strl-20251112

STERLING INFRASTRUCTURE, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-31993

25-1655321

(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 share	STRL	The 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.

On November 12, 2025, Sterling Infrastructure, Inc. (the "Company") issued a press release announcing that the Board of Directors (the "Board") of the Company authorized a stock repurchase program, effective today, to purchase $400 million of the Company’s outstanding common stock over the next 24 months. This stock repurchase program replaces the Company’s current stock repurchase program adopted by the Board in December 2023, which was set to expire on December 5, 2025. 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						Press release, dated November 12, 2025
104						Cover 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:	November 12, 2025	By:	/s/ Nicholas Grindstaff
			Nicholas Grindstaff
			Chief Financial Officer


FORM 8-K