Arcosa (ACA) Proxy filing summary

Executive summary

• A special meeting is scheduled for September 4, 2026, to vote on a merger agreement with CRH Americas, Inc., under which shareholders will receive $150.00 per share in cash if the merger is approved and completed.

• The board unanimously recommends voting in favor of the merger, the related executive compensation proposal, and the adjournment proposal if needed.

• The merger is expected to close in the first quarter of 2027, subject to regulatory and shareholder approvals and other customary closing conditions.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) approval of the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) adjournment of the meeting if necessary.

• Approval of the merger requires a majority of outstanding shares; abstentions and broker non-votes count as votes against.

• Shareholders who do not vote in favor may seek appraisal rights under Delaware law.

Board of directors and corporate governance

• The board, after consulting with legal and financial advisors, determined the merger is fair and in the best interests of shareholders.

• The board considered strategic alternatives and concluded the all-cash offer at a premium was the best available option.

• The board's recommendation is based on a comprehensive review of financial, strategic, and market factors.