Sterling Reports Strong Fourth Quarter and Full Year 2025 Results and Issues Full Year 2026 Guidance

THE WOODLANDS, Texas, Feb. 25, 2026 /PRNewswire/ -- Sterling Infrastructure, Inc. (NasdaqGS: STRL) ("Sterling" or the "Company") today announced strong financial results for the fourth quarter of 2025.

The financial comparisons herein are to the prior year quarter, unless otherwise noted.

Fourth Quarter 2025

Results:

Please note that in the fourth quarter of 2024, the deconsolidation of our RHB joint venture resulted in a change in our accounting of the joint venture such that revenue and backlog are no longer included in our consolidated results. Please see the "Historical Quarterly Backlog Information" section below for reconciliations to historical figures. Additionally, the deconsolidation of RHB in the fourth quarter of 2024 resulted in a one-time pre-tax gain of $91 million, or $2.18 per fully diluted share post-tax, in the period. Please see the GAAP to non-GAAP reconciliations included with this press release that adjust for this and other items.

Adjusted Results:

Additional Financial Metrics:

(1)

See "Non-GAAP Measures", "Adjusted Net Income Reconciliation", and "EBITDA Reconciliation" sections below for more information.

(2)

Combined Backlog includes Unsigned Awards of $300.7 million at December 31, 2025, with $226.4 million of Unsigned Awards contributed from CEC.

Full Year 2025 Results

(1)

See "Non-GAAP Measures", "Adjusted Net Income Reconciliation", and "EBITDA Reconciliation" sections below for more information.

CEO Remarks and Outlook

"2025 was another outstanding year for Sterling as we grew adjusted net income by 53% to deliver adjusted diluted EPS of $10.88, surpassing the upper end of our previously guided range. Additionally, we grew revenue by 32% as adjusted for RHB, and adjusted EBITDA margin exceeded 20% for the first time in Sterling's history. Further, we generated strong operating cash flow of $440 million," stated Joe Cutillo, Sterling's Chief Executive Officer. We are very proud of our teams and all that they have accomplished this year."

Mr. Cutillo continued, "The strength of our portfolio was also evident in our fourth quarter results, as we delivered top line growth of 69% and organic growth of 36%, as adjusted. Bottom-line performance was even stronger with adjusted diluted earnings per share rising 78% to reach $3.08. Gross profit margins in the quarter of 22% marked a new fourth quarter record, as we have shifted the business toward higher-margin service offerings. The combination of strong revenue growth and gross margin expansion contributed to adjusted EBITDA growth of 70%.

Looking forward, we remain extremely positive on our outlook. We ended the year with signed backlog of $3.0 billion, which grew 78% from year end 2024, and 49% on a same-store basis. Combined backlog grew 81% from year end 2024 and 42% on a same-store basis. Fourth quarter book to burn ratios were 1.64x for backlog and 0.81x for combined backlog. Further, our pipeline of high-probability future phase work continues to grow and now totals over $1 billion. All together, our signed backlog, unsigned awards, and future phase opportunities give us visibility into a pool of work approaching $4.5 billion. In addition, bid activity in early 2026 has been very strong and we have good visibility into sizable awards in the first half of 2026."

Mr. Cutillo added, "Taking a deeper look at our segment results in the fourth quarter, in E-Infrastructure Solutions, we achieved 123% revenue growth and 91% adjusted operating income growth, driven by a combination of strong organic growth and contributions from the CEC acquisition. Revenue for the legacy site development business increased 67% and operating margins were flat with prior year levels. Trends in the electrical business remain positive, with revenue growth of 21% over the pre-acquisition fourth quarter 2024 and margins that were in line with our expectations. E-Infrastructure signed backlog increased 79% from year-end 2024 and 31% on a same-store basis. Mission-critical work, which we define as data center, manufacturing, and semiconductor, represented 84% of our E-Infrastructure backlog at year end. Additionally, we are gaining traction in our efforts to cross-sell CEC's mission-critical electrical services and Sterling's best-in-class site development services.

Transportation Solutions revenue increased 24% and adjusted operating income grew 103%, driven by strength in our Rocky Mountain market, strong execution, and mix shift toward higher-margin projects. The downsizing of our low-bid Texas heavy highway business is progressing to plan, which should continue to benefit margins as we move through 2026.

In Building Solutions, revenue declined 9% and adjusted operating income declined 35%. Our residential businesses continues to be impacted by the slowdown in the housing market, as prospective homebuyers are facing affordability challenges. We remain bullish on the multi-year demand trends in our key geographies, but expect soft market conditions to persist in the near term."

"We believe 2026 will be another excellent year for Sterling. We are initiating 2026 guidance that reflects the strong momentum across the business, backlog position, and visibility into future opportunities. The midpoints of our 2026 guidance would represent 25% year-over-year revenue growth, 26% adjusted diluted earnings per share growth and 28% adjusted EBITDA growth," Mr. Cutillo concluded.

Full Year 2026 Guidance

Full Year 2026 Adjusted Guidance

Please see the "Adjusted Net Income Guidance Reconciliation" and "EBITDA Guidance Reconciliation" sections below for reconciliations of GAAP to non-GAAP measures and comparable 2025 results.

(1)

See "Non-GAAP Measures", "Adjusted Net Income Guidance Reconciliation" and "EBITDA Guidance Reconciliation" sections below for more information.

Conference Call

Sterling's management will hold a conference call to discuss these results and recent corporate developments on Thursday, February 26, 2026 at 9:00 a.m. ET/8:00 a.m. CT. Interested parties may participate in the call by dialing (800) 836-8184. Please call in 10 minutes before the conference call is scheduled to begin and ask for the Sterling Infrastructure call. To coincide with the conference call, Sterling will post a slide presentation at www.strlco.com on the Events & Presentations section of the Investor Relations tab. Following management's opening remarks, there will be a question and answer session.

To listen to a simultaneous webcast of the call, please go to the Company's website at www.strlco.com at least 15 minutes early to download and install any necessary audio software. If you are unable to listen live, the conference call webcast will be archived on the Company's website for 30 days.

About Sterling

Sterling operates through a variety of subsidiaries within three segments specializing in E-Infrastructure, Transportation and Building Solutions in the United States, primarily across the Southern, Northeastern, Mid-Atlantic and Rocky Mountain regions and the Pacific Islands. E-Infrastructure Solutions provides advanced, large-scale site development services and mission-critical electrical services for data centers, semiconductor fabrication, manufacturing, distribution centers, warehousing, power generation and more. Transportation Solutions includes infrastructure and rehabilitation projects for highways, roads, bridges, airports, ports, rail and storm drainage systems. Building Solutions includes residential and commercial concrete foundations for single-family and multi-family homes, parking structures, elevated slabs, other concrete work, plumbing services, and surveys for new single-family residential builds. From strategy to operations, we are committed to sustainability by operating responsibly to safeguard and improve society's quality of life. Caring for our people and our communities, our customers and our investors – that is The Sterling Way.

Joe Cutillo, CEO, "We build and service the infrastructure that enables our economy to run,

our people to move and our country to grow."

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 anticipated benefits of the CEC acquisition; our business strategy; our financial strategy; our industry outlook; our guidance; our expected margin growth; our pool of future work; and our plans, objectives, expectations, forecasts, outlook and intentions. All of these types of statements, other than statements of historical fact included in this press release, are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as "may," "will," "could," "would," "should," "expect," "plan," "project," "intend," "anticipate," "believe," "estimate," "predict," "potential," "pursue," "target," "guidance," "continue," the negative of such terms or other comparable terminology. The forward-looking statements contained in this press release are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management's assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this press release are not guarantees of future performance, and we cannot assure any reader that such statements will be realized or the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to factors listed in the "Risk Factors" section in our filings with the U.S. Securities and Exchange Commission and elsewhere in those filings. Additional factors or risks that we currently deem immaterial, that are not presently known to us or that arise in the future could also cause our actual results to differ materially from our expected results. Given these uncertainties, investors are cautioned that many of the assumptions upon which our forward-looking statements are based are likely to change after the date the forward-looking statements are made. The forward-looking statements speak only as of the date made, and we undertake no obligation to publicly update or revise any forward-looking statements for any reason, whether as a result of new information, future events or developments, changed circumstances, or otherwise, notwithstanding any changes in our assumptions, changes in business plans, actual experience or other changes. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

Company Contact:

Sterling Infrastructure, Inc.

Noelle Dilts, VP Investor Relations and Corporate Strategy

281-214-0795

STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

Three Months Ended

December 31,

Twelve Months Ended

December 31,

2025

2024

2025

2024

Revenues

$ 755,613

$ 498,833

$ 2,490,049

$ 2,115,756

Cost of revenues

(591,495)

(392,156)

(1,917,735)

(1,689,633)

Gross profit

164,118

106,677

572,314

426,123

General and administrative expense

(48,611)

(32,598)

(154,814)

(118,424)

Intangible asset amortization

(7,114)

(4,180)

(22,188)

(17,037)

Acquisition related costs

(304)

(212)

(8,327)

(421)

Earn-out income (expense)

4,760

(1,756)

731

(4,756)

Other operating income (expense), net

7,118

(5,660)

18,200

(20,863)

Operating income

119,967

62,271

405,916

264,622

Interest income

2,942

7,824

22,347

27,622

Interest expense

(5,419)

(5,792)

(19,786)

(25,255)

Gain on deconsolidation of subsidiary, net

—

91,289

—

91,289

Income before income taxes

117,490

155,592

408,477

358,278

Income tax expense

(25,793)

(38,400)

(98,752)

(87,360)

Net income, including noncontrolling interests

91,697

117,192

309,725

270,918

Less: Net income attributable to noncontrolling interests

(4,100)

(3,979)

(19,572)

(13,457)

Net income attributable to Sterling common stockholders

$ 87,597

$ 113,213

$ 290,153

$ 257,461

Net income per share attributable to Sterling common

stockholders:

Basic

$ 2.85

$ 3.69

$ 9.50

$ 8.35

Diluted

$ 2.81

$ 3.64

$ 9.38

$ 8.27

Weighted average common shares outstanding:

Basic

30,696

30,542

30,830

Diluted

31,161

31,121

30,947

31,146

STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES

SEGMENT INFORMATION

(In thousands)

(Unaudited)

Three Months Ended December 31,

Twelve Months Ended December 31,

Revenues

2025

% of

Revenue

2024

% of

Revenue

2025

% of

Revenue

2024

% of

Revenue

E-Infrastructure Solutions

$ 521,002

69 %

$ 234,041

47 %

$ 1,466,777

59 %

$ 923,728

44 %

Transportation Solutions

152,726

20 %

174,664

35 %

640,674

26 %

783,659

37 %

Building Solutions

81,885

11 %

90,128

18 %

382,598

15 %

408,369

19 %

Total Revenues

$ 755,613

$ 498,833

$ 2,490,049

$ 2,115,756

Operating Income

E-Infrastructure Solutions

$ 109,018

20.9 %

$ 56,437

24.1 %

$ 346,041

23.6 %

$ 203,359

22.0 %

Transportation Solutions

16,205

10.6 %

8,715

5.0 %

77,810

12.1 %

50,869

6.5 %

Building Solutions

6,108

7.5 %

11,002

12.2 %

39,067

10.2 %

53,839

13.2 %

Segment Operating

Income

131,331

17.4 %

76,154

15.3 %

462,918

18.6 %

308,067

14.6 %

Corporate G&A Expense

(15,820)

(11,915)

(49,406)

(38,268)

Acquisition Related Costs

(304)

(212)

(8,327)

(421)

Earn-out Income (Expense)

4,760

(1,756)

731

$ (4,756)

Total Operating Income

$ 119,967

15.9 %

$ 62,271

12.5 %

$ 405,916

16.3 %

$ 264,622

12.5 %

STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

(Unaudited)

December 31,

2025

2024

Assets

Current assets:

Cash and cash equivalents

$ 390,721

$ 664,195

Accounts receivable

501,163

247,050

Contract assets

101,154

55,387

Receivables from and equity in construction joint ventures

6,179

5,811

Receivable from affiliate

—

32,054

Other current assets

35,245

17,383

Total current assets

1,034,462

1,021,880

Property and equipment, net

278,269

236,795

Investment in unconsolidated subsidiary

105,813

107,400

Operating lease right-of-use assets, net

58,167

52,668

Goodwill

585,221

264,597

Other intangibles, net

554,702

316,390

Other non-current assets, net

17,197

17,044

Total assets

$ 2,633,831

$ 2,016,774

Liabilities and Stockholders' Equity

Current liabilities:

Accounts payable

$ 226,810

$ 130,420

Contract liabilities

652,357

508,846

Current maturities of long-term debt

15,146

26,423

Current portion of long-term lease obligations

18,679

20,498

Accrued compensation

62,657

36,774

Other current liabilities

46,805

18,997

Total current liabilities

1,022,454

741,958

Long-term debt

275,903

289,898

Long-term lease obligations

40,186

32,455

Deferred tax liability, net

123,145

109,360

Other long-term liabilities

65,708

16,625

Total liabilities

1,527,396

1,190,296

Stockholders' equity:

Common stock

315

312

Additional paid in capital

366,101

288,395

Treasury stock, at cost

(130,547)

(63,121)

Retained earnings

872,648

582,495

Total Sterling stockholders' equity

1,108,517

808,081

Noncontrolling interests

(2,082)

18,397

Total stockholders' equity

1,106,435

826,478

Total liabilities and stockholders' equity

$ 2,633,831

$ 2,016,774

STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

Twelve Months Ended December 31,

2025

2024

Cash flows from operating activities:

Net income

$ 309,725

$ 270,918

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

77,114

68,410

Amortization of debt issuance costs and non-cash interest

787

1,146

Gain on disposal of property and equipment

(2,837)

(3,473)

Gain on deconsolidation of subsidiary, net

—

(91,289)

Distribution of earnings from unconsolidated subsidiary

23,803

—

Equity in earnings from unconsolidated subsidiary

(15,934)

—

Deferred taxes

13,786

32,573

Stock-based compensation

24,181

19,003

Changes in operating assets and liabilities

9,363

199,816

Net cash provided by operating activities

439,988

497,104

Cash flows from investing activities:

Acquisitions, net of cash acquired

(482,333)

(11,223)

Disposition proceeds

2,000

—

Deconsolidation, net of cash

—

(103,829)

Capital expenditures

(77,312)

(80,954)

Proceeds from sale of property and equipment

5,722

10,157

Net cash used in investing activities

(551,923)

(185,849)

Cash flows from financing activities:

Repayments of debt

(24,860)

(26,539)

Repurchase of common stock

(74,200)

(70,596)

Distributions to noncontrolling interest owners

(40,051)

—

Withholding taxes paid on net share settlement of equity awards

(21,019)

(21,452)

Debt issuance costs

(1,409)

—

Other

—

(36)

Net cash used in financing activities

(161,539)

(118,623)

Net change in cash, cash equivalents, and restricted cash

(273,474)

192,632

Cash, cash equivalents and restricted cash at beginning of period

664,195

471,563

Cash, cash equivalents and restricted cash at end of period

390,721

664,195

Less: restricted cash

—

Cash and cash equivalents at end of period

$ 390,721

$ 664,195

STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES

ADJUSTED NET INCOME RECONCILIATION

(In thousands)

(Unaudited)

Three Months Ended

December 31,

Twelve Months Ended

December 31,

2025

2024

2025

2024

Net income attributable to Sterling common stockholders

$ 87,597

$ 113,213

$ 290,153

$ 257,461

Gain on deconsolidation of subsidiary, net

—

(91,289)

—

(91,289)

Non-cash stock-based compensation

5,940

5,250

24,181

19,003

Intangible asset amortization (1)

8,985

4,180

29,673

17,037

Acquisition related costs

304

212

8,327

421

Earn-out (income) expense

(4,760)

1,756

(731)

4,756

Income tax impact of adjustments

(2,074)

20,559

(14,856)

13,356

Adjusted net income attributable to Sterling common

stockholders (2)

$ 95,992

$ 53,881

$ 336,747

$ 220,745

Net income per share attributable to Sterling common

stockholders:

Basic

$ 2.85

$ 3.69

$ 9.50

$ 8.35

Diluted

$ 2.81

$ 3.64

$ 9.38

$ 8.27

Adjusted net income per share attributable to Sterling

common stockholders:

Basic

$ 3.13

$ 1.76

$ 11.03

$ 7.16

Diluted

$ 3.08

$ 1.73

$ 10.88

$ 7.09

Weighted average common shares outstanding:

Basic

30,696

30,542

30,830

Diluted

31,161

31,121

30,947

31,146

(1)

For the three and twelve months ended December 31, 2025, intangible asset amortization includes $1,871 and $7,485, respectively related to the basis difference recognized in the deconsolidation of RHB on December 31, 2024.

(2)

The Company defines adjusted net income attributable to Sterling common stockholders as GAAP net income attributable to Sterling common stockholders excluding the net gain on deconsolidation of subsidiary, non-cash stock-based compensation, intangible asset amortization, acquisition related costs, earn-out (income) expense, and the income tax impact of these adjustments. The tax impact of adjustments is determined by using the Company's annual effective tax rate, unless the nature of the item requires application of a specific tax rate.

STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES

EBITDA RECONCILIATION

(In thousands)

(Unaudited)

Three Months Ended

December 31,

Twelve Months Ended

December 31,

2025

2024

2025

2024

Net income attributable to Sterling common stockholders

$ 87,597

$ 113,213

$ 290,153

$ 257,461

Depreciation and amortization (1)

24,735

17,864

85,700

68,410

Interest expense (income), net

2,477

(2,032)

(2,561)

(2,367)

Income tax expense

25,793

38,400

98,752

87,360

EBITDA (2)

140,602

167,445

472,044

410,864

Gain on deconsolidation of subsidiary, net

—

(91,289)

—

(91,289)

Non-cash stock-based compensation

5,940

5,250

24,181

19,003

Acquisition related costs

304

212

8,327

421

Earn-out (income) expense

(4,760)

1,756

(731)

4,756

Adjusted EBITDA (3)

$ 142,086

$ 83,374

$ 503,821

$ 343,755

(1)

For the three and twelve months ended December 31, 2025, depreciation and amortization includes $1,871 and $7,485, respectively, of intangible asset amortization and $276 and $1,101, respectively, of depreciation expense related to the basis difference recognized in the deconsolidation of RHB on December 31, 2024.

(2)

The Company defines EBITDA as GAAP net income attributable to Sterling common stockholders adjusted for depreciation and amortization, net interest income/expense and income tax expense.

(3)

The Company defines adjusted EBITDA as EBITDA excluding the impact of the net gain on deconsolidation of subsidiary, non-cash stock-based compensation, acquisition related costs, and earn-out (income) expense.

STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES

NON-GAAP SEGMENT INFORMATION

(In thousands)

(Unaudited)

The table below presents the three and twelve months ended December 31, 2025 and 2024 revenue and operating income by segment as adjusted for the 2024 period to conform to our 2025 presentation reflecting the deconsolidation of RHB on revenue and to exclude the impact of non-cash stock-based compensation, intangible asset amortization, acquisition related costs, and earn-out expense on operating income:

Three Months Ended December 31,

Twelve Months Ended December 31,

Revenues (Excluding RHB)

2025

% of

Revenue

2024

% of

Revenue

2025

% of

Revenue

2024

% of

Revenue

E-Infrastructure Solutions

$ 521,002

69 %

$ 234,041

52 %

$ 1,466,777

59 %

$ 923,728

49 %

Transportation Solutions

152,726

20 %

123,387

28 %

640,674

26 %

547,783

29 %

Building Solutions

81,885

11 %

90,128

20 %

382,598

15 %

408,369

22 %

Total Revenues (Excluding

RHB) (1)

$ 755,613

$ 447,556

$ 2,490,049

$ 1,879,880

Adjusted Operating Income

E-Infrastructure Solutions

$ 115,409

22.2 %

$ 60,316

25.8 %

$ 365,407

24.9 %

$ 218,746

23.7 %

Transportation Solutions

18,629

12.2 %

9,180

7.4 %

87,157

13.6 %

52,636

9.6 %

Building Solutions

8,148

10.0 %

12,632

14.0 %

46,773

12.2 %

60,386

14.8 %

Adjusted Segment Operating

Income

142,186

18.8 %

82,128

18.4 %

499,337

20.1 %

331,768

17.6 %

Corporate G&A Expense

(11,750)

(8,459)

(31,971)

(25,929)

Total Adjusted Operating

Income (2)

$ 130,436

17.3 %

$ 73,669

16.5 %

$ 467,366

18.8 %

$ 305,839

16.3 %

(1)

Due to the deconsolidation of RHB on December 31, 2024, beginning on January 1, 2025, the Company reports RHB's operating income as a single line item ("Other operating income (expense), net") in the Consolidated Statements of Operations. RHB's revenue is no longer included in Sterling's consolidated revenue in 2025. For the three and twelve months ended December 31, 2024, total GAAP revenue of $498,833 and $2,115,756, respectively, have been adjusted to exclude $51,277 and $235,876, respectively, of RHB revenue.

(2)

The Company defines adjusted operating income as GAAP operating income excluding the impact of non-cash stock-based compensation, intangible asset amortization, acquisition related costs, and earn-out expense. For the three months ended December 31, 2025, GAAP operating income of $119,967 is adjusted to exclude $5,940 of non-cash stock-based compensation, $8,985 of intangible asset amortization (including $1,871 related to the basis difference of RHB), $304 of acquisition related costs, and $4,760 of earn-out expense.

For the twelve months ended December 31, 2025, GAAP operating income of $405,916 is adjusted to exclude $24,181 of non-cash stock-based compensation, $29,673 of intangible asset amortization (including $7,485 related to the basis difference of RHB), $8,327 of acquisition related costs, and $731 of earn-out expense.

For the three months ended December 31, 2024, GAAP operating income of $62,271 is adjusted to exclude $5,250 of non-cash stock-based compensation, $4,180 of intangible asset amortization, $212 of acquisition related costs, and $1,756 of earn-out expense.

For the twelve months ended December 31, 2024, GAAP operating income of $264,622 is adjusted to exclude $19,003 of non-cash stock-based compensation, $17,037 of intangible asset amortization, $421 of acquisition related costs, and $4,756 of earn-out expense.

STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES

ADJUSTED NET INCOME GUIDANCE RECONCILIATION

(In thousands)

(Unaudited)

Full Year 2026 Guidance

Full Year

Low

High

2025 Actual

Net income attributable to Sterling common stockholders

$ 365,000

$ 384,000

$ 290,153

Non-cash stock-based compensation

34,000

24,181

Intangible asset amortization (1)

36,000

29,673

Acquisition related costs

—

8,327

Earn-out expense (income)

5,000

(731)

Income tax impact of adjustments

(18,000)

(14,856)

Adjusted net income attributable to Sterling common stockholders (2)

$ 422,000

$ 441,000

$ 336,747

Net income per share attributable to Sterling common stockholders:

Diluted

$ 11.65

$ 12.25

$ 9.38

Adjusted net income per share attributable to Sterling common stockholders:

Diluted

$ 13.45

$ 14.05

$ 10.88

Weighted average common shares outstanding:

Diluted (2026 is approximate)

31,300

30,947

(1)

Full year 2026 guidance includes intangible asset amortization of approximately $7,500 related to the basis difference recognized in the deconsolidation of RHB on December 31, 2024.

(2)

The Company defines adjusted net income attributable to Sterling common stockholders as GAAP net income attributable to Sterling common stockholders excluding the impact of the net gain on deconsolidation of subsidiary, non-cash stock-based compensation, intangible asset amortization, acquisition related costs, earn-out expense, and the income tax impact of these adjustments. The tax impact of adjustments is determined by using the Company's annual effective tax rate, unless the nature of the item requires application of a specific tax rate.

STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES

EBITDA GUIDANCE RECONCILIATION

(In millions)

(Unaudited)

Full Year 2026 Guidance

Full Year 2025

Low

High

Actual

Net income attributable to Sterling common stockholders

$ 365

$ 384

$ 290

Depreciation and amortization (1)

Interest expense (income), net

(3)

Income tax expense

121

130

EBITDA (2)

587

620

472

Non-cash stock-based compensation

Acquisition related costs

—

Earn-out expense (income)

(1)

Adjusted EBITDA (3)

$ 626

$ 659

$ 504

(1)

Full year 2026 guidance and full year 2025 actual include depreciation and intangible asset amortization of approximately $1.1 million and $7.5 million, respectively, related to the basis difference recognized in the deconsolidation of RHB on December 31, 2024.

(2)

The Company defines EBITDA as GAAP net income attributable to Sterling common stockholders, adjusted for depreciation and amortization, net interest, and income tax expense.

(3)

The Company defines adjusted EBITDA as EBITDA excluding the impact of the net gain on deconsolidation of subsidiary, non-cash stock-based compensation, acquisition related costs and earn-out expense.

STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES

HISTORICAL QUARTERLY SEGMENT INFORMATION

(In thousands)

(Unaudited)

The following tables present our 2024 quarterly revenue by segment as adjusted to conform to our 2025 presentation reflecting the deconsolidation of RHB:

2024 Quarters Ended (Unaudited)

Revenues (GAAP)

March 31

June 30

September 30

December 31

Total

E-Infrastructure Solutions

$ 184,476

$ 241,312

$ 263,899

$ 234,041

$ 923,728

Transportation Solutions

148,969

232,775

227,251

174,664

783,659

Building Solutions

106,915

108,735

102,591

90,128

408,369

Total Revenues

$ 440,360

$ 582,822

$ 593,741

$ 498,833

$ 2,115,756

Revenues (RHB)

E-Infrastructure Solutions

$ —

Transportation Solutions

38,464

73,947

72,188

51,277

235,876

Building Solutions

—

Total Revenues

$ 38,464

$ 73,947

$ 72,188

$ 51,277

$ 235,876

Revenues (Excluding RHB/Non-GAAP) (1)

E-Infrastructure Solutions

$ 184,476

$ 241,312

$ 263,899

$ 234,041

$ 923,728

Transportation Solutions

110,505

158,828

155,063

123,387

547,783

Building Solutions

106,915

108,735

102,591

90,128

408,369

Total Revenues

$ 401,896

$ 508,875

$ 521,553

$ 447,556

$ 1,879,880

(1)

Due to the deconsolidation of RHB on December 31, 2024, beginning on January 1, 2025, RHB's revenue is no longer included in Sterling's consolidated revenue.

STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES

HISTORICAL QUARTERLY SEGMENT INFORMATION

(In thousands)

(Unaudited)

The following tables present our 2024 quarterly operating income and adjusted operating income by segment:

2024 Quarters Ended (Unaudited)

Operating Income (GAAP)

March 31

June 30

September 30

December 31

Total

E-Infrastructure Solutions

$ 27,169

$ 51,677

$ 68,076

$ 56,437

$ 203,359

Transportation Solutions

8,132

15,449

18,573

8,715

50,869

Building Solutions

15,775

14,813

12,249

11,002

53,839

Segment Operating Income

51,076

81,939

98,898

76,154

308,067

Corporate G&A Expense

(7,915)

(8,104)

(10,334)

(11,915)

(38,268)

Acquisition Related Costs

(36)

(101)

(72)

(212)

(421)

Earn-out Expense

(1,000)

(1,756)

(4,756)

Total Operating Income

$ 42,125

$ 72,734

$ 87,492

$ 62,271

$ 264,622

Adjusted Operating Income (Non-GAAP)

E-Infrastructure Solutions

$ 31,345

$ 55,841

$ 71,244

$ 60,316

$ 218,746

Transportation Solutions

8,512

15,874

19,070

9,180

52,636

Building Solutions

17,403

16,423

13,928

12,632

60,386

Segment Operating Income

57,260

88,138

104,242

82,128

331,768

Corporate

(5,216)

(5,227)

(7,027)

(8,459)

(25,929)

Adjusted Operating Income (1)

$ 52,044

$ 82,911

$ 97,215

$ 73,669

$ 305,839

(1)

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 year ended December 31, 2024, GAAP operating income of $264,622 is adjusted to exclude $19,003 of non-cash stock-based compensation, $17,037 of intangible asset amortization, $421 of acquisition related costs, and $4,756 of earn-out expense.

STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES

HISTORICAL QUARTERLY BACKLOG INFORMATION

(In thousands)

(Unaudited)

The following table presents our 2024 backlog as adjusted to conform to our 2025 presentation reflecting the deconsolidation of RHB:

2024 Quarters Ended (Unaudited)

Backlog

March 31

June 30

September 30

December 31

Backlog (GAAP)

$ 2,352,126

$ 2,098,781

$ 2,055,081

$ 2,184,478

Less: RHB Backlog

(528,043)

(476,842)

(485,050)

(491,255)

Backlog excluding RHB

$ 1,824,083

$ 1,621,939

$ 1,570,031

$ 1,693,223

SOURCE Sterling Infrastructure, Inc.