Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Regulation FD Disclosure
Item 1.01 Entry into a Material Definitive Agreement. On July 2, 2026, Sterling Infrastructure, Inc. (the “Company”), as borrower, and certain of its subsidiaries, as guarantors (the “Subsidiary Guarantors”), entered into a Second Amended and Restated Credit Agreement, dated as of July 2, 2026 (the “Amended Credit Agreement”), with the financial institutions party thereto as lenders (the “Lenders”…
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, 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, plumbing services, and surveys 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.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On July 2, 2026, Sterling Infrastructure, Inc. (the “Company”), as borrower, and certain of its subsidiaries, as guarantors (the “Subsidiary Guarantors”), entered into a Second Amended and Restated Credit Agreement, dated as of July 2, 2026 (the “Amended Credit Agreement”), with the financial institutions party thereto as lenders (the “Lenders”) and BMO Bank N.A., as administrative agent for the Lenders (the “Agent”), which amends and restates that certain Amended and Restated Credit Agre...
The Amended Credit Agreement increases borrowing capacity by $1.05 billion and will initially provide for revolving borrowings up to an aggregate principal amount of $1.5 billion (with a $600 million sublimit for the issuance of letters of credit and a $50 million sublimit for swing line loans) (the “Revolving Loans”), which will be used for, among other things, refinancing and prepaying existing indebtedness, capital expenditures, permitted acquisitions and other general corporate purposes.
The Amended Credit Agreement provides flexibility with an option to establish an incremental facility (the “Incremental Facility” and, together with the Revolving Loans, the “Credit Facilities”), which may be used to (a) provide one or more tranches of term loans, (b) increase the Revolving Loans or (c) incur indebtedness in the form of pari passu secured indebtedness in an aggregate amount for (a)-(c) not to exceed the greater of (1) $500 million and (2) 100% of the Company’s EBITDA (as ...
Loans under the Credit Facilities have enhanced pricing with the elimination of the SOFR 10 basis point credit spread adjustment and bear interest at either a base rate or SOFR plus an applicable margin based on the Total Net Leverage Ratio. Revolving Loans may be repaid and reborrowed under the terms of the Amended Credit Agreement.
The Amended Credit Agreement contains customary representations, affirmative and negative covenants and events of default, including financial covenants stating that as of the last day of each fiscal quarter, the Company shall (i) not permit the Total Net Leverage Ratio to be greater than 3.50 to 1.00; provided that as long as there is no event of default at such time or would result therefrom, not more than twice during the term of the Credit Facilities, the Company may elect a “covenant...
The Amended Credit Agreement provides additional flexibility to the Company with increased debt, lien, investment and restricted payment baskets, reduced requirements for permitted acquisitions and mandatory prepayments and increased threshold amounts for certain covenants and events of default. Otherwise, substantially all of the other terms of the Credit Facilities remain similar to those in the Credit Agreement and all obligations of the Company under the Credit Facilities continue to ...
The Company is obligated to pay certain customary fees to the lenders and Agent under the Amended Credit Agreement. In the ordinary course of business, the Company and its affiliates have engaged, and may in the future engage, certain parties to the Amended Credit Agreement or their affiliates to provide commercial banking, investment banking and other services for which the Company or its affiliates have paid or will pay customary fees or commissions.
As of July 2, 2026, the Company had $90 million outstanding under the Revolving Loans.
The foregoing description of the Amended Credit Agreement does not purport to be complete and is qualified in its entirety by reference to such document, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 to this Current Report on Form 8-K (this “Report”) regarding the Amended Credit Agreement is incorporated herein by reference.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On July 8, 2026, the Company issued a press release announcing the Amended Credit Agreement. A copy of the press release is being furnished with this Report as Exhibit 99.1 and is incorporated herein 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the registrant 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 of 1933, as a...