Arcosa, Inc.

0001739445 false 0001739445 2026-06-21 2026-06-21 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): June 21, 2026 Arcosa, Inc. __________________________________________ (Exact name of registrant as specified in its charter) Delaware 1-38494 82-5339416 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 500 N. Akard Street, Suite 400 Dallas, Texas 75201 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: ( 972 ) 942-6500 Not Applicable (Former name or former address, if changed since last report) 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) þ 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)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock ($0.01 par value) ACA New York Stock Exchange Common Stock ($0.01 par value) ACA NYSE Texas, Inc. Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 1.01 Entry into a Material Definitive Agreement. On June 21, 2026, Arcosa, Inc., a Delaware corporation (“Arcosa” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, CRH Americas, Inc., a Delaware corporation (“Parent”), and Neon Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Merger Agreement, which is attached hereto as Exhibit 2.1. Merger Consideration On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Company common stock, par value $0.01 per share (the “Common Stock”), issued and outstanding immediately prior to the Effective Time (other than any Company Restricted Stock Awards, Cancelled Shares and any Dissenting Shares) will be automatically converted into the right to receive $150.00 in cash, without interest and subject to applicable withholding taxes (the “Merger Consideration”). Pursuant to the Merger Agreement, at the Effective Time, each Company restricted stock unit award covering shares of Common Stock and each share of restricted Common Stock, in each case granted prior to the date of the Merger Agreement and outstanding as of the date of the Merger Agreement (each, a “Company Equity Award”), will become vested and be settled in cash, without interest, in an amount equal to the Merger Consideration multiplied by the number of shares of Common Stock underlying such Company Equity Award, plus the amount of any accrued but unpaid dividend equivalents with respect to such Company Equity Award, in each case less applicable withholding taxes. With respect to any Company Equity Award that vests based on achievement of pre-established performance criteria, the number of shares of Common Stock subject to such award will be determined with performance levels deemed achieved at the greater of (x) 100% of target and (y) actual performance achieved prior to the Effective Time, as determined by the Company’s Board of Directors (the “Board”) (or an appropriate committee thereof). Any Company equity awards granted following the date of the Merger Agreement will be treated in accordance with the Merger Agreement. Closing Conditions The consummation of the Merger is subject to the satisfaction or waiver of customary closing conditions, set forth in the Merger Agreement, including (i) adoption of the Merger Agreement by the holders of a majority of the outstanding shares of Common Stock (the “Company Stockholder Approval”), (ii) the absence of any law, injunction or order (whether temporary, preliminary or permanent) by any governmental entity that has the effect of restraining, enjoining or otherwise prohibiting the Merger, (iii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the receipt or waiver of specified regulatory approvals in the Required Jurisdictions, and (iv) other customary closing conditions, including (a) each party’s representations and warranties being true and correct, subject to certain customary qualifications, (b) each party’s compliance with or performance of, in all material respects, its obligations under the Merger Agreement and (c) the absence of a material adverse effect with respect to the Company. Stockholder Approval The Merger Agreement includes a covenant requiring the Company to call and hold a special meeting of the Company stockholders to approve the Merger and, subject to certain exceptions described below, not to withdraw, change, amend, modify or qualify in a manner adverse to Parent the recommendation of the Board that the Company stockholders approve the Merger Agreement. No Shop; Fiduciary Out Pursuant to the Merger Agreement, between the date of the signing of the Merger Agreement and the earlier of its termination or the Effective Time, the Company has agreed not to, among other items and subject to certain exceptions set out in the Merger Agreement, (i) solicit, initiate, knowingly encourage or facilitate any inquiry, proposal or offer, or make, submit or announce any inquiry, proposal or offer which constitutes, or could reasonably be expected to lead to an Acquisition Proposal or (ii) participate in any discussions or negotiations regarding or furnish to any person any information relating to the Company or any subsidiary of the Company, in each case, in connection with an Acquisition Proposal. Prior to obtaining the Company Stockholder Approval, however, subject to satisfaction of certain conditions and under the circumstances specified in the Merger Agreement, the Board may: (i) in response to an Intervening Event, make a Change of Recommendation, or (ii) if the Company has received a Superior Proposal, make a Change of Recommendation and cause the Company to enter into a definitive agreement providing for such Superior Proposal and terminate the Merger Agreement, so long as, in either case, the Board determines in good faith after consultation with its outside legal counsel, that the failure to take such action would be reasonably likely to constitute a breach of the directors’ fiduciary duties under applicable law, subject to complying with notice and other specified conditions, including customary match rights of Parent, and, in the case of a termination of the Merger Agreement, payment to Parent of the termination fee described below. Termination and Termination Fees The Merger Agreeme