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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): June 16, 2025

 

 

 

LOGO

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 7.01

Regulation FD Disclosure.

On June 17, 2025, Sterling Infrastructure, Inc. (the “Company”) issued a press release announcing the execution on June 16, 2025 of an Asset Purchase Agreement (the “Purchase Agreement”) by the Company and CEC Facilities, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Purchaser”), CEC Facilities Group, LLC, a Texas limited liability company (the “Seller”), MCEC, LLC, a Texas limited liability company and wholly-owned subsidiary of the Seller (“MCEC” and together with the Seller, the “Sellers” or the “Seller Parties”), CEC Electrical, Inc., a Texas corporation, in its capacity as a member of Seller (“CEC Electrical”), Brad Smith, an individual resident of the state of Texas, and Daniel Williams, an individual resident of the state of Texas, each in his capacity as a member of Seller (collectively and together with CEC Electrical, the “Members”), and Ray Waddell, an individual resident of the state of Texas (the “Beneficial Owner” and together with the Seller Parties and the Members, the “Seller Group Members”). Subject to the terms and conditions of the Purchase Agreement, Purchaser will acquire substantially all of the assets and will assume certain liabilities of the Seller Parties (the “Acquisition”).

Additionally, the Company is also furnishing presentation materials regarding the Acquisition that will be used, in whole or in part, at a presentation to investors on June 17, 2025.

The information required by Item 1.01, including a copy of the Purchase Agreement, will be filed in a separate Current Report on Form 8-K by no later than close of business on June 23, 2025.

Copies of the press release and investor presentation are being furnished with this Report as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

The information furnished in this Item 7.01 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 other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto.

Cautionary Statement Regarding Forward-Looking Statements

This Report contains statements that are considered forward-looking statements within the meaning of the federal securities laws. Any such statements are subject to risks and uncertainties, including those risks identified in the Company’s filings with the U.S. Securities and Exchange Commission. Accordingly, such statements should be considered in light of these risks. The forward-looking statements speak only as of the date made, and the Company undertakes 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 the Company’s assumptions, changes in business plans, actual experience or other changes. These cautionary statements qualify all forward-looking statements attributable to the Company or persons acting on its behalf.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit Number

  

Description

99.1    Press release, dated June 17, 2025
99.2    Investor Presentation Materials, dated June 17, 2025
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

1


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: June 17, 2025     By:  

/s/ Ronald A. Ballschmiede

            Ronald A. Ballschmiede
            Chief Financial Officer
EX-99.1 2 d73055dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

NEWS RELEASE

For Immediate Release:

June 17, 2025

Sterling Announces Agreement to Acquire CEC Facilities Group

Acquisition Expands Suite of E-Infrastructure Services into Mission-Critical Electrical Contracting

Conference Call with Accompanying Slide Deck: June 17, 2025 at 11:00 AM ET/ 10:00 AM CT

THE WOODLANDS, TX – June 17, 2025 – Sterling Infrastructure, Inc. (NasdaqGS: STRL) (“Sterling” or “the Company”) today announced that it has signed a definitive agreement to purchase substantially all of the assets of Irving, Texas-based CEC Facilities Group, LLC (“CEC”) a leading specialty electrical and mechanical contractor. The upfront purchase price at closing totals $505 million, consisting of $450 million in cash (subject to certain adjustments) and $55 million in Sterling Common Stock. Additionally, CEC has an earn out opportunity contingent upon achieving certain operating income targets through December 31, 2029. The Boards of Directors of both companies have unanimously approved the transaction. CEC will join Sterling’s E-Infrastructure Solutions segment. The transaction is expected to close in the third quarter of 2025, subject to customary closing conditions including the expiration or termination of the waiting period under the Hart-Scott-Rodino Act.

Strategic Transaction Highlights

 

   

CEC is a leading, non-union electrical contractor to high-growth, mission-critical markets.

 

   

CEC delivers comprehensive design, engineering, installation, and maintenance services for complex electrical infrastructure across high growth sectors.

 

   

Electrical services accounted for over 80% of CEC’s 2024 revenue.

 

   

Over 80% of CEC revenue and backlog comes from mission-critical end markets including semiconductor (its largest end market), data center, and manufacturing.

 

   

The transaction expands Sterling’s suite of high-value E-Infrastructure services into the next critical phases of project lifecycle.

 

   

CEC’s electrical offering is highly complementary to Sterling’s current E-Infrastructure services.

 

   

CEC’s service offerings extend to ongoing maintenance, retrofit, and upgrade needs, allowing Sterling to touch the full project lifecycle.

 

   

Significant opportunity to cross-sell services across complementary customer base and geographic footprint.

 

   

Opportunity to leverage Sterling’s established track record in the data center market and CEC’s established track record in the semiconductor market.

 

   

CEC has a strong presence in Texas, with services extending into the Rocky Mountain region, Southwest, and Southeast.


   

CEC’s compelling financial profile: Top-tier margin, growth, and cash flow characteristics within the electrical service provider space.

 

   

Two-year estimated revenue CAGR of approximately 20%, estimated 2025 EBITDA margin(1) of ~13%, and strong FCF conversion.

 

   

Accretive to Sterling’s return on invested capital profile.

 

   

Opportunity to grow the electrical services platform, both organically and through M&A.

 

   

Strong, multi-year tailwinds across CEC’s end markets plus opportunity to continue to follow customers into new geographies.

 

   

Robust opportunity for bolt-on M&A targets within the electrical space.

 

   

CEC has an experienced, driven management team.

 

   

CEC’s Founder and Chairman Ray Waddell will assume strategic leadership of Sterling’s electrical services platform growth.

 

   

CEC’s CEO Daniel Williams will continue to lead its operations.

Financial Highlights

 

   

Estimated CEC full-year 2025 revenues of approximately $390 to $415 million.

 

   

Estimated CEC full-year 2025 EBITDA(1) of $51 to $54 million.

 

   

Estimated CEC full-year 2025 adjusted EPS(1) accretion of approximately $0.63 to $0.70 per fully diluted share. These figures include assumptions for the estimated share issuance for the CEC acquisition, the impact of lower interest income related to the cash portion of the purchase price, an estimated 26% tax rate, and exclude the impact of purchase-accounting related adjustments such as amortization of intangibles and depreciation of fixed assets.

 

   

The proportion of revenue and earnings contribution to Sterling will be dependent upon the timing of closing, with current timing expectations suggesting roughly five months of contribution in 2025.

Management Commentary

“We are thrilled to announce that CEC is joining the Sterling team. CEC has extremely strong relationships with its customers and a history of excellent growth, execution, and profitability,” stated Joe Cutillo, Sterling’s Chief Executive Officer. “We believe that the combination of CEC’s leading mission-critical electrical services 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. We welcome CEC to our team and believe their strong values, commitment to customers, and entrepreneurial spirit align perfectly with Sterling.”

Ray Waddell, Founder and Chairman of CEC, added, “As we celebrate 16 years since founding CEC, I’m incredibly proud of what our team has built—driven by our values, our people, and a relentless pursuit of excellence. From day one, we’ve reinvested in our company and in our people—believing that long-term success comes from building talent, trust, and a culture of performance. This combination with Sterling adds a valuable element to their E-Infrastructure strategy—amplifying their momentum with CEC’s deep expertise in semiconductors, data centers, and mission-critical environments. The opportunities ahead are extraordinary, and we’re just getting started.”


Conference Call Information

Sterling’s management will hold a conference call to discuss this transaction on June 17, 2025 at 11:00 a.m. ET/10:00 a.m. CT. Interested parties may participate in the call by dialing (800) 836-8184. Please call in ten 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. 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

(1) 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 should be used in addition to, and not in lieu of, results prepared in conformity with GAAP.

We have not provided the most directly comparable GAAP financial measures, or a quantitative reconciliation thereto, for the forward-looking guidance of CEC’s 2025 estimated EBITDA, EBITDA margin, or estimated adjusted diluted earnings per share included in this press release in reliance on the “unreasonable efforts” exception provided under Item 10(e)(1)(i)(B) of Regulation S-K. Providing the most directly comparable GAAP financial measures, or a quantitative reconciliation thereto, cannot be done without unreasonable effort due to the inherent uncertainty and difficulty in predicting the timing and amount of certain items, including but not limited to amortization of intangible assets and depreciation, which may be significant and difficult to project with a reasonable degree of accuracy, as the allocation of purchase price to intangible assets and property and equipment has not yet been performed. Because these adjustments are inherently variable and uncertain and depend on various factors that are beyond Sterling’s control, we are also unable to predict their probable significance. The variability of these items could have an unpredictable, and potentially significant, impact on our future GAAP financial results.


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. Factors that could affect actual results include but are not limited to: the possibility that the anticipated benefits of the potential acquisition cannot be fully realized or may take longer to realize than expected, the ability to timely complete necessary regulatory requirements and satisfy other closing conditions, the integration of CEC’s business will be more costly or take longer than expected, the ability to hire and retain key CEC personnel, delay in closing date, the ability to maintain the quality and profitability of the existing CEC service offerings and expand the business, and the ability to maintain favorable relations with key business partners, suppliers, and vendors, as well as the other risk factors disclosed in the “Risk Factors” section in our filings with the U.S. Securities and Exchange Commission and elsewhere in those filings. There can be no assurance that the proposed acquisition or any other transaction described above will in fact be consummated in the manner described or at all. 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

EX-99.2 3 d73055dex992.htm EX-99.2 EX-99.2

Slide 1

STERLING TO ACQUIRE CEC FACILITIES GROUP INVESTOR UPDATE June 17, 2025 Exhibit 99.2


Slide 2

Cautionary Statement Regarding Forward-Looking Statements Sterling Infrastructure, Inc. | STRL: CEC Acquisition 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 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 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. Factors that could affect actual results include but are not limited to: the possibility that the anticipated benefits of the potential acquisition cannot be fully realized or may take longer to realize than expected, the ability to timely complete necessary regulatory requirements and satisfy other closing conditions, the integration of CEC’s business will be more costly or take longer than expected, the ability to hire and retain key CEC personnel, delay in closing date, the ability to maintain the quality and profitability of the existing CEC service offerings and expand the business, and the ability to maintain favorable relations with key business partners, suppliers, and vendors, as well as the other risk factors disclosed in the “Risk Factors” section in our filings with the U.S. Securities and Exchange Commission and elsewhere in those filings. There can be no assurance that the proposed acquisition or any other transaction described above will in fact be consummated in the manner described or at all. 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 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 should be used in addition to, and not in lieu of, results prepared in conformity with GAAP. See “Important Information for Investors and Stockholders—Non-GAAP Measures” and the related appendix for additional information.


Slide 3

(1) Exclusive of purchase accounting impacts Sterling Infrastructure, Inc. | STRL: CEC Acquisition At least 50% of work from mission-critical markets (data center, semiconductor, manufacturing) High margins within its sector ~90%+ free cash flow conversion Strong returns on capital Expect immediately accretive to EPS(1) Strong, energized management team Overlap with Sterling’s E-Infrastructure footprint 25%+ maintenance/ service exposure A new platform with scale that we can grow CEC is a great fit with the "ideal" characteristics we have been looking for in an Electrical/ Mechanical Specialty Contractor acquisition CEC OVERLAP IDEAL CHARACTERISTICS WE HAVE COMMUNICATED


Slide 4

Sterling Infrastructure, Inc. | STRL: CEC Acquisition Compelling financial profile: CEC has top-tier margin, growth, and free cash flow characteristics within the electrical space 4 2 1 Leading non-union electrical contractor to high-growth, mission-critical end markets including semiconductor, data center, and manufacturing Significant opportunity to cross-sell services across complementary customer base and geographic footprint 3 Opportunity to grow the electrical services platform, both organically and through M&A 5 COMPELLING STRATEGIC RATIONALE Expands Sterling's suite of high-value services within E-Infrastructure Solutions into the next phases of project lifecycle CEC has an experienced, driven management team 6


Slide 5

TRANSACTION SUMMARY Sterling Infrastructure, Inc. | STRL: CEC Acquisition Total upfront consideration at closing totals $505M, consisting of $450M cash (subject to certain adjustments) and $55M in STRL common stock Represents 9.6x the midpoint of CEC's 2025 estimated EBITDA(1) range Additional earn-out opportunity contingent upon achieving certain operating income levels through December 31, 2029 CEC Full Year 2025 Financial Expectations: Revenue: Approximately $390 to $415 million EBITDA(1): Approximately $51 to $54 million Adjusted EPS(1): Approximately $0.63 to $0.70 per fully diluted share The 2025 earnings contribution to Sterling will be dependent upon the timing of close Expected continued strong cash flow conversion Upfront cash consideration to be paid with cash on hand Sterling's balance sheet will remain in a very strong position following the close of the transaction Hart-Scott-Rodino (“HSR”) process currently underway Expected close 3Q 2025 CEC to report under Sterling’s E-Infrastructure segment Transaction Value Expected Financial Benefits Financing and Credit Impacts Timing and Closing (1) See "Important Information for Investors and Stockholders - Non-GAAP Measures" in the appendix hereto. Adjusted EPS figures include assumptions for the estimated share issuance for the CEC acquisition, the impact of the cash outlay on interest income, an estimated 26% tax rate, and exclude the impact of purchase-accounting related adjustments such as amortization of intangibles and depreciation of fixed assets.


Slide 6

Total Employees (non-union)~1,300 2024 Revenue $359M 2024 EBITDA$47M CEC ACTIVE GEOGRAPHIC FOOTPRINT KEY FACTS SPECIALTY CONTRACTOR RANKINGS 2024 REVENUE COMPOSITION About CEC ENR National #145 ENR TX & LA (1) #8 EC&M #47 CEC Offices CEC Headquarters CEC University Modular Facility Electrical Revenue by End Market Revenue by Service Line SELECT CUSTOMERS CEC is a Leading Provider of Electrical and Related Specialty Services to High-Growth Industrial & Commercial End Markets (1) Reflects 2023 Ranking Sterling Infrastructure, Inc. | STRL: CEC Acquisition


Slide 7

Planning, Design & Preconstruction Civil Site Development Build Fit-Up Build Fit-Out Maintenance, Retrofits & Upgrades Portfolio of Complementary Services Multi-Service Solutions That Now Touch the Full Project Lifecycle Sterling Infrastructure, Inc. | STRL: CEC Acquisition Turnkey Installation Retrofit / Repair Services BIM / VDC Preconstruction & Estimating Design-Assist Prefab & Modular Solutions Engineering Services Low Voltage Solutions A/V Fiber and networking services ELECTRICAL ELECTRICAL Turnkey HVAC Installation Turnkey Plumbing Installation Retrofit / Repair Services BIM / VDC Preconstruction & Estimating Prefab & Modular Solutions Engineering & Design-Assist MECHANICAL Low Voltage Solutions Structured Cabling Audio Visual Retrofit / Repair Services BIM / VDC Preconstruction Design-Assist TECHNOLOGY On Demand Service & Repair 7x24x365 Emergency Service Electrical Service HVAC Service Plumbing Service Fiber and Networking Services SERVICE/ MAINTENANCE, OTHER STERLING + CEC: Full Project Lifecycle Services for Critical Infrastructure


Slide 8

Industry Tailwinds Focused on End Markets With Secular Tailwinds, Compelling Economics, and Revenue Visibility Data center infrastructure build out U.S. semiconductor manufacturing renaissance / 2022 CHIPS Act Re-shoring of industry and advanced manufacturing Rising power demand and inclination to sustainability Population migration to Texas, Southeast, and Southwest Rapidly growing demand for cloud services, AI support, and digital storage is driving massive investment in hyperscale and mission-critical data centers. Soaring demand for advanced semiconductors is fueling a surge in new “fab” construction. A focus on supply chain security and U.S. competitiveness is a driver. Companies are relocating manufacturing back to the U.S. to reduce supply chain risks, fueling growth in industrial and advanced manufacturing infrastructure. Increasing power demand and the push for renewables and lower carbon emissions are driving growth in solar, battery storage, and energy-efficient infrastructure. Population growth and migration to these regions are driving increased demand for commercial, healthcare, food & beverage, and general industrial infrastructure. 1 2 3 4 5 Sterling Infrastructure, Inc. | STRL: CEC Acquisition


Slide 9

CEC's Experienced, Driven Management Team Team Blends Deep Industry Experience with a Proven Track Record of Scaling Businesses Organically & Inorganically Ray Waddell Daniel Williams Bradley Smith Nick Stonebraker Founder & Chairman Title Year Joined Experience Chief Executive Officer President & Chief Revenue Officer Chief Operating Officer 2009 2023 (1) 2014 2009 (1) Daniel joined CEC as an Advisory Board Director in 2023 and joined as full-time CEO in September 2024 Sterling Infrastructure, Inc. | STRL: CEC Acquisition Waddell founded CEC in 2009 with the vision of becoming one of the most dependable and trusted specialty contractors in the nation. Waddell served as CEC's CEO for over 15 years. Williams was named CEO of CEC in 2024. He previously served as CEO of an oilfield services company for over 11 years. Williams spent his early career in private equity and investment banking. Smith built his career in technical sales focused on electrical and mechanical systems supporting digital infrastructure. He gained deep expertise in mission-critical environments through senior roles at leading HVAC and data center providers. Stonebraker has been with CEC since its founding. A career electrician and industry veteran, he brings deep knowledge of CEC’s projects, customers, and markets, shaped by hands-on experience and leadership. Evan Godwin Chief Financial Officer 2023 Godwin joined CEC in early 2023, after nearly a decade in audit and tax at CliftonLarsonAllen and senior roles in accounting and financial services, with a focus on controls and reporting.


Slide 10

Performance Highlights 2-Year Revenue CAGR of ~20% (2023-25E) Strengthened leadership position in mission critical by securing larger, more complex projects from customers Low-teens EBITDA margins Consistently deliver specialized expertise and execution Shift toward negotiated contracts and partnerships Robust cash flow conversion Strong Financial Profile CEC Has Evolved into a Premier, Multi-Region Contractor Where its Scale & Expertise Drive Financial Consistency Sterling Infrastructure, Inc. | STRL: CEC Acquisition (1) See "Important Information for Investors and Stockholders - Non-GAAP Measures" in the appendix hereto. (2) Midpoint of full-year 2025 expectations. Revenue ($mm) EBITDA (1) ($mm) EBITDA margin (2025E) Cash Flow from Operations ($mm) ~13% REVENUE growth (2025E) ~12% 90%+ estimated cash conversion


Slide 11

Strong Backlog and Future Opportunities Backlog + Unsigned Backlog + Future Phase Work Provide Visibility Into Growth Sterling Infrastructure, Inc. | STRL: CEC Acquisition Backlog Trends Mix continues to trend toward mission-critical work Strong demand from the semiconductor and data center sectors Robust sales funnel (1) High probability work is defined as work that is under LOI, has been verbally awarded, or represents a future phase of a current project. 1.9x Backlog + Unsigned Backlog + Future Phase work as multiple of 2025 estimated revenue midpoint


Slide 12

Expected Full Year 2025 CEC Financials Immediately Accretive to Sterling's Bottom Line Estimated Full Year 2025 Revenue $390 to $415M Estimated 2025 adjusted EPS (1) ~$0.63 to $0.70 per diluted share Sterling expects to recognize a proportion of these results, dependent upon the timing of transaction close Estimated 2025 EBITDA (1) $51 to $54M Sterling Infrastructure, Inc. | STRL: CEC Acquisition (1) See "Important Information for Investors and Stockholders - Non-GAAP Measures" in the appendix hereto. Adjusted EPS figures include assumptions for the estimated share issuance for the CEC acquisition, the impact of the cash outlay on interest income, an estimated 26% tax rate, and exclude the impact of purchase-accounting related adjustments such as amortization of intangibles and depreciation of fixed assets. ~13% EBITDA margins Current timing expectations suggest ~5 months of contribution to Sterling +8% to the midpoint of Sterling's 2025 adjusted EPS guidance range ~12% y/y growth at the midpoint


Slide 13

Sterling Infrastructure, Inc. | STRL: CEC Acquisition Compelling financial profile: CEC has top-tier margin, growth, and free cash characteristics within the electrical space 4 2 1 Leading non-union electrical contractor to high-growth, mission-critical end markets including semiconductor, data center, and manufacturing Significant opportunity to cross-sell services across complementary customer base and geographic footprint 3 Opportunity to grow the electrical services platform, both organically and through M&A 5 KEY TAKEAWAYS Expands Sterling's suite of high-value services within E-Infrastructure Solutions into the next phases of construction CEC has an experienced, driven management team 6 CEC is a strong fit with what Sterling has been targeting in the Electrical and Mechanical Specialty Contractor space


Slide 14

Contact Us Sterling Infrastructure, Inc. Noelle Dilts, VP IR and Corporate Strategy Tel: (281) 214-0795 Cell: (720) 270-6361 noelle.dilts@strlco.com


Slide 15

Sterling Infrastructure, Inc. | STRL: CEC Acquisition APPENDIX APPENDIX


Slide 16

Important Information for Investors and Stockholders (1) Non-GAAP Measures This presentation 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 should be used in addition to, and not in lieu of, results prepared in conformity with GAAP. We have not provided the most directly comparable GAAP financial measures, or a quantitative reconciliation thereto, for the forward-looking guidance of CEC’s 2025 estimated EBITDA, EBITDA margin, or estimated adjusted diluted earnings per share included in this presentation in reliance on the “unreasonable efforts” exception provided under Item 10(e)(1)(i)(B) of Regulation S-K. Providing the most directly comparable GAAP financial measures, or a quantitative reconciliation thereto, cannot be done without unreasonable effort due to the inherent uncertainty and difficulty in predicting the timing and amount of certain items, including but not limited to amortization of intangible assets and depreciation, which may be significant and difficult to project with a reasonable degree of accuracy, as the allocation of purchase price to intangible assets and property and equipment has not yet been performed. Because these adjustments are inherently variable and uncertain and depend on various factors that are beyond Sterling’s control, we are also unable to predict their probable significance. The variability of these items could have an unpredictable, and potentially significant, impact on our future GAAP financial results. Sterling Infrastructure, Inc. | STRL: CEC Acquisition