8-K
Sterling Infrastructure, Inc. (STRL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| FORM 8-K |
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 14, 2025
| STERLING INFRASTRUCTURE, INC. | ||||||
|---|---|---|---|---|---|---|
| (Exact name of registrant as specified in its charter) | ||||||
| Delaware | 001-31993 | 25-1655321 | ||||
| (State or other jurisdiction of incorporation<br>or organization) | (Commission File Number) | (I.R.S. Employer<br>Identification No.) | ||||
| 1800 Hughes Landing Blvd.<br><br>The Woodlands, Texas | 77380 | |||||
| (Address of principal executive offices) | (Zip Code) | |||||
| Registrant’s telephone number, including area code: (281) 214-0777 | Securities registered pursuant to Section 12(b) of the Act: | |||||
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| Common Stock, $0.01 par value per share | STRL | The NASDAQ Stock Market LLC | ||||
| (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: | |||
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| ☐ | 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). | ||||
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| 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. | ☐ | |||
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
| Effective March 14, 2025, the Board of Directors (the “Board”) of Sterling Infrastructure, Inc. (the “Company”) appointed Ronald A. Ballschmiede, the Company’s Executive Vice President and former Chief Financial Officer and Chief Accounting Officer, as the Company’s interim Chief Financial Officer and Chief Accounting Officer. The Company has initiated a formal search process to identify a permanent Chief Financial Officer. Mr. Ballschmiede’s biographical information is set forth in the Company’s proxy statement filed with the Securities and Exchange Commission on March 26, 2024, and is incorporated herein by reference.<br><br><br><br>Mr. Ballschmiede’s appointment is not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Mr. Ballschmiede and any director, executive officer or other person that would require disclosure under Item 401(d) of Regulation S-K. There are no transactions in which Mr. Ballschmiede has an interest requiring disclosure under Item 404(a) of Regulation S-K.<br><br><br><br>Upon approval of the Board, Sharon R. Villaverde ceased serving as Chief Financial Officer and Chief Accounting Officer, without cause, on March 14, 2025. Ms. Villaverde’s departure from Sterling Infrastructure, Inc. is not the result of any issue, concern or disagreement with Sterling’s accounting, financial reporting or internal control over financial reporting. In connection with her separation from the Company, Ms. Villaverde will receive the payments and benefits due under the terms of the Company’s Senior Executive Incentive Compensation Program and, subject to her execution and non-revocation of a release agreement, certain payments under her offer letter from the Company dated December 20, 2023 |
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Item 8.01 Other Events.
| A copy of the Company’s press release announcing the re-appointment of Mr. Ballschmiede to resume such roles is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | ||||
|---|---|---|---|---|---|
| 99.1 | Press release, dated March 14, 2025 | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
| SIGNATURES | |||||
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| 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: | March 14, 2025 | By: | /s/ Ronald A. Ballschmiede | ||
| Ronald A. Ballschmiede | |||||
| Executive Vice President, Chief Financial Officer and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer) |
Document
NEWS RELEASE
For Immediate Release:
March 14, 2025
Sterling Announces the Appointment of Ronald Ballschmiede as Interim Chief Financial Officer and the Departure of Sharon Villaverde as Chief Financial Officer
THE WOODLANDS, TX – March 14, 2025 – Sterling Infrastructure, Inc. (NasdaqGS: STRL) ("Sterling" or "the Company") today announced the appointment of Ronald A. Ballschmiede, the Company’s Executive Vice President, as Sterling’s interim Principal Financial Officer and Principal Accounting Officer, effective March 14th. Mr. Ballschmiede assumes this position following the departure of Sharon Villaverde to pursue other opportunities. Mr. Ballschmiede served as Sterling’s Chief Financial Officer and Chief Accounting Officer from November 2015 to May 2024, and has held the role of Executive Vice President from 2015 through the present. The Company has initiated a formal search process to identify a permanent Chief Financial Officer.
CEO Remarks
“I would like to thank Sharon for her contributions to Sterling over the past year and wish her all the best in her future endeavors,” stated Joe Cutillo, Sterling’s Chief Executive Officer. “We are very pleased that Ron can seamlessly resume the CFO role during the transition period. We remain as confident as ever in the opportunities ahead of us and our team’s ability to execute at a high level,” Mr. Cutillo concluded.
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 for manufacturing, data centers, large scale 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.”
Sterling Infrastructure Contact
Noelle Dilts, VP of Investor Relations and Corporate Strategy
281-214-0795
noelle.dilts@strlco.com