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FALSE000087423800008742382025-08-042025-08-04

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 4, 2025

Sterling Infra Inc Logo_4C.jpg
STERLING INFRASTRUCTURE, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-31993 25-1655321
(State or other jurisdiction of incorporation
or organization)
(Commission File Number) (I.R.S. Employer
Identification No.)
1800 Hughes Landing Blvd.
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:
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:
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 August 4, 2025, Sterling Infrastructure, Inc. (the “Company”) issued a press release announcing financial results for the three and six months ended June 30, 2025 and providing updated full year 2025 guidance. The press release is being furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
 
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 August 5, 2025, the Company will host a conference call to discuss the second quarter 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
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:
August 4, 2025
By: /s/ Nicholas Grindstaff
    Nicholas Grindstaff
    Chief Financial Officer




EX-99.1 2 a20250804ex991earningsrele.htm EX-99.1 Document

Exhibit 99.1

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NEWS RELEASE
For Immediate Release:
August 4, 2025
Sterling Reports Record Second Quarter 2025 Results and Increases Full Year Guidance

THE WOODLANDS, TX – August 4, 2025 – Sterling Infrastructure, Inc. (NasdaqGS: STRL) (“Sterling” or the “Company”) today announced record financial results for the second quarter of 2025.
The financial comparisons herein are to the prior year quarter, unless otherwise noted.
Due to the deconsolidation of the RHB joint venture on December 31, 2024, RHB is no longer included in consolidated revenue or backlog. As such, prior-year comparisons for these metrics have been adjusted to exclude RHB. Please see the "Historical Quarterly Backlog Information” section below for reconciliations to historical figures.
Second Quarter 2025 Results
•Revenues of $614.5 million. Revenues increased 21% excluding RHB from the prior year quarter
•Gross margin of 23.3%, up from 19.3%
•Net income of $71.0 million, or $2.31 per diluted share, increases of 37% and 38%, respectively, and a new second quarter record.
•Adjusted net income(1) of $82.8 million, or $2.69 per diluted share, increases of 39% and 41%, respectively
•EBITDA(1) of $116.2 million, an increase of 34% and a new second quarter record.
•Adjusted EBITDA(1) of $125.6 million, an increase of 35%
•Cash flows from operations totaled $170.3 million for the six months ended June 30, 2025
•Cash and cash equivalents totaled $699.4 million at June 30, 2025
•Backlog at June 30, 2025 was $2.01 billion. The book-to-burn ratio for the six months ended June 30, 2025 was 1.4x.
•Combined backlog(2) at June 30, 2025 was $2.25 billion. The book-to-burn ratio for the six months ended June 30, 2025 was 1.5x.
Acquisition Update
On June 17th, Sterling announced that it had reached an agreement to acquire all of the assets of CEC Facilities Group LLC (“CEC”), and the transaction continues to progress towards closing. Sterling’s expectations for CEC’s full year performance are unchanged. Sterling’s updated guidance figures included in this earnings release do not include any contribution from CEC.
CEO Remarks and Outlook
“Our outstanding second quarter results reflect the strength and resilience of our portfolio, as we delivered very strong top line growth of 21% and even better bottom-line growth, with adjusted diluted earnings per share reaching $2.69, a 41% increase,” stated Joe Cutillo, Sterling’s Chief Executive Officer. “Revenue growth was again fueled by strong 29% growth in E-Infrastructure Solutions and 24% growth in Transportation Solutions, which more than offset softness in the Building Solutions market. Gross profit margins in the quarter of 23% marked a new high for the company, 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 35%.”
(1) See “Non-GAAP Measures”, “Adjusted Net Income Reconciliation”, and “EBITDA Reconciliation” sections below for more information.
(2) Combined Backlog includes Unsigned Awards of $237.3 million at June 30, 2025.


Mr. Cutillo continued, “We ended the quarter with backlog of $2.0 billion, a 24% increase compared to the prior year second quarter on a like-for-like basis. Our book-to-burn ratio in the quarter was 0.8x, reflecting the strong backlog burn in the quarter combined with the typical seasonal lull in Transportation awards in the second quarter. Notably, E-Infrastructure Solutions awards remained strong in the quarter, outpacing the strong backlog burn. The combination of our signed backlog and high-probability future phase work continues to give us visibility into a pool of E-Infrastructure work approaching $2 billion. Our operating cash flow generation in the second quarter was again excellent at $85 million, driving our net cash position to $401 million.”
Mr. Cutillo added, “In E-Infrastructure Solutions, we achieved 29% revenue growth and 57% adjusted operating income growth in the second quarter as adjusted operating margins expanded over 500 basis points to reach 28.3%. This excellent margin profile reflects our shift toward large, mission-critical projects, including data centers and manufacturing, where our scale, superior execution, and track record of delivering projects on time are extremely valuable to our customers. Notably, awards in the E-Commerce distribution space increased meaningfully in the quarter. Large, mission-critical work continues to make up the majority of our backlog.
We are very excited about our previously announced agreement to acquire CEC. We continue to believe that the combination of CEC’s leading electrical services to high-growth markets including semiconductor and data center and Sterling’s best-in-class site civil infrastructure services will allow us to accelerate project timelines and become even more valuable to our customers. Additionally, we believe CEC will help accelerate our geographic expansion into Texas.
Transportation Solutions revenue increased 24% and adjusted operating income grew 78%. We continue to see solid demand and project opportunities in our core Rocky Mountain and Arizona regions. The downsizing of our low-bid Texas heavy highway business is progressing to plan. This shift will weigh on revenue and backlog in the near term, but will continue to benefit margins as we move through 2025.
In Building Solutions, revenue declined 1% and adjusted operating income declined 28%. Our residential businesses continued 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 2025 will be another record year for Sterling as we continue to drive bottom line growth that outpaces top line growth. We are raising our 2025 guidance to reflect our strong first half performance, backlog, and visibility into future phase opportunities. The midpoints of our revised 2025 guidance would represent 13% revenue growth as adjusted for RHB, 32% adjusted diluted earnings per share growth and 30% adjusted EBITDA growth,” Mr. Cutillo concluded.
Full Year 2025 Guidance
•Revenue of $2.10 billion to $2.15 billion
•Net Income of $243 million to $252 million
•Diluted EPS of $7.87 to $8.13
•EBITDA(1) of $406 million to $421 million
Full Year 2025 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 2024 results.
•Adjusted Net Income(1) of $285 million to $294 million
•Adjusted Diluted EPS(1) of $9.21 to $9.47
•Adjusted EBITDA(1) of $438 million to $453 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 Tuesday, August 5, 2025 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 for manufacturing, data centers, 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.”
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 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 financial estimates or projections of CEC and the anticipated closing date and benefits of the potential acquisition; our business strategy; our financial strategy; our industry outlook; our guidance; our expected margin growth; 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 June 30, Six Months Ended June 30,
2025 2024 2025 2024
Revenues $ 614,468  $ 582,822  $ 1,045,417  $ 1,023,182 
Cost of revenues (471,328) (470,079) (807,437) (833,535)
Gross profit 143,140  112,743  237,980  189,647 
General and administrative expense (33,987) (27,856) (68,618) (55,154)
Intangible asset amortization (4,536) (4,280) (9,039) (8,577)
Acquisition related costs (2,495) (101) (2,674) (137)
Earn-out expense (1,343) (1,000) (2,686) (2,000)
Other operating income (expense), net 3,785  (6,772) 5,677  (8,920)
Operating income 104,564  72,734  160,640  114,859 
Interest income 6,901  6,305  13,728  12,207 
Interest expense (4,995) (6,513) (10,227) (13,177)
Income before income taxes 106,470  72,526  164,141  113,889 
Income tax expense (27,362) (17,952) (42,442) (25,556)
Net income, including noncontrolling interests 79,108  54,574  121,699  88,333 
Less: Net income attributable to noncontrolling interests (8,117) (2,695) (11,231) (5,406)
Net income attributable to Sterling common stockholders $ 70,991  $ 51,879  $ 110,468  $ 82,927 
Net income per share attributable to Sterling common stockholders:
Basic $ 2.33  $ 1.68  $ 3.62  $ 2.68 
Diluted $ 2.31  $ 1.67  $ 3.59  $ 2.66 
Weighted average common shares outstanding:
Basic 30,408 30,914 30,477 30,945
Diluted 30,762 31,145 30,804 31,158




STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
SEGMENT INFORMATION
(In thousands)
(Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
Revenues 2025 % of Revenue 2024 % of Revenue 2025 % of Revenue 2024 % of Revenue
E-Infrastructure Solutions $ 310,406  51% $ 241,312  41% $ 528,669  51% $ 425,788  42%
Transportation Solutions 196,797  32% 232,775  40% 317,458  30% 381,744  37%
Building Solutions 107,265  17% 108,735  19% 199,290  19% 215,650  21%
Total Revenues $ 614,468  $ 582,822  $ 1,045,417  $ 1,023,182 
Operating Income
E-Infrastructure Solutions $ 83,767  27.0% $ 51,677  21.4% $ 130,409  24.7% $ 78,846  18.5%
Transportation Solutions 25,975  13.2% 15,449  6.6% 37,228  11.7% 23,581  6.2%
Building Solutions 9,855  9.2% 14,813  13.6% 22,207  11.1% 30,588  14.2%
Segment Operating Income 119,597  19.5% 81,939  14.1% 189,844  18.2% 133,015  13.0%
Corporate G&A Expense (11,195) (8,104) (23,844) (16,019)
Acquisition Related Costs (2,495) (101) (2,674) (137)
Earn-out Expense (1,343) (1,000) (2,686) (2,000)
Total Operating Income $ 104,564  17.0% $ 72,734  12.5% $ 160,640  15.4% $ 114,859  11.2%



STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
(Unaudited)
June 30, December 31,
2025 2024
Assets
Current assets:
Cash and cash equivalents $ 699,373  $ 664,195 
Accounts receivable 347,661  247,050 
Contract assets 51,778  55,387 
Receivables from and equity in construction joint ventures 7,968  5,811 
Receivable from affiliate 2,540  32,054 
Other current assets 22,979  17,383 
Total current assets 1,132,299  1,021,880 
Property and equipment, net 244,810  236,795 
Investment in unconsolidated subsidiary 109,040  107,400 
Operating lease right-of-use assets, net 44,470  52,668 
Goodwill 283,664  264,597 
Other intangibles, net 329,158  316,390 
Other non-current assets, net 17,449  17,044 
Total assets $ 2,160,890  $ 2,016,774 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable $ 159,259  $ 130,420 
Contract liabilities 553,171  508,846 
Current maturities of long-term debt 15,162  26,423 
Current portion of long-term lease obligations 18,202  20,498 
Accrued compensation 36,596  36,774 
Other current liabilities 13,841  18,997 
Total current liabilities 796,231  741,958 
Long-term debt 283,050  289,898 
Long-term lease obligations 26,729  32,455 
Deferred tax liability, net 114,774  109,360 
Other long-term liabilities 28,733  16,625 
Total liabilities 1,249,517  1,190,296 
Stockholders’ equity:
Common stock 312  312 
Additional paid in capital 287,596  288,395 
Treasury stock, at cost (99,126) (63,121)
Retained earnings 692,963  582,495 
Total Sterling stockholders’ equity 881,745  808,081 
Noncontrolling interests 29,628  18,397 
Total stockholders’ equity 911,373  826,478 
Total liabilities and stockholders’ equity $ 2,160,890  $ 2,016,774 



STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six Months Ended June 30,
2025 2024
Cash flows from operating activities:
Net income $ 121,699  $ 88,333 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 34,613  33,183 
Amortization of debt issuance costs and non-cash interest 472  597 
Gain on disposal of property and equipment (1,340) (2,964)
Distribution of earnings from unconsolidated subsidiary 10,319  — 
Equity in earnings from unconsolidated subsidiary (5,677) — 
Deferred taxes 5,414  3,517 
Stock-based compensation 12,278  9,382 
Changes in operating assets and liabilities (7,467) 38,513 
Net cash provided by operating activities 170,311  170,561 
Cash flows from investing activities:
Acquisitions, net of cash acquired (37,860) (1,016)
Capital expenditures (31,262) (51,309)
Proceeds from sale of property and equipment 2,645  6,944 
Net cash used in investing activities (66,477) (45,381)
Cash flows from financing activities:
Repayments of debt (17,275) (13,324)
Repurchase of common stock (43,846) (30,142)
Withholding taxes paid on net share settlement of equity awards (6,126) (13,264)
Debt issuance costs (1,409) — 
Other —  (28)
Net cash used in financing activities (68,656) (56,758)
Net change in cash, cash equivalents, and restricted cash 35,178  68,422 
Cash, cash equivalents and restricted cash at beginning of period 664,195  471,563 
Cash, cash equivalents and restricted cash at end of period 699,373  539,985 
Less: restricted cash —  — 
Cash and cash equivalents at end of period $ 699,373  $ 539,985 



STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
ADJUSTED NET INCOME RECONCILIATION
(In thousands)    
(Unaudited)
  Three Months Ended June 30, Six Months Ended June 30,
  2025 2024 2025 2024
Net income attributable to Sterling common stockholders $ 70,991  $ 51,879  $ 110,468  $ 82,927 
Non-cash stock-based compensation 5,595  4,796  12,278  9,382 
Intangible asset amortization (1)
6,408  4,280  12,782  8,577 
Acquisition related costs 2,495  101  2,674  137 
Earn-out expense 1,343  1,000  2,686  2,000 
Income tax impact of adjustments (4,071) (2,519) (7,866) (4,509)
Adjusted net income attributable to Sterling common stockholders (2)
$ 82,761  $ 59,537  $ 133,022  $ 98,514 
Net income per share attributable to Sterling common stockholders:
Basic $ 2.33  $ 1.68  $ 3.62  $ 2.68 
Diluted $ 2.31  $ 1.67  $ 3.59  $ 2.66 
Adjusted net income per share attributable to Sterling common stockholders:
Basic $ 2.72  $ 1.93  $ 4.36  $ 3.18 
Diluted $ 2.69  $ 1.91  $ 4.32  $ 3.16 
Weighted average common shares outstanding:
Basic 30,408 30,914 30,477 30,945
Diluted 30,762 31,145 30,804 31,158
(1) For the three and six months ended June 30, 2025, intangible asset amortization includes $1,872 and $3,743, respectively related to the fair value step up 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 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.



STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
EBITDA RECONCILIATION
(In thousands)
(Unaudited)
  Three Months Ended June 30, Six Months Ended June 30,
  2025 2024 2025 2024
Net income attributable to Sterling common stockholders $ 70,991  $ 51,879  $ 110,468  $ 82,927 
Depreciation and amortization (1)
19,769  16,925  38,906  33,183 
Interest (income) expense, net (1,906) 208  (3,501) 970 
Income tax expense 27,362  17,952  42,442  25,556 
EBITDA(2)
116,216  86,964  188,315  142,636 
Non-cash stock-based compensation 5,595  4,796  12,278  9,382 
Acquisition related costs 2,495  101  2,674  137 
Earn-out expense 1,343  1,000  2,686  2,000 
Adjusted EBITDA(3)
$ 125,649  $ 92,861  $ 205,953  $ 154,155 
(1) For the three and six months ended June 30, 2025, depreciation and amortization includes $1,872 and $3,743, respectively, of intangible asset amortization and $275 and $550, respectively, of depreciation expense related to the fair value step up 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 non-cash stock-based compensation, acquisition related costs, and earn-out expense.



STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
NON-GAAP SEGMENT INFORMATION
(In thousands)
(Unaudited)
The table below presents the three and six months ended June 30, 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 June 30, Six Months Ended June 30,
Revenues (Excluding RHB) 2025 % of Revenue 2024 % of Revenue 2025 % of Revenue 2024 % of Revenue
E-Infrastructure Solutions $ 310,406  51% $ 241,312  47% $ 528,669  51% $ 425,788  47%
Transportation Solutions 196,797  32% 158,828  31% 317,458  30% 269,333  30%
Building Solutions 107,265  17% 108,735  22% 199,290  19% 215,650  23%
Total Revenues (Excluding RHB) (1)
$ 614,468  $ 508,875  $ 1,045,417  $ 910,771 
Adjusted Operating Income
E-Infrastructure Solutions $ 87,718  28.3% $ 55,841  23.1% $ 138,301  26.2% $ 87,186  20.5%
Transportation Solutions 28,271  14.4% 15,874  10.0% 41,848  13.2% 24,386  9.1%
Building Solutions 11,797  11.0% 16,423  15.1% 26,031  13.1% 33,826  15.7%
Adjusted Segment Operating Income 127,786  20.8% 88,138  17.3% 206,180  19.7% 145,398  16.0%
Corporate G&A Expense (7,381) (5,227) (15,120) (10,443)
Total Adjusted Operating Income (2)
$ 120,405  19.6% $ 82,911  16.3% $ 191,060  18.3% $ 134,955  14.8%
(1) Due to the deconsolidation of RHB on December 31, 2024, beginning on January 1, 2025, the Company will report 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 six months ended June 30, 2024, total GAAP revenue of $582,822 and $1,023,182, respectively, have been adjusted to exclude $73,947 and $112,411, 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 June 30, 2025, GAAP operating income of $104,564 is adjusted to exclude $5,595 of non-cash stock-based compensation, $6,408 of intangible asset amortization (including $1,872 related to the fair value step up of RHB), $2,495 of acquisition related costs, and $1,343 of earn-out expense.
For the six months ended June 30, 2025, GAAP operating income of $160,640 is adjusted to exclude $12,278 of non-cash stock-based compensation, $12,782 of intangible asset amortization (including $3,743 related to the fair value step up of RHB), $2,674 of acquisition related costs, and $2,686 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 six months ended June 30, 2024, GAAP operating income of $114,859 is adjusted to exclude $9,382 of non-cash stock-based compensation, $8,577 of intangible asset amortization, $137 of acquisition related costs, and $2,000 of earn-out expense.



STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
ADJUSTED NET INCOME GUIDANCE RECONCILIATION
(In thousands)    
(Unaudited)
  Full Year 2025 Guidance Full Year
  Low High 2024 Actual
Net income attributable to Sterling common stockholders $ 243,000  $ 252,000  $ 257,461 
Gain on deconsolidation of subsidiary, net —  —  (91,289)
Non-cash stock-based compensation 23,000  23,000  19,003 
Intangible asset amortization (1)
25,633  25,633  17,037 
Acquisition related costs 2,674  2,674  421 
Earn-out expense 6,000  6,000  4,756 
Income tax impact of adjustments (15,000) (15,000) 13,356 
Adjusted net income attributable to Sterling common stockholders (2)
$ 285,307  $ 294,307  $ 220,745 
Net income per share attributable to Sterling common stockholders:
Diluted $ 7.87  $ 8.13  $ 8.27 
Adjusted net income per share attributable to Sterling common stockholders:
Diluted $ 9.21  $ 9.47  $ 7.09 
Weighted average common shares outstanding:
Diluted 31,000 31,000 31,146
(1) Intangible asset amortization includes approximately $7,500 related to the fair value step up 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.



STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
EBITDA GUIDANCE RECONCILIATION
(In millions)
(Unaudited)
  Full Year 2025 Guidance Full Year 2024
  Low High Actual
Net income attributable to Sterling common stockholders $ 243  $ 252  $ 257 
Depreciation and amortization (1)
79  80  68 
Interest income, net of interest expense (5) (6) (2)
Income tax expense 89  95  87 
EBITDA (2)
406  421  410 
Gain on deconsolidation of subsidiary, net —  —  (91)
Non-cash stock-based compensation 23  23  19 
Acquisition related costs — 
Earn-out expense
Adjusted EBITDA(3)
$ 438  $ 453  $ 343 
(1) Depreciation and intangible asset amortization includes approximately $1.1 million and $7.5 million, respectively, related to the fair value step up 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, 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 (GAAP) $ 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 (RHB) $ 38,464  $ 73,947  $ 72,188  $ 51,277  $ 235,876 
Revenues (Excluding RHB)
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 (Excluding RHB) (1)
$ 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 (GAAP) $ 42,125  $ 72,734  $ 87,492  $ 62,271  $ 264,622 
Adjusted Operating Income
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 30, 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 30, 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 

EX-99.2 3 q22025earningsreleaseppp.htm EX-99.2 q22025earningsreleaseppp
Q2 2025 EARNINGS CALL August 5, 2025


 
2Sterling | STRL: Second 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: our business strategy; our financial strategy; our industry outlook; our guidance; our expected margin growth; 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.


 
E-Infrastructure Solutions • Largest, highest margin segment • Provides value-added solutions to blue-chip customers in all major East Coast markets and the Rocky Mountain region • Develops advanced, large-scale site development services for data centers, manufacturing, e-commerce distribution centers, warehousing and more Building Solutions • Serves the Top Builders in the Nation's Top Housing Markets: Texas & Arizona • Residential and commercial concrete foundations for single-family and multi-family homes, plumbing services, and surveying for new single-family residential builds Transportation Solutions • Provides infrastructure solutions in the Rocky Mountain States and Texas • Infrastructure and rehabilitation projects for highways, roads, bridges, airports, ports, rail and storm drainage systems Sterling | STRL: Second Quarter 2025 3 WHO is Sterling? NASDAQ STRL Shares outstanding(2) 30.4M HQ The Woodlands, TX Market cap(2) $8.00B Employees ~3,000(1) Revenue(3) $2.13B Segments E-Infrastructure Solutions Building Solutions Transportation Solutions Adjusted EBITDA(3) $445M Projects underway ~190(1) Total Backlog(1) $2.01B A market-leading infrastructure service provider of e-infrastructure, building and transportation solutions. A story of successful execution of a multi-year strategic business transformation; born of a vision that levers our entrepreneurial spirit. We offer a customer-centric, market-focused portfolio of goods and services geographically positioned in the right markets. (1) At June 30, 2025. (2) Shares outstanding and Market Cap as of August 1, 2025. (3) Full Year 2025 Revenue and Adjusted EBITDA Mid-Point Guidance. *See EBITDA Reconciliation in the Appendix.


 
+18% REVENUE CAGR 2019-2024 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% E-Infrastructure Solutions Transportation Solutions Building Solutions Operating Margin 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 -1,000 -500 0 500 1,000 1,500 2,000 2,500 (6)% (4)% (2)% 0% 2% 4% 6% 8% 10% 12% 2015 – 2019: Strategic Transformation 2020 +: Leveraging the Platform Transformation Built the Foundation for Success * Revenue and Operating margin from continuing operations Sterling | STRL: Second Quarter 2025


 
+42% EPS CAGR 2019-2024 5 2015 – 2019: Strategic Transformation 2020 +: Leveraging the Platform D ilu te d E PS * $0.10 $0.60 $1.24 $1.53 $2.11 $3.16 $4.44 $8.27 $(2.40) $(0.66) $7.09 GAAP Diluted EPS Adjusted Diluted EPS 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 $(3.00) $(2.00) $(1.00) $— $1.00 $2.00 $3.00 $4.00 $5.00 $6.00 $7.00 $8.00 $9.00 Transformation Built the Foundation for Success * Diluted EPS from continuing operations. See "Adjusted Net Income Guidance Reconciliation" in the appendix for the reconciliation of GAAP to non-GAAP measures. Sterling | STRL: Second Quarter 2025


 
+ Second Quarter 2025 Results Sterling | STRL: Second Quarter 2025 6


 
Sterling | STRL: Second Quarter 2025 7 Second Quarter and YTD 2025 Results Highlights Q2 2025 YTD 2025 Revenues $614.5 million $1,045 million Net Income $71.0 million $110.5 million Adjusted Net Income(1) $82.8 million $133.0 million Diluted EPS $2.31 $3.59 Adjusted Diluted EPS(1) $2.69 $4.32 EBITDA(1) $116.2 million $188.3 million Adjusted EBITDA(1) $125.6 million $206.0 million Cash Flow from Operations $85.4 million $170.3 million Cash & Cash Equivalents(2): $699.4 million Backlog(3): $2.01 billion with 17.8% margin Combined Backlog(3): $2.25 billion (1) See the Adjusted Net Income and EBITDA reconciliations in the appendix for reconciliations of GAAP to Non-GAAP measures. (2) Cash & cash equivalents at June 30, 2025. (3) Backlog and Combined Backlog at June 30, 2025. Combined Backlog includes Unsigned Awards of $237 million.


 
Sterling | STRL: Second Quarter 2025 8 Quarterly Consolidated and Segment Results ($ in millions, except per share data) Q2 2025 Q2 2024 Revenues (1) $ 614.5 $ 582.8 Gross Profit 143.1 112.7 G&A Expense (34.0) (27.9) Intangible Amortization (4.5) (4.3) Acquisition Related Costs (2.5) (0.1) Earn-out expense (1.3) (1.0) Other Operating Income (Expense), Net 3.8 (6.8) Operating Income 104.6 72.7 Interest, Net 1.9 (0.2) Income Tax Expense (27.4) (18.0) Less: Net Income Attributable to NCI (8.1) (2.7) Net income $ 71.0 $ 51.9 Diluted EPS $2.31 $1.67 EBITDA (2) $ 116.2 $ 87.0 ($ in millions) Q2 2025 Q2 2024 E-Infrastructure Solutions Revenues $ 310.4 $ 241.3 Operating Income $ 83.8 $ 51.7 Operating Margin 27.0 % 21.4 % Transportation Solutions Revenues (1) $ 196.8 $ 232.8 Operating Income $ 26.0 $ 15.4 Operating Margin 13.2 % 6.6 % Building Solutions Revenues $ 107.3 $ 108.7 Operating Income $ 9.9 $ 14.8 Operating Margin 9.2 % 13.6 % (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 June 30, 2024, RHB had revenue of $73,947 included within Transportation Solutions and Total Revenues. (2) See the "EBITDA Reconciliation" in the appendix for a reconciliation of GAAP to Non-GAAP measures.


 
Sterling | STRL: Second Quarter 2025 9 Quarterly Consolidated Results (2024 period reflects the deconsolidation of RHB) ($ in millions, except per share data) Q2 2025 Q2 2024 (1) % Change Revenues $ 614.5 $ 508.9 20.8 % Gross Profit 143.1 98.4 45.4 % G&A Expense (34.0) (27.1) Intangible Amortization (4.5) (4.3) Acquisition Related Costs (2.5) (0.1) Earn-out expense (1.3) (1.0) Other Operating Income, Net 3.8 6.8 Operating Income $ 104.6 $ 72.7 43.9 % (1) Due to the deconsolidation of RHB on December 31, 2024, for comparison purposes, the three months ended June 30, 2024 excludes $73.9 million of RBH Revenues, $14.3 million of RHB Gross Profit, and $0.8 million of RHB G&A Expense, and replaces $6.8 million of RHB Other Operating Expense with Sterling's portion of Other Operating Income.


 
Sterling | STRL: Second Quarter 2025 10 YTD Q2 Consolidated and Segment Results ($ in millions) YTD 2025 YTD 2024 Revenues (1) $ 1,045.4 $ 1,023.2 Gross Profit 238.0 189.6 G&A Expense (68.6) (55.2) Intangible Amortization (9.0) (8.6) Acquisition Related Costs (2.7) (0.1) Earn-out expense (2.7) (2.0) Other Operating Expense, Net 5.7 (8.9) Operating Income 160.6 114.9 Interest, Net 3.5 (1.0) Income Tax Expense (42.4) (25.6) Less: Net Income Attributable to NCI (11.2) (5.4) Net income 110.5 82.9 Diluted EPS $ 3.59 $ 2.66 EBITDA (2) $ 188.3 $ 142.6 ($ in millions) YTD 2025 YTD 2024 E-Infrastructure Solutions Revenues $ 528.7 $ 425.8 Operating Income $ 130.4 $ 78.8 Operating Margin 24.7 % 18.5 % Transportation Solutions Revenues (1) $ 317.5 $ 381.7 Operating Income $ 37.2 $ 23.6 Operating Margin 11.7 % 6.2 % Building Solutions Revenues $ 199.3 $ 215.7 Operating Income $ 22.2 $ 30.6 Operating Margin 11.1 % 14.2 % (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 six months ended June 30, 2024, RHB had revenue of $112,411 included within Transportation Solutions and Total Revenues. (2) See the EBITDA reconciliation in the appendix for a reconciliation of GAAP to Non-GAAP measures.


 
Sterling | STRL: Second Quarter 2025 11 YTD Q2 Consolidated Results (2024 period reflects the deconsolidation of RHB) Six Months Ended June 30 ($ in millions, except per share data) 2025 2024 (1) % Change Revenues $ 1,045.4 $ 910.8 14.8 % Gross Profit 238.0 170.0 40.0 % G&A Expense (68.6) (53.4) Intangible Amortization (9.0) (8.6) Acquisition Related Costs (2.7) (0.1) Earn-out expense (2.7) (2.0) Other Operating Income, Net 5.7 8.9 Operating Income $ 160.6 $ 114.9 39.8 % (1) Due to the deconsolidation of RHB on December 31, 2024, for comparison purposes, the six months ended June 30, 2024 excludes $112.4 million of RBH Revenues, $19.6 million of RHB Gross Profit, and $1.8 million of RHB G&A Expense, and replaces $8.9 million of RHB Other Operating Expense with Sterling's portion of Other Operating Income.


 
Sterling | STRL: Second Quarter 2025 12 Remaining Performance Obligations (RPOs)(1) ($ in millions) June 30, 2025 December 31, 2024 E-Infrastructure Solutions RPOs $ 1,249.7 $ 1,032.1 Transportation Solutions RPOs 715.0 622.1 Building Solutions RPOs - Commercial 44.0 39.0 Total RPOs $ 2,008.7 $ 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.


 
Sterling | STRL: Second Quarter 2025 13 Increased EBITDA and Cash Flow Drives Liquidity Strategy Forward Looking Debt/EBITDA Leverage Ratio 0.8X 0.7X 12/31/24 6/30/25 0.0X 0.3X 0.5X 0.8X 1.0X 1.3X We expect to pursue strategic uses of our liquidity, such as strategic acquisitions, investing in capital equipment and managing leverage. Capital allocation focus • Long-term shareholder value • Complementing organic growth in existing and new markets • Strong cash flow profile provides flexibility and drives liquidity strategy Sterling is comfortable with a Debt/EBITDA leverage ratio of +/-2.5X. 5-Year Credit Facility $300M Term Loan Borrowings $150M Revolving Credit Facility (Undrawn) Key Cash Flow Considerations Q2 YTD 2025 Q2 YTD 2024 Cash flows from Operations $170.3M $170.6M Net CAPEX $28.6M $44.4M • Cash & Cash Equivalents at June 30, 2025 was $699.4 million • 2025 EBITDA guidance(1): $406M to $421M • Expected 2025 noncash expenses: $34M to $36M (Stock-based compensation, noncash interest expense, and deferred taxes) • Scheduled term loan debt payments total $7.5 million and $15.0 million for the remainder of 2025 and 2026, respectively (1) See "EBITDA Guidance Reconciliation" in the appendix for a reconciliation of GAAP to Non-GAAP measures.


 
Robust balance sheet, FCF 14 Sterling, A Leading Provider of Infrastructure Services in the U.S. Successful strategic foundation with strong, diversified platform Continued opportunity for margin expansion Strong, multi-year, secular growth drivers Strong historical stock performance Sterling | STRL: Second Quarter 2025


 
We build and service the infrastructure that enables our economy to run, our people to move, and our country to grow. Sterling | STRL: Second Quarter 2025 15 Contact Us Sterling Infrastructure, Inc. Noelle Dilts, VP IR and Corporate Strategy Tel: (281) 214-0795 noelle.dilts@strlco.com


 
+ Appendix Sterling | STRL: Second Quarter 2025 16


 
Sterling | STRL: Second Quarter 2025 17 2025 Modeling Considerations(1) (1) In millions except for EPS and percentages. (2) See the "Adjusted Net Income Guidance Reconciliation" on page 21. (3) See the "EBITDA Guidance Reconciliation" on page 22. Revenue $2,100 to $2,150 Gross Margin ~23.0% G&A Expense as % of Revenue (Excluding Intangible Amortization) ~6.3% Other Operating Income $13 to $15 JV Non-Controlling Interest Expense ~$17 Effective Income Tax Rate ~26% Diluted EPS $7.87 to $8.13 Adjusted Diluted EPS(2) $9.21 to $9.47 Expected Dilutive Shares Outstanding ~31.0 EBITDA(3) $406 to $421 Adjusted EBITDA(3) $438 to $453


 
2025 Modeling Considerations Continued* Sterling | STRL: Second Quarter 2025 18 * In Millions. Non-Cash Items FY 2025 Expectations FY 2024 Depreciation $53 to $54 $51.4 Intangible Amortization $26 $17.0 Debt Issuance Cost Amortization ~$1 $1.1 Stock-based Compensation ~$23 $19.0 Deferred Taxes $10 to $12 $32.6 Other Cash Flow Items FY 2025 Expectations FY 2024 Interest income, net $5 to $6 $2.4 CAPEX, net of disposals $70 to $80 $70.8


 
Sterling | STRL: Second Quarter 2025 19 (1) For the three and six months ended ended June 30, 2025, intangible asset amortization includes $1,872 and $3,743, respectively related to the fair value step up 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 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. Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Net income attributable to Sterling common stockholders $ 70,991 $ 51,879 $ 110,468 $ 82,927 Non-cash stock-based compensation 5,595 4,796 12,278 9,382 Intangible asset amortization(1) 6,408 4,280 12,782 8,577 Acquisition related costs 2,495 101 2,674 137 Earn-out expense 1,343 1,000 2,686 2,000 Tax impact of adjustments (4,071) (2,519) (7,866) (4,509) Adjusted net income attributable to Sterling common stockholders(2) $ 82,761 $ 59,537 $ 133,022 $ 98,514 Net income per share attributable to Sterling common stockholders: Basic $ 2.33 $ 1.68 $ 3.62 $ 2.68 Diluted $ 2.31 $ 1.67 $ 3.59 $ 2.66 Adjusted net income per share attributable to Sterling common stockholders: Basic $ 2.72 $ 1.93 $ 4.36 $ 3.18 Diluted $ 2.69 $ 1.91 $ 4.32 $ 3.16 Weighted average common shares outstanding: Basic 30,408 30,914 30,477 30,945 Diluted 30,762 31,145 30,804 31,158 STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES ADJUSTED NET INCOME RECONCILIATION (In thousands) (Unaudited)


 
Sterling | STRL: Second Quarter 2025 20 Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Net income attributable to Sterling common stockholders $ 70,991 $ 51,879 $ 110,468 $ 82,927 Depreciation and amortization(1) 19,769 16,925 38,906 33,183 Interest (income) expense, net (1,906) 208 (3,501) 970 Income tax expense 27,362 17,952 42,442 25,556 EBITDA (2) 116,216 86,964 188,315 142,636 Non-cash stock-based compensation 5,595 4,796 12,278 9,382 Acquisition related costs 2,495 101 2,674 137 Earn-out expense 1,343 1,000 2,686 2,000 Adjusted EBITDA (3) $ 125,649 $ 92,861 $ 205,953 $ 154,155 STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES EBITDA RECONCILIATION (In thousands) (Unaudited) (1) For the three and six months ended June 30, 2025, depreciation and amortization includes $1,872 and $3,743, respectively, of intangible asset amortization and $275 and $550, respectively, of depreciation expense related to the fair value step up 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 non-cash stock-based compensation, acquisition related costs, and earn-out expense.


 
Sterling | STRL: Second Quarter 2025 21 (1) Intangible asset amortization includes approximately $7,500 related to the fair value step up 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 2025 Guidance Full Year Low High 2024 Actual Net income attributable to Sterling common stockholders $ 243,000 $ 252,000 $ 257,461 Gain on deconsolidation of subsidiary, net — — (91,289) Non-cash stock-based compensation 23,000 23,000 19,003 Intangible asset amortization(1) 25,633 25,633 17,037 Acquisition related costs 2,674 2,674 421 Earn-out expense 6,000 6,000 4,756 Income tax impact of adjustments (15,000) (15,000) 13,356 Adjusted net income attributable to Sterling common stockholders(2) $ 285,307 $ 294,307 $ 220,745 Net income per share attributable to Sterling common stockholders: Diluted $ 7.87 $ 8.13 $ 8.27 Adjusted net income per share attributable to Sterling common stockholders: Diluted $ 9.21 $ 9.47 $ 7.09 Weighted average common shares outstanding: Diluted 31,000 31,000 31,146 STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES ADJUSTED NET INCOME GUIDANCE RECONCILIATION (In thousands) (Unaudited)


 
Sterling | STRL: Second Quarter 2025 22 (1) Depreciation and intangible asset amortization includes approximately $1.1 million and $7.5 million, respectively, related to the fair value step up 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, 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 2025 Guidance Full Year 2024 Low High Actual Net income attributable to Sterling common stockholders $ 243 $ 252 $ 257 Depreciation and amortization(1) 79 80 68 Interest income, net of interest expense (5) (6) (2) Income tax expense 89 95 87 EBITDA (2) 406 421 411 Gain on deconsolidation of subsidiary, net — — (91) Non-cash stock-based compensation 23 23 19 Acquisition related costs 3 3 — Earn-out expense 6 6 5 Adjusted EBITDA(3) $ 438 $ 453 $ 343 STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES EBITDA GUIDANCE RECONCILIATION (In millions) (Unaudited)


 
Sterling | STRL: Second Quarter 2025 23 Three Months Ended June 30, Six Months Ended June 30, 2025 % of Revenue 2024 % of Revenue 2025 % of Revenue 2024 % of Revenue Revenues (Excluding RHB) E-Infrastructure Solutions $ 310,406 51% $ 241,312 47% $ 528,669 51% $ 425,788 47% Transportation Solutions 196,797 32% 158,828 31% 317,458 30% 269,333 30% Building Solutions 107,265 17% 108,735 22% 199,290 19% 215,650 23% Total Revenues (Excluding RHB) (1) $ 614,468 $ 508,875 $ 1,045,417 $ 910,771 (1) Due to the deconsolidation of RHB on December 31, 2024, beginning on January 1, 2025, the Company will report 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 six months ended June 30, 2024, total GAAP revenue of $582,822 and $1,023,182, respectively, have been adjusted to exclude $73,947 and $112,411, respectively, of RHB revenue. STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES NON-GAAP SEGMENT INFORMATION (In thousands) (Unaudited)


 
Sterling | STRL: Second Quarter 2025 24 Three Months Ended June 30, Six Months Ended June 30, 2025 % of Revenue 2024 % of Revenue 2025 % of Revenue 2024 % of Revenue Adjusted Operating Income E-Infrastructure Solutions $ 87,718 28.3% $ 55,841 23.1% $ 138,301 26.2% $ 87,186 20.5% Transportation Solutions 28,271 14.4% 15,874 10.0% 41,848 13.2% 24,386 9.1% Building Solutions 11,797 11.0% 16,423 15.1% 26,031 13.1% 33,826 15.7% Adjusted Segment Operating Income 127,786 20.8% 88,138 17.3% 206,180 19.7% 145,398 16.0% Corporate G&A Expense (7,381) (5,227) (15,120) (10,443) Total Adjusted Operating Income (1) $ 120,405 19.6% $ 82,911 16.3% $ 191,060 18.3% $ 134,955 14.8% (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 June 30, 2025, GAAP operating income of $104,564 is adjusted to exclude $5,595 of non-cash stock-based compensation, $6,408 of intangible asset amortization (including $1,872 related to the fair value step up of RHB), $2,495 of acquisition related costs, and $1,343 of earn-out expense. For the six months ended June 30, 2025, GAAP operating income of $160,640 is adjusted to exclude $12,278 of non-cash stock-based compensation, $12,782 of intangible asset amortization (including $3,743 related to the fair value step up of RHB), $2,674 of acquisition related costs, and $2,686 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 six months ended June 30, 2024, GAAP operating income of $114,859 is adjusted to exclude $9,382 of non-cash stock-based compensation, $8,577 of intangible asset amortization, 137 of acquisition related costs, and 2,000 of earn- out expense. STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES NON-GAAP SEGMENT INFORMATION (In thousands) (Unaudited)


 
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