ($ M ill io ns ) $408.4 $382.6 2024 2025 $0 $100 $200 $300 $400 $500 Re ve nu e ($ M ill io ns ) $923.7 $1,466.8 2024 2025 $0 $200 $400 $600 $800 $1,000 $1,200 $1,400 $1,600 Re ve nu e ($ M ill io ns ) $547.8 $640.7 2024 2025 $0 $100 $200 $300 $400 $500 $600 $700 REVENUES (EXCLUDING RHB) ADJUSTED OPERATING INCOME 2025 Full Year Adjusted Segment Results (*) See NON-GAAP Segment Information in the Appendix for reconciliations of GAAP to Non-GAAP measures. Sterling | STRL: Fourth Quarter 2025 9 59% 17% 6% 67% 66% 23% All comparisons are to the prior year, NON-GAAP Segment Information* Building Solutions E-Infrastructure Solutions • Revenue grew 59% over prior year (40% excluding CEC) • Work continues to shift toward large, mission-critical projects • Adjusted operating income grew 67% over prior year. Legacy site development margins were flat. CEC margins were in line with our expectations for the quarter. Transportation Solutions • Revenue grew 17%, as adjusted for RHB, driven by growth in the Rocky Mountain market • Adjusted operating margins expanded 400 bps to reach 13.6% Building Solutions • Revenue declined 6% reflecting the challenging conditions in the housing markets • Adjusted operating margins were 12.2%, a 260 bps decline Transportation SolutionsE-Infrastructure Solutions
A d ju st ed E B IT D A * ($ M ill io ns ) $83.4 $142.1 Q4 2024 Q4 2025 $0 $25 $50 $75 $100 $125 $150 D ilu te d E PS * $1.73 $3.08 Q4 2024 Q4 2025 $0.00 $0.50 $1.00 $1.50 $2.00 $2.50 $3.00 $3.50 EB IT D A * ($ M ill io ns ) $167.4 $140.6 Q4 2024 Q4 2025 $0 $25 $50 $75 $100 $125 $150 $175 D ilu te d E PS $3.64 $2.81 Q4 2024 Q4 2025 $0.00 $0.50 $1.00 $1.50 $2.00 $2.50 $3.00 $3.50 $4.00 Re ve nu e (e xc lu di ng R H B, $ M ill io ns ) $447.6 $755.6 Q4 2024 Q4 2025 $0 $100 $200 $300 $400 $500 $600 $700 $800 Re ve nu e ($ M ill io ns ) $498.8 $755.6 Q4 2024 Q4 2025 $0 $100 $200 $300 $400 $500 $600 $700 $800 GAAP REPORTED RESULTS All comparisons are to the prior year quarter Fourth Quarter 2025 Results Highlights • Revenue, as adjusted for the Deconsolidation of RHB ($51.3 million), increased 69% year-over-year. Organic growth was 36%. • Gross profit margins of 22% marked a new high for Sterling. • Adjusted EPS of $3.08 increased 78% year-over-year and reached a new record. • Adjusted EBITDA grew 70% year-over-year and adjusted EBITDA margins expanded over 200 basis points to reach 18.8%. (*) See the Adjusted Net Income and EBITDA reconciliations in the Appendix for reconciliations of GAAP to Non- GAAP measures. Sterling | STRL: Fourth Quarter 2025 10 51% 69% 23% 16% 78% 70% Revenue EPS EBITDA ADJUSTED RESULTS
O pe ra tin g In co m e ($ M ill io ns ) $56.4 $109.0 Q4 2024 Q4 2025 $0 $25 $50 $75 $100 O pe ra tin g In co m e ($ M ill io ns ) $8.7 $16.2 Q4 2024 Q4 2025 $0 $10 $20 O pe ra tin g In co m e ($ M ill io ns ) $11.0 $6.1 Q4 2024 Q4 2025 $0 $5 $10 Re ve nu e ($ M ill io ns ) $234.0 $521.0 Q4 2024 Q4 2025 $0 $100 $200 $300 $400 $500 Re ve nu e ($ M ill io ns ) $174.7 $152.7 Q4 2024 Q4 2025 $0 $100 $200 Re ve nu e ($ M ill io ns ) $90.1 $81.9 Q4 2024 Q4 2025 $0 $25 $50 $75 $100 Fourth Quarter 2025 GAAP Segment Results Sterling | STRL: Fourth Quarter 2025 11 Transportation Solutions Building Solutions 123% E-Infrastructure Solutions 13% 9% 93% 86% 44% All comparisons are to the prior year quarter REVENUE OPERATING INCOME E-Infrastructure Solutions • Revenue grew 123% over prior year (67% excluding CEC) • Work continues to shift toward large, mission-critical projects • GAAP operating income grew 93% Transportation Solutions • GAAP revenue decline reflects the deconsolidation of the RHB JV, which is no longer included in revenue. Demand in the core Rocky Mountain market remains strong • GAAP operating income grew 86%, reflecting a favorable project mix shift and good execution Building Solutions • Revenue declined 9% reflecting the softness in the residential housing markets • GAAP operating income declined 44%, driven by the challenging conditions in the residential housing markets
Re ve nu e ($ M ill io ns ) $234.0 $521.0 Q4 2024 Q4 2025 $0 $100 $200 $300 $400 $500 Re ve nu e ($ M ill io ns ) $123.4 $152.7 Q4 2024 Q4 2025 $0 $50 $100 $150 O pe ra tin g In co m e ($ M ill io ns ) $60.3 $115.4 Q4 2024 Q4 2025 $0 $25 $50 $75 $100 $125 O pe ra tin g In co m e ($ M ill io ns ) $9.2 $18.6 Q4 2024 Q4 2025 $0 $5 $10 $15 $20 O pe ra tin g In co m e ($ M ill io ns ) $12.6 $8.1 Q4 2024 Q4 2025 $0 $10 Re ve nu e ($ M ill io ns ) $90.1 $81.9 Q4 2024 Q4 2025 $0 $20 $40 $60 $80 $100 REVENUES (EXCLUDING RHB) ADJUSTED OPERATING INCOME Fourth Quarter 2025 Adjusted Segment Results (*) See NON-GAAP Segment Information in the Appendix for reconciliations of GAAP to Non-GAAP measures. Sterling | STRL: Fourth Quarter 2025 12 123% 24% 9% 91% 103% 35% All comparisons are to the prior year quarter, NON-GAAP Segment Information* Building Solutions E-Infrastructure Solutions • Revenue grew 123% over prior year (67% excluding CEC) • Work continues to shift toward large, mission-critical projects • Adjusted operating income grew 91% over prior year. Legacy site development margins expanded significantly from prior year reflecting focus on mission critical projects. Transportation Solutions • Revenue grew 24%, as adjusted for RHB, driven by growth in the Rocky Mountain market • Adjusted operating margins expanded 480 bps to reach 12.2% Building Solutions • Revenue declined 9% reflecting the challenging conditions in the housing markets • Adjusted operating margins were 10.0% Transportation SolutionsE-Infrastructure Solutions
Sterling | STRL: Fourth Quarter 2025 13 (1) As a result of the RHB deconsolidation, Sterling no longer consolidates RHB's backlog of $426M, $417M, $467M, $488M and $491M at December 31, 2025, September 30, 2025,June 30, 2025, March 31, 2025 and December 31, 2024, respectively. B ac kl o g ($ m ill io ns ) E-Infrastructure Solutions Transportation Solutions Building Solutions RHB(1) 4Q23 1Q24 2Q24 Q324 Q424 Q125 Q225 Q325 Q425 $— $1,000 $2,000 $3,000 $4,000 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 Signed Backlog by Segment Signed backlog increased + 78% year-over-year and + 49% year-over-year excluding contributions from CEC The acquisition of CEC contributed $489 million to signed backlog and $226 million to unsigned awards at December 31, 2025
Sterling | STRL: Fourth Quarter 2025 14 (*) Backlog and Unsigned Awards from continuing operations (1) As a result of the RHB deconsolidation, Sterling no longer consolidates RHB's backlog of $426M, $417M ,$467M, $488M and $491M at December 31, 2025, September 30, 2025,June 30, 2025, March 31, 2025 and December 31, 2024, respectively. B ac kl o g a nd U ns ig ne d A w ar d s ($ m ill io ns )* Backlog Unsigned Awards RHB Backlog(1) 4Q23 1Q24 2Q24 Q324 Q424 Q125 Q225 Q325 Q425 — 500 1,000 1,500 2,000 2,500 3,000 3,500 4,000 Backlog does not include BACKLOG Signed and Combined Backlog >$1 billion of future phases of work associated with current projects 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. Strong bid activity and award visibility in early 2026
Sterling | STRL: Fourth Quarter 2025 15(1) 2018-2020 includes cash and debt from discontinued operations, 2021-2025 is continuing operations only. (in m ill io ns ) $94 $46 $66 $61 $182 $472 $664 $391 $82 $433 $369 $452 $431 $342 $316 $291 Cash and cash equivalents Total debt 2018 2019 2020 2021 2022 2023 2024 2025 $0 $100 $200 $300 $400 $500 $600 $700 Total Debt and Cash Positions (1) Balance Sheet with Significant Firepower to Support Future Growth Considerations: • We expect to pursue strategic uses of our liquidity, including acquisitions, stock repurchases, and managing leverage • 5-Year Credit Facility as of December 31, 2025: ◦ $293M Term Loan Borrowings ◦ $150M Revolving Credit Facility (Undrawn) • Net cash position as of December 31, 2025: ◦ $100M, or $3.22 per diluted share
16 Sterling, A Leading Provider of Infrastructure Services in the U.S. Sterling | STRL: Fourth Quarter 2025 Successful strategic foundation with strong, diversified platform Strong, multi-year, secular growth drivers Continued opportunity for margin expansion Robust balance sheet, free cash flow Strong historical stock performance 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: Fourth Quarter 2025 17 Contact Us Sterling Infrastructure, Inc. Noelle Dilts, VP IR and Corporate Strategy Tel: (281) 214-0795 noelle.dilts@strlco.com
+ Appendix Sterling | STRL: Fourth Quarter 2025 18
2026 Modeling Considerations(1) Sterling | STRL: Fourth Quarter 2025 19 (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 $3,050 to $3,200 $2,490 Gross Margin ~23.5% 23% G&A Expense as % of Revenue (Excluding Intangible Amortization) 6.0% to 6.5% 6.2% Other Operating Income $16 to $19 $18.2 JV Non-Controlling Interest Expense ~$21 $19.6 Effective Income Tax Rate ~24.5% 24.2% Diluted EPS $11.65 to $12.25 $9.38 Adjusted Diluted EPS(2) $13.45 to $14.05 $10.88 Expected Dilutive Shares Outstanding ~31.3 30.9 EBITDA(3) $587 to $620 $472 Adjusted EBITDA(3) $626 to $659 $504 Non-Cash Items Depreciation (Includes $1.1M of RHB basis difference depreciation in each year) $60 to $63 $56.0 Intangible Amortization (Includes $7.5M of RHB basis difference amortization in each year) ~$36 $29.7 Stock-based Compensation ~$34 $24.2 Deferred Taxes $13 to $15 $13.8 Other Cash Flow Items Interest (Expense) Income, Net ($5) to ($7) $2.6 CAPEX $100 to $110 $77.3
Consolidated Results Three Months Ended December 31, Twelve Months Ended December 31, ($ in millions, except per share data) 2025 2024 % Change 2025 2024 % Change Revenues (1) $755.6 $498.8 51.5% $2,490.0 $2,115.8 17.7% Gross Profit 164.1 106.7 53.8% 572.3 426.1 34.3% G&A Expense (48.6) (32.6) (154.8) (118.4) Intangible Amortization (7.1) (4.2) (22.2) (17.0) Acquisition Related Costs (0.3) (0.2) (8.3) (0.4) Earn-out Income (Expense) 4.8 (1.8) 0.7 (4.8) Other Operating Income (Expense), Net 7.1 (5.7) 18.2 (20.9) Operating Income 120.0 62.3 92.7% 405.9 264.6 53.4% Interest, Net (2.5) 2.0 2.6 2.4 Gain on Deconsolidation of Subsidiary, Net 0.0 91.3 0.0 91.3 Income Tax Expense (25.8) (38.4) (98.8) (87.4) Less: Net Income Attributable to NCI (4.1) (4.0) (19.6) (13.5) Net Income $87.6 $113.2 $290.2 $257.5 Diluted EPS $ 2.81 $ 3.64 (22.8)% $ 9.38 $ 8.27 13.4% EBITDA (2) $ 140.6 $ 167.4 (16.0)% $ 472.0 $ 410.9 14.9% (1) Due to the deconsolidation of RHB on December 31, 2024, RHB’s revenue is no longer included in Sterling’s consolidated revenue in 2025. For the three months ended December 31, 2024, RHB had revenue of $51.3 million included within Revenues. For the twelve months ended December 31, 2024, RHB had revenue of $235.9 million included within Revenues. (2) See the EBITDA reconciliation in the Appendix for a reconciliation of GAAP to Non-GAAP measures. Sterling | STRL: Fourth Quarter 2025 20
Sterling | STRL: Fourth Quarter 2025 21 Consolidated Results (2024 period reflects the deconsolidation of RHB) Three Months Ended December 31, Twelve Months Ended December 31, ($ in millions) 2025 2024 (1) % Change 2025 2024 (2) % Change Revenues $ 755.6 $ 447.6 68.8 % $2,490.0 $1,879.9 32.5 % Gross Profit 164.1 94.6 73.5 % 572.3 380.9 50.2 % G&A Expense (48.6) (31.9) (154.8) (114.9) Intangible Amortization (7.1) (4.2) (22.2) (17.0) Acquisition Related Costs (0.3) (0.2) (8.3) (0.4) Earn-out Income (Expense) 4.8 (1.8) 0.7 (4.8) Other Operating Income, Net 7.1 5.7 18.2 20.9 Operating Income $ 120.0 $ 62.3 92.6 % $405.9 $264.6 53.4 % (1) Due to the deconsolidation of RHB on December 31, 2024, for comparison purposes, the three months ended December 31, 2024 excludes $51.3 million of RHB Revenues, $12.1 million of RHB Gross Profit, and $0.7 million of RHB G&A Expense, and replaces $5.7 million of RHB Other Operating Expense with Sterling's portion of Other Operating Income. (2) Due to the deconsolidation of RHB on December 31, 2024, for comparison purposes, the twelve months ended December 31, 2024 excludes $235.9 million of RHB Revenues, $45.2 million of RHB Gross Profit, and $3.5 million of RHB G&A Expense, and replaces $20.9 million of RHB Other Operating Expense with Sterling's portion of Other Operating Income.
Three Months Ended December 31, Twelve Months Ended December 31 ($ in thousands) 2025 % of Revenue 2024 % of Revenue 2025 % of Revenue 2024 % of Revenue Revenues E-Infrastructure Solutions $ 521,002 69% $ 234,041 47% $ 1,466,777 59% $ 923,728 44% Transportation Solutions 152,726 20% 174,664 35% 640,674 26% 783,659 37% Building Solutions 81,885 11% 90,128 18% 382,598 15% 408,369 19% Total Revenues $ 755,613 $ 498,833 $ 2,490,049 $ 2,115,756 Operating Income E-Infrastructure Solutions $109,018 20.9% 56,437 24.1% $346,041 23.6% $203,359 22.0% Transportation Solutions 16,205 10.6% 8,715 5.0% 77,810 12.1% 50,869 6.5% Building Solutions 6,108 7.5% 11,002 12.2% 39,067 10.2% 53,839 13.2% Segment Operating Income 131,331 17.4% 76,154 15.3% 462,918 18.6% 308,067 14.6% Corporate G&A Expense (15,820) (11,915) (49,406) (38,268) Acquisition Related Costs (304) (212) (8,327) (421) Earn-out Expense 4,760 (1,756) 731 (4,756) Total Operating Income $119,967 15.9% 62,271 12.5% $405,916 16.3% $264,622 12.5% Segment Information Sterling | STRL: Fourth Quarter 2025 22
Three Months Ended December 31, Twelve Months Ended December 31, ($ in thousands, Unaudited) 2025 % of Revenue 2024 % of Revenue 2025 % of Revenue 2024 % of Revenue Revenues (Excluding RHB) E-Infrastructure Solutions $ 521,002 69% $ 234,041 52% $ 1,466,777 59% $ 923,728 49% Transportation Solutions 152,726 20% 123,387 28% 640,674 26% 547,783 29% Building Solutions 81,885 11% 90,128 20% 382,598 15% 408,369 22% Total Revenues (Excluding RHB) (1) $ 755,613 $ 447,556 $ 2,490,049 $ 1,879,880 Adjusted Operating Income E-Infrastructure Solutions $ 115,409 22.2% $ 60,316 25.8% $ 365,407 24.9% $ 218,746 23.7% Transportation Solutions 18,629 12.2% 9,180 7.4% 87,157 13.6% 52,636 9.6% Building Solutions 8,148 10.0% 12,632 14.0% 46,773 12.2% 60,386 14.8% Adjusted Segment Operating Income 142,186 18.8% 82,128 18.4% 499,337 20.1% 331,768 17.6% Corporate G&A Expense (11,750) (8,459) (31,971) (25,929) Total Adjusted Operating Income (2) $ 130,436 17.3% $ 73,669 16.5% $ 467,366 18.8% $ 305,839 16.3% (1) Due to the deconsolidation of RHB on December 31, 2024, beginning on January 1, 2025, the Company reports RHB’s operating income as a single line item (“Other operating income (expense), net”) in the Consolidated Statements of Operations. RHB’s revenue is no longer included in Sterling’s consolidated revenue in 2025. For the three and twelve months ended December 31, 2024, total GAAP revenue of $498,833 and $2,115,756, respectively, have been adjusted to exclude $51,277 and $235,876, respectively, of RHB revenue. (2) 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 December 31, 2025, GAAP operating income of $119,967 is adjusted to exclude $5,940 of non-cash stock-based compensation, $8,985 of intangible asset amortization (including $1,871 related to the basis difference of RHB), $304 of acquisition related costs, and $4,760 of earn-out expense. For the twelve months ended December 31, 2025, GAAP operating income of $405,916 is adjusted to exclude $24,181 of non-cash stock-based compensation, $29,673 of intangible asset amortization (including $7,485 related to the basis difference of RHB), $8,327 of acquisition related costs, and $731 of earn- out expense. For the three months ended December 31, 2024, GAAP operating income of $62,271 is adjusted to exclude $5,250 of non-cash stock-based compensation, $4,180 of intangible asset amortization, $212 of acquisition related costs, and $1,756 of earn-out expense. For the twelve months ended December 31, 2024, GAAP operating income of $264,622 is adjusted to exclude $19,003 of non-cash stock-based compensation, $17,037 of intangible asset amortization, $421 of acquisition related costs, and $4,756 of earn-out expense. NON-GAAP Segment Information Sterling | STRL: Fourth Quarter 2025 23
Sterling | STRL: Fourth Quarter 2025 24 (1) For the three and twelve months ended December 31, 2025, intangible asset amortization includes $1,871 and $7,485, respectively related to the basis difference recognized in the deconsolidation of RHB on December 31, 2024. (2) The Company defines adjusted net income attributable to Sterling common stockholders as GAAP net income attributable to Sterling common stockholders excluding the net gain on deconsolidation of subsidiary, non-cash stock-based compensation, intangible asset amortization, acquisition related costs, earn-out (income) expense, and the income tax impact of these adjustments. The tax impact of adjustments is determined by using the Company's annual effective tax rate, unless the nature of the item requires application of a specific tax rate. Three Months Ended December 31, Twelve Months Ended December 31, ($ in thousands, Unaudited) 2025 2024 2025 2024 Net income attributable to Sterling common stockholders $ 87,597 $ 113,213 $ 290,153 $ 257,461 Gain on deconsolidation of subsidiary, net — (91,289) — (91,289) Non-cash stock-based compensation 5,940 5,250 24,181 19,003 Intangible asset amortization(1) 8,985 4,180 29,673 17,037 Acquisition related costs 304 212 8,327 421 Earn-out (income) expense (4,760) 1,756 (731) 4,756 Tax impact of adjustments (2,074) 20,559 (14,856) 13,356 Adjusted net income attributable to Sterling common stockholders(2) $ 95,992 $ 53,881 $ 336,747 $ 220,745 Net income per share attributable to Sterling common stockholders: Basic $ 2.85 $ 3.69 $ 9.50 $ 8.35 Diluted $ 2.81 $ 3.64 $ 9.38 $ 8.27 Adjusted net income per share attributable to Sterling common stockholders: Basic $ 3.13 $ 1.76 $ 11.03 $ 7.16 Diluted $ 3.08 $ 1.73 $ 10.88 $ 7.09 Weighted average common shares outstanding: Basic 30,696 30,696 30,542 30,830 Diluted 31,161 31,121 30,947 31,146 Adjusted Net Income Reconciliation
Sterling | STRL: Fourth Quarter 2025 25 Three Months Ended December 31, Twelve Months Ended December 31, ($ in thousands, Unaudited) 2025 2024 2025 2024 Net income attributable to Sterling common stockholders $ 87,597 $ 113,213 $ 290,153 $ 257,461 Depreciation and amortization(1) 24,735 17,864 85,700 68,410 Interest expense (income), net 2,477 (2,032) (2,561) (2,367) Income tax expense 25,793 38,400 98,752 87,360 EBITDA (2) 140,602 167,445 472,044 410,864 Gain on deconsolidation of subsidiary, net — (91,289) — (91,289) Non-cash stock-based compensation 5,940 5,250 24,181 19,003 Acquisition related costs 304 212 8,327 421 Earn-out (income) expense (4,760) 1,756 (731) 4,756 Adjusted EBITDA (3) $ 142,086 $ 83,374 $ 503,821 $ 343,755 (1) For the three and twelve months ended December 31, 2025, depreciation and amortization includes $1,871 and $7,485, respectively, of intangible asset amortization and $276 and $1,101, respectively, of depreciation expense related to the basis difference recognized in the deconsolidation of RHB on December 31, 2024. (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 the net gain on deconsolidation of subsidiary, non-cash stock-based compensation, acquisition related costs, and earn-out (income) expense. EBITDA Reconciliation
Sterling | STRL: Fourth Quarter 2025 26 (1) Full year 2026 guidance includes intangible asset amortization of approximately $7,500 related to the basis difference recognized in the deconsolidation of RHB on December 31, 2024. (2) The Company defines adjusted net income attributable to Sterling common stockholders as GAAP net income attributable to Sterling common stockholders excluding the impact of the net gain on deconsolidation of subsidiary, non-cash stock-based compensation, intangible asset amortization, acquisition related costs, earn-out expense, and the income tax impact of these adjustments. The tax impact of adjustments is determined by using the Company's quarterly and annual effective tax rate, as applicable, unless the nature of the item requires application of a specific tax rate. Full Year 2026 Guidance Full Year ($ in thousands, Unaudited) Low High 2025 Actual 2024 Actual 2023 Actual Net income attributable to Sterling common stockholders $ 365,000 $ 384,000 $ 290,153 $ 257,461 $ 138,655 Gain on deconsolidation of subsidiary, net — — — (91,289) — Non-cash stock-based compensation 34,000 34,000 24,181 19,003 14,622 Intangible asset amortization (1) 36,000 36,000 29,673 17,037 15,226 Acquisition related costs — — 8,327 421 873 Earn-out expense (income) 5,000 5,000 (731) 4,756 (669) Income tax impact of adjustments (18,000) (18,000) (14,856) 13,356 (7,531) Adjusted net income attributable to Sterling common stockholders (2) $ 422,000 $ 441,000 $ 336,747 $ 220,745 $ 161,176 Net income per share attributable to Sterling common stockholders: Diluted $ 11.65 $ 12.25 $ 9.38 $ 8.27 $ 4.44 Adjusted net income per share attributable to Sterling common stockholders: Diluted $ 13.45 $ 14.05 $ 10.88 $ 7.09 $ 5.16 Weighted average common shares outstanding: Diluted (Approximate for 2026) 31,300 31,300 30,947 31,146 31,208 Adjusted Net Income Guidance Reconciliation
Sterling | STRL: Fourth Quarter 2025 27 (1) Full year 2026 guidance and full year 2025 actual include depreciation and intangible asset amortization of approximately $1.1 million and $7.5 million, respectively, related to the basis difference recognized in the deconsolidation of RHB on December 31, 2024. (2) The Company defines EBITDA as GAAP net income attributable to Sterling common stockholders, adjusted for depreciation and amortization, net interest, and income tax expense. (3) The Company defines adjusted EBITDA as EBITDA excluding the impact of the net gain on deconsolidation of subsidiary, non-cash stock-based compensation, acquisition related costs and earn-out expense. Full Year 2026 Guidance Full Year 2025 ($ in millions, Unaudited) Low High Actual Net income attributable to Sterling common stockholders $ 365 $ 384 $ 290 Depreciation and amortization(1) 96 99 86 Interest expense (income), net 5 7 (3) Income tax expense 121 130 99 EBITDA (2) 587 620 472 Non-cash stock-based compensation 34 34 24 Acquisition related costs — — 8 Earn-out expense (income) 5 5 (1) Adjusted EBITDA(3) $ 626 $ 659 $ 504 EBITDA Guidance Reconciliation
Sterling | STRL: Fourth Quarter 2025 28 Remaining Performance Obligations (RPOs)(1) ($ in millions) December 31, 2025 December 31, 2024 E-Infrastructure Solutions RPOs $ 1,843.5 $ 1,032.1 Transportation Solutions RPOs 1,124.4 622.1 Building Solutions RPOs - Commercial 43.0 39.0 Total RPOs $ 3,010.9 $ 1,693.2 (1) Our remaining performance obligations do not differ from what we refer to as “Backlog,” and represent the amount of revenues we expect to recognize in the future from our contract commitments on projects.
We build and service the infrastructure that enables our economy to run, our people to move, and our country to grow. THANK YOU
FAQ
How did Sterling Infrastructure (STRL) perform financially in full-year 2025?
Sterling delivered strong 2025 results, with revenue of $2.49 billion and net income attributable to common stockholders of $290.2 million, or $9.38 diluted EPS. Adjusted net income reached $336.7 million and adjusted diluted EPS was $10.88, both up 53% from 2024.
What were Sterling Infrastructure’s Q4 2025 results and key profitability metrics?
In Q4 2025, Sterling generated $755.6 million of revenue, up 51.5% year over year. Net income attributable to common stockholders was $87.6 million, or $2.81 diluted EPS, while adjusted net income was $96.0 million and adjusted diluted EPS reached $3.08.
What guidance did Sterling Infrastructure (STRL) provide for 2026?
For 2026, Sterling guides to revenue of $3.05–$3.20 billion, net income of $365–$384 million, and diluted EPS of $11.65–$12.25. Adjusted net income is projected at $422–$441 million, with adjusted diluted EPS of $13.45–$14.05 and adjusted EBITDA of $626–$659 million.
How strong is Sterling Infrastructure’s backlog and future work pipeline?
At December 31, 2025, Sterling’s backlog was $3.01 billion and combined backlog $3.31 billion, up 78% and 81% year over year. Management also cites over $1 billion of high-probability future phase work, giving visibility to a work pool approaching $4.5 billion.
Which segments drove Sterling Infrastructure’s 2025 growth?
Growth was led by E‑Infrastructure Solutions, with 2025 revenue of $1.47 billion, up 59%, and operating income of $346.0 million. Transportation Solutions revenue was $640.7 million and Building Solutions revenue $382.6 million, with housing-market weakness affecting the latter.
What role did the CEC acquisition play in Sterling Infrastructure’s 2025 results?
The CEC acquisition significantly boosted E‑Infrastructure, contributing $129.1 million to Q4 2025 revenue and adding $488.9 million to backlog and $715.2 million to combined backlog at year end. It also expanded Sterling’s mission-critical electrical services within its E‑Infrastructure portfolio.
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Feb 9, 2026
[144] STERLING INFRASTRUCTURE, INC. SEC Filing
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[144] STERLING INFRASTRUCTURE, INC. SEC Filing
STRL Stock Data
13.98B
29.78M
Engineering & Construction
Heavy Construction Other Than Bldg Const - Contractors
United States
THE WOODLANDS