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): February 12, 2024

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 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 12, 2024, Ronald A. Ballschmiede, Executive Vice President, Chief Financial Officer and Chief Accounting Officer of Sterling Infrastructure, Inc. (the “Company”), notified the Company of his plan to retire in 2024. Mr. Ballschmiede is expected to continue in his current role until such time as a successor is named and otherwise assist in the transition.


Item 7.01			Regulation FD Disclosure.

On February 12, 2024, the Company issued a press release announcing Mr. Ballschmiede's anticipated retirement, a copy of which is furnished as Exhibit 99.1 hereto and incorporated into this Item 7.01 by reference. The information provided in this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act, nor shall it be incorporated by reference in any filing made by the Company pursuant to the Exchange Act or the Securities Act, other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number						Description
99.1						Press release, dated February 12, 2024
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:	February 12, 2024	By:	/s/ Ronald A. Ballschmiede
			Ronald A. Ballschmiede
			Chief Financial Officer

NEWS RELEASE For Immediate Release: February 12, 2024 Sterling Announces Planned Retirement of Chief Financial Officer Ronald Ballschmiede THE WOODLANDS, TX – February 12, 2024 – Sterling Infrastructure, Inc. (NasdaqGS: STRL) (“Sterling” or “the Company”) today announced that Ronald Ballschmiede, Sterling’s Chief Financial Officer (“CFO”), has informed the Company of his plan to retire in 2024. CEO Remarks “Ron has been a tremendous partner as we worked to build Sterling into the company it is today,” stated Joe Cutillo, Sterling’s Chief Executive Officer. “We have a succession plan in place. Ron will stay on as CFO until his successor is named and will continue thereafter to ensure a smooth transition.” 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, other concrete work, and residential plumbing services. 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, our financial strategy and allocation of cash flows. 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 financial position, business strategy, 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. Investor Relations Company Contact Sterling Infrastructure, Inc. Noelle Dilts, VP IR and Corporate Strategy 281-214-0795

Cover	Feb. 12, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 12, 2024
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