Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 1, 2023, the Board of Directors (the "Board") of Arcosa, Inc. (the "Company") elected Steven J. Demetriou as a member of the Board, effective immediately. Mr. Demetriou has been appointed to the Governance and Sustainability and Human Resources Committees of the Board.

The Board has made an affirmative determination that Mr. Demetriou qualifies as an independent director under the New York Stock Exchange listing standards and the Company's standards for director independence and that Mr. Demetriou does not have any relationship to the Company which is material to his ability to be independent from management in connection with his duties as a member of the Governance and Sustainability and Human Resources Committees. Mr. Demetriou will receive the Company's standard non-employee director compensation. He was awarded 552 restricted stock units, representing a pro-rata portion of the 2022 equity grant made to non-employee directors that vest on the one-year anniversary of the grant. Mr. Demetriou has no arrangement or understanding with any person regarding his selection as a director of the Company, and Mr. Demetriou has no related person transactions with the Company reportable under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

The February 1, 2023 press release regarding the election of Mr. Demetriou is being furnished with this Current Report on Form 8-K as Exhibit 99.1. The information in Item 7.01 of this report (including Exhibit 99.1) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing. Additionally, the submission of this Item 7.01 in this report on Form 8-K is not an admission of the materiality of any information in this Item 7.01 of this report that is required to be disclosed solely by Regulation FD.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

Exhibit No.          Description
  99.1               Arcosa, Inc. Press Release, dated February 1, 2023
104                  Cover Page Interactive Data File (embedded within the Inline XBRL document)

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