Arcosa, Inc. 8-K

What Happened
Arcosa, Inc. announced on June 21, 2026 that it entered into an Agreement and Plan of Merger with CRH Americas, Inc. (Parent) and Neon Merger Sub, Inc. (Merger Sub). Under the agreement, Merger Sub will merge into Arcosa and Arcosa will become a wholly owned subsidiary of CRH Americas. At the Effective Time, each outstanding share of Arcosa common stock (other than certain excluded or dissenting shares) will be converted into the right to receive $150.00 in cash per share. A joint press release was issued June 22, 2026.

Key Details

• Merger consideration: $150.00 cash per Arcosa common share (no interest, subject to withholding).
• Equity awards: outstanding restricted stock and RSU awards granted before the Merger Agreement will vest and be cashed out at the $150 per-share price (plus accrued dividend equivalents); performance awards use the greater of 100% of target or actual performance as determined by the Board.
• Approvals & conditions: transaction requires approval by a majority of Arcosa shareholders, expiration/clearance under the HSR Act and required regulatory approvals, absence of blocking injunctions, and other customary closing conditions.
• Timing & termination: Outside Date of June 21, 2027 (extendable up to six months for regulatory delays); no financing condition for Parent; delisting from NYSE and NYSE Texas and deregistration under the Exchange Act upon closing.
• Break fees: Parent would pay Arcosa a termination fee of $371,967,952 in specified regulatory-failure scenarios; Arcosa could owe Parent $260,377,567 in certain other termination scenarios (including pursuing a superior proposal).

Why It Matters
This is a definitive cash acquisition that, if approved and completed, would immediately provide Arcosa shareholders $150 per share in cash and result in Arcosa becoming a private subsidiary of CRH Americas. The deal depends on shareholder approval and regulatory clearances (antitrust reviews), and includes significant termination fees and customary “no‑shop” limits with a fiduciary out for the Board. Investors should watch for the company’s proxy statement, the scheduled special meeting for the shareholder vote, and developments in regulatory reviews.