Arcosa, Inc.

DEFM14A 1 ny20076790x2_defm14a.htm DEFM14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.14a-12 Arcosa, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than The Registrant) Payment of Filing Fee (Check the appropriate box): ☐ No fee required. ☑ Fee paid previously with preliminary materials. ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. TABLE OF CONTENTS Arcosa, Inc. 500 N. Akard St., Suite 400 Dallas, Texas 75201 August 3, 2026 Dear Fellow Stockholders: You are cordially invited to attend a special meeting of stockholders (the “special meeting”) of Arcosa, Inc., a Delaware corporation (the “Company”), to be held via live webcast on September 4, 2026 at 9:00 a.m. Central Time. The special meeting can be accessed by visiting www.virtualshareholdermeeting.com/ACA2026SM, where you will be able to listen to the meeting live and vote online. Please note that you will not be able to attend the special meeting in person. On June 21, 2026, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified in accordance with its terms, the “merger agreement”) with CRH Americas, Inc., a Delaware corporation (“Parent”), and Neon Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“merger sub”), providing for, subject to the satisfaction or waiver of specified conditions set forth therein, the acquisition of the Company by Parent. Subject to the terms and conditions of the merger agreement, merger sub will be merged with and into the Company (the “merger”), with the Company surviving the merger as a wholly owned subsidiary of Parent. At the special meeting, you will be asked to consider and vote on: • a proposal to adopt and approve the merger agreement (Proposal 1); • a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the named executive officers of the Company that is based on or otherwise relates to the merger (Proposal 2); and • a proposal to adjourn the special meeting to a later date or time, if necessary or appropriate, (a) to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to approve the proposal to adopt and approve the merger agreement, (b) if there are insufficient shares of Company common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the special meeting or (c) to allow reasonable time for the filing or mailing of any supplemental or amended disclosures that the Company has determined, based on advice of outside legal counsel, are reasonably likely to be required under applicable law and for such supplemental or amended disclosures to be disseminated and reviewed by the Company’s stockholders prior to the special meeting (Proposal 3). If the merger is consummated, the holders of the common stock, par value $0.01 per share, of the Company (the “Company common stock”) will receive $150.00 in cash, without interest, less any applicable withholding taxes, for each share of Company common stock that they own immediately prior to the time the merger becomes effective (the “effective time”), other than (i) Company restricted stock awards (which are discussed under “Treatment of Company Equity Awards” in the accompanying proxy statement), (ii) shares owned or held in treasury by the Company or owned by Parent or merger sub immediately prior to the effective time, and (iii) shares issued and outstanding immediately prior to the effective time (other than such shares referenced in clauses (i) and (ii)) that are held by a holder who did not vote in favor of the adoption of the merger agreement (or consent thereto in writing) and has properly exercised appraisal rights in respect of such shares in accordance with Section 262 of the General Corporation Law of the State of Delaware. The Board of Directors of the Company (the “Company Board”) has reviewed and carefully considered, with the assistance of the officers of the Company and the Company’s legal and financial advisors, the merger agreement and the transactions contemplated thereby, including the merger. After due consideration, the Company Board unanimously (i) determined that the terms of the merger agreement and the transactions contemplated thereby, including the merger, are fair to, and in the best interests of, the Company and its stockholders, (ii) determined that it is in the best interests of the Company and its stockholders, and declared it TABLE OF CONTENTS advisable, for the Company to enter into the merger agreement, (iii) approved the execution and delivery by the Company of the merger agreement, the performance by the Company of its covenants and agreements contained therein and the consummation of the transactions contemplated thereby, including the merger, upon the terms and subject to the conditions set forth therein and (iv) recommended that the Company’s stockholders vote to adopt the merger agreement. Accordingly, the Company Board unanimously recommends a vote “ FOR ” the adoption and approval of the merger agreement and the approval of the other proposals to be voted on at the special meeting, each as described in the accompanying proxy statement. The accompanying proxy statement provides you with more specific information about the special meeting, the merger agreement, the merger and the other transactions contemplated by the merger agreement. You should carefully read the entire proxy statement, including the annexes and documents referred to or incorporated by reference therein. You may also obtain more information about the Company from the documents the Company files with the U.S. Securities and Exchange Commission (the “SEC”), including those incorporated by reference into the accompanying proxy statement. Your vote is very important. Adoption and approval of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Company common stock entitled to vote thereon. The failure of any stockholder to vote will have the same effect as a vote against the merger agreement. Accordingly, whether or not you plan to attend the special meeting, you are requested to promptly vote your shares by completing, signing and dating the enclosed proxy card or voting instruction card and returning it in the envelope provided or by voting over the telephone or the Internet as instructed in these materials. If you are a stockholder of record and you sign, date and mail your proxy card without indicating how you wish to vote, your vote will be counted as a vote: 1. “ FOR ” adoption and approval of the merger agreement; 2. “ FOR ” approval, on a non-binding, advisory basis, the compensation that may be paid or become payable to the named executive officers of the Company that is based on or otherwise related to the merger; and 3. “ FOR ” adjourning the special meeting to a later date or time, if necessary or appropriate, (a) to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to approve the proposal to adopt and approve the merger agreement, (b) if there are insufficient shares of Company common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the special meeting or (c) to allow reasonable time for the filing or mai