Sterling Infrastructure, Inc 8-K, filed Oct 28, 2026
Sterling Infrastructure, Inc. (STRL)
8-K
2026-10-28
For: 2026-10-28
View Original
Added on
October 28, 2026
About this 8-K
Sterling Infrastructure, Inc filed this 8-K on October 28, 2026.
Items reported
- Item 2.02: Financial results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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 | ||||||||||||||
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||||||||
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| 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 October 29, 2026, the Company will host a conference call to discuss the third quarter 2026 results as well as corporate developments. The slides to be used during the conference call are being furnished with this Current Report on Form 8-K as Exhibit 99.2 and are incorporated herein by reference. The information provided in this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act, nor shall it be incorporated by reference in any filing made by the Company pursuant to the Exchange Act or the Securities Act, other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto. | |||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 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:
October 28, 2026
Sterling Reports Record Third Quarter Results and Raises Full Year 2026 Guidance
THE WOODLANDS, TX – October 28, 2026 – Sterling Infrastructure, Inc. (NasdaqGS: STRL) (“Sterling” or the “Company”) today announced strong financial results for the third quarter of 2026.
The financial comparisons herein are to the prior year quarter, unless otherwise noted.
Third Quarter 2026 Consolidated Results:
•Revenues of $1.56 billion, an increase of 127%.
•Net income of $214.9 million, or $6.92 per diluted share, both increases of 133%.
•EBITDA(1) of $320.8 million, an increase of 124%.
•Each of these third quarter 2026 metrics represent a new record.
Adjusted Results:
•Adjusted net income(1) of $235.4 million, or $7.58 per diluted share, increases of 119% and 118%, respectively.
•Adjusted EBITDA(1) of $337.8 million, an increase of 117%.
Cash Flow Metrics:
•Cash flows from operations totaled $427.1 million for the nine months ended September 30, 2026.
•Cash and cash equivalents totaled $216.9 million at September 30, 2026.
•Share repurchases totaled $107.3 million for the nine months ended September 30, 2026.
Backlog Metrics:
•Signed Backlog at September 30, 2026 was $4.14 billion, an increase of 61% from the prior year period.
•Combined Backlog(2) at September 30, 2026 was $6.14 billion, an increase of 78% from the prior year period.
•Third quarter 2026 book-to-burn ratios were 0.9x for Backlog and 1.4x for Combined Backlog.
Third Quarter 2026 Segment Results:
E-Infrastructure Solutions
•E-Infrastructure Solutions revenues of $1.30 billion, an increase of 212%.
◦Revenues from Site Development operations increased 133%.
◦The CEC electrical business, which was acquired on September 1, 2025, contributed $425.6 million of revenues in the quarter, compared with $41.4 million during the partial ownership period of the third quarter of 2025. On a pro forma basis assuming a full quarter of ownership in the third quarter of 2025, CEC revenues increased 305% year-over-year.
(1) See “Non-GAAP Measures”, “Adjusted Net Income Reconciliation”, and “EBITDA Reconciliation” sections below for more information.
(2) Combined Backlog includes Unsigned Awards of $2.00 billion at September 30, 2026.
•E-Infrastructure Solutions operating income of $294.5 million, an increase of 176%. E-Infrastructure Solutions operating margin of 22.6% declined year-over-year and slightly sequentially due to the higher contribution from CEC.
◦Site Development operating margin was in line with levels achieved in the first half of the year.
◦CEC operating margin improved both year-over-year and sequentially.
•E-Infrastructure Solutions adjusted operating income(1) of $302.4 million, an increase of 171%. E-Infrastructure Solutions adjusted operating margin of 23.2%.
Transportation Solutions
•Transportation Solutions revenues of $165.2 million, a 3.1% decline, reflecting the reallocation of resources toward E-Infrastructure Solutions work.
•Transportation Solutions operating income of $30.2 million, an increase of 24.0%. Transportation Solutions operating margin of 18.3%.
•Transportation Solutions adjusted operating income(1) of $32.6 million, an increase of 22.2%. Transportation Solutions adjusted operating margin was 19.7%.
Building Solutions
•Building Solutions revenues of $96.0 million, a decline of 5.4%.
•Building Solutions operating income of $5.7 million, a decline of 47.3%. Building Solutions operating margin of 5.9%.
•Building Solutions adjusted operating income(1) of $7.7 million, a decline of 38.7%. Building Solutions adjusted operating margin of 8.0%.
CEO Remarks and Outlook
“We delivered another exceptional quarter, with adjusted net income increasing 119%, adjusted diluted EPS reaching $7.58, and adjusted EBITDA more than doubling. Revenue increased 127%, including 70% organic growth,” stated Joe Cutillo, Sterling’s Chief Executive Officer. “These results reflect the strength of our strategy and the disciplined execution of our teams.”
“Demand remains strong, and our multi-year visibility continues to expand. Together, our signed backlog, unsigned awards, and next phases in design on our current projects represent nearly $8 billion of scoped work, up approximately 90% year-over-year. Importantly, these metrics do not capture the full potential for additional phases and expanded scopes as these large, multi-year projects advance.”
Mr. Cutillo continued, “E-Infrastructure Solutions continued to deliver, with revenue increasing 212% and adjusted operating income growing 171%, driven by exceptional performance across both our site development and electrical operations. Site Development generated significant growth across all regions, while maintaining strong operating margin. Demand for CEC’s electrical services remains extremely strong, and the business is scaling to capitalize on this opportunity. CEC revenue quadrupled on a pro forma year-over-year basis(2) and operating margin improved both year-over-year and sequentially. We now believe that CEC has the potential to generate over $1 billion in revenue in 2026.
Within E-Infrastructure, our signed backlog, unsigned awards and next phases in design now approach $7 billion, an increase of more than 130% year-over-year. Mission-critical projects, including data center campuses, manufacturing and semiconductor facilities, represent approximately 95% of this opportunity.
In Transportation Solutions, revenue declined 3%, as we continued to reallocate resources from transportation projects toward higher-margin E-Infrastructure opportunities. Adjusted operating income increased 22%, while adjusted operating margin expanded 410 basis points year-over-year to reach 19.7%, reflecting disciplined transportation project selection.
In Building Solutions, revenue declined 5%, reflecting slower homebuilder activity, while adjusted operating income decreased 39%. We expect market conditions to remain challenging through 2026 as housing affordability continues to weigh on demand, but remain optimistic about the long-term growth opportunities in key geographies.”
“Our third quarter performance further strengthens our confidence in the outlook. Given the momentum across our business, we are raising our 2026 guidance. At the midpoint, our updated guidance represents 88% year-over-year
(1) See “Non-GAAP Measures”, “Adjusted Net Income Reconciliation”, “Non-GAAP Segment Information”, and “EBITDA Reconciliation” sections below for more information.
(2) Pro Forma to reflect full quarter of CEC revenue in 3Q 2025.
revenue growth, 101% growth in adjusted diluted earnings per share, and 94% growth in adjusted EBITDA. More importantly, the strength of our backlog, expanding visibility, and deepening customer relationships reinforce our confidence in Sterling’s ability to deliver significant profitable growth well beyond 2026,” Mr. Cutillo concluded.
Full Year 2026 Guidance
•Revenue of $4.63 billion to $4.73 billion
•Net Income of $596 million to $604 million
•Diluted EPS of $19.16 to $19.42
•EBITDA(1) of $905 million to $916 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 $675 million to $683 million
•Adjusted Diluted EPS(1) of $21.70 to $21.96
•Adjusted EBITDA(1) of $970 million to $981 million
(1) See “Non-GAAP Measures”, “Adjusted Net Income Guidance Reconciliation” and “EBITDA Guidance Reconciliation” sections below for more information.
Conference Call
Sterling’s management will hold a conference call to discuss these results and recent corporate developments on Thursday, October 29, 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 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 segment 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, operating income, segment operating 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 directly comparable GAAP measures are provided in the tables included within this press release.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains statements that are considered forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control, which may include statements about: the anticipated benefits of the CEC and Stone Ridge acquisitions; our business strategy; our financial strategy; our industry outlook; our guidance; our expected earnings and margin growth; our pool of future work; our backlog, unsigned awards, next phases in design and other scoped work, and the timing of their conversion to revenue; the scope, timing and phasing of customer projects; our liquidity, capital resources, capital expenditures, capital allocation and share repurchases; potential future acquisitions and geographic expansion; our margin improvement initiatives, including at CEC, and the exit from non-core business lines; our long-term growth targets; our modeling assumptions, including our expected effective tax rate; 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 September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues | $ | 1,563,927 | $ | 689,019 | $ | 3,557,781 | $ | 1,734,436 | |||||||||||||||
| Cost of revenues | (1,186,648) | (518,803) | (2,696,249) | (1,326,240) | |||||||||||||||||||
| Gross profit | 377,279 | 170,216 | 861,532 | 408,196 | |||||||||||||||||||
| General and administrative expenses | (61,363) | (37,585) | (162,343) | (106,203) | |||||||||||||||||||
| Intangible asset amortization | (8,382) | (6,035) | (22,967) | (15,074) | |||||||||||||||||||
| Acquisition related costs | (2,136) | (5,349) | (16,071) | (8,023) | |||||||||||||||||||
| Earn-out expense | (2,487) | (1,343) | (7,463) | (4,029) | |||||||||||||||||||
| Other operating income, net | 3,931 | 5,405 | 11,229 | 11,082 | |||||||||||||||||||
| Operating income | 306,842 | 125,309 | 663,917 | 285,949 | |||||||||||||||||||
| Interest income | 2,035 | 5,677 | 9,476 | 19,405 | |||||||||||||||||||
| Interest expense | (1,874) | (4,140) | (8,982) | (14,367) | |||||||||||||||||||
| Loss on extinguishment of debt | (1,265) | — | (1,265) | — | |||||||||||||||||||
| Income before income taxes | 305,738 | 126,846 | 663,146 | 290,987 | |||||||||||||||||||
| Income tax expense | (76,059) | (30,517) | (161,056) | (72,959) | |||||||||||||||||||
| Net income, including noncontrolling interests | 229,679 | 96,329 | 502,090 | 218,028 | |||||||||||||||||||
| Less: Net income attributable to noncontrolling interests | (14,746) | (4,241) | (35,362) | (15,472) | |||||||||||||||||||
| Net income attributable to Sterling common stockholders | $ | 214,933 | $ | 92,088 | $ | 466,728 | $ | 202,556 | |||||||||||||||
| Net income per share attributable to Sterling common stockholders: | |||||||||||||||||||||||
| Basic | $ | 7.02 | $ | 3.02 | $ | 15.23 | $ | 6.64 | |||||||||||||||
| Diluted | $ | 6.92 | $ | 2.97 | $ | 15.01 | $ | 6.56 | |||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||||||||
| Basic | 30,609 | 30,519 | 30,650 | 30,491 | |||||||||||||||||||
| Diluted | 31,071 | 30,960 | 31,102 | 30,875 | |||||||||||||||||||
STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
SEGMENT INFORMATION
(In thousands)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| Revenues | 2026 | % of Revenue | 2025 | % of Revenue | 2026 | % of Revenue | 2025 | % of Revenue | |||||||||||||||||||||||||||||||||||||||
| E-Infrastructure Solutions | $ | 1,302,739 | 83% | $ | 417,106 | 60% | $ | 2,805,472 | 79% | $ | 945,775 | 55% | |||||||||||||||||||||||||||||||||||
| Transportation Solutions | 165,224 | 11% | 170,490 | 25% | 454,779 | 13% | 487,948 | 28% | |||||||||||||||||||||||||||||||||||||||
| Building Solutions | 95,964 | 6% | 101,423 | 15% | 297,530 | 8% | 300,713 | 17% | |||||||||||||||||||||||||||||||||||||||
| Total Revenues | $ | 1,563,927 | $ | 689,019 | $ | 3,557,781 | $ | 1,734,436 | |||||||||||||||||||||||||||||||||||||||
| Operating Income | |||||||||||||||||||||||||||||||||||||||||||||||
| E-Infrastructure Solutions | $ | 294,515 | 22.6% | $ | 106,614 | 25.6% | $ | 639,128 | 22.8% | $ | 237,023 | 25.1% | |||||||||||||||||||||||||||||||||||
| Transportation Solutions | 30,232 | 18.3% | 24,377 | 14.3% | 73,162 | 16.1% | 61,605 | 12.6% | |||||||||||||||||||||||||||||||||||||||
| Building Solutions | 5,666 | 5.9% | 10,752 | 10.6% | 20,371 | 6.8% | 32,959 | 11.0% | |||||||||||||||||||||||||||||||||||||||
| Segment Operating Income | 330,413 | 21.1% | 141,743 | 20.6% | 732,661 | 20.6% | 331,587 | 19.1% | |||||||||||||||||||||||||||||||||||||||
Corporate G&A Expenses | (18,948) | (9,742) | (45,210) | (33,586) | |||||||||||||||||||||||||||||||||||||||||||
| Acquisition Related Costs | (2,136) | (5,349) | (16,071) | (8,023) | |||||||||||||||||||||||||||||||||||||||||||
| Earn-out Expense | (2,487) | (1,343) | (7,463) | (4,029) | |||||||||||||||||||||||||||||||||||||||||||
| Total Operating Income | $ | 306,842 | 19.6% | $ | 125,309 | 18.2% | $ | 663,917 | 18.7% | $ | 285,949 | 16.5% | |||||||||||||||||||||||||||||||||||
STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
(Unaudited)
| September 30, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 216,937 | $ | 390,721 | |||||||
| Accounts receivable | 1,226,060 | 501,163 | |||||||||
| Contract assets | 168,095 | 101,154 | |||||||||
| Receivables from and equity in construction joint ventures | 9,422 | 6,179 | |||||||||
| Other current assets | 30,173 | 35,245 | |||||||||
| Total current assets | 1,650,687 | 1,034,462 | |||||||||
| Property and equipment, net | 357,743 | 278,269 | |||||||||
| Investment in unconsolidated subsidiaries | 99,017 | 105,813 | |||||||||
| Operating lease right-of-use assets, net | 68,446 | 58,167 | |||||||||
| Goodwill | 628,053 | 585,221 | |||||||||
| Other intangibles, net | 659,335 | 554,702 | |||||||||
| Other non-current assets, net | 18,699 | 17,197 | |||||||||
| Total assets | $ | 3,481,980 | $ | 2,633,831 | |||||||
| Liabilities and Stockholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 387,993 | $ | 226,810 | |||||||
| Contract liabilities | 917,425 | 652,357 | |||||||||
| Current maturities of long-term debt | 143 | 15,146 | |||||||||
| Current portion of long-term lease obligations | 14,743 | 18,679 | |||||||||
| Accrued compensation | 108,046 | 62,657 | |||||||||
| Other current liabilities | 163,879 | 46,805 | |||||||||
| Total current liabilities | 1,592,229 | 1,022,454 | |||||||||
| Long-term debt | 95,127 | 275,903 | |||||||||
| Long-term lease obligations | 55,793 | 40,186 | |||||||||
| Deferred tax liability, net | 134,911 | 123,145 | |||||||||
| Other long-term liabilities | 48,976 | 65,708 | |||||||||
| Total liabilities | 1,927,036 | 1,527,396 | |||||||||
| Stockholders’ equity: | |||||||||||
| Common stock | 315 | 315 | |||||||||
| Additional paid in capital | 410,738 | 366,101 | |||||||||
| Treasury stock, at cost | (242,485) | (130,547) | |||||||||
| Retained earnings | 1,339,376 | 872,648 | |||||||||
| Total Sterling stockholders’ equity | 1,507,944 | 1,108,517 | |||||||||
| Noncontrolling interests | 47,000 | (2,082) | |||||||||
| Total stockholders’ equity | 1,554,944 | 1,106,435 | |||||||||
| Total liabilities and stockholders’ equity | $ | 3,481,980 | $ | 2,633,831 | |||||||
STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | 502,090 | $ | 218,028 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 75,830 | 54,526 | |||||||||
| Amortization of debt issuance costs and non-cash interest | 618 | 633 | |||||||||
| Gain on disposal of property and equipment | (1,795) | (2,500) | |||||||||
| Changes in the fair value of earn-outs | 7,463 | 4,029 | |||||||||
| Loss on extinguishment of debt | 1,265 | — | |||||||||
| Distribution of earnings from unconsolidated subsidiaries | 17,332 | 16,252 | |||||||||
| Equity in earnings from unconsolidated subsidiaries | (10,536) | (11,082) | |||||||||
| Deferred taxes | 11,766 | 9,256 | |||||||||
| Stock-based compensation | 26,796 | 18,241 | |||||||||
| Changes in operating assets and liabilities | (203,734) | (53,446) | |||||||||
| Net cash provided by operating activities | 427,095 | 253,937 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Acquisitions, net of cash acquired | (164,995) | (484,156) | |||||||||
| Capital expenditures | (115,458) | (50,923) | |||||||||
| Proceeds from sale of property and equipment | 4,202 | 4,014 | |||||||||
| Net cash used in investing activities | (276,251) | (531,065) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Borrowings under the revolving credit facility | 160,000 | — | |||||||||
| Repayments of the revolving credit facility | (65,000) | — | |||||||||
| Repayments of term loan and other financing agreements | (296,444) | (21,067) | |||||||||
| Distributions to noncontrolling interest owners | (980) | — | |||||||||
| Capital contributions from noncontrolling interest owners | 14,700 | — | |||||||||
| Repurchase of common stock | (107,262) | (48,546) | |||||||||
| Withholding taxes paid on net share settlement of equity awards | (15,991) | (9,650) | |||||||||
| Payments of earn-outs | (7,767) | — | |||||||||
| Debt issuance costs | (5,884) | (1,409) | |||||||||
| Net cash used in financing activities | (324,628) | (80,672) | |||||||||
| Net change in cash, cash equivalents, and restricted cash | (173,784) | (357,800) | |||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 390,721 | 664,195 | |||||||||
| Cash, cash equivalents and restricted cash at end of period | 216,937 | 306,395 | |||||||||
| Less: restricted cash | — | — | |||||||||
| Cash and cash equivalents at end of period | $ | 216,937 | $ | 306,395 | |||||||
STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
ADJUSTED NET INCOME RECONCILIATION
(In thousands, except per share data)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income attributable to Sterling common stockholders | $ | 214,933 | $ | 92,088 | $ | 466,728 | $ | 202,556 | |||||||||||||||
| Non-cash stock-based compensation | 11,157 | 5,963 | 26,796 | 18,241 | |||||||||||||||||||
Intangible asset amortization (1) | 10,254 | 7,906 | 28,581 | 20,688 | |||||||||||||||||||
| Acquisition related costs | 2,136 | 5,349 | 16,071 | 8,023 | |||||||||||||||||||
| Earn-out expense | 2,487 | 1,343 | 7,463 | 4,029 | |||||||||||||||||||
| Loss on extinguishment of debt | 1,265 | — | 1,265 | — | |||||||||||||||||||
| Tax impact of adjustments | (6,791) | (4,947) | (19,472) | (12,782) | |||||||||||||||||||
Adjusted net income attributable to Sterling common stockholders (2) | $ | 235,441 | $ | 107,702 | $ | 527,432 | $ | 240,755 | |||||||||||||||
| Net income per share attributable to Sterling common stockholders: | |||||||||||||||||||||||
| Basic | $ | 7.02 | $ | 3.02 | $ | 15.23 | $ | 6.64 | |||||||||||||||
| Diluted | $ | 6.92 | $ | 2.97 | $ | 15.01 | $ | 6.56 | |||||||||||||||
| Adjusted net income per share attributable to Sterling common stockholders: | |||||||||||||||||||||||
| Basic | $ | 7.69 | $ | 3.53 | $ | 17.21 | $ | 7.90 | |||||||||||||||
| Diluted | $ | 7.58 | $ | 3.48 | $ | 16.96 | $ | 7.80 | |||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||||||||
| Basic | 30,609 | 30,519 | 30,650 | 30,491 | |||||||||||||||||||
| Diluted | 31,071 | 30,960 | 31,102 | 30,875 | |||||||||||||||||||
(1) For each of the three and nine months ended September 30, 2026 and 2025, intangible asset amortization includes $1.87 million and $5.61 million, respectively, related to the basis difference recognized upon the deconsolidation of RHB on December 31, 2024. | |||||||||||||||||||||||
(2) The Company defines adjusted net income attributable to Sterling common stockholders as GAAP net income attributable to Sterling common stockholders excluding non-cash stock-based compensation, intangible asset amortization, acquisition related costs, earn-out (income) expense, loss on extinguishment of debt, 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 September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income attributable to Sterling common stockholders | $ | 214,933 | $ | 92,088 | $ | 466,728 | $ | 202,556 | |||||||||||||||
Depreciation and amortization (1) | 29,965 | 22,059 | 82,269 | 60,965 | |||||||||||||||||||
| Interest income, net | (161) | (1,537) | (494) | (5,038) | |||||||||||||||||||
| Income tax expense | 76,059 | 30,517 | 161,056 | 72,959 | |||||||||||||||||||
EBITDA (2) | 320,796 | 143,127 | 709,559 | 331,442 | |||||||||||||||||||
| Non-cash stock-based compensation | 11,157 | 5,963 | 26,796 | 18,241 | |||||||||||||||||||
| Acquisition related costs | 2,136 | 5,349 | 16,071 | 8,023 | |||||||||||||||||||
| Earn-out expense | 2,487 | 1,343 | 7,463 | 4,029 | |||||||||||||||||||
| Loss on extinguishment of debt | 1,265 | — | 1,265 | — | |||||||||||||||||||
Adjusted EBITDA (3) | $ | 337,841 | $ | 155,782 | $ | 761,154 | $ | 361,735 | |||||||||||||||
(1) For each of the three and nine months ended September 30, 2026 and 2025, depreciation and amortization includes $1.87 million and $5.61 million, respectively, of intangible asset amortization and $275 thousand and $825 thousand, respectively, of depreciation expense related to the basis difference recognized upon the deconsolidation of RHB. | |||||||||||||||||||||||
(2) The Company defines EBITDA as GAAP net income attributable to Sterling common stockholders adjusted for depreciation and amortization, net interest income/expense and income tax expense. | |||||||||||||||||||||||
(3) The Company defines adjusted EBITDA as EBITDA excluding the impact of non-cash stock-based compensation, acquisition related costs, earn-out expense, and loss on extinguishment of debt. | |||||||||||||||||||||||
STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
NON-GAAP SEGMENT INFORMATION
(In thousands)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted Operating Income | 2026 | % of Revenue | 2025 | % of Revenue | 2026 | % of Revenue | 2025 | % of Revenue | |||||||||||||||||||||||||||||||||||||||
| E-Infrastructure Solutions | $ | 302,433 | 23.2% | $ | 111,697 | 26.8% | $ | 660,596 | 23.5% | $ | 249,998 | 26.4% | |||||||||||||||||||||||||||||||||||
| Transportation Solutions | 32,608 | 19.7% | 26,680 | 15.6% | 80,181 | 17.6% | 68,528 | 14.0% | |||||||||||||||||||||||||||||||||||||||
| Building Solutions | 7,715 | 8.0% | 12,594 | 12.4% | 26,518 | 8.9% | 38,625 | 12.8% | |||||||||||||||||||||||||||||||||||||||
| Adjusted Segment Operating Income | 342,756 | 21.9% | 150,971 | 21.9% | 767,295 | 21.6% | 357,151 | 20.6% | |||||||||||||||||||||||||||||||||||||||
| Corporate G&A Expenses | (9,881) | (5,101) | (24,467) | (20,221) | |||||||||||||||||||||||||||||||||||||||||||
Total Adjusted Operating Income (1) | $ | 332,875 | 21.3% | $ | 145,870 | 21.2% | $ | 742,828 | 20.9% | $ | 336,930 | 19.4% | |||||||||||||||||||||||||||||||||||
(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 September 30, 2026, GAAP operating income of $306.8 million is adjusted to exclude $11.2 million of non-cash stock-based compensation, $10.3 million of intangible asset amortization (including $1.9 million related to the basis difference of RHB), $2.1 million of acquisition related costs, and $2.5 million of earn-out expense. | |||||||||||||||||||||||||||||||||||||||||||||||
For the nine months ended September 30, 2026, GAAP operating income of $663.9 million is adjusted to exclude $26.8 million of non-cash stock-based compensation, $28.6 million of intangible asset amortization (including $5.6 million related to the basis difference of RHB), $16.1 million of acquisition related costs, and $7.5 million of earn-out expense. | |||||||||||||||||||||||||||||||||||||||||||||||
For the three months ended September 30, 2025, GAAP operating income of $125.3 million is adjusted to exclude $6.0 million of non-cash stock-based compensation, $7.9 million of intangible asset amortization (including $1.9 million related to the basis difference of RHB), $5.3 million of acquisition related costs, and $1.3 million of earn-out expense. | |||||||||||||||||||||||||||||||||||||||||||||||
For the nine months ended September 30, 2025, GAAP operating income of $285.9 million is adjusted to exclude $18.2 million of non-cash stock-based compensation, $20.7 million of intangible asset amortization (including $5.6 million related to the basis difference of RHB), $8.0 million of acquisition related costs, and $4.0 million of earn-out expense. | |||||||||||||||||||||||||||||||||||||||||||||||
STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
ADJUSTED NET INCOME GUIDANCE RECONCILIATION
(In millions, except per share data)
(Unaudited)
| Full Year 2026 Guidance | Full Year | ||||||||||||||||
| Low | High | 2025 Actual | |||||||||||||||
| Net income attributable to Sterling common stockholders | $ | 596 | $ | 604 | $ | 290 | |||||||||||
| Non-cash stock-based compensation | 38 | 38 | 24 | ||||||||||||||
Intangible asset amortization (1) | 39 | 39 | 30 | ||||||||||||||
| Acquisition related costs | 16 | 16 | 8 | ||||||||||||||
| Earn-out expense (income) | 10 | 10 | (1) | ||||||||||||||
| Loss on extinguishment of debt | 1 | 1 | — | ||||||||||||||
| Income tax impact of adjustments | (25) | (25) | (15) | ||||||||||||||
Adjusted net income attributable to Sterling common stockholders (2) | $ | 675 | $ | 683 | $ | 337 | |||||||||||
| Net income per share attributable to Sterling common stockholders: | |||||||||||||||||
| Diluted | $ | 19.16 | $ | 19.42 | $ | 9.38 | |||||||||||
| Adjusted net income per share attributable to Sterling common stockholders: | |||||||||||||||||
| Diluted | $ | 21.70 | $ | 21.96 | $ | 10.88 | |||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||
| Diluted (2026 is approximate) | 31.1 | 31.1 | 30.9 | ||||||||||||||
(1) Full year 2026 guidance and full year 2025 actual include intangible asset amortization of approximately $7.5 million related to the basis difference recognized in the deconsolidation of RHB. | |||||||||||||||||
(2) The Company defines adjusted net income attributable to Sterling common stockholders as GAAP net income attributable to Sterling common stockholders excluding the impact of non-cash stock-based compensation, intangible asset amortization, acquisition related costs, earn-out expense (income), loss on extinguishment of debt, 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 | $ | 596 | $ | 604 | $ | 290 | |||||||||||
Depreciation and amortization (1) | 111 | 113 | 86 | ||||||||||||||
| Interest expense (income), net | (2) | (4) | (3) | ||||||||||||||
| Income tax expense | 200 | 203 | 99 | ||||||||||||||
EBITDA (2) | 905 | 916 | 472 | ||||||||||||||
| Non-cash stock-based compensation | 38 | 38 | 24 | ||||||||||||||
| Acquisition related costs | 16 | 16 | 8 | ||||||||||||||
| Earn-out expense (income) | 10 | 10 | (1) | ||||||||||||||
| Loss on extinguishment of debt | 1 | 1 | — | ||||||||||||||
Adjusted EBITDA(3) | $ | 970 | $ | 981 | $ | 504 | |||||||||||
(1) Full year 2026 guidance and full year 2025 actual include depreciation and intangible asset amortization of approximately $1.1 million and $7.5 million, respectively, related to the basis difference recognized in the deconsolidation of RHB. | |||||||||||||||||
(2) The Company defines EBITDA as GAAP net income attributable to Sterling common stockholders, adjusted for depreciation and amortization, net interest income/expense, and income tax expense. | |||||||||||||||||
(3) The Company defines adjusted EBITDA as EBITDA excluding the impact of non-cash stock-based compensation, acquisition related costs, earn-out expense (income), and the loss on extinguishment of debt. | |||||||||||||||||
We build and service the infrastructure that enables our economy to run, our people to move, and our country to grow. Q3 2026 EARNINGS CALL October 29, 2026
2Sterling | STRL: Third Quarter 2026 DISCLOSURE: Forward-Looking Statements This presentation contains, and the officers and directors of the Company may from time to time make, statements that are considered forward- looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control, which may include statements about: the anticipated benefits of the CEC and Stone Ridge acquisitions; our business strategy; our financial strategy; our industry outlook; our guidance; our expected earnings and margin growth; our pool of future work; our backlog, unsigned awards, next phases in design and other scoped work, and the timing of their conversion to revenue; the scope, timing and phasing of customer projects; our liquidity, capital resources, capital expenditures, capital allocation and share repurchases; potential future acquisitions and geographic expansion; our margin improvement initiatives, including at CEC, and the exit from non-core business lines; our long-term growth targets; our modeling assumptions, including our expected effective tax rate; 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, adjusted segment operating income, adjusted EPS, EBITDA, and adjusted EBITDA, 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.
BUILDING THE INFRASTRUCTURE THAT ENABLES AMERICA’S NEXT ERA OF GROWTH with scale, visibility, and strong earnings growth $11.2 BILLION Market Cap(1) NASDAQ: STRL $3.56 BILLION YTD 2026 Revenue ~7,000 Employees(3) $761.2 MILLION YTD 2026 Adjusted EBITDA(2) $6.1 BILLION Total Combined Backlog(3) ~440 Projects Underway(3) Sterling | STRL: Third Quarter 2026 3 (1) Shares outstanding: 30.5M and Market Cap as of October 27, 2026. (2) See EBITDA Reconciliation in the Appendix. (3) At September 30, 2026. STERLING, A leading infrastructure Services Provider We offer a customer-centric, market-focused portfolio of goods and services geographically positioned in the right markets Select Projects HQ: The Woodlands
8% BUILDING SOLUTIONS Prudent Management Residential and commercial concrete, plumbing, and surveying 79% E-INFRASTRUCTURE SOLUTIONS Growth Engine + Powerful Returns Mission-Critical Site Development and Electrical services for data center campuses, semiconductor fabrication, advanced manufacturing, e-commerce, and more THREE SEGMENTS, ONE DISCIPLINED CAPITAL AND RESOURCE ALLOCATION MODEL Sterling | STRL: Third Quarter 2026 4 Sterling's Portfolio YTD 2026 Revenue Mix by Segment Resources move toward the highest-return opportunities while preserving diversified exposure 13% TRANSPORTATION SOLUTIONS Disciplined Project Selection Highways, bridges, airports, rail, and more
5Sterling | STRL: Third Quarter 2026 DIFFERENTIATED INFRASTRUCTURE SERVICES PLATFORM ALIGNED WITH DURABLE U.S. INVESTMENT The Story Advances EXPOSURE Mission-critical infrastructure with multi-year customer capital plans EXECUTION Selective project pursuit, disciplined risk framework and strong operating performance EXPANSION Targeted acquisitions to add capacity, geographic reach, and capabilities RETURNS Strong returns, cash generation and balance-sheet flexibility support compounding
BUILDING SOLUTIONS Residential foundations and commercial concrete, plumbing, and surveying DATA INFRASTRUCTURE Data center campuses and digital infrastructure STERLING IS POSITIONED AT THE CENTER OF CRITICAL SECULAR GROWTH MARKETS Sterling | STRL: Third Quarter 2026 6 A Platform Positioned for Growth ESSENTIAL INFRASTRUCTURE Transportation infrastructure and rehabilitation projects SEMICONDUCTOR FABRICATION Large, multi-phase campuses ADVANCED MANUFACTURING Next-generation manufacturing and critical supply chains
+26% REVENUE CAGR 2019-2026E 7 Transformation Built the Foundation for Success (1) Revenue and Operating margin from continuing operations (2) Midpoint of revised 2026 guidance range, see 2026 Modeling Considerations in the Appendix. 2026+: Driving Growth Sterling | STRL: Third Quarter 2026 2020 - 2025: Leveraging the Platform 2015 - 2019: Strategic Transformation R ev en ue (I n m ill io ns ) ( 1) O p erating m arg in % (1) 3.4% 7.5% 7.6% 9.0% 10.4% 12.5% 16.3% E-Infrastructure Solutions Transportation Solutions Building Solutions Operating Margin 2019 2020 2021 2022 2023 2024 2025 2026E (2) $— $1,000 $2,000 $3,000 $4,000 $5,000 0% 2% 4% 6% 8% 10% 12% 14% 16% 18%
2026+: Driving Growth 2020 - 2025: Leveraging the Platform 2015 - 2019: Strategic Transformation +48% EPS CAGR 2019-2026E 8 Transformation Built the Foundation for Success (1) Diluted EPS from continuing operations. See Adjusted Net Income Guidance Reconciliation in the Appendix for the reconciliation of GAAP to non-GAAP measures. (2) Midpoint of revised 2026 guidance range, see 2026 Modeling Considerations in the Appendix. Sterling | STRL: Third Quarter 2026 D ilu te d E PS (1 ) $5.16 $7.09 $10.88 $21.83 $1.24 $1.53 $2.11 $3.16 $4.44 $8.27 $9.38 $19.29 GAAP Diluted EPS Adjusted Diluted EPS 2019 2020 2021 2022 2023 2024 2025 2026E (2) $(2.00) $— $2.00 $4.00 $6.00 $8.00 $10.00 $12.00 $14.00 $16.00 $18.00 $20.00 $22.00
THIRD QUARTER 2026 RESULTS Sterling | STRL: Third Quarter 2026 9
EB IT D A * ($ M ill io ns ) $143.1 $320.8 Q3 2025 Q3 2026 $0 $50 $100 $150 $200 $250 $300 $350 D ilu te d E PS $2.97 $6.92 Q3 2025 Q3 2026 $0.00 $2.00 $4.00 $6.00 $8.00 Re ve nu e ($ M ill io ns ) $689.0 $1,563.9 Q3 2025 Q3 2026 $0 $200 $400 $600 $800 $1,000 $1,200 $1,400 $1,600 A d ju st ed E B IT D A * ($ M ill io ns ) $155.8 $337.8 Q3 2025 Q3 2026 $0 $50 $100 $150 $200 $250 $300 $350 D ilu te d E PS * $3.48 $7.58 Q3 2025 Q3 2026 $0.00 $2.00 $4.00 $6.00 $8.00 Re ve nu e ($ M ill io ns ) $689.0 $1,563.9 Q3 2025 Q3 2026 $0 $200 $400 $600 $800 $1,000 $1,200 $1,400 $1,600 REPORTED RESULTS Third Quarter 2026 Results Highlights • Revenue increased 127% YoY. Organic growth was approximately 70%. • Adjusted Diluted EPS of $7.58 increased 118% YoY and reached a new record. • Adjusted EBITDA grew 117%. • Adjusted EBITDA margin remained strong at 21.6%. The ~ 100 bps of YoY decline was driven by the higher contribution from CEC, which we owned for one month of the prior-year third quarter. (*) See the Adjusted Net Income and EBITDA reconciliations in the Appendix for reconciliations of GAAP to Non-GAAP measures. Sterling | STRL: Third Quarter 2026 10 127% 127% 133% 124% 118% 117% Revenue EPS EBITDA ADJUSTED RESULTS All comparisons are to the prior year quarter, GAAP and NON-GAAP Information*
O pe ra tin g In co m e ($ M ill io ns ) $106.6 $294.5 Q3 2025 Q3 2026 $0 $100 $200 $300 O pe ra tin g In co m e ($ M ill io ns ) $10.8 $5.7 Q3 2025 Q3 2026 $0 $5 $10 O pe ra tin g In co m e ($ M ill io ns ) $24.4 $30.2 Q3 2025 Q3 2026 $0 $10 $20 $30 Re ve nu e ($ M ill io ns ) $417.1 $1,302.7 Q3 2025 Q3 2026 $0 $500 $1,000 $1,500 Re ve nu e ($ M ill io ns ) $170.5 $165.2 Q3 2025 Q3 2026 $0 $50 $100 $150 $200 Re ve nu e ($ M ill io ns ) $101.4 $96.0 Q3 2025 Q3 2026 $0 $50 $100 $150 O pe ra tin g In co m e ($ M ill io ns ) $111.7 $302.4 Q3 2025 Q3 2026 $0 $100 $200 $300 O pe ra tin g In co m e ($ M ill io ns ) $26.7 $32.6 Q3 2025 Q3 2026 $0 $10 $20 $30 $40 O pe ra tin g In co m e ($ M ill io ns ) $12.6 $7.7 Q3 2025 Q3 2026 $0 $5 $10 $15 Third Quarter 2026 Segment Results Sterling | STRL: Third Quarter 2026 11 Transportation Solutions Building Solutions 212% E-Infrastructure Solutions (3)% (5)% 176% 24% (47)% All comparisons are to the prior year quarter, GAAP and NON-GAAP Segment Information* REVENUE OPERATING INCOME E-Infrastructure Solutions • Revenue grew 212% over prior year, reflecting strong demand for both site development and electrical services. • Adjusted operating income increased 171%, with adjusted operating margins of 23%. ◦ Site Development operating margins were in line with first half 2026 levels. ◦ CEC operating margins improved both year-over-year and sequentially. Transportation Solutions • Revenue decreased 3%, driven by the reallocation of resources to higher- margin E-Infrastructure opportunities. • Adjusted operating income grew 22%, reflecting project selectivity and strong execution. Building Solutions • Revenue decreased 5% reflecting lower levels of homebuilder activity. • Operating income has been impacted by challenging market conditions. ADJUSTED OPERATING INCOME* 171% 22% (39)% (*) See NON-GAAP Segment Information in the Appendix for reconciliations of GAAP to Non-GAAP measures.
Total Scoped Work B ac kl o g a nd U ns ig ne d A w ar d s ($ m ill io ns )* Backlog Unsigned Awards Next Phases in Design Q125 Q225 Q325 Q425 Q126 Q226 Q326 — 1,000 2,000 3,000 4,000 5,000 6,000 7,000 8,000 Sterling | STRL: Third Quarter 2026 12 Scoped Work (Backlog + Unsigned Awards + Next Phases in Design) increased approximately + 90% year-over-year and + 11% sequentially Strong bid activity continues. Strong, Multi-Year Visibility Summary - September 2026 Signed Backlog Committed work with executed contracts and estimated orders under MSAs $4.1 billion Unsigned, Awarded Includes: • Transportation Solutions Award Letters pending final contract execution • CEC LOI awards pending final contract execution $2.0 billion Next Phases in Design Upcoming phases of work in the design and pricing stage on active site development campuses ~$1.7 billion Total Scoped Work ~$8 billion Customer-owned acreage not yet in design/scoped at active Site Development projects provides more than five years of additional development runway opportunity.
Site Development Visibility 13Sterling | STRL: Third Quarter 2026 THE OPPORTUNITY EXTENDS BEYOND THE WORK CURRENTLY QUANTIFIED • Mission-Critical campuses are executed in phases. • As campus size grows, so does the duration of the project and, typically, the number of phases. • This multi-phase runway is not fully captured in reported backlog and next phases in design metrics. • These are tangible opportunities backed by land, permits, and power commitments. MULTI-PHASE DELIVERY Multi-year visibility as customers pursue larger and more complex campus programs + flexibility to adjust pricing for current market conditions.
Sterling | STRL: Third Quarter 2026 14 (in m ill io ns ) $61 $182 $472 $664 $391 $217 $452 $431 $342 $316 $291 $95 Cash and cash equivalents Total debt 2021 2022 2023 2024 2025 Q3 2026 $0 $100 $200 $300 $400 $500 $600 $700 Total Debt and Cash Positions Balance Sheet with Significant Firepower to Support Future Growth Net cash position as of September 30, 2026: $122M On July 2nd, Sterling closed on the expansion and extension of its revolving credit facility. Upsized to $1.5B Extended Maturity to July 2031 Proceeds were used to pay off existing term loan.
Capital Allocation Priorities Support Growth in Existing and New Markets Sterling | STRL: Third Quarter 2026 15 Support organic growth in existing and new markets • Capital expenditures to expand and upsize fleet, which drives productivity • Expansion of electrical prefabrication facility • Training and recruiting talent Strategic M&A • Targeting small-to-mid sized acquisition opportunities that expand service capabilities, geographic footprint, customer relationships, and/or capacity • Adjacent market opportunities with exposure to strong, multi-year infrastructure investment trends and/or a recurring revenue element Share Repurchase Program • $400 million authorization through November 2027 • $267 million of remaining availability under the authorization as of September 30, 2026 • Taking an opportunistic approach to repurchases
“At the midpoint, our updated guidance represents 88% year-over- year revenue growth, 101% growth in adjusted diluted earnings per share, and 94% growth in adjusted EBITDA," Joe Cutillo, STRL 3Q26 Conference Call Full Year 2026 Guidance • Revenue of $4.63B to $4.73B • Net Income of $596M to $604M • Diluted EPS of $19.16 to $19.42 • EBITDA(2) of $905M to $916M Full Year 2026 Adjusted Guidance • Adjusted Net Income(1) of $675M to $683M • Adjusted Diluted EPS(1) of $21.70 to $21.96 • Adjusted EBITDA(2) of $970M to $981M 16 2026 Guidance (1) See the Adjusted Net Income Guidance Reconciliation in the Appendix (2) See the EBITDA Guidance Reconciliation in the Appendix Sterling | STRL: Third Quarter 2026
17Sterling | STRL: Third Quarter 2026 SCALING THE PLATFORM, COMPOUNDING RETURNS The Next Chapter LEVERAGING CURRENT BASE OF PROJECTS Executing on our current phases + capturing future phases and scope expansions FUTURE PROJECT WINS Planting our flag on new projects with the right customers ELECTRICAL SCALE Recruiting, prefabrication and margin progression GEOGRAPHIC EXPANSION Customer-led entry into high-demand markets M&A DISCIPLINE Capacity and capability additions with strong local leadership CASH RETURNS Conversion of earnings into cash and disciplined deployment Sterling is playing an increasingly strategic role in multi-year infrastructure programs and is a trusted partner for the most critical projects
We build and service the infrastructure that enables our economy to run, our people to move, and our country to grow. 18 Contact Us Sterling Infrastructure, Inc. Noelle Dilts, VP IR and Corporate Strategy (281) 214-0795 noelle.dilts@strlco.com
Appendix Sterling | STRL: Third Quarter 2026 1919
2026 Modeling Considerations(1) Sterling | STRL: Third Quarter 2026 20 (1) In millions except for EPS and percentages (2) See the Adjusted Net Income Guidance Reconciliation in the Appendix (3) See the EBITDA Guidance Reconciliation in the Appendix FY 2026 Expectations FY 2025 Actual Revenue $4,628 to $4,728 $2,490 Other Operating Income $14 to $16 $18.2 JV Non-Controlling Interest Expense ~$45 $19.6 Effective Income Tax Rate ~23.8% 24.2% Diluted EPS $19.16 to $19.42 $9.38 Adjusted Diluted EPS(2) $21.70 to $21.96 $10.88 Expected Dilutive Shares Outstanding ~31.1 30.9 EBITDA(3) $905 to $916 $472 Adjusted EBITDA(3) $970 to $981 $504 Non-Cash Items Depreciation (Includes $1.1M of RHB basis difference depreciation in each year) $72 to $74 $56.0 Intangible Amortization (Includes $7.5M of RHB basis difference amortization in each year) ~$39 $29.7 Stock-based Compensation ~$38 $24.2 Other Cash Flow Items Interest Income, Net $2 to $4 $2.6 CAPEX ~ $140 $77.3
Consolidated Results Three Months Ended September 30, Nine Months Ended September 30, ($ in millions, except per share data) 2026 2025 % Change 2026 2025 % Change Revenues $1,563.9 $689.0 127% $3,557.8 $1,734.4 105% Gross Profit 377.3 170.2 122% 861.5 408.2 111% G&A Expenses (61.4) (37.6) (162.3) (106.2) Intangible Asset Amortization (8.4) (6.0) (23.0) (15.1) Acquisition Related Costs (2.1) (5.3) (16.1) (8.0) Earn-out Expense (2.5) (1.3) (7.5) (4.0) Other Operating Income, Net 3.9 5.4 11.2 11.1 Operating Income 306.8 125.3 145% 663.9 285.9 132% Interest, Net 0.2 1.5 0.5 5.0 Loss on Extinguishment of Debt (1.3) 0.0 (1.3) 0.0 Income Tax Expense (76.1) (30.5) (161.1) (73.0) Less: Net Income Attributable to NCI (14.7) (4.2) (35.4) (15.5) Net Income $214.9 $92.1 $466.7 $202.6 Diluted EPS $ 6.92 $ 2.97 133% $ 15.01 $ 6.56 129% EBITDA (1) $ 320.8 $ 143.1 124% $ 709.6 $ 331.4 114% (1) See the EBITDA Reconciliation in the Appendix for a reconciliation of GAAP to Non-GAAP measures. Sterling | STRL: Third Quarter 2026 21
Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2026 % of Revenue 2025 % of Revenue 2026 % of Revenue 2025 % of Revenue Revenues E-Infrastructure Solutions $ 1,302,739 83% $ 417,106 60% $ 2,805,472 79% $ 945,775 55% Transportation Solutions 165,224 11% 170,490 25% 454,779 13% 487,948 28% Building Solutions 95,964 6% 101,423 15% 297,530 8% 300,713 17% Total Revenues $ 1,563,927 $ 689,019 $ 3,557,781 $ 1,734,436 Operating Income E-Infrastructure Solutions $ 294,515 22.6% $ 106,614 25.6% $ 639,128 22.8% $ 237,023 25.1% Transportation Solutions 30,232 18.3% 24,377 14.3% 73,162 16.1% 61,605 12.6% Building Solutions 5,666 5.9% 10,752 10.6% 20,371 6.8% 32,959 11.0% Segment Operating Income 330,413 21.1% 141,743 20.6% 732,661 20.6% 331,587 19.1% Corporate G&A Expenses (18,948) (9,742) (45,210) (33,586) Acquisition Related Costs (2,136) (5,349) (16,071) (8,023) Earn-out Expense (2,487) (1,343) (7,463) (4,029) Total Operating Income $ 306,842 19.6% $ 125,309 18.2% $ 663,917 18.7% $ 285,949 16.5% Segment Information Sterling | STRL: Third Quarter 2026 22
(Unaudited) Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2026 % of Revenue 2025 % of Revenue 2026 % of Revenue 2025 % of Revenue Adjusted Operating Income E-Infrastructure Solutions $ 302,433 23.2% $ 111,697 26.8% $ 660,596 23.5% $ 249,998 26.4% Transportation Solutions 32,608 19.7% 26,680 15.6% 80,181 17.6% 68,528 14.0% Building Solutions 7,715 8.0% 12,594 12.4% 26,518 8.9% 38,625 12.8% Adjusted Segment Operating Income 342,756 21.9% 150,971 21.9% 767,295 21.6% 357,151 20.6% Corporate G&A Expenses (9,881) (5,101) (24,467) (20,221) Total Adjusted Operating Income (1) $ 332,875 21.3% $ 145,870 21.2% $ 742,828 20.9% $ 336,930 19.4% (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 September 30, 2026, GAAP operating income of $306.8 million is adjusted to exclude $11.2 million of non-cash stock-based compensation, $10.3 million of intangible asset amortization (including $1.9 million related to the basis difference of RHB), $2.1 million of acquisition related costs, and $2.5 million of earn-out expense. For the nine months ended September 30, 2026, GAAP operating income of $663.9 million is adjusted to exclude $26.8 million of non-cash stock-based compensation, $28.6 million of intangible asset amortization (including $5.6 million related to the basis difference of RHB), $16.1 million of acquisition related costs, and $7.5 million of earn-out expense. For the three months ended September 30, 2025, GAAP operating income of $125.3 million is adjusted to exclude $6.0 million of non-cash stock-based compensation, $7.9 million of intangible asset amortization (including $1.9 million related to the basis difference of RHB), $5.3 million of acquisition related costs, and $1.3 million of earn-out expense. For the nine months ended September 30, 2025, GAAP operating income of $285.9 million is adjusted to exclude $18.2 million of non-cash stock-based compensation, $20.7 million of intangible asset amortization (including $5.6 million related to the basis difference of RHB), $8.0 million of acquisition related costs, and $4.0 million of earn-out expense. NON-GAAP Segment Information Sterling | STRL: Third Quarter 2026 23
Sterling | STRL: Third Quarter 2026 24 (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except per share data) 2026 2025 2026 2025 Net income attributable to Sterling common stockholders $ 214,933 $ 92,088 $ 466,728 $ 202,556 Non-cash stock-based compensation 11,157 5,963 26,796 18,241 Intangible asset amortization(1) 10,254 7,906 28,581 20,688 Acquisition related costs 2,136 5,349 16,071 8,023 Earn-out expense 2,487 1,343 7,463 4,029 Loss on extinguishment of debt 1,265 — 1,265 — Tax impact of adjustments (6,791) (4,947) (19,472) (12,782) Adjusted net income attributable to Sterling common stockholders(2) $ 235,441 $ 107,702 $ 527,432 $ 240,755 Net income per share attributable to Sterling common stockholders: Basic $ 7.02 $ 3.02 $ 15.23 $ 6.64 Diluted $ 6.92 $ 2.97 $ 15.01 $ 6.56 Adjusted net income per share attributable to Sterling common stockholders: Basic $ 7.69 $ 3.53 $ 17.21 $ 7.90 Diluted $ 7.58 $ 3.48 $ 16.96 $ 7.80 Weighted average common shares outstanding: Basic 30,609 30,519 30,650 30,491 Diluted 31,071 30,960 31,102 30,875 (1) For each of the three and nine months ended September 30, 2026 and 2025, intangible asset amortization includes $1.87 million and $5.61 million, respectively, related to the basis difference recognized upon the deconsolidation of RHB on December 31, 2024. (2) The Company defines adjusted net income attributable to Sterling common stockholders as GAAP net income attributable to Sterling common stockholders excluding non-cash stock-based compensation, intangible asset amortization, acquisition related costs, earn-out (income) expense, loss on extinguishment of debt, and the income tax impact of these adjustments. The tax impact of adjustments is determined by using the Company's annual effective tax rate, unless the nature of the item requires application of a specific tax rate. Adjusted Net Income Reconciliation
Sterling | STRL: Third Quarter 2026 25 (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2026 2025 2026 2025 Net income attributable to Sterling common stockholders $ 214,933 $ 92,088 $ 466,728 $ 202,556 Depreciation and amortization (1) 29,965 22,059 82,269 60,965 Interest income, net (161) (1,537) (494) (5,038) Income tax expense 76,059 30,517 161,056 72,959 EBITDA (2) 320,796 143,127 709,559 331,442 Non-cash stock-based compensation 11,157 5,963 26,796 18,241 Acquisition related costs 2,136 5,349 16,071 8,023 Earn-out expense 2,487 1,343 7,463 4,029 Loss on extinguishment of debt 1,265 — 1,265 — Adjusted EBITDA (3) $ 337,841 $ 155,782 $ 761,154 $ 361,735 (1) For each of the three and nine months ended September 30, 2026 and 2025, depreciation and amortization includes $1.87 million and $5.61 million, respectively, of intangible asset amortization and $275 thousand and $825 thousand, respectively, of depreciation expense related to the basis difference recognized upon the deconsolidation of RHB. (2) The Company defines EBITDA as GAAP net income attributable to Sterling common stockholders adjusted for depreciation and amortization, net interest income/expense and income tax expense. (3) The Company defines adjusted EBITDA as EBITDA excluding the impact of non-cash stock-based compensation, acquisition related costs, earn-out expense, and loss on extinguishment of debt. EBITDA Reconciliation
Sterling | STRL: Third Quarter 2026 26 (Unaudited) Full Year 2026 Guidance Full Year (In millions, except per share data) Low High 2025 Actual 2024 Actual 2023 Actual Net income attributable to Sterling common stockholders $ 596 $ 604 $ 290 $ 257 $ 139 Gain on deconsolidation of subsidiary, net — — — (91) — Non-cash stock-based compensation 38 38 24 19 15 Intangible asset amortization (1) 39 39 30 17 15 Acquisition related costs 16 16 8 — 1 Earn-out expense (income) 10 10 (1) 5 (1) Loss on extinguishment of debt 1 1 — — — Income tax impact of adjustments (25) (25) (15) 13 (8) Adjusted net income attributable to Sterling common stockholders (2) $ 675 $ 683 $ 337 $ 221 $ 161 Net income per share attributable to Sterling common stockholders: Diluted $ 19.16 $ 19.42 $ 9.38 $ 8.27 $ 4.44 Adjusted net income per share attributable to Sterling common stockholders: Diluted $ 21.70 $ 21.96 $ 10.88 $ 7.09 $ 5.16 Weighted average common shares outstanding: Diluted (Approximate for 2026) 31.1 31.1 30.9 31.1 31.2 Adjusted Net Income Guidance Reconciliation (1) Full year 2026 guidance and full year 2025 actual include intangible asset amortization of approximately $7.5 million related to the basis difference recognized in the deconsolidation of RHB. (2) The Company defines adjusted net income attributable to Sterling common stockholders as GAAP net income attributable to Sterling common stockholders excluding the impact of the gain on deconsolidation of subsidiary, non-cash stock-based compensation, intangible asset amortization, acquisition related costs, earn-out expense (income), loss on extinguishment of debt, and the income tax impact of these adjustments. The tax impact of adjustments is determined by using the Company's annual effective tax rate, unless the nature of the item requires application of a specific tax rate.
Sterling | STRL: Third Quarter 2026 27 (Unaudited) Full Year 2026 Guidance Full Year 2025 (In millions) Low High Actual Net income attributable to Sterling common stockholders $ 596 $ 604 $ 290 Depreciation and amortization(1) 111 113 86 Interest expense (income), net (2) (4) (3) Income tax expense 200 203 99 EBITDA (2) 905 916 472 Non-cash stock-based compensation 38 38 24 Acquisition related costs 16 16 8 Earn-out expense (income) 10 10 (1) Loss on extinguishment of debt 1 1 — Adjusted EBITDA(3) $ 970 $ 981 $ 504 EBITDA Guidance Reconciliation (1) Full year 2026 guidance and full year 2025 actual include depreciation and intangible asset amortization of approximately $1.1 million and $7.5 million, respectively, related to the basis difference recognized in the deconsolidation of RHB. (2) The Company defines EBITDA as GAAP net income attributable to Sterling common stockholders, adjusted for depreciation and amortization, net interest income/expense, and income tax expense. (3) The Company defines adjusted EBITDA as EBITDA excluding the impact of non-cash stock-based compensation, acquisition related costs, earn-out expense (income), and the loss on extinguishment of debt.
Sterling | STRL: Third Quarter 2026 28 Backlog (In millions) September 30, 2026 December 31, 2025 E-Infrastructure Solutions $ 3,144.2 $ 1,843.5 Transportation Solutions 963.7 1,124.4 Building Solutions - Commercial 35.0 43.0 Total Backlog (1) $ 4,142.9 $ 3,010.9 (1) At September 30, 2026, our RPOs were $4.05 billion and our estimated orders under MSAs were $94 million, resulting in a total Backlog of $4.14 billion. This compares to December 31, 2025, when RPOs were $3.01 billion and our estimated orders under MSAs were zero, resulting in a total Backlog of $3.01 billion.
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