What the changes say
- Backlog increased from $1.69 billion to $3.01 billion, while the filing stresses that backlog may not convert to revenue or earnings.
- New risks cover contract profitability, cancellations, permits, privacy, artificial intelligence, and project-award uncertainty.
- Labor and execution risks expanded to include immigration-policy changes, succession planning, organized-labor protests, and acquisition integration.
- Environmental risk was folded into broader litigation and regulatory exposure; a joint-venture termination risk was removed.
What changed since the prior 10-K
New
- NewRisks Related to Our Business and Industry
contract may be less profitable than expected. As a result, these types of contracts could negatively affect our cash flow, earnings and financial position
Fixed-price and lump-sum projects may suffer cost overruns from site conditions, omissions, weather, modifications, materials, fuel, or third-party claims.
- NewRisks Related to Our Construction Joint Venture Partners and Customers
The early termination of contracts and uncertainty of new project awards could adversely affect our business
Customers may terminate contracts, while unpredictable awards or lost government qualifications could leave crews and equipment idle.
- NewRisks Related to Legal and Regulatory Matters
We are, and may continue to be, involved in routine litigation and government inquiries in the ordinary course of business
Routine litigation, government inquiries, environmental matters, and climate-related regulation could cumulatively damage finances or operations.
- NewRisks Related to Legal and Regulatory Matters
We are required to obtain, maintain and comply with government permits, licenses and approvals, and failure to obtain, maintain, and comply with such permits, licenses and approvals could adversely affect our or our customers’ operations
Failure to obtain, renew, or comply with permits, licenses, and approvals could suspend work, trigger sanctions, or prevent projects.
- NewRisks Related to Legal and Regulatory Matters
In the ordinary course of our business, we collect, use, store, and process personal information relating to our employees, vendors, and suppliers, and we may share such information with third‑party service providers for limited purposes under contractual arrangements
Privacy-law compliance may prove inadequate when Sterling processes employee, vendor, and supplier information through third-party providers.
- NewRisks Related to Legal and Regulatory Matters
We use artificial intelligence (“AI”) technologies in our business, and the deployment, use, and maintenance of these technologies involve significant technological and legal risks
AI investments and third-party tools may produce flawed or biased results, fail commercially, or create unpredictable privacy and consumer-protection costs.
- NewRisks Related to Our Financial Results, Financing and Liquidity
large new contracts and the mix of services can significantly affect Backlog reporting. We cannot guarantee that the revenue projected in our Backlog will be realized, or if realized, will result in earnings
Large contracts and changing service mix can distort backlog, which may not convert into projected revenue or earnings.
Dropped
- DroppedRisks Related to Our Construction Joint Venture Partners and Customers
our partner’s shortfall. Furthermore, if we are unable to adequately address our partner’s performance issues, the customer may terminate the project, which could result in legal liability to us, harm to our reputation and reduce our profit on a project
- DroppedRisks Related to Our Construction Joint Venture Partners and Customers
Most of our contracts can be canceled on short notice
- DroppedRisks Related to Regulatory Matters
Environmental and other regulatory matters, including those relating to climate change, could adversely affect our ability to conduct our business and could require expenditures that could have a material adverse effect on our results of operations and financial condition
Reworded
- 70% rewrittenRisks Related to Our Business and Industry
If we do not accurately estimate the overall risks, requirements or costs related to a project when we bid for a contract that is ultimately awarded to us, we may achieve a lower than anticipated profit or incur a loss on the contract
The risk remains inaccurate bidding and cost overruns on fixed-unit-price and lump-sum contracts, with no substantive new threat visible in the excerpt.
- 58% rewrittenRisks Related to Our Construction Joint Venture Partners and Customers
Our participation in construction joint ventures exposes us to liability and/or harm to our reputation for failures of our partners
The heading now directly emphasizes liability and reputational harm from partner failures; the shown discussion still covers joint-and-several liability and partner shortfalls.
- 55% rewrittenRisks Related to Our Financial Results, Financing and Liquidity
We may not be able to fully realize the revenue value reported in our Backlog
Backlog increased from $1.69 billion at December 31, 2024 to $3.01 billion at December 31, 2025; the definition is otherwise unchanged.
- 52% rewrittenRisks Related to Our Workforce
If we are unable to comply with applicable immigration laws, our ability to successfully complete contracts may be negatively impacted
The risk now adds political focus and possible federal changes to immigration laws, regulations, and enforcement programs.
- 42% rewrittenRisks Related to Our Workforce
Our business depends on our ability to attract and retain talented employees
The risk now specifically adds succession planning and knowledge transfer for key employees.
- 42% rewrittenRisks Related to Our Workforce
We may be subject to unionization, work stoppages, slowdowns or increased labor costs
The risk now includes operational disruption from organized-labor groups protesting Sterling’s non-union status.
- 35% rewrittenRisks Related to Our Business and Industry
Our dependence on suppliers of materials and subcontractors could increase our costs and impair our ability to complete contracts on a timely basis or at all
The materials and subcontractor risk removes explicit references to supply-chain disruptions and public-health crises from its listed causes.
- 34% rewrittenRisks Related to Strategy and Acquisitions
Our strategy, which includes expanding into adjacent markets, may not be successful
The acquisition-growth risk now adds integration difficulties involving operations, systems, policies, procedures, and public-company controls.
- 32% rewrittenRisks Related to Our Financial Results, Financing and Liquidity
Our Credit Agreement contains various covenants and other provisions that impose restrictions on our ability to operate and manage our business
Was: We incurred indebtedness in connection with recent acquisitions, and the agreement governing such indebtedness contains various covenants and other provisions that impose restrictions on our ability to operate and manage our business
- 31% rewrittenRisks Related to Our Segments
The homebuilding industry is cyclical and susceptible to downward changes in general economic or other business conditions which could adversely affect our Building Solutions projects, including foundations and plumbing for single-family and multi-family homes
Was: The homebuilding industry is cyclical and susceptible to downward changes in general economic or other business conditions which could adversely affect our Building Solutions projects, including foundations for single-family and multi-family homes
- 20% rewrittenRisks Related to Legal and Regulatory Matters
Recent and potential changes in U.S. trade policies and retaliatory responses from other countries may significantly increase the costs or limit supplies of materials and products used in our projects
Was: Recent and potential changes in U.S. trade policies and retaliatory responses from other countries may significantly increase the costs or limit supplies of materials and products used in our construction projects involving concrete
All 47 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business and Industry
- 01Demand for our services may decrease during economic recessions or volatile economic cycles, and a reduction in demand in end markets may adversely affect our business
- 02Our dependence on suppliers of materials and subcontractors could increase our costs and impair our ability to complete contracts on a timely basis or at all35% rewritten
- 03If we do not accurately estimate the overall risks, requirements or costs related to a project when we bid for a contract that is ultimately awarded to us, we may achieve a lower than anticipated profit or incur a loss on the contract70% rewritten
- 04contract may be less profitable than expected. As a result, these types of contracts could negatively affect our cash flow, earnings and financial positionNew
- 05We may incur higher costs to lease, acquire and maintain equipment necessary for our operations, and the market value of our owned equipment may decline
- 06We may not accurately assess and/or estimate the quality, quantity, availability and cost of aggregates we need to complete a project, particularly for projects in rural areas
- 07Timing of the award and performance of new contracts may fluctuate
- 08Adverse weather conditions may cause delays, which could slow completion of our construction activity
- 09We rely on information technology systems to conduct our business, which are subject to disruption, failure or security breaches
- 10Major public health crises could disrupt our operations and adversely affect our business, results of operations and financial condition
Risks Related to Our Segments
- 11E-Infrastructure Solutions
- 12Our E-Infrastructure Solutions business, as well as the industries of many of our customers upon whom we are dependent, are susceptible to economic downturns, including periods of slower than anticipated economic growth
- 13The heavy highway construction industry is highly competitive, with a variety of companies competing against us, and our failure to compete effectively could reduce the number of new contracts awarded to us or adversely affect our margins on contracts awarded
- 14Our Transportation Solutions business relies on highly competitive and highly regulated state or local government contracts
- 15Our Transportation Solutions business depends on our ability to qualify as an eligible bidder under state or local government contract criteria and to compete successfully against other qualified bidders in order to obtain state or local government contracts
- 16The design-build project delivery method subjects our Transportation Solutions business to the risk of design errors and omissions
- 17An inability to obtain bonding could limit the aggregate dollar amount of contracts that we are able to pursue for our Transportation Solutions business
- 18Our Transportation Solutions business is susceptible to economic downturns and reductions in state or local government funding of infrastructure projects
- 19A prolonged government shutdown may adversely affect our Transportation Solutions business
- 20The homebuilding industry is cyclical and susceptible to downward changes in general economic or other business conditions which could adversely affect our Building Solutions projects, including foundations and plumbing for single-family and multi-family homes31% rewritten
Risks Related to Our Construction Joint Venture Partners and Customers
- 21Our participation in construction joint ventures exposes us to liability and/or harm to our reputation for failures of our partners58% rewritten
- 22We may not be able to recover on claims or change orders against clients for payment or on claims against subcontractors for performance
- 23We are dependent on a limited number of significant customers
- 24The early termination of contracts and uncertainty of new project awards could adversely affect our businessNew
Risks Related to Our Workforce
- 25Our business depends on our ability to attract and retain talented employees42% rewritten
- 26We may be subject to unionization, work stoppages, slowdowns or increased labor costs42% rewritten
- 27If we are unable to comply with applicable immigration laws, our ability to successfully complete contracts may be negatively impacted52% rewritten
- 28Our operations are subject to hazards that may cause personal injury or property damage, thereby subjecting us to liabilities and possible losses, which may not be covered by insurance as well as negative reputational impacts relating to health and safety matters
- 29We contribute to multiemployer plans that could result in liabilities to us if those plans are terminated or if we withdraw from those plans
Risks Related to Legal and Regulatory Matters
- 30We are, and may continue to be, involved in routine litigation and government inquiries in the ordinary course of businessNew
- 31We are required to obtain, maintain and comply with government permits, licenses and approvals, and failure to obtain, maintain, and comply with such permits, licenses and approvals could adversely affect our or our customers’ operationsNew
- 32Recent and potential changes in U.S. trade policies and retaliatory responses from other countries may significantly increase the costs or limit supplies of materials and products used in our projects20% rewritten
- 33Tax matters, including changes in corporate tax laws and disagreements with taxing authorities, could impact our results of operations and financial condition
- 34In the ordinary course of our business, we collect, use, store, and process personal information relating to our employees, vendors, and suppliers, and we may share such information with third‑party service providers for limited purposes under contractual arrangementsNew
- 35We use artificial intelligence (“AI”) technologies in our business, and the deployment, use, and maintenance of these technologies involve significant technological and legal risksNew
Risks Related to Strategy and Acquisitions
- 36Our strategy, which includes expanding into adjacent markets, may not be successful34% rewritten
Risks Related to Our Financial Results, Financing and Liquidity
- 37Our use of over time revenue recognition (formerly known as percentage-of-completion method) accounting related to our projects could result in a reduction or elimination of previously reported revenue and profits
- 38We may not be able to fully realize the revenue value reported in our Backlog55% rewritten
- 39large new contracts and the mix of services can significantly affect Backlog reporting. We cannot guarantee that the revenue projected in our Backlog will be realized, or if realized, will result in earningsNew
- 40We may need to raise additional capital in the future for working capital, capital expenditures and/or acquisitions, and we may not be able to do so on favorable terms or at all, which would impair our ability to operate our business or achieve our growth objectives
- 41Our Credit Agreement contains various covenants and other provisions that impose restrictions on our ability to operate and manage our business32% rewritten
- 42We must manage our liquidity carefully to fund our working capital
- 43We may be required to write down all or part of our goodwill and intangibles
- 44Failure to maintain adequate financial and management processes and internal controls could lead to errors in reporting our financial results
Risks Related to Our Common Stock
- 45We cannot guarantee that our Stock Repurchase Program will be fully implemented or that it will enhance long-term stockholder value
- 46Provisions in our amended and restated certificate of incorporation and in Delaware law may discourage a takeover attempt
- 47The price of our common stock has experienced volatility
Other Sterling Infrastructure 10-Ks
- FY2024 10-K risk factors43 risks
Sterling Infrastructure's risk profile is dominated by fixed-price contract margin pressures, supply chain volatility, and government funding dependencies across its infrastructure segments.
Filed Feb 26, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.