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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 31, 2024

Sterling Infra Inc Logo_4C.jpg
STERLING INFRASTRUCTURE, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3199325-1655321
(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 shareSTRLThe 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.
Since 2012, Sterling Infrastructure, Inc. (“Sterling”) has held a 50% ownership interest in Road and Highway Builders, LLC (“RHB”), with Rich Buenting holding the remaining 50% ownership interest. On December 31, 2024, both parties executed an amendment to the RHB operating agreement to ensure the continuation of this mutually beneficial relationship while addressing the evolving needs and interest of both parties. This amendment modified the way RHB would be dispositioned in the event of the death or disability of Mr. Buenting and provides that in such event, Sterling and Mr. Buenting’s estate must agree with one of four alternatives: (1) continuation of the existing ownership structure; (2) acquisition of Sterling’s 50% interest by Mr. Buenting’s estate at fair value; (3) acquisition of Mr. Buenting’s 50% interest by Sterling at fair value; or (4) the joint sale of RHB to a third party at fair market value. Further, the amendment changes the way that RHB results are reported under Generally Accepted Accounting Principles, but does not change RHB's historical or future contribution to Sterling's consolidated net income.

On January 7, 2025, Sterling issued a press release announcing the amended agreement. A copy of the press release 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
104Cover 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:January 7, 2025By:/s/ Sharon R. Villaverde
  Sharon R. Villaverde
  Chief Financial Officer




Exhibit 99.1

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NEWS RELEASE
For Immediate Release:
January 7, 2025
Sterling Announces Amendment to Road and Highway Builders, LLC Operating Agreement

THE WOODLANDS, TX – January 7, 2025 – Sterling Infrastructure, Inc. (NasdaqGS: STRL) ("Sterling" or "the Company") today announced that it executed an amendment to its Road and Highway Builders, LLC (“RHB”) Operating agreement on December 31, 2024. This amendment changes the way that RHB results are reported under Generally Accepted Accounting Principles (“GAAP”), but does not change RHB’s historical or future contribution to Sterling’s consolidated net income.
Since 2012, Sterling has held a 50% ownership interest in Road and Highway Builders, LLC (“RHB”), with Rich Buenting holding the remaining 50% ownership interest. On December 31, 2024, both parties executed an amendment to the operating agreement to ensure the continuation of this mutually beneficial relationship while addressing the evolving needs and interests of both parties. This amendment modified the way RHB would be dispositioned in the event of the death or disability of Mr. Buenting and provides that in such event, Sterling and Mr. Buenting’s estate must agree with one of four alternatives: (1) continuation of the existing ownership structure; (2) acquisition of Sterling's 50% interest by Mr. Buenting’s estate at fair value; (3) acquisition of Mr. Buenting’s 50% interest by Sterling at fair value; or (4) the joint sale of RHB to a third party at fair market value.
Prior to the amendment, Sterling fully consolidated RHB with all of RHB’s assets and liabilities included in Sterling’s Consolidated Balance Sheets on a line by line basis and with Mr. Buenting’s interest reported as a liability within “Members' interest subject to mandatory redemption and undistributed earnings”. Additionally, all of RHB’s Revenue, Cost of Revenue, and General and administrative expense were included in Sterling’s Consolidated Statements of Operations with Mr. Buenting’s 50% share of RHB’s operating income included as an other operating expense.
Under GAAP, this contractual change requires that Sterling no longer consolidate RHB’s results. Therefore, Sterling’s interest in RHB’s balance sheet will be presented in Sterling’s 2024 Consolidated Balance Sheet on one line. Sterling anticipates recognizing a significant non-cash net gain on the transaction in its 2024 Consolidated Statement of Operations in accordance with the accounting requirements.
Starting in 2025, 50% of RHB’s operating income will be presented on one line in Sterling’s Consolidated Statements of Operations. RHB’s revenue, which is expected to be between $230 million and $240 million in 2024, will no longer be included in Sterling’s consolidated revenue in 2025. Additionally, Sterling consolidated backlog figures as of December 31, 2024 will no longer include RHB backlog, which on a stand alone basis is estimated to be between $425 million to $475 million at the end of the year.
CEO Remarks
“Rich Buenting is an excellent business leader and has been a trusted and valued joint venture partner for more than a decade,” stated Joe Cutillo, Sterling’s Chief Executive Officer. “RHB consistently delivers strong growth and profitability and we look forward to continuing this mutually beneficial relationship in the years ahead.”
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 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 includes residential and commercial concrete foundations for single-family and multi-family homes, parking structures, elevated slabs, other concrete work and plumbing services 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
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. Any such statements are subject to risks and uncertainties, including those risks identified in the Company’s filings with the Securities and Exchange Commission. Accordingly, such 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.
Sterling Infrastructure Contacts:
Noelle Dilts, VP of Investor Relations and Corporate Strategy
281-214-0795
noelle.dilts@strlco.com

v3.24.4
Cover
Dec. 31, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Dec. 31, 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
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