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| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). | |||||
| Emerging growth company | |||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | ||||||||||
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
On August 26, 2024, Charles R. Patton, a member of the Board of Directors (the “Board”) of Sterling Infrastructure, Inc. (the “Company”), notified the Company of his intention to retire from the Board and as a member of each of the Compensation and Talent Development Committee and the Corporate Governance and Nominating Committee, effective September 1, 2024. Mr. Patton’s decision is not due to any disagreement with the Company. In connection with Mr. Patton's retirement, the Board reduced its size from eight to seven directors. | |||||
| Item 7.01 | Regulation FD Disclosure. | ||||
On August 28, 2024, the Company issued a press release announcing Mr. Patton’s retirement as director, a copy of which is furnished as Exhibit 99.1 hereto and incorporated into this Item 7.01 by reference. The information provided in this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act, nor shall it be incorporated by reference in any filing made by the Company pursuant to the Exchange Act or the Securities Act, other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto. | |||||
| Item 9.01 | Financial Statements and Exhibits. | ||||
| (d) | Exhibits | ||||
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
| SIGNATURES | ||
| Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. | ||
| STERLING INFRASTRUCTURE, INC. | |||||||||||
| Date: | August 28, 2024 | By: | /s/ Sharon R. Villaverde | ||||||||
Sharon R. Villaverde | |||||||||||
| Chief Financial Officer | |||||||||||