Arcosa Files Proxy for $150-a-Share CRH Buyout Vote on Sept. 4

What happened

Arcosa, Inc., a Dallas-based manufacturer of engineered construction and industrial products, filed a definitive proxy statement with the SEC on Aug. 3, 2026, for a special meeting of stockholders to be held via live webcast on Sept. 4, 2026 at 9:00 a.m. Central Time. The filing sets out the terms of a merger agreement the company entered into on June 21, 2026 with CRH Americas, Inc. and Neon Merger Sub, Inc., a wholly owned subsidiary of CRH Americas.

Under the agreement described in the filing, Neon Merger Sub will merge into Arcosa, with Arcosa surviving as a wholly owned subsidiary of CRH Americas. Arcosa common stockholders would receive $150.00 in cash per share, without interest, less applicable withholding taxes — with stated exceptions for restricted stock awards, treasury shares and shares held by the parent entities, and shares held by stockholders who properly exercise appraisal rights under Delaware law.

Arcosa shares closed at $145.00 on Aug. 3, 2026, down 0.17% from the previous close of $145.25, according to the price data accompanying the filing.

The Arcosa board says it unanimously determined the merger terms are fair to and in the best interests of the company and its stockholders, approved the merger agreement, and recommends stockholders vote "FOR" adoption of the agreement. The proxy statement was first mailed to stockholders on or about Aug. 4, 2026. The record date for voting was July 24, 2026.

The three votes at the special meeting

The special meeting covers three proposals. Proposal 1 asks stockholders to adopt and approve the merger agreement. Proposal 2 asks for a non-binding, advisory vote approving the compensation that may be paid or become payable to Arcosa's named executive officers that is based on or otherwise relates to the merger. Proposal 3 asks stockholders to approve adjourning the meeting if needed to solicit more proxies, establish a quorum, or allow time to file supplemental disclosures.

Approval of the merger agreement requires the affirmative vote of holders of a majority of the outstanding shares entitled to vote. Because the threshold is a majority of all outstanding shares rather than of shares actually voted, the filing states that failing to vote has the same effect as voting against the merger. Shares held in brokerage "street name" cannot be voted on any of the proposals without the holder's instructions, so a failure to instruct the broker also has the effect of a vote against. Stockholders of record who sign and return a proxy card without marking it will have their shares voted for all three proposals.

Appraisal rights

The filing states that a stockholder who does not vote in favor of the merger agreement proposal has the right to seek appraisal of the fair value of their shares under Section 262 of the Delaware General Corporation Law, but only if the stockholder submits a written demand for appraisal to the Company before the vote is taken and meets the other requirements of the statute. The proxy statement includes a summary of those provisions under "Appraisal Rights."

What this means

A merger proxy is the disclosure document a public company must send stockholders before they vote on a merger. When a company signs a merger agreement, federal proxy rules require it to file a preliminary version — the PREM14A — and then a definitive version, the DEFM14A, once the SEC has no further comments. The DEFM14A is the version actually mailed to stockholders and used at the meeting; it contains the full merger agreement as an annex and describes the background of the deal, the board's reasons for approving it and the mechanics of the vote.

Arcosa makes engineered products for infrastructure markets — things like construction aggregates, utility structures, and transportation products such as barges and wind towers. That matters here only in the sense that the buyer, CRH Americas, is the North American arm of building-materials group CRH, and this is a cash purchase rather than a stock swap: Arcosa shares would cease to trade and holders would receive $150.00 per share.

The $150.00 merger price compares with a $145.00 closing price on the day the proxy was filed. That gap is normal for a pending all-cash deal. Once a merger price is fixed and the vote is scheduled, a stock tends to trade below the deal price because holders weigh the small chance the deal does not close or is delayed, and because the cash does not arrive until closing. The filing gives no closing date. What it does establish is the sequence: a stockholder vote on Sept. 4, 2026, and, if the merger agreement is adopted, the merging of Neon Merger Sub into Arcosa and the conversion of each share into the right to receive $150.00 in cash.

For a stockholder, the practical decision is binary. Voting for the merger accepts $150.00 per share. Not voting is treated as a vote against. Voting against while also following the appraisal procedure in the proxy preserves a right to ask a Delaware court to determine the fair value of the shares instead of accepting the merger price — a right, the filing notes, that requires a written demand delivered before the vote.