Arcosa (ACA) Proxy filing summary

Executive summary

• A special meeting is scheduled for September 4, 2026, for shareholders to vote on a proposed merger with CRH Americas, Inc., where the company would become a wholly owned subsidiary of CRH.

• Litigation and multiple demand letters have been filed by shareholders alleging insufficient disclosures in the proxy materials; the company disputes these claims but issued supplemental disclosures to mitigate risk and avoid delays.

• The company provided additional financial analyses and clarified methodologies used by its financial advisors, Evercore and Goldman Sachs, regarding the fairness of the merger consideration.

• Forward-looking statements highlight risks related to the merger, including regulatory approvals, litigation, transaction costs, and operational disruptions.

Voting matters and shareholder proposals

• Shareholders are asked to vote on the adoption and approval of the merger agreement at a virtual special meeting.

Board of directors and corporate governance

• No new or amended employment, compensation, or other agreements have been entered into by directors or executive officers in connection with the merger.

• The merger is not conditioned on any post-closing employment or equity participation by current management.