Every material Form 8-K Arcosa has filed with the SEC since August 01, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Arcosa, Inc. completed its merger, and each outstanding common share was converted into the right to receive $150.00 in cash, without interest. The company became a wholly-owned subsidiary of Parent, its directors and officers resigned, and its common stock is being removed from listing on the NYSE and NYSE Texas, so public shareholders no longer hold shares in the company.
Merger Consideration of $150.00 per share in cash, less applicable withholding taxes
Aggregate cash consideration for common stock and cash-settled equity awards was approximately $7.5 billion
Trading on the NYSE and NYSE Texas was halted before the open on October 23, 2026, with delisting requested
Credit Agreement terminated after repayment of approximately $450.1 million in principal, accrued interest and other amounts
Arcosa reported second-quarter 2026 revenue of $658.7 million, up 2%, and adjusted diluted EPS from continuing operations of $1.13, up 5%, while GAAP diluted EPS from continuing operations was flat at $1.03. The company has suspended its practice of providing financial guidance and is not hosting a conference call because of its pending all-cash merger with CRH at $150 per share, which requires stockholder approval at a September 4, 2026 special meeting.
Revenue was $658.7 million versus $647.5 million a year earlier; Engineered Structures rose 3% to $301.7 million and Construction Products rose 1% to $357.0 million.
Adjusted EBITDA from continuing operations was $145.9 million, up 5%, with margin at 22.1% versus 21.5%.
Operating cash flow from continuing operations was $(24.7) million versus $38.0 million, and free cash flow was $(51.0) million versus $16.8 million.
Financial guidance is suspended; the CRH merger is expected to close in the first quarter of 2027, and a special stockholder meeting is set for September 4, 2026.
Arcosa agreed on June 21, 2026 to merge with a subsidiary of CRH Americas, with Arcosa surviving as a wholly owned CRH subsidiary. Each Arcosa common share would convert into $150.00 in cash, and the deal needs approval from a majority of Arcosa stockholders and regulatory clearances, with closing expected in Q1 2027. Shareholders would receive cash rather than continued ownership of Arcosa stock, and the 8-K sets out termination fees payable in both directions.
Merger consideration of $150.00 per share in cash, per the merger agreement; CRH's press release says the offer implies a 25% premium to Arcosa's 60-day trading VWAP as of June 18, 2026
Termination fee of $371,967,952 payable by CRH Americas in certain regulatory-failure cases, and $260,377,567 payable by Arcosa in certain cases including a superior proposal or change of board recommendation
Outside Date of June 21, 2027, extendable by up to six months if only antitrust or regulatory conditions remain unsatisfied
CRH press release says closing is expected in Q1 2027 and the deal is funded with available cash and committed debt financing
Arcosa reported first-quarter 2026 results for continuing operations, with revenue of $571.7 million (up 4%) and Adjusted EBITDA of $102.9 million (up 10%). The company raised its full-year 2026 guidance for continuing operations after completing the sale of its barge business on April 1, 2026, which shareholders may view as a simplified portfolio with higher expected earnings.
Q1 2026 continuing operations: revenue $571.7 million, up 4%; Adjusted EBITDA $102.9 million, up 10%; Adjusted EBITDA margin 18.0%, up 100 basis points
Full-year 2026 Adjusted EBITDA guidance raised to $545 million to $585 million from $520 million to $565 million; revenue guidance raised to $2.6 billion to $2.7 billion from $2.54 billion to $2.67 billion
Barge business sale completed April 1, 2026; $83.0 million of proceeds used in April to prepay part of the term loan
Utility and related structures revenue rose 15% in the quarter; record backlog of $557.6 million at March 31, 2026
Arcosa reported fourth-quarter 2025 net income of $52.1 million, compared with a net loss of $7.7 million a year earlier, and full-year 2025 revenue of $2.88 billion, up 12%. The company also guided to 2026 revenue of $2.95 billion to $3.10 billion and adjusted EBITDA of $590 million to $640 million, excluding its planned $450 million sale of the barge business, which is expected to close in the second quarter of 2026.
Q4 2025 net income was $52.1 million, or $1.06 diluted EPS, versus a net loss of $7.7 million, or $(0.16) per share, in Q4 2024.
Full-year 2025 revenue was $2.88 billion, up 12%, and adjusted EBITDA was $583.3 million, up 30%.
2026 guidance: revenue of $2.95 billion to $3.10 billion and adjusted EBITDA of $590 million to $640 million, excluding the barge divestiture.
Barge business (Arcosa Marine Products) to be sold to Wynnchurch Capital L.P. for $450 million in cash, expected to close in Q2 2026; Group President Jesse E. Collins Jr. retires effective April 3, 2026.
Arcosa agreed to sell all shares of Arcosa Marine Products, Inc., its barge business, to ACMP Buyer, LLC, an affiliate of Wynnchurch Capital, for about $450 million in cash, subject to customary adjustments. The company said it intends to use the net after-tax proceeds to invest in its core growth platforms and reduce debt. The barge business reported 2025 revenue of $383 million and Adjusted Segment EBITDA of $68 million, and closing depends on regulatory approval.
Price: about $450 million in cash, subject to customary purchase price adjustments
Expected close in the second quarter of 2026, subject to HSR waiting period expiration and absence of legal restraints
Either party may terminate if the deal has not closed by June 24, 2026, subject to extensions; no financing condition
Barge business 2025 revenue of $383 million and Adjusted Segment EBITDA of $68 million, reported within Transportation Products
Arcosa reported record third-quarter 2025 results, with revenue up 25% to $797.8 million and net income of $73.0 million, compared with $640.4 million and $16.6 million a year earlier. The company raised the midpoint of its full-year 2025 Adjusted EBITDA guidance to $575 million to $585 million, from $555 million to $585 million, and narrowed its revenue guidance to $2.86 billion to $2.91 billion.
Q3 Adjusted EBITDA was $174.2 million, up 53% from $114.0 million; diluted EPS was $1.48 versus $0.34.
Full-year 2025 Adjusted EBITDA guidance range is $575 million to $585 million, versus the prior $555 million to $585 million.
Full-year revenue guidance is $2.86 billion to $2.91 billion, versus the prior $2.85 billion to $2.95 billion.
Net Debt to Adjusted EBITDA was 2.4 times at September 30, 2025, down from 2.8 times at the end of the second quarter.
Arcosa reported second-quarter 2025 revenue of $736.9 million, up 11% from $664.7 million, with net income of $59.7 million and diluted EPS of $1.22 versus $0.93 a year earlier. The company narrowed its full-year 2025 revenue and Adjusted EBITDA guidance ranges while keeping the midpoints unchanged, which signals management's increased confidence without changing its expected midpoint.
Q2 revenue was $736.9 million, up 11% from $664.7 million; excluding the divested steel components business, revenue rose 18%.
Net income was $59.7 million and diluted EPS was $1.22, compared with $0.93 in the prior-year quarter; Adjusted EBITDA was $154.2 million, up 37%.
Full-year 2025 consolidated revenue guidance narrowed to $2.85 billion to $2.95 billion from $2.8 billion to $3.0 billion; Adjusted EBITDA guidance narrowed to $555 million to $585 million from $545 million to $595 million.
Net Debt to Adjusted EBITDA was 2.8 times; management said it is on track to reach a 2.0 to 2.5 times target within the next three quarters. A conference call is set for 8:30 a.m. Eastern Time on August 8, 2025.
Arcosa, Inc. entered into Amendment No. 2 to its credit agreement on June 17, 2025, creating a new $698.25 million term loan. Proceeds and cash on hand were used to fully prepay the original term loan, with the new loan priced 0.25% per annum below the original rate. The filing discloses no change to earnings or guidance.
New 2025 Refinancing Term Loan of $698,250,000 entered June 17, 2025, with JPMorgan Chase Bank, N.A. as administrative agent
Variable rate of SOFR plus 2.00% per annum, or alternate base rate plus 1.00%, which is 0.25% per annum below the original term loan
A 1.0% premium applies to repricing transactions within six months of initial funding; otherwise prepayable without premium
Arcosa reported first quarter 2025 revenue of $632.0 million, up 6% from a year earlier, and Adjusted EBITDA of $109.9 million, up 19%. GAAP net income fell 40% to $23.6 million, or $0.48 per diluted share, and free cash flow was negative $29.7 million. The company reaffirmed its full-year 2025 revenue guidance of $2.8 billion to $3.0 billion and Adjusted EBITDA guidance of $545 million to $595 million, so the outlook is unchanged even though GAAP earnings and cash flow weakened.
Revenue was $632.0 million, up 6% from $598.6 million, or 12% excluding the divested steel components business.
Adjusted EBITDA was $109.9 million, up 19% from $92.0 million; net income was $23.6 million versus $39.2 million.
Diluted EPS was $0.48 versus $0.80; adjusted diluted EPS was $0.49 versus $0.73.
Full-year 2025 guidance reaffirmed: revenue of $2.8 billion to $3.0 billion and Adjusted EBITDA of $545 million to $595 million.
Arcosa reported fourth quarter 2024 revenue up 14% to $666.2 million, helped by the $1.2 billion Stavola acquisition completed October 1, 2024, but posted a net loss of $7.7 million versus net income of $27.1 million a year earlier. Acquisition-related expenses of $15.6 million and higher interest expense weighed on results, while Adjusted EBITDA rose 52% to $128.3 million. The company guided to 2025 revenues of $2.8 billion to $3.0 billion and Adjusted EBITDA of $545 million to $595 million, with GAAP profit trends and guidance pointing in different directions for shareholders.
Q4 2024 revenue was $666.2 million, up 14% from $582.2 million; net loss was $7.7 million, or $0.16 per diluted share, versus net income of $27.1 million, or $0.56 per share, in Q4 2023.
Q4 Adjusted EBITDA rose 52% to $128.3 million; Adjusted Diluted EPS fell 32% to $0.46 from $0.68.
Full year 2025 guidance: consolidated revenues of $2.8 billion to $3.0 billion and Adjusted EBITDA of $545 million to $595 million.
Q4 free cash flow was $199.2 million; year-end net debt to Adjusted EBITDA was 2.9x, down from 3.4x at the end of the third quarter.
Arcosa reported third quarter 2024 revenue of $640.4 million, up 8%, and Adjusted EBITDA of $114.0 million, up 28%. GAAP net income fell 53% to $16.6 million, or $0.34 per diluted share, while adjusted diluted EPS rose 25% to $0.91. The company raised its full-year Adjusted EBITDA guidance to $435 million to $450 million but narrowed its revenue range to $2.56 billion to $2.63 billion, reflecting the steel components divestiture and the $1.2 billion Stavola acquisition that closed October 1.
Q3 revenue $640.4 million vs. $591.7 million a year earlier; net income $16.6 million vs. $35.5 million
Adjusted diluted EPS $0.91 vs. $0.73; Adjusted EBITDA $114.0 million vs. $89.4 million, with margin of 17.8% vs. 15.1%
Full-year 2024 Adjusted EBITDA guidance raised to $435 million to $450 million from $420 million to $440 million
Full-year revenue guidance changed to $2.56 billion to $2.63 billion from $2.60 billion to $2.72 billion
Arcosa completed its acquisition of Stavola's construction materials business on October 1, 2024, for approximately $1.2 billion in cash, subject to customary adjustments. The deal was funded with $600 million of 6.875% senior notes and a $700 million term loan, and Arcosa plans to update its 2024 revenue and Adjusted EBITDA guidance with its third-quarter earnings, so shareholders will weigh the added debt against Stavola's reported last-twelve-month revenue of $283 million and Adjusted EBITDA of $100 million.
Purchase price of approximately $1.2 billion in cash, closed October 1, 2024
Stavola LTM to June 30, 2024: revenue of $283 million and Adjusted EBITDA of $100 million (35% margin)
Funded by $600 million 6.875% senior notes due 2032 and $700 million Term Loan B due 2031
Full-year 2024 revenue and Adjusted EBITDA guidance to be updated with third-quarter results
Arcosa closed a $600 million offering of 6.875% senior notes due 2032 on August 26, 2024, issued at 100% of face value. The company plans to use the proceeds, with expected borrowings under a Term Loan B facility due 2031, to fund its previously announced acquisition of the construction materials business of Stavola Holding Corporation. If the Stavola acquisition does not close by December 1, 2024, the notes must be redeemed at 100% of principal plus accrued interest, so the deal's completion affects this debt.
$600 million aggregate principal of 6.875% senior notes due August 15, 2032, sold at 100% of face value
Proceeds, with Term Loan B borrowings, to fund the Stavola Holding construction materials acquisition
Special redemption at 100% of principal plus accrued interest if the acquisition is not completed by December 1, 2024
Interest payable each February 15 and August 15, beginning February 15, 2025
Arcosa signed Amendment No. 1 to its credit agreement on August 15, 2024, to permit and help finance its $1.2 billion cash acquisition of Stavola's construction materials business. The amendment adds a $700.0 million Term Loan B, increases the revolving credit facility from $600.0 million to $700.0 million, and adds substantially all of the company's personal property as collateral; the Term Loan and collateral terms take effect only when conditions, including the closing of the acquisition, are met.
Credit agreement amendment dated August 15, 2024, with JPMorgan Chase Bank, N.A. as administrative agent
Term Loan of up to $700.0 million at SOFR plus 2.25%, due on the seventh anniversary of initial funding
Revolving credit facility increased from $600.0 million to $700.0 million; maximum leverage ratio set at 5.00 to 1.00 in the quarter the transaction closes
Acquisition is financed with the Term Loan plus $600.0 million of 6.875% senior unsecured notes due 2032
Arcosa said its subsidiary agreed on August 1, 2024 to buy the construction materials business of Stavola Holding Corporation for a cash price of about $1.2 billion, with closing expected in the fourth quarter of 2024. The same day, Arcosa reported second-quarter results with revenue up 14% and diluted EPS up to $0.93 from $0.84, and raised the low end of its full-year adjusted EBITDA guidance, though operating cash flow fell sharply.
Purchase agreement dated August 1, 2024 for Stavola's business at about $1.2 billion cash, subject to adjustments; expected close in Q4 2024 and terminable if not closed by November 1, 2024
Commitment letter for a $1.2 billion 364-day bridge loan, with Arcosa expecting to raise permanent long-term debt before closing
Q2 2024 revenues $664.7 million (up 14%), net income $45.6 million (up 11%), diluted EPS $0.93 vs. $0.84; adjusted EBITDA $112.7 million (up 31%)
Full-year 2024 adjusted EBITDA range raised to $420 million to $440 million from $410 million to $440 million; operating cash flow fell to $38.3 million from $127.6 million
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