{"filing":{"accession_number":"0001140361-26-040596","cik":"0001739445","ticker":"ACA","company_name":"Arcosa, Inc.","form":"8-K","filing_date":"2026-10-23","report_date":"2026-10-23","primary_document":"ef20084131_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1739445/000114036126040596/ef20084131_8k.htm"},"events":[{"id":37470,"run_id":34539,"accession_number":"0001140361-26-040596","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.97,"summary":"Arcosa completed a merger in which shareholders received $150.00 per share in cash consideration, with aggregate consideration of approximately $7.5 billion. Arcosa became a wholly-owned subsidiary of Parent, constituting a material change of control transaction financed through bridge and term loan facilities totaling $5.75 billion.","company_name":"Arcosa, Inc.","ticker":"ACA","filing_date":"2026-10-23","form":"8-K","submitted_at":null,"items":[{"id":42191,"accession_number":"0001140361-26-040596","item_number":"1.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses termination of a material credit agreement \"in connection with the Merger\" on the Closing Date. While Item 1.02 nominally covers termination of definitive agreements, the context here is that this credit facility termination is a direct consequence of a merger closing—a material acquisition event. The $700 million credit facility and $450.1 million repayment represent substantial financial restructuring tied to the merger transaction, making this fundamentally an M\u0026A activity disclosure rather than a standalone debt event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T13:03:49.383460+00:00","company_name":"","ticker":null,"filing_date":""},{"id":42192,"accession_number":"0001140361-26-040596","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of a merger in which Arcosa shareholders received $150.00 per share in cash consideration, with aggregate cash consideration of approximately $7.5 billion paid for Common Stock and equity awards. The disclosure describes the Effective Time mechanics, conversion of shares and equity awards, and the total consideration paid—all hallmarks of a completed material acquisition or change of control transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T13:03:49.383460+00:00","company_name":"","ticker":null,"filing_date":""},{"id":42193,"accession_number":"0001140361-26-040596","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing discloses that Arcosa notified the NYSE and NYSE Texas to suspend trading and remove the Common Stock from listing following completion of a merger. The company requested Form 25 filings to effect delisting and deregistration under Section 12(b) of the Exchange Act, and intends to file Form 15 to terminate registration under Section 12(g). This is a material delisting event triggered by the merger consummation, not a failure to satisfy listing standards but rather a voluntary delisting in connection with a change of control transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T13:03:49.383460+00:00","company_name":"","ticker":null,"filing_date":""},{"id":42194,"accession_number":"0001140361-26-040596","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"Item 3.03 discloses a material modification to rights of security holders and incorporates by reference Item 2.01 (Completion of Acquisition or Disposition of Assets), indicating this is a merger, acquisition, or similar transaction that materially affects shareholder rights. The cross-reference to Item 2.01 strongly signals M\u0026A activity as the underlying event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T13:03:49.383460+00:00","company_name":"","ticker":null,"filing_date":""},{"id":42195,"accession_number":"0001140361-26-040596","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses completion of a merger in which Arcosa became a wholly-owned subsidiary of Parent, constituting a change of control. The Merger Agreement terms, payment of Merger Consideration through bridge and term loan facilities totaling $5.75 billion, and the resulting subsidiary status all indicate a material acquisition/change of control transaction has been consummated.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T13:03:49.383460+00:00","company_name":"","ticker":null,"filing_date":""},{"id":42196,"accession_number":"0001140361-26-040596","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"While Item 5.02 typically covers executive departures and appointments, the prose here discloses that all board members and officers departed and were replaced \"in connection with the completion of the Merger\" and that \"the directors and officers of Merger Sub became the directors and officers of the Company.\" This is a change-of-control event integral to merger completion, making ma_activity the primary material event, though the Item 5.02 format reflects the governance mechanics of the transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T13:03:49.383460+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":37471,"run_id":34539,"accession_number":"0001140361-26-040596","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"summary":"Arcosa's certificate of incorporation and bylaws were amended in connection with the merger completion, with Merger Sub's governing documents becoming Arcosa's governing documents at the Effective Time. These amendments are procedural governance changes resulting from the merger structure.","company_name":"Arcosa, Inc.","ticker":"ACA","filing_date":"2026-10-23","form":"8-K","submitted_at":null,"items":[{"id":42197,"accession_number":"0001140361-26-040596","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"This disclosure describes amendments to the Company's certificate of incorporation and bylaws that occurred as a consequence of a merger, with Merger Sub's governing documents becoming Arcosa's governing documents at the Effective Time. While the underlying merger is material, this Item 5.03 filing is a routine administrative disclosure of the resulting governance documents themselves, not the merger event (which would be classified separately under Item 1.01 or 2.01). The amendments are procedural and do not reflect substantive policy changes to governance beyond those inherent in the merger structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T13:03:49.383460+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":42191,"accession_number":"0001140361-26-040596","item_number":"1.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses termination of a material credit agreement \"in connection with the Merger\" on the Closing Date. While Item 1.02 nominally covers termination of definitive agreements, the context here is that this credit facility termination is a direct consequence of a merger closing—a material acquisition event. The $700 million credit facility and $450.1 million repayment represent substantial financial restructuring tied to the merger transaction, making this fundamentally an M\u0026A activity disclosure rather than a standalone debt event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T13:03:49.383460+00:00","company_name":"Arcosa, Inc.","ticker":"ACA","filing_date":"2026-10-23"},{"id":42192,"accession_number":"0001140361-26-040596","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of a merger in which Arcosa shareholders received $150.00 per share in cash consideration, with aggregate cash consideration of approximately $7.5 billion paid for Common Stock and equity awards. The disclosure describes the Effective Time mechanics, conversion of shares and equity awards, and the total consideration paid—all hallmarks of a completed material acquisition or change of control transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T13:03:49.383460+00:00","company_name":"Arcosa, Inc.","ticker":"ACA","filing_date":"2026-10-23"},{"id":42193,"accession_number":"0001140361-26-040596","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing discloses that Arcosa notified the NYSE and NYSE Texas to suspend trading and remove the Common Stock from listing following completion of a merger. The company requested Form 25 filings to effect delisting and deregistration under Section 12(b) of the Exchange Act, and intends to file Form 15 to terminate registration under Section 12(g). This is a material delisting event triggered by the merger consummation, not a failure to satisfy listing standards but rather a voluntary delisting in connection with a change of control transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T13:03:49.383460+00:00","company_name":"Arcosa, Inc.","ticker":"ACA","filing_date":"2026-10-23"},{"id":42194,"accession_number":"0001140361-26-040596","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"Item 3.03 discloses a material modification to rights of security holders and incorporates by reference Item 2.01 (Completion of Acquisition or Disposition of Assets), indicating this is a merger, acquisition, or similar transaction that materially affects shareholder rights. The cross-reference to Item 2.01 strongly signals M\u0026A activity as the underlying event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T13:03:49.383460+00:00","company_name":"Arcosa, Inc.","ticker":"ACA","filing_date":"2026-10-23"},{"id":42195,"accession_number":"0001140361-26-040596","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses completion of a merger in which Arcosa became a wholly-owned subsidiary of Parent, constituting a change of control. The Merger Agreement terms, payment of Merger Consideration through bridge and term loan facilities totaling $5.75 billion, and the resulting subsidiary status all indicate a material acquisition/change of control transaction has been consummated.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T13:03:49.383460+00:00","company_name":"Arcosa, Inc.","ticker":"ACA","filing_date":"2026-10-23"},{"id":42196,"accession_number":"0001140361-26-040596","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"While Item 5.02 typically covers executive departures and appointments, the prose here discloses that all board members and officers departed and were replaced \"in connection with the completion of the Merger\" and that \"the directors and officers of Merger Sub became the directors and officers of the Company.\" This is a change-of-control event integral to merger completion, making ma_activity the primary material event, though the Item 5.02 format reflects the governance mechanics of the transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T13:03:49.383460+00:00","company_name":"Arcosa, Inc.","ticker":"ACA","filing_date":"2026-10-23"},{"id":42197,"accession_number":"0001140361-26-040596","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"This disclosure describes amendments to the Company's certificate of incorporation and bylaws that occurred as a consequence of a merger, with Merger Sub's governing documents becoming Arcosa's governing documents at the Effective Time. While the underlying merger is material, this Item 5.03 filing is a routine administrative disclosure of the resulting governance documents themselves, not the merger event (which would be classified separately under Item 1.01 or 2.01). The amendments are procedural and do not reflect substantive policy changes to governance beyond those inherent in the merger structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T13:03:49.383460+00:00","company_name":"Arcosa, Inc.","ticker":"ACA","filing_date":"2026-10-23"}]}