STRL: Leadership change

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 20, 2026, on the recommendation of the Compensation & Talent Development Committee (the “Compensation Committee”) of its Board of Directors (the “Board”), the Board approved and Sterling Infrastructure, Inc. (the “Company”) entered into the first amendment to the Amended and Restated Executive Employment Agreement dated January 1, 2024 with Joseph A. Cutillo, the Company’s Chief Executive Officer (“CEO”), to extend the date of Mr. Cutillo’s employment with the Company from January 1, 2027 through December 31, 2027 in accordance with the terms of the agreement (the “First Amendment to the Amended and Restated Executive Employment Agreement”). In connection with the execution of the First Amendment to the Amended and Restated Executive Employment Agreement, Mr. Cutillo was granted 40,000 restricted stock units (the “Special Grant”) which shall vest upon the earlier of the successful onboarding, as determined by the Board in its sole discretion, of Mr. Cutillo’s successor as CEO or his continued employment with the Company through December 31, 2027. The restricted stock units granted pursuant to the Special Grant will also vest upon a change of control of the Company or Mr. Cutillo’s termination of employment due to death or disability, by the Company without cause, or by Mr. Cutillo for good reason. All other terms and conditions of the Amended and Restated Executive Employment Agreement remain unchanged. The foregoing summaries of the First Amendment to the Amended and Restated Executive Employment Agreement and the Special Grant are not intended to be complete and are qualified in their entirety by reference