Form 8-K - Current report

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): December 5, 2023

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 8.01			Other Events.

On December 5, 2023, Sterling Infrastructure, Inc. (the “Company") issued a press release announcing the adoption of a stock repurchase program by its Board of Directors. Under the stock repurchase program, the Company may repurchase up to $200 million of its outstanding common stock over the next 24 months. A copy of the Company’s press release announcing the stock repurchase program is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number						Description
99.1						Press release, dated December 5, 2023
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:	December 5, 2023	By:	/s/ Ronald A. Ballschmiede
			Ronald A. Ballschmiede
			Chief Financial Officer

Exhibit 99.1

NEWS RELEASE

For Immediate Release:

December 5, 2023

Sterling Announces Authorization of a $200 Million Stock Repurchase Program

THE WOODLANDS, TX – December 5, 2023 – Sterling Infrastructure, Inc. (NasdaqGS: STRL) (“Sterling” or “the Company”) today announced that its Board of Directors has authorized a program to repurchase shares of Sterling’s outstanding common stock. Under the program, Sterling may repurchase up to $200 million of its outstanding common stock over the next 24 months. The timing and amount of any share repurchases will be at the discretion of management and will depend on a variety of factors. Share repurchases under the program may be made from time to time through transactions in the open market, in privately negotiated transactions or by other means in accordance with applicable laws. The share repurchase program does not obligate the Company to repurchase any shares and the Company’s Board of Directors may modify, increase, suspend or terminate the repurchase program at any time.

CEO Remarks

“This share repurchase authorization reflects our confidence in Sterling’s outlook for 2024 and beyond,” stated Joe Cutillo, Sterling’s CEO. “With our strong balance sheet and cash flow, we are well-positioned to pursue a balanced capital allocation strategy that supports our investments in organic growth and strategic acquisitions, while returning capital to shareholders. We remain focused on maximizing shareholder value through prudent capital allocation decisions.”

About Sterling

Sterling Infrastructure, Inc., (“Sterling,” “the Company,” “we,” “our” or “us”), a Delaware corporation, 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 Hawaii. E-Infrastructure Solutions provides advanced, large-scale site development services for manufacturing, data centers, e-commerce 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 projects include residential and commercial concrete foundations for single-family and multi-family homes, parking structures, elevated slabs and other concrete work. 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

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. Forward-looking statements included herein relate to matters that are not based on historical facts and reflect our current expectations as of the date of this press release, including statements about: our outlook, our business strategy, allocation of cash flows and repurchases under the program. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control, which include: changes in the Company’s cash requirements, financial position, business strategy, general market, economic, tax, regulatory or industry conditions and other factors identified in the Company’s filings with the Securities and Exchange Commission. Accordingly, any forward-looking statements should be considered in light of these risks. 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. The timing and amount of any share repurchases will be at the discretion of management and will depend on a variety of factors including, but not limited to, the Company’s operating performance, cash flow and financial position, the market price of the shares and general economic and market conditions. The share repurchase program may be modified, increased, suspended or terminated at any time at the Board of Directors’ discretion.

Investor Relations Company Contact

Sterling Infrastructure, Inc.

Noelle Dilts, VP IR and Corporate Strategy

281-214-0795

Cover	Dec. 05, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 05, 2023
Entity Registrant Name	STERLING INFRASTRUCTURE, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-31993
Entity Tax Identification Number	25-1655321
Entity Address, Address Line One	1800 Hughes Landing Blvd.
Entity Address, City or Town	The Woodlands
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77380
City Area Code	281
Local Phone Number	214-0777
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	STRL
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000874238