strl-20250630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


☑						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to ___


Commission File Number			1-31993



STERLING INFRASTRUCTURE, INC.
(Exact name of registrant as specified in its charter)

Delaware			25-1655321
(State or other jurisdiction of incorporation or organization)			(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	NASDAQ
(Title of each class)	(Trading Symbol)	(Name of each exchange on which registered)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. þYes ¨ No


Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). þ Yes ¨ No


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	¨	Smaller reporting company	☐
		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.			¨


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes þ No

The number of shares outstanding of the registrant’s common stock as of August 1, 2025 – 30,419,831

STERLING INFRASTRUCTURE, INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS


			Page
PART I—FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements			3

Statements of Operations			3



Balance Sheets			4

Statements of Cash Flows			5

Statements of Changes in Stockholders’ Equity			6

Notes to the Condensed Consolidated Financial Statements			7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			20

Item 3. Quantitative and Qualitative Disclosures About Market Risk			27

Item 4. Controls and Procedures			27

PART II—OTHER INFORMATION

Item 1. Legal Proceedings			28

Item 1A. Risk Factors			28

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			28





Item 5. Other Information			28

Item 6. Exhibits			29

Signatures			30

PART I—FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenues	$	614,468	$	582,822	$	1,045,417	$	1,023,182
Cost of revenues	(471,328)		(470,079)		(807,437)		(833,535)
Gross profit	143,140		112,743		237,980		189,647
General and administrative expense	(33,987)		(27,856)		(68,618)		(55,154)
Intangible asset amortization	(4,536)		(4,280)		(9,039)		(8,577)
Acquisition related costs	(2,495)		(101)		(2,674)		(137)
Earn-out expense	(1,343)		(1,000)		(2,686)		(2,000)
Other operating income (expense), net	3,785		(6,772)		5,677		(8,920)
Operating income	104,564		72,734		160,640		114,859
Interest income	6,901		6,305		13,728		12,207
Interest expense	(4,995)		(6,513)		(10,227)		(13,177)

Income before income taxes	106,470		72,526		164,141		113,889
Income tax expense	(27,362)		(17,952)		(42,442)		(25,556)
Net income, including noncontrolling interests	79,108		54,574		121,699		88,333
Less: Net income attributable to noncontrolling interests	(8,117)		(2,695)		(11,231)		(5,406)
Net income attributable to Sterling common stockholders	$	70,991	$	51,879	$	110,468	$	82,927

Net income per share attributable to Sterling common stockholders:
Basic	$	2.33	$	1.68	$	3.62	$	2.68
Diluted	$	2.31	$	1.67	$	3.59	$	2.66

Weighted average common shares outstanding:
Basic	30,408		30,914		30,477		30,945
Diluted	30,762		31,145		30,804		31,158

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

(Unaudited)


	June 30,		December 31,
	2025		2024
Assets
Current assets:
Cash and cash equivalents ($147,572 and $97,796 related to variable interest entities (“VIEs”))	$	699,373	$	664,195
Accounts receivable ($36,550 and $17,851 related to VIEs)	347,661		247,050
Contract assets ($20 and $0 related to VIEs)	51,778		55,387
Receivables from and equity in construction joint ventures	7,968		5,811
Receivable from affiliate (Note 15)	2,540		32,054
Other current assets	22,979		17,383
Total current assets	1,132,299		1,021,880
Property and equipment, net	244,810		236,795
Investment in unconsolidated subsidiary	109,040		107,400
Operating lease right-of-use assets, net	44,470		52,668
Goodwill	283,664

SEC Form 10-Q filed by Sterling Infrastructure Inc.