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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2025
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number: 001-38479
Construction Partners, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware26-0758017
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification No.)
290 Healthwest Drive, Suite 2
Dothan, Alabama
36303
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (334) 673-9763
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, par value $0.001 per shareROADThe Nasdaq Stock Market LLC
(Nasdaq Global Select Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No   ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer☒Accelerated Filer
☐
Non-accelerated Filer
☐
Smaller Reporting Company
☐
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.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒
As of February 5, 2026, the registrant had 47,966,258 shares of Class A common stock, $0.001 par value, and 8,549,118 shares of Class B common stock, $0.001 par value, outstanding.


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, among other things, statements related to future events, business strategy, future performance, future operations, backlog, financial position, plans to repurchase shares of Class A common stock, estimated revenues and losses, projected costs, prospects, plans and objectives of management. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek,” “anticipate,” “plan,” “continue,” “estimate,” “expect,” “may,” “will,” “project,” “predict,” “potential,” “targeting,” “intend,” “could,” “might,” “should,” “believe,” “outlook” and variations of such words or their negative and similar expressions. Forward-looking statements should not be read as a guarantee of future performance or results, and may not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on management’s belief, based on currently available information, as to the outcome and timing of future events. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those expressed in such forward-looking statements. When evaluating forward-looking statements, you should consider the risk factors and other cautionary statements described in this Quarterly Report on Form 10-Q and under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 (the “2025 Form 10-K”). We believe the expectations reflected in the forward-looking statements contained in this report are reasonable, but no assurance can be given that these expectations will prove to be correct. Forward-looking statements should not be unduly relied upon.
Important factors that could cause actual results or events to differ materially from those expressed in forward-looking statements include, but are not limited to:
•declines in public infrastructure construction and reductions in government funding, including the funding by transportation authorities and other state and local agencies;
•risks related to our operating strategy;
•competition for projects in our local markets;
•risks associated with our capital-intensive business;
•government inquiries, requirements and initiatives, including those related to funding for public infrastructure construction, land use, environmental, health and safety matters, and government contracting requirements and other laws and regulations;
•unfavorable economic conditions and restrictive financing markets;
•our ability to successfully identify, manage and integrate acquisitions;
•our ability to obtain sufficient bonding capacity to undertake certain projects;
•our ability to accurately estimate the overall risks, requirements or costs when we bid on or negotiate contracts that are ultimately awarded to us;
•the cancellation of a significant number of contracts or our disqualification from bidding for new contracts;
•risks related to adverse weather conditions;
•climate change and related laws and regulations;
•our substantial indebtedness, costs associated therewith and the restrictions imposed on us by the terms thereof;
•our ability to manage our supply chain in a manner that ensures that we are able to obtain adequate raw materials, equipment and essential supplies;
•failure to implement growth strategies in a timely manner;

•our ability to retain key personnel and maintain satisfactory labor relations, and to manage or mitigate any labor shortages, turnover and labor cost increases;


•the impact of inflation on costs of labor, raw materials and other items that are critical to our business, including fuel, concrete and steel;
•unfavorable developments affecting the banking and financial services industry;
•property damage and other claims and insurance coverage issues;
•the outcome of litigation or disputes, including employment-related, workers’ compensation and breach of contract claims;
•risks related to our information technology systems and infrastructure, including cybersecurity incidents;
•our ability to maintain effective internal control over financial reporting; and
•other events outside of our control.
These factors are not necessarily all of the important factors that could cause actual results or events to differ materially from those expressed in the forward-looking statements. Other unknown or unpredictable factors could also cause actual results or events to differ materially from those expressed in the forward-looking statements. Our future results will depend upon various other risks and uncertainties, including those described in this Quarterly Report on Form 10-Q and in our 2025 Form 10-K. All forward-looking statements attributable to us are qualified in their entirety by this cautionary statement. Forward-looking statements speak only as of the date hereof. We undertake no obligation to update or revise any forward-looking statements after the date on which any such statement is made, whether as a result of new information, future events or otherwise, except as required by law.

Table of Contents
TABLE OF CONTENTS


Table of Contents
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CONSTRUCTION PARTNERS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
December 31,September 30,
20252025
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents$104,093 $156,062 
Restricted cash 97 2,953 
Contracts receivable including retainage, net437,963 549,884 
Costs and estimated earnings in excess of billings on uncompleted contracts56,900 45,340 
Inventories170,019 155,133 
Prepaid expenses and other current assets40,045 25,459 
Total current assets809,117 934,831 
Property, plant and equipment, net1,253,035 1,153,070 
Operating lease right-of-use assets94,313 76,355 
Goodwill1,077,372 943,309 
Intangible assets, net78,438 79,230 
Investment in joint venture— 72 
Restricted investments21,108 23,176 
Other assets25,204 28,813 
Total assets$3,358,587 $3,238,856 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$221,202 $284,218 
Billings in excess of costs and estimated earnings on uncompleted contracts146,435 129,300 
   Current portion of operating lease liabilities24,909 19,867 
Current maturities of long-term debt38,500 38,500 
Accrued expenses and other current liabilities77,185 110,163 
Total current liabilities508,231 582,048 
Long-term liabilities:
Long-term debt, net of current maturities and deferred debt issuance costs1,704,656 1,573,614 
   Operating lease liabilities, net of current portion70,215 57,201 
Deferred income taxes, net78,934 80,079 
Other long-term liabilities27,404 33,951 
Total long-term liabilities1,881,209 1,744,845 
Total liabilities2,389,440 2,326,893 
Commitments and contingencies
Stockholders’ equity:
Preferred stock, par value $0.001; 10,000,000 shares authorized and no shares issued and outstanding at December 31, 2025 and September 30, 2025
— — 
Class A common stock, par value $0.001; 400,000,000 shares authorized, 48,700,906 shares issued and 47,977,529 shares outstanding at December 31, 2025, and 47,963,617 shares issued and 47,406,498 shares outstanding at September 30, 2025
48 47 
Class B common stock, par value $0.001; 100,000,000 shares authorized, 11,481,568 shares issued and 8,549,118 shares outstanding at December 31, 2025 and 11,463,770 shares issued and 8,538,165 shares outstanding at September 30, 2025
12 12 
Additional paid-in capital604,755 541,179 
Treasury stock, Class A common stock, par value $0.001, at cost, 723,377 shares of Class A common stock at December 31, 2025 and 557,119 shares of Class A common stock at September 30, 2025
(56,226)(34,589)
Treasury stock, Class B common stock, par value $0.001, at cost, 2,932,450 shares at December 31, 2025 and 2,925,605 shares at September 30, 2025
(16,833)(16,046)
Accumulated other comprehensive income, net3,195 4,369 
Retained earnings434,196 416,991 
Total stockholders’ equity969,147 911,963 
Total liabilities and stockholders’ equity$3,358,587 $3,238,856 
See notes to consolidated financial statements (unaudited).
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Table of Contents
CONSTRUCTION PARTNERS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited in thousands, except share and per share data)

For the Three Months Ended December 31,
20252024
Revenues$809,469 $561,580 
Cost of revenues687,969 485,009 
Gross profit121,500 76,571 
General and administrative expenses(61,501)(44,266)
Acquisition-related expenses(11,629)(19,552)
Gain on sale of property, plant and equipment, net2,039 1,055 
Operating income50,409 13,808 
Interest expense, net(27,370)(18,130)
Other (expense) income (253)421 
Income (loss) before provision for income taxes22,786 (3,901)
Provision (benefit) for income taxes5,580 (849)
(Loss) earnings from investment in joint venture(1)1 
Net income (loss)17,205 (3,051)
Other comprehensive income (loss), net of tax
Unrealized (loss) gain on interest rate swap contract, net(1,210)2,869 
Unrealized gain (loss) on restricted investments, net36 (333)
Other comprehensive (loss) income(1,174)2,536 
Comprehensive income (loss)$16,031 $(515)
Net income (loss) per share attributable to common stockholders:
Basic$0.31 $(0.06)
  Diluted$0.31 $(0.06)
Weighted average number of common shares outstanding:
Basic55,805,173 54,160,317 
  Diluted56,045,949 54,160,317 
See notes to consolidated financial statements (unaudited).

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Table of Contents
CONSTRUCTION PARTNERS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(unaudited in thousands, except share data)

For the Three Months Ended December 31, 2025
Class A Common StockClass B Common Stock
Additional
Paid-in
Capital
Treasury
Stock Class A Common Stock
Treasury
Stock Class B Common Stock
Retained
Earnings
Accumulated Other Comprehensive Income (Loss), netTotal Stockholders’ Equity
SharesAmountSharesAmount
September 30, 202547,963,617 $47 11,463,770 $12 $541,179 $(34,589)$(16,046)$416,991 $4,369 $911,963 
Net income— — — — — — — 17,205 — 17,205 
Share-based compensation expense— — — — 14,608 — — — — 14,608 
Issuance of stock awards270,120 — 47,798 — — — — — — — 
Issuance of common stock437,169 1 — — 51,458 — — — — 51,459 
Purchase of treasury stock— — — — — (21,637)(787)— — (22,424)
Other comprehensive (loss)— — — — — — — — (1,174)(1,174)
Settlement of stock awards— — — — (2,490)— — — — (2,490)
Conversion of Class B common stock to Class A common stock30,000 — (30,000)— — — — — — — 
December 31, 202548,700,906 $48 11,481,568 $12 $604,755 $(56,226)$(16,833)$434,196 $3,195 $969,147 

For the Three Months Ended December 31, 2024
Class A Common StockClass B Common Stock
Additional
Paid-in
Capital
Treasury
Stock Class A Common Stock
Treasury
Stock Class B Common Stock
Retained
Earnings
Accumulated Other Comprehensive Income (Loss), netTotal Stockholders’ Equity
SharesAmountSharesAmount
September 30, 202444,062,830 $44 11,784,650 $12 $278,065 $(11,490)$(15,603)$315,210 $7,502 $573,740 
Net loss— — — — — — — (3,051)— (3,051)
Share-based compensation expense— — — — 13,674 — — — — 13,674 
Issuance of stock awards333,705 — 61,000 — — — — — — — 
Issuance of common stock3,000,000 3 — — 236,247 — — — — 236,250 
Purchase of treasury stock— — — — — (11,638)(443)— — (12,081)
Other comprehensive income— — — — — — — — 2,536 2,536 
Conversion of Class B common stock to Class A common stock154,242 — (154,242)— — — — — — 
December 31, 202447,550,777 $47 11,691,408 $12 $527,986 $(23,128)$(16,046)$312,159 $10,038 $811,068 
See notes to consolidated financial statements (unaudited).
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Table of Contents
CONSTRUCTION PARTNERS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited in thousands)
For the Three Months Ended December 31,
20252024
Cash flows from operating activities:
Net income (loss)$17,205 $(3,051)
Adjustments to reconcile net income to net cash, cash equivalents and restricted cash provided by operating activities:
Depreciation, depletion, accretion and amortization 45,030 31,184 
Amortization of deferred debt issuance costs667 495 
Provision for bad debt141 92 
Gain on sale of property, plant and equipment(2,039)(1,055)
Realized loss on restricted investments9 19 
Share-based compensation expense14,882 14,403 
Distribution of earnings from investment in joint venture71 — 
Loss (earnings) from investment in joint venture1 (1)
Deferred income tax benefit(789)(1,411)
  Other non-cash adjustments(74)(229)
Changes in operating assets and liabilities:
Contracts receivable including retainage127,022 62,560 
Costs and estimated earnings in excess of billings on uncompleted contracts(10,675)(5,767)
Inventories(3,334)(10,434)
Prepaid expenses and other current assets(14,134)(143)
Other assets2,137 410 
Accounts payable(74,938)(47,490)
Billings in excess of costs and estimated earnings on uncompleted contracts6,926 6,302 
Accrued expenses and other current liabilities(18,704)(6,554)
Other long-term liabilities(6,837)1,333 
Net cash provided by operating activities, net of acquisitions82,567 40,663 
Cash flows from investing activities:
Purchases of property, plant and equipment(35,470)(26,832)
Proceeds from sale of property, plant and equipment5,546 1,843 
Proceeds from sale of restricted investments3,713 2,417 
Purchases of restricted investments(1,540)(2,258)
Business acquisitions, net of cash acquired(215,102)(654,200)
Net cash used in investing activities(242,853)(679,030)
Cash flows from financing activities:
Proceeds from revolving credit facility140,000 — 
Proceeds from issuance of long-term debt, net of debt issuance costs and discount— 834,995 
Repayments of long-term debt(9,625)(128,163)
Settlement of stock awards(2,490)— 
Purchase of treasury stock(22,424)(12,081)
Net cash provided by financing activities105,461 694,751 
Net change in cash, cash equivalents and restricted cash(54,825)56,384 
Cash, cash equivalents and restricted cash:
Cash, cash equivalents and restricted cash, beginning of period159,015 76,684 
Cash, cash equivalents and restricted cash, end of period$104,190 $133,068 
Supplemental cash flow information:
Cash paid for interest$26,365 $15,051 
Cash paid for operating lease liabilities$6,805 $3,233 
Non-cash items:
Operating lease right-of-use assets obtained in exchange for operating lease liabilities$21,742 $3,961 
Property, plant and equipment financed with accounts payable$12,178 $3,964 
Issuance of stock for business acquisition$51,500 $236,250 
Amounts payable to sellers in business combination$3,596 $86,000 
See notes to consolidated financial statements (unaudited).
5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Note 1 - General
Business Description
Construction Partners, Inc. (the “Company”) is a civil infrastructure company that specializes in the construction and maintenance of roadways across the Sunbelt in Alabama, Florida, Georgia, North Carolina, Oklahoma, South Carolina, Tennessee and Texas. Through its wholly-owned subsidiaries, the Company provides a variety of products and services to both public and private infrastructure projects, with an emphasis on highways, roads, bridges, airports and commercial and residential developments. The Company’s primary operations consist of (i) manufacturing and distributing hot mix asphalt (“HMA”) for both internal use and sales to third parties in connection with construction projects, (ii) paving activities, including the construction of roadway base layers and application of asphalt pavement, (iii) site development, including the installation of utility and drainage systems, (iv) mining aggregates, such as sand, gravel and construction stone, that are used as raw materials in the production of HMA and for sales to third parties, and (v) distributing liquid asphalt cement for both internal use and sales to third parties in connection with HMA production.
The Company was formed in 2007 by SunTx Capital Partners (“SunTx”), a private equity firm based in Dallas, Texas, as a holding company to facilitate an acquisition growth strategy in the HMA paving and construction industry.
Seasonality
The use and consumption of the Company’s products and services fluctuate due to seasonality. The Company’s products are used, and its construction operations and production facilities are located, outdoors. Therefore, seasonal changes and other weather-related conditions, such as snowy, rainy or cold weather in the winter, spring or fall and major weather events, such as hurricanes, tornadoes, tropical storms and heavy snows, can adversely affect the Company’s business and operations through a decline in both the use of the Company’s products and demand for the Company’s services. In addition, construction materials production and shipment levels follow activity in the construction industry, which typically occurs in the spring, summer and fall. The first and second quarters of the Company’s fiscal year typically have lower levels of activity due to less favorable weather conditions. Warmer and drier weather during the Company’s third and fourth fiscal quarters typically result in higher activity and revenues during those quarters.

Note 2 - Significant Accounting Policies
Basis of Presentation
These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. These interim consolidated statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), which permit reduced disclosure for interim periods. The Company’s Consolidated Balance Sheets as of September 30, 2025 were derived from the Company’s audited financial statements for the fiscal year then ended, but do not include all necessary disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) with respect to annual financial statements. In the opinion of management, these unaudited consolidated financial statements include all recurring adjustments and normal accruals necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the dates and periods presented. These consolidated financial statements and accompanying notes should be read in conjunction with the Company’s audited annual consolidated financial statements and notes thereto included in the 2025 Form 10-K. Results for interim periods are not necessarily indicative of the results to be expected for a full fiscal year or for any future period.
Management’s Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the recorded amounts of assets, liabilities, stockholders’ equity, revenues and expenses during the reporting period, and the disclosure of contingent liabilities at the date of the consolidated financial statements. Estimates are used in accounting for items such as recognition of revenues and cost of revenues, investments, mineral reserves, goodwill and other intangible assets, business acquisitions, valuation of operating lease right-of-use assets, allowance for credit losses, valuation allowances related to income taxes, accruals for potential liabilities related to lawsuits or insurance claims, asset retirement obligations, valuation of derivative instruments and valuation of equity-based compensation awards. Estimates are continually evaluated based on historical information and actual experience; however, actual results could differ from these estimates.
A description of certain critical accounting policies of the Company is presented below. Additional critical accounting policies and the underlying judgments and uncertainties are described in the notes to the Company’s annual consolidated financial statements included in the 2025 Form 10-K.
6
Cash and Cash Equivalents
Cash consists principally of currency on hand and demand deposits at commercial banks. Cash equivalents are short-term, highly liquid securities that are both readily convertible to known amounts of cash and are so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Cash equivalents include securities with original maturities of three months or less. The Company maintains demand accounts, money market accounts and certificates of deposit at several banks. From time to time, account balances have exceeded the maximum available federal deposit insurance coverage limit. The Company has not experienced any losses in such accounts and regularly monitors its credit risk.
Restricted Cash
Construction Partners Risk Management, Inc. (the “Captive”), a captive insurance company and wholly-owned subsidiary of the Company, provides general liability, automobile liability and workers’ compensation insurance coverage to the Company and its subsidiaries. Restricted cash represents cash held in a fiduciary capacity by the Captive for the payment of casualty insurance claims. The Company had restricted cash of $0.1 million and $3.0 million at December 31, 2025 and September 30, 2025, respectively.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Consolidated Statements of Cash Flows (unaudited, in thousands):
December 31, 2025September 30, 2025
Cash and cash equivalents$104,093 $156,062 
Restricted cash97 2,953 
Total cash, cash equivalents, and restricted cash$104,190 $159,015 

Restricted Investments
The Company’s restricted investments consist of debt securities, which are held in a fiduciary capacity by the Captive for the payment of casualty insurance claims. The Company determines the classification of its securities at the time of purchase and re-evaluates the determination at each balance sheet date. The Company has classified securities held by the Captive as available-for-sale. As a result, these securities are carried at their fair value. Purchases and sales of debt securities are recorded on the trade date. Interest income on debt securities is recorded when earned using an effective yield method. Unrealized gains and losses are reported as components of accumulated other comprehensive income (loss), net. These securities have been classified as non-current assets based on their respective maturity dates and the Company’s intent to reinvest sales proceeds into new restricted investments. The Company had restricted investments of $21.1 million and $23.2 million at December 31, 2025 and September 30, 2025, respectively.
The Company evaluates its available-for-sale debt securities quarterly to determine whether there has been a decline in the fair value below the amortized cost due to credit losses or other factors. This evaluation process entails judgment by the Company, and considers factors including the issuer’s financial condition and near-term prospects, future economic conditions, interest rate changes and changes in the rating of the security. When the Company has determined that it intends to sell, or that it is more likely than not that the Company will be required to sell a security before it recovers its amortized cost basis above fair value, the individual security is written down to fair value, with a corresponding charge to “Other income” within the Consolidated Statements of Comprehensive Income. For available-for-sale debt securities that do not meet the intent impairment criteria but for which the Company has determined that a credit loss exists, the present value of cash flows expected to be collected from the security is compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss allowance is recorded for the credit loss, limited by the amount by which the fair value is less than the amortized cost basis. For the three months ended December 31, 2025 and 2024, the Company had no intent impairments or credit losses.
Contracts Receivable Including Retainage, Net
Contracts receivable are generally based on amounts billed and currently due from customers, amounts currently due but unbilled, and amounts retained by customers. It is common in the Company’s industry for a small portion of either progress billings or the contract price, typically 10%, to be withheld by the customer until contracts are near completion or fully completed. Such amounts, defined as retainage, are included on the Consolidated Balance Sheets as “Contracts receivable including retainage, net.” Based on the Company’s experience with similar contracts in recent years, billings for such retainage balances are generally collected within one year of the completion of the project.
Contracts receivable including retainage, net is stated at the amount management expects to collect from outstanding balances. Management provides for uncollectible accounts through a charge to earnings and a credit to the allowance for credit losses based on its assessment of the current status of individual accounts, type of service performed, current economic conditions, historical losses and
7
other information available to management. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the allowance for credit losses and an adjustment to the contract receivable.
Contract Assets and Contract Liabilities
Billing practices for the Company’s contracts are governed by the contract terms of each project based on (i) progress toward completion approved by the owner, (ii) achievement of milestones or (iii) pre-agreed schedules. Billings do not necessarily correlate with revenues recognized under the cost-to-cost input method. The Company records contract assets and contract liabilities to account for these differences in timing.
The contract asset, “Costs and estimated earnings in excess of billings on uncompleted contracts”, arises when the Company recognizes revenues for services performed under its construction projects, but the Company is not yet entitled to bill the customer under the terms of the contract. Amounts billed to customers are excluded from this asset and reflected on the Consolidated Balance Sheets as “Contracts receivable including retainage, net.” Included in costs and estimated earnings on uncompleted contracts are amounts the Company seeks or will seek to collect from customers or others for (i) errors, (ii) changes in contract specifications or design, (iii) contract change orders in dispute, unapproved as to scope and price, or (iv) other customer-related causes of unanticipated additional contract costs (such as claims). Such amounts are recorded to the extent that the amount can be reasonably estimated and recovery is probable. Claims and unapproved change orders made by the Company may involve negotiation and, in rare cases, litigation. Unapproved change orders and claims also involve the use of estimates, and revenues associated with unapproved change orders and claims are included in the transaction price for which it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty is resolved. The Company did not recognize any material amounts associated with claims and unapproved change orders during the periods presented.
The contract liability, “Billings in excess of costs and estimated earnings on uncompleted contracts”, represents the Company’s obligation to transfer goods or services to a customer for which the Company has been paid by the customer or for which the Company has billed the customer under the terms of the contract. Revenue for future services reflected in this account are recognized, and the liability is reduced, as the Company subsequently satisfies the performance obligation under the contract.
Costs and estimated earnings in excess of billings on uncompleted contracts and billings in excess of costs and estimated earnings on uncompleted contracts are typically resolved within one year and are not considered significant financing components.
Concentration of Risks
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of contracts receivable including retainage. In the normal course of business, the Company provides credit to its customers and does not generally require collateral. The Company monitors concentrations of credit risk associated with these receivables on an ongoing basis. The Company has not historically experienced significant credit losses, due primarily to management’s assessment of customers’ credit ratings. The Company principally deals with recurring customers, state and local governments and well-known local companies whose reputations are known to management. The Company performs credit checks for significant new customers and generally requires progress payments for significant projects. The Company generally has the ability to file liens against the property if payments are not made on a timely basis. No single customer accounted for more than 10% of the Company’s contracts receivable including retainage, net balance at December 31, 2025 or September 30, 2025.
Projects performed for various departments of transportation accounted for 41.6% and 33.5% of consolidated revenues for the three months ended December 31, 2025 and 2024, respectively. Customers that accounted for more than 10% of consolidated revenues during either the three months ended December 31, 2025 or the three months ended December 31, 2024 are presented below:
% of Consolidated Revenues for the Three Months Ended December 31,
20252024
Florida Department of Transportation11.2%*
* Less than 10%
8
Revenues from Contracts with Customers
The Company derives a significant portion of revenues from contracts with its customers, predominantly by performing construction services for both public and private infrastructure projects, with an emphasis on highways, roads, bridges, airports and commercial and residential developments. These projects are performed for a mix of federal, state, municipal and private customers. In addition, the Company generates revenues from the sale of construction materials, including HMA, aggregates and liquid asphalt to third-party public and private customers pursuant to contracts with those customers. The following table reflects, for the periods presented, (i) revenues generated from public infrastructure construction projects and the sale of construction materials to public customers and (ii) revenues generated from private infrastructure construction projects and the sale of construction materials to private customers.
% of Consolidated Revenues for the Three Months Ended December 31,
20252024
Public65.3%57.7%
Private34.7%42.3%
Revenues derived from construction projects are recognized over time as the Company satisfies its performance obligations by transferring control of the asset created or enhanced by the project to the customer. Recognition of revenues for construction projects requires significant judgment by management, including, among other things, estimating total costs expected to be incurred to complete a project and measuring progress toward completion. Management reviews contract estimates regularly to assess revisions of estimated costs to complete a project and for measurement of progress toward completion.
Management believes the Company maintains reasonable estimates of contract costs based on prior experience; however, many factors contribute to changes in estimates of contract costs. Accordingly, estimates made with respect to uncompleted projects are subject to change as each project progresses and better estimates of contract costs become available. All contract costs are recorded as incurred, and revisions to estimated total costs are reflected as soon as the obligation to perform is determined. Provisions are recognized for the full amount of estimated losses on uncompleted contracts whenever evidence indicates that the estimated total cost of a contract exceeds its estimated total revenue, regardless of the stage of completion. When the Company incurs additional costs related to work performed by subcontractors, the Company may be able to utilize contractual provisions to back charge the subcontractors for those costs. A reduction to costs related to back charges is recognized when estimated recovery is probable and the amount can be reasonably estimated. Contract costs consist of (i) direct costs on contracts, including labor, materials, and amounts payable to subcontractors and (ii) indirect costs related to contract performance, such as insurance, employee benefits, and equipment (primarily depreciation, fuel, maintenance and repairs).
Progress toward completion is estimated using the input method, measured by the relationship of total cost incurred through the measurement date to total estimated costs required to complete the project (cost-to-cost method). The Company believes this method best depicts the transfer of goods and services to the customer because it represents satisfaction of the Company’s performance obligation under the contract, which occurs as the Company incurs costs. The Company measures percentage of completion based on the performance of a single performance obligation under its construction projects. Each of the Company’s construction contracts represents a single performance obligation to complete a defined construction project. This is because goods and services promised for delivery to a customer are not distinct, as the customer cannot benefit from any individual portion of the services on its own. All deliverables under a contract are part of a project defined by a customer and represent a series of integrated goods and services that have the same pattern of delivery to the customer and use the same measure of progress toward satisfaction of the performance obligation as the customer’s asset is created or enhanced by the Company.
Revenue recognized during a reporting period is based on the cost-to-cost input method applied to the total transaction price, including adjustments for variable consideration, such as liquidated damages, penalties or bonuses, related to the timeliness or quality of project performance. The Company includes variable consideration in the estimated transaction price at the most likely amount to which the Company expects to be entitled or the most likely amount the Company expects to incur, in the case of liquidated damages or penalties. Such amounts are included in the transaction price for which it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty is resolved. The Company accounts for changes to the estimated transaction price using a cumulative catch-up adjustment.

The majority of the Company’s public construction contracts are fixed unit price contracts. Under fixed unit price contracts, the Company commits to providing materials or services required by a contract at fixed unit prices (for example, dollars per ton of asphalt placed). The Company’s private customer contracts are primarily fixed total price contracts, also known as lump sum contracts, which require that the total amount of work be performed for a single price. Contract cost is recorded as incurred, and revisions in contract revenue and cost estimates are reflected in the accounting period when known. Changes in job performance, job conditions and estimated profitability, including those changes arising from contract change orders, penalty provisions and final contract settlements, may result in revisions to estimated revenues and costs and are recognized in the period in which the revisions are determined.
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Change orders are modifications of an original contract that effectively change the existing provisions of the contract and become part of the single performance obligation that is partially satisfied at the date of the contract modification. This is because goods and services promised under change orders are generally not distinct from the remaining goods and services under the existing contract, due to the significant integration of services performed in the context of the contract. Accordingly, change orders are generally accounted for as a modification of the existing contract and single performance obligation. The Company accounts for the modification using a cumulative catch-up adjustment. Either the Company or its customers may initiate change orders, which may include changes in specifications or designs, manner of performance, facilities, equipment, materials, sites and period of completion of the work.

Revenues derived from the sale of HMA, aggregates, and liquid asphalt are recognized at a point in time, which is when control of the product is transferred to the customer. Generally, that point in time is when the customer accepts delivery at its facility or receives product in its own transport vehicles from one of the Company’s HMA plants or aggregates facilities. Upon purchase, the Company generally provides an invoice or similar document detailing the goods transferred to the customer. The Company generally offers payment terms customary in the industry, which typically require payment ranging from point-of-sale to 30 days following purchase.
Income Taxes
The provision for income taxes includes federal and state income taxes. Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying values and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which the temporary differences are expected to be reversed or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. Management evaluates the realization of deferred tax assets and establishes a valuation allowance when it is more likely than not that all or a portion of the deferred tax assets will not be realized. Deferred tax assets and deferred tax liabilities are presented on a net basis by taxing authority and classified as non-current on the Consolidated Balance Sheets.
The Company recognizes the financial statement benefit of the Company’s tax positions that are at least more likely than not to be sustained upon audit based on the technical merits of the tax position. For tax positions that are more likely than not to be sustained upon audit, management accrues the largest amount of the benefit that is more likely than not to be sustained. The Company classifies income tax-related interest and penalties as interest expense and other expenses, respectively. Refer to Note 11 - Provision for Income Taxes for further information regarding the Company’s federal and state income taxes.
Earnings per Share
Basic net income (loss) per share attributable to common stockholders is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share attributable to common stockholders is the same as basic net income per share attributable to common stockholders, but includes dilutive unvested stock awards using the treasury stock method.
Fair Value Measurements
The Company measures and discloses certain financial assets and liabilities at fair value under Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements (“Topic 820”). Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Inputs used to measure fair value are classified using the following hierarchy:
Level 1. Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
Level 2. Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly through corroboration with observable market data.
Level 3. Inputs are unobservable for the asset or liability and include situations in which there is little, if any, market activity for the asset or liability. The inputs used in the determination of fair value are based on the best information available under the circumstances and may require significant management judgment or estimation.
The Company endeavors to utilize the best available information in measuring fair value.
The Company’s financial instruments include cash and cash equivalents, restricted cash, contracts receivable including retainage, accounts payable and accrued expenses reflected as current assets and current liabilities on its Consolidated Balance Sheets at December 31, 2025 and September 30, 2025. Due to the short-term nature of these instruments, management considers their carrying value to approximate their fair value.
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The Company also has debt securities reflected as restricted investments on its Consolidated Balance Sheets at December 31, 2025 and September 30, 2025. These investments are adjusted to fair value at each balance sheet date and are considered Level 2 fair value measurements.
The Company also had Term Loans and a Revolving Credit Facility, each as defined and described in Note 8 - Debt. The carrying value of amounts outstanding under these credit facilities is reflected as long-term debt, net of current maturities and deferred debt issuance costs and current maturities of long-term debt on the Company’s Consolidated Balance Sheets at December 31, 2025 and September 30, 2025. Due to the variable rate or short-term nature of these instruments, management considers their carrying value to approximate their fair value.
The Company also has derivative instruments. The fair value of commodity and interest rate swaps are based on forward and spot prices, as described in Note 16 - Fair Value Measurements.
Level 3 fair values are used to value acquired mineral reserves and leased mineral interests. The fair values of mineral reserves and leased mineral interests are determined using an excess earnings approach, which requires management to estimate future cash flows. The estimate of future cash flows is based on available historical information and forecasts determined by management, but is inherently uncertain. Key assumptions in estimating future cash flows include sales price, volumes, expected profit margins, net of capital requirements, and discount rates. The present value of the projected net cash flows represents the fair value assigned to mineral reserves and mineral interests. The discount rate is a significant assumption used in the valuation model and is based on the required rate of return that a hypothetical market participant would assume if purchasing the acquired business.
Management applies fair value measurement guidance to its impairment analysis for tangible and intangible assets, including goodwill.
Comprehensive Income (Loss)
The Company reports comprehensive income (loss) in its Consolidated Statements of Comprehensive Income (Loss) and Consolidated Statements of Stockholders’ Equity. Comprehensive income comprises two subsets: net income (loss) and other comprehensive income (loss) (“OCI”). OCI includes adjustments for changes in fair value of an interest rate swap contract derivative and available-for-sale restricted investments. For additional information about comprehensive income (loss), see Note 19 - Other Comprehensive Income (Loss).
Note 3 - Accounting Standards
Recently Adopted Accounting Pronouncements
The Company monitors all Accounting Standards Updates issued by the Financial Accounting Standards Board and other authoritative guidance. There are no recently issued accounting pronouncements that are expected to have a material impact on the Company’s financial statements.

Note 4 - Business Acquisitions
Acquisition of Certain Assets from Affiliates of Vulcan Materials Company
On October 6, 2025, the Company acquired certain asphalt manufacturing and construction assets from affiliates of Vulcan Materials Company (“VMC”) in the Houston, Texas metro area for $108.4 million, which was paid from available cash on hand and a draw from the Revolving Credit Facility. The transaction added eight HMA plants and related crews and equipment, expanding the Company’s operations in southeastern Texas.
Acquisition of P&S Paving, LLC
On October 20, 2025, the Company acquired all of the equity interests of P&S Paving, LLC (P&S and such acquisition, the “P&S Acquisition”), an asphalt manufacturing and construction business headquartered in Daytona Beach, Florida, for (i) $88.2 million of cash, which was paid from available cash on hand and a draw from the Revolving Credit Facility, and (ii) $51.5 million in shares of Class A common stock. The transaction expanded the Company's operations in Florida, adding two HMA plants and related crews and equipment serving northeast and central Florida.
Identifiable assets acquired and liabilities assumed were recorded at their estimated fair values based on the methodology described
under “Fair Value Measurements” in Note 2 - Significant Accounting Policies. The amount of the purchase price exceeding the net fair
value of identifiable assets acquired and liabilities assumed was recorded as provisional goodwill in the amount of approximately
$134.1 million, which is deductible for income tax purposes. Goodwill primarily represents the assembled work force and
synergies expected to result from these acquisitions, which may change as estimates are finalized.

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The following table summarizes the consideration for the aforementioned acquisitions and the provisional amounts of identified assets acquired and liabilities assumed as of December 31, 2025 (unaudited, in thousands):
VMCP&STotal
Cash and cash equivalents$— $107 $107 
Contracts receivable including retainage— 15,242 15,242 
Cost and estimated earnings in excess of billings on uncompleted contracts88 797 885 
Inventories10,801 751 11,552 
Prepaid expenses and other current assets— 37 37 
Property, plant and equipment 59,647 45,773 105,420 
Operating lease right-of-use assets1,300 — 1,300 
Intangible assets 1,000 300 1,300 
Total assets72,836 63,007 135,843 
Accounts payable— 6,267 6,267 
Billings in excess of costs and estimated earnings on uncompleted contracts1,397 8,812 10,209 
Accrued expenses and other current liabilities325 175 500 
Operating lease liabilities1,300 — 1,300 
Total liabilities3,022 15,254 18,276 
Goodwill36,980 97,080 134,060 
— 
Total cash consideration transferred108,385 88,187 196,572 
Fair value of Class A common stock transferred— 51,459 51,459 
Total consideration (receivable) payable(1,591)5,187 3,596 
Total purchase price$106,794 $144,833 $251,627 

The Consolidated Statements of Comprehensive Income (Loss) include $64.6 million of revenue and $5.5 million of net income, excluding acquisition-related expenses, attributable to the operations of these acquisitions for the period from the acquisition date through December 31, 2025. The Company recorded certain costs related to these acquisitions as they were incurred, which are reflected in acquisition-related expenses on the Company’s Consolidated Statements of Comprehensive Income (Loss) in the amount of $10.5 million for the three months ended December 31, 2025.

The following table presents pro forma revenue and net income as though the aforementioned acquisitions had occurred on October 1, 2024 (unaudited, in thousands):

For the Three Months Ended December 31,
20252024
Pro forma revenue$819,040 $784,113 
Pro forma net income$27,210 $30,584 
Pro forma financial information is presented as if the operations of the acquisitions had been included in the consolidated results of the Company since October 1, 2024, and gives effect to transactions that are directly attributable to the acquisitions, including adjustments to:
(a)include the pro forma results of operations of the acquisitions for the three months ended December 31, 2025 and 2024;
            
(b)include additional depreciation and depletion expense related to the fair value of acquired property, plant and equipment and reserves at aggregates facilities, as applicable, as if such assets were acquired on October 1, 2024 and subject to the Company’s depreciation and depletion methodologies as of that date;

(c)include interest expense under the Revolving Credit Facility, as if the funds borrowed to finance the purchase price were borrowed on October 1, 2024, and assuming that (i) no principal payments were made from October 1, 2024 through
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December 31, 2025 and (ii) the interest rate in effect on the date of the acquisitions was in effect from October 1, 2024 through December 31, 2025; and

(d)exclude $10.5 million of acquisition-related expenses from the three months ended December 31, 2025, as though such expenses were incurred prior to the pro forma acquisition date of October 1, 2024.

Pro forma information is presented for informational purposes only and may not be indicative of revenue or net income that would have been achieved if these acquisitions had occurred on October 1, 2024.
Provisional Accounting
During the three months ended December 31, 2025, there were no material measurement period adjustments to provisional acquisitions as reported in the 2025 Form 10-K.

Note 5 - Contracts Receivable Including Retainage, Net
Contracts receivable including retainage, net consisted of the following at December 31, 2025 and September 30, 2025 (in thousands):
December 31, 2025September 30, 2025
(unaudited)
Contracts receivable$370,092 $483,811 
Retainage receivable68,966 67,044 
439,058 550,855 
Allowance for credit losses(1,095)(971)
Contracts receivable including retainage, net$437,963 $549,884 
Retainage receivable represents amounts earned by the Company but held by customers until contracts are near completion or fully completed.


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Note 6 - Contract Assets and Liabilities
Costs and estimated earnings compared to billings on uncompleted contracts at December 31, 2025 and September 30, 2025 consisted of the following (in thousands):
December 31, 2025September 30, 2025
(unaudited)
Costs on uncompleted contracts$2,718,823 $2,899,250 
Estimated earnings to date on uncompleted contracts370,770 393,665 
3,089,593 3,292,915 
Billings to date on uncompleted contracts(3,179,128)(3,376,875)
Net billings in excess of costs and estimated earnings on uncompleted contracts$(89,535)$(83,960)
Significant changes to balances of costs and estimated earnings in excess of billings (contract asset) and billings in excess of costs and estimated earnings (contract liability) on uncompleted contracts from September 30, 2024 to December 31, 2024 and September 30, 2025 to December 31, 2025 are presented below (in thousands):
Costs and Estimated Earnings in Excess of Billings on
 Uncompleted Contracts		Billings in Excess of Costs and Estimated Earnings on
 Uncompleted Contracts		Net Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts
September 30, 2024$25,966 $(120,065)$(94,099)
Changes in revenue billed, contract price or cost estimates9,739 (16,595)(6,856)
December 31, 2024 (unaudited)$35,705 $(136,660)$(100,955)
September 30, 2025$45,340 $(129,300)$(83,960)
Changes in revenue billed, contract price or cost estimates11,560 (17,135)(5,575)
December 31, 2025 (unaudited)$56,900 $(146,435)$(89,535)
At December 31, 2025, the Company had unsatisfied or partially unsatisfied performance obligations under construction project contracts representing approximately $2.4 billion in aggregate transaction price. The Company expects to earn revenue as it satisfies its performance obligations under such contracts in the amount of approximately $1.7 billion during the remainder of the fiscal year ending September 30, 2026 and $0.7 billion thereafter.
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Note 7 - Property, Plant and Equipment
Property, plant and equipment at December 31, 2025 and September 30, 2025 consisted of the following (in thousands):
December 31, 2025September 30, 2025
(unaudited)
Construction equipment$824,974 $766,914 
Plants450,997 413,983 
Land and improvements213,639 202,120 
Mineral reserves201,440 201,440 
Buildings68,525 54,583 
Furniture and fixtures9,152 10,209 
Leasehold improvements1,431 1,431 
      Total property, plant and equipment, gross1,770,158 1,650,680 
Accumulated depreciation, depletion, and amortization(560,898)(526,370)
Construction in progress43,775 28,760 
      Total property, plant and equipment, net$1,253,035 $1,153,070 
Depreciation, depletion, and amortization expense related to property, plant and equipment for the three months ended December 31, 2025 and 2024 was $43.0 million and $30.3 million, respectively.

Note 8 - Debt
The Company maintains credit facilities to finance acquisitions, to fund the purchase of real estate, construction equipment, plants and other fixed assets, and for general working capital purposes. Debt at December 31, 2025 and September 30, 2025 consisted of the following (in thousands):
December 31, 2025September 30, 2025
(unaudited)
Long-term debt:
Term Loan A$585,000 $592,500 
Term Loan B841,500 843,625 
Revolving Credit Facility330,000 190,000 
Total long-term debt1,756,500 1,626,125 
Deferred debt issuance costs, net(13,344)(14,011)
Current maturities of long-term debt(38,500)(38,500)
Long-term debt, net of current maturities and deferred debt issuance costs$1,704,656 $1,573,614 
Term Loan A / Revolver Credit Agreement
The Company and each of its subsidiaries are parties to a Third Amended and Restated Credit Agreement, dated June 30, 2022, with PNC Bank, National Association, as administrative agent and lender, PNC Capital Markets LLC, as joint lead arranger and sole bookrunner, Regions Bank and BofA Securities, Inc., each as a joint arranger, and certain other lenders (as amended, restated, supplemented or otherwise modified, the “Term Loan A / Revolver Credit Agreement”). The Term Loan A / Revolver Credit Agreement provides for a term loan in the principal amount of $600.0 million (the “Term Loan A”) and a revolving credit facility in an aggregate principal amount of $500.0 million (the “Revolving Credit Facility”).
All outstanding advances under the Term Loan A and Revolving Credit Facility are due and payable in full on June 28, 2030 (the “Term Loan A Maturity Date”). The Term Loan A amortizes in quarterly installments in an amount (subject, in each case, to adjustments for prior mandatory and voluntary prepayments of principal) equal to: (a) 1.25% of the original principal amount on each of the quarter-end payment dates; and (b) all remaining principal on the Term Loan A Maturity Date. The annual interest rates applicable to advances are calculated, at the Company’s option, by using either a base rate, Term SOFR, or (solely with respect to the Revolving Credit Facility) Daily Simple SOFR, in each case, plus an applicable margin percentage that corresponds to the Company’s consolidated net leverage ratio. Subject to various requirements, the Company generally may (and, under certain circumstances, must),
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prepay all or a portion of the outstanding balance of the advances, together with accrued interest thereon, prior to their contractual maturity. The obligations of the Company and its subsidiaries under the Term Loan A / Revolver Credit Agreement are secured by a security interest in substantially all of the assets of the Company and each of its subsidiaries that ranks in pari passu with the security interest of the lenders under the Term Loan B (defined below).
At December 31, 2025 and September 30, 2025, there was $585.0 million and $592.5 million, respectively, of principal outstanding under the Term Loan A, $330.0 million and $190.0 million, respectively, of principal outstanding under the Revolving Credit Facility, and availability of $163.4 million and $303.5 million, respectively, under the Revolving Credit Facility, including a reduction for outstanding letters of credit.
The Term Loan A / Revolver Credit Agreement contains customary negative covenants for agreements of this type, including, but not limited to, restrictions on the Company’s ability to make acquisitions, make loans or advances, make capital expenditures and investments, pay dividends, create or incur indebtedness, create liens, wind up or dissolve, consolidate, merge or liquidate, or sell, transfer or dispose of assets. The Term Loan A / Revolver Credit Agreement also requires the Company to satisfy certain financial covenants, including a minimum consolidated interest coverage ratio of 3.00-to-1.00 and a maximum consolidated net leverage ratio determined as follows: (i) for each fiscal quarter ending on or prior to December 31, 2025, 4.50-to-1.00; (ii) for each fiscal quarter ending March 31, 2026 through and including September 30, 2026, 4.25-to-1.00; (iii) for each fiscal quarter ending December 31, 2026 through and including June 30, 2027, 4.00-to-1.00; and (iv) for each fiscal quarter ending September 30, 2027 and thereafter, 3.75-to-1.00, subject to certain adjustments. At December 31, 2025 and 2024, the Company’s consolidated interest coverage ratio was 5.54-to-1.00 and 11.20-to-1.00, respectively, and the Company’s consolidated net leverage ratio was 3.18-to-1.00 and 2.96-to-1.00, respectively. At both December 31, 2025 and December 31, 2024, the Company was in compliance with all covenants under the Term Loan A / Revolver Credit Agreement.
From time to time, the Company has entered into interest rate swap agreements to hedge against the risk of changes in interest rates. At
both December 31, 2025 and September 30, 2025, the aggregate notional value of these interest rate swap agreements was $300.0 million, and the fair value was $6.4 million and $7.9 million, respectively, which is included within other assets on the Company’s Consolidated Balance Sheets.
Term Loan B Credit Agreement
On November 1, 2024, the Company entered into a Term Loan Credit Agreement with Bank of America, N.A., as administrative agent, BofA Securities, Inc., PNC Capital Markets LLC, Regions Capital Markets, a division of Regions Bank, and TD Securities (USA) LLC, each as joint lead arranger and joint bookrunner, and certain other lenders party thereto (the “Term Loan B Credit Agreement”), which provided for a senior secured first lien term loan facility in the aggregate principal amount of $850.0 million, the full amount of which was drawn on November 1, 2024 (the “Term Loan B”). A portion of the proceeds of the Term Loan B was used to finance the cash portion of the consideration for the Company's acquisition of Asphalt Inc., LLC d/ba Lone Star Paving (Lone Star Paving and such acquisition, the “Lone Star Acquisition”), including the repayment of certain outstanding indebtedness of Lone Star Paving and its subsidiaries at the closing. The remaining loan proceeds were used to (i) repay the Company’s outstanding borrowings under other credit facilities, (ii) pay fees and expenses incurred in connection with the debt financing transaction and the Lone Star Acquisition, and (iii) for working capital and other corporate purposes as permitted by the Term Loan B Credit Agreement.
The Term Loan B matures on November 1, 2031 (the “Term Loan B Maturity Date”), and all outstanding principal amounts and accrued and unpaid interest thereon shall be due and payable on such date. The Company must repay the term loan in equal quarterly installments, commencing with the first full fiscal quarter ending after the date of the Term Loan B Credit Agreement, in an aggregate principal amount equal to 0.25% of the principal amount of the term loan, subject to adjustment for, among other things, any incremental term loans, with the balance payable on the Term Loan B Maturity Date.
Borrowings under the Term Loan B Credit Agreement bear interest, at the Company’s option, at a rate per annum equal to (i) a forward-looking term rate based on the Secured Overnight Financing Rate for the applicable interest period (“Term SOFR”) plus an applicable margin (the “Term SOFR Loans”) or (ii) the Base Rate (as defined below) plus the applicable margin (the “Base Rate Loans”). The Base Rate means, for any day, a fluctuating rate per annum equal to the highest of (w) the federal funds rate plus 0.50%, (x) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”, (y) Term SOFR plus 1.00% and (z) 1.00%. The applicable margin is (A) 2.50% in the case of Term SOFR Loans and (B) 1.50% in the case of Base Rate Loans. With respect to any Term SOFR Loans, the Company is required to pay interest on the last day of each one-, three- or six-month interest period, as elected by the Company, and, if such interest period is longer than three months, also at the end of each three-month period during such interest period. With respect to any Base Rate Loans, the Company is required to pay interest quarterly in arrears.
At December 31, 2025 and September 30, 2025, there was $841.5 million and $843.6 million, respectively, of principal outstanding under the Term Loan B.

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Note 9 - Equity
Shares of Class A common stock and Class B common stock are identical, except with respect to voting rights, conversion rights and transfer restrictions applicable to shares of Class B common stock. The holders of Class A common stock are entitled to one vote per share, and the holders of Class B common stock are entitled to ten votes per share. The holders of Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of stockholders, including the election of directors, unless otherwise required by applicable law or the Company’s certificate of incorporation or bylaws. Shares of Class B common stock are convertible into shares of Class A common stock at any time at the option of the holder or upon any transfer, subject to certain limited exceptions. In addition, upon the election of the holders of a majority of the then-outstanding shares of Class B common stock, all outstanding shares of Class B common stock will be converted into shares of Class A common stock. Once converted into shares of Class A common stock, shares of Class B common stock will not be reissued. Class A common stock is not convertible into any other class of the Company’s capital stock.
Conversion of Class B Common Stock to Class A Common Stock
During the three months ended December 31, 2025, certain stockholders of the Company converted a total of 30,000 shares of Class B common stock into shares of Class A common stock on a one-for-one basis. As of December 31, 2025, there were 47,977,529 shares of Class A common stock and 8,549,118 shares of Class B common stock outstanding.
Issuance of Class A Common Stock
During the three months ended December 31, 2025, the Company issued 437,169 shares of Class A common stock in connection with the P&S Acquisition. Additional information about the P&S Acquisition is set forth in Note 4 - Business Acquisitions.
Treasury Stock
During the three months ended December 31, 2025, the Company received a total of 165,921 shares of Class A common stock and 6,845 shares of Class B common stock from employees for reimbursement of income taxes paid by the Company on behalf of these employees related to the vesting of restricted stock awards and 337 shares of Class A common stock through forfeitures of unvested restricted stock awards by terminated employees.
During the three months ended December 31, 2025, pursuant to its stock repurchase plan, the Company repurchased 15,382 shares of Class A common stock for aggregate consideration of approximately $1.6 million through open market transactions.
Restricted Stock Awards
During the three months ended December 31, 2025, the Company awarded to certain directors, officers and employees of the Company a total of 142,803 restricted shares of Class A common stock under the Construction Partners, Inc. 2018 Equity Incentive Plan (the “Equity Incentive Plan”) and 47,798 restricted shares of Class B common stock under the Construction Partners, Inc. 2024 Restricted Stock Plan (the "Restricted Stock Plan"). These totals include 33,987 shares of Class A common stock awarded under the Equity Incentive Plan and 47,798 shares of Class B common stock awarded under the Restricted Stock Plan in connection with a transaction bonus related to the P&S Acquisition.
Performance Stock Units
During the three months ended December 31, 2025, the Company issued a total of 127,317 shares of Class A common stock and paid $2.5 million in cash in settlement of vested performance stock units (“PSUs”) under the Equity Incentive Plan. PSUs vested based on the achievement of certain Company performance metrics established by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”).
Additional information about these transactions is set forth in Note 13 - Share-Based Compensation.

Note 10 - Earnings Per Share
As discussed in Note 9 - Equity, the Company has Class A common stock and Class B common stock. Because the only differences between the two classes of common stock are related to voting rights, conversion rights and transfer restrictions applicable to shares of Class B common stock, the Company has not presented earnings per share under the two-class method, as the earnings per share are the same for both Class A common stock and Class B common stock. The following table summarizes the weighted-average number of basic common shares outstanding and the calculation of basic earnings per share for the periods presented (in thousands, except share and per share amounts):
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For the Three Months Ended December 31,
20252024
Numerator
Net income (loss) attributable to common stockholders$17,205 $(3,051)
Denominator
Weighted average number of common shares outstanding, basic 55,805,173 54,160,317 
Net income (loss) per common share attributable to common stockholders, basic$0.31 $(0.06)
The following table summarizes the calculation of the weighted-average number of diluted common shares outstanding and the calculation of diluted earnings per share for the periods presented (unaudited in thousands, except share and per share amounts):
For the Three Months Ended December 31,
20252024
Numerator
Net income (loss) attributable to common stockholders$17,205 $(3,051)
Denominator
Weighted average number of basic common shares outstanding, basic 55,805,173 54,160,317 
Effect of dilutive securities:
Restricted stock grants240,776 — 
Weighted average number of diluted common shares outstanding:56,045,949 54,160,317 
Net income (loss) per diluted common share attributable to common stockholders$0.31 $(0.06)

Note 11 - Provision for Income Taxes
The Company files a consolidated United States federal income tax return and income tax returns in various states. Management evaluated the Company’s tax positions based on appropriate provisions of applicable tax laws and regulations and believes that they are supportable based on their specific technical merits and the facts and circumstances of the respective transactions.
The Company’s effective income tax rate for the three months ended December 31, 2025 and 2024 was 24.5% and 21.8%, respectively. The changes in the Company’s effective rates are due to differences in state tax rates at its operating subsidiaries.

Note 12 - Related Parties
On December 31, 2017, the Company sold an indirect wholly owned subsidiary to an immediate family member of an executive officer of the Company (“Purchaser of Subsidiary”) in consideration for a note receivable in the amount of $1.0 million, which approximated the net book value of the disposed entity. At December 31, 2025, $0.1 million was reflected on the Company’s Consolidated Balance Sheets within other current assets representing the remaining balances on this note receivable. In connection with this transaction, the Company also received a note receivable from the disposed entity (“Disposed Entity”) on December 31, 2017 in the amount of $1.0 million representing certain accounts payable of the Disposed Entity that were paid by the Company. At December 31, 2025, $0.1 million was reflected on the Company’s Consolidated Balance Sheets within other current assets, representing the remaining balances on this note receivable. Remaining principal and interest payments are scheduled to be made in periodic installments through fiscal year 2026.

Prior to its acquisition by the Company, a current subsidiary of the Company advanced funds to an entity owned by an immediate family member of an officer of the Company in connection with a land development project. The obligations of the borrower entity to repay the advances were guaranteed by a separate entity owned by the same family member of the officer. Amounts outstanding under the advances did not bear interest and matured in full in March 2021. In March 2021, the subsidiary of the Company amended and restated the terms of the repayment obligation, as a result of which the officer personally assumed the remaining balance of the obligation. No new amounts were advanced to the officer by the Company or any subsidiary or affiliate thereof in connection with the transaction. Under the amended and restated terms, the officer executed a promissory note in favor of the Company’s subsidiary in the principal amount of $0.8 million. The note bears simple interest at a rate of 4.0% and requires annual minimum payments of $0.1 million inclusive of principal and accrued interest, with any remaining principal and accrued interest due and payable in full on December 31, 2027. This receivable was paid in full at December 31, 2025 (“Land Development Project”).
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From time to time, the Company conducts or has conducted business with the following related parties:
•Entities owned by immediate family members of an executive officer of the Company perform subcontract work for a subsidiary of the Company, including trucking and grading services (“Subcontracting Services”).
•Since June 1, 2014, the Company has been a party to an access agreement with Island Pond Corporate Services, LLC, which provides a location for the Company to conduct business development activities from time to time on a property owned by the Executive Chairman of the Company’s Board of Directors (“Island Pond”).
•The Company is party to a management services agreement with SunTx, under which the Company pays SunTx $0.38 million per fiscal quarter and reimburses certain travel and other out-of-pocket expenses associated with services rendered under the management services agreement.
The following table presents revenues earned and expenses incurred by the Company during the three months ended December 31, 2025 and 2024, and accounts receivable and payable balances at December 31, 2025 and September 30, 2025, related to transactions with the related parties described above (in thousands):

Revenue Earned (Expense Incurred)Accounts Receivable (Payable)
For the Three Months Ended December 31,December 31,September 30,
2025202420252025
(unaudited)(unaudited)(unaudited)
Purchaser of Subsidiary$— $— $104 $104 
Disposed Entity— — 66 66 
Land Development Project—  — — 548 
Subcontracting Services(1,551)
(1)
(1,925)
(1)
(218)(951)
Island Pond(100)
(2)
(100)
(2)
— — 
SunTx(1,406)
(2)
(1,391)
(2)
— — 
(1) Cost is reflected as cost of revenues in the Company’s Consolidated Statements of Comprehensive Income (Loss).
(2) Cost is reflected as general and administrative expenses in the Company’s Consolidated Statements of Comprehensive Income (Loss).

Note 13 - Share-Based Compensation
The Equity Incentive Plan was initially approved by the Company’s stockholders in 2016, was amended and restated in April 2018, and was further amended in May 2019. In connection with the 2018 amendment and restatement, the Company reserved 2,000,000 shares of Class A common stock for issuance pursuant to awards granted thereunder. In March 2024, the Company’s stockholders approved an increase in such share reserve by an additional 1,000,000 shares. At December 31, 2025, there were 631,230 shares of Class A common stock remaining available for issuance under the Equity Incentive Plan.
The Restricted Stock Plan was approved by the Company’s stockholders and adopted by the Company in March 2024. At that time, the Company reserved 2,000,000 shares of Class B common stock for issuance pursuant to awards granted thereunder. At December 31, 2025, there were 1,843,202 shares of Class B common stock remaining available for issuance under the Restricted Stock Plan.






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The following table summarizes the components of share-based compensation expense in the Consolidated Statements of Comprehensive Income (Loss) during the three months ended December 31, 2025 and 2024 (unaudited, in thousands):
For the Three Months Ended December 31,
20252024
Equity classified awards$14,608 $13,674 
Liability classified awards274 729 
Employee stock purchase plan253 322 
Total share-based compensation expense$15,135 $14,725 
Restricted Stock - Equity Classified Awards
The Company measures and recognizes stock-based compensation expense, net of forfeitures, over the requisite vesting periods for all stock-based payment awards made, and recognizes forfeitures as they occur. Stock-based compensation is included in general and administrative expenses in the Consolidated Statements of Comprehensive Income (Loss). A summary of the changes in the Company’s restricted stock is as follows (in thousands, except share data):
For the Three Months Ended December 31,
20252024
SharesWeighted Average Grant Date Fair Value Per ShareSharesWeighted Average Grant Date Fair Value Per Share
Unvested shares, beginning balance478,61170.36509,17131.59
Shares awarded190,601113.60196,79380.21
Shares vested(81,785)115.01(16,793)95.90
Shares forfeited(337)78.94(1,635)30.78
Unvested shares, ending balance587,09078.17687,53629.55
Aggregate grant date fair value of shares awarded$21,652 $15,785 
Compensation expense recorded upon vesting of awards$12,824 $3,256 
Unrecognized compensation expense at fiscal year-end$33,421 $19,146 
Weighted average recognition period remaining, in years3.74.0
The restricted shares granted under the Equity Incentive Plan will vest, as applicable, as follows:
Fiscal YearNumber of Shares
2026105,587 
202790,920 
2028173,332 
2029180,160 
203037,091 
Total587,090 
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Performance Stock Units - Equity Classified Awards
PSUs provide for the issuance of shares of Class A common stock upon vesting, which occurs at the end of the performance period based on achievement of certain Company performance metrics established by the Compensation Committee. The final number of shares of common stock issuable upon vesting of PSUs can range from 0% to 150% of the target number of PSUs initially granted, depending on the level of achievement, as determined by the Compensation Committee. The achievement of performance goals is modified by the total stockholder return ranking of the Company against the Russell 2000 Index over the performance period and can increase or decrease the achieved award by up to 15%. With respect to certain outstanding PSUs, the Compensation Committee may, in its sole discretion, elect to settle all or a portion of vested PSUs in the form of cash, rather than common stock. The Company recognizes expense, net of estimated forfeitures, for PSUs based on the forecasted achievement of Company performance metrics, multiplied by the fair value of the total number of shares of common stock that the Company anticipates will be issued based on such achievement.
During the three months ended December 31, 2025, the Company awarded PSUs representing a target of 55,732 Class A shares to certain members of Company management under the Equity Incentive Plan. These grants are classified as equity awards. The aggregate grant date fair value of these PSU awards was $4.7 million. During the three months ended December 31, 2025 and 2024, the Company recorded compensation expense in connection with PSUs in the amount of $1.9 million and $0.5 million, respectively, which is reflected as general and administrative expenses in the Company’s Consolidated Statements of Comprehensive Income (Loss). At December 31, 2025, the Company forecasted 242,877 shares of Class A common stock underlying PSUs as unvested and approximately $9.4 million of unrecognized compensation expense related to PSU awards, which will be recognized over a remaining weighted-average period of 2.1 years. During the three months ended December 31, 2025, 127,317 shares of Class A common stock were issued upon the vesting of PSUs.
Cash-Settled Restricted Stock Units - Liability Classified Awards
The Company has previously granted cash-settled restricted stock units (“RSUs”) to employees of the Company under the Equity Incentive Plan. The Company elects to account for forfeitures as they occur. Compensation expense associated with prior awards for the three months ended December 31, 2025 and 2024 was $0.3 million and $0.7 million, respectively, which is reflected as general and administrative expenses in the Consolidated Statements of Comprehensive Income (Loss). As of December 31, 2025 and 2024, the liability for cash-settled RSUs was $6.5 million and $2.5 million, respectively, and is included in accrued expenses and other current liabilities and other long-term liabilities. At December 31, 2025, there was approximately $6.1 million of unrecognized compensation expense related to these awards, which will be recognized over a remaining weighted-average period of 2.4 years.
The grant date fair value of cash-settled RSU awards is based on the price of the Company’s Class A common stock and the number of RSUs awarded on the date of grant. The awards are settled in cash and are accounted for as liability-type awards. The expense is recognized over the requisite service period with remeasurement at the end of each reporting period at fair value until settlement. The requisite service period is based on the vesting provisions of the awards, which generally occurs in four equal annual installments beginning on the date of the first fiscal year-end after the grant date.
Employee Stock Purchase Plan
The Construction Partners, Inc. Employee Stock Purchase Plan (the “ESPP”) became effective on May 13, 2021. The ESPP provides eligible employees of the Company an opportunity to purchase shares of the Company’s Class A common stock at a discounted rate using funds withheld through payroll deductions. The maximum number of shares of Class A common stock offered under the ESPP is 1,000,000. The first offering period under the ESPP commenced on July 1, 2023. Since that date, participants have purchased 111,259 shares under the ESPP. Compensation expense associated with the ESPP for each of the three months ended December 31, 2025 and 2024 was $0.3 million, and is included in general and administrative expenses in the Consolidated Statements of Comprehensive Income (Loss).


Note 14 - Leases
The Company leases certain facilities, office space, vehicles and equipment. As of December 31, 2025, operating leases under ASC Topic 842, Leases (“Topic 842”) were included in (i) operating lease right-of use assets, (ii) current portion of operating lease liabilities and (iii) operating lease liabilities, net of current portion on the Company’s Consolidated Balance Sheets in the amounts of $94.3 million, $24.9 million and $70.2 million, respectively. As of December 31, 2025, the Company did not have any lease contracts that had not yet commenced but had created significant rights and obligations.





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The components of lease expense were as follows (unaudited, in thousands):

For the Three Months Ended December 31,
20252024
Operating lease expense$6,854 $3,192 
Short-term lease expense8,579 7,436 
Total lease expense$15,433 $10,628 

Short-term leases (those with terms of 12 months or less) are not capitalized but are expensed on a straight-line basis over the lease term. The majority of the Company’s short-term leases relate to equipment used on construction projects. These leases are entered into at periodic rental rates for an unspecified duration and typically have a termination for convenience provision.

As of December 31, 2025, the weighted-average remaining term of the Company’s leases was 4.2 years, and the weighted-average discount rate was 6.10%. As of December 31, 2025, the lease liability was equal to the present value of the remaining lease payments, discounted using the incremental borrowing rate on the Company’s secured debt using a single maturity discount rate, as such rate is not materially different from the discount rate applied to each of the leases in the portfolio.

The following table summarizes the Company’s undiscounted lease liabilities outstanding as of December 31, 2025 (unaudited, in thousands):

Fiscal YearAmount
Remainder of 2026$22,998 
202728,912 
202824,055 
202917,416 
20308,701 
2031 and thereafter4,768 
Total future minimum lease payments$106,850 
Less: imputed interest11,726 
Total$95,124 


Note 15 - Investment in Derivative Instruments

Interest Rate Swap Contracts

The Company uses derivative instruments as part of its overall strategy to manage its exposure to market risks associated with fluctuations in interest rates. The Company regularly monitors the financial stability and credit standing of the counterparties to its derivative instruments. The Company does not enter into derivative financial instruments for speculative purposes.

The Company records all derivatives at fair value. On the date the derivative contract is entered into, the Company may designate the derivative as one of the following: (i) a hedge of a forecasted transaction or the variability of cash flows to be paid (“cash flow hedge”) or (ii) a hedge of the fair value of a recognized asset or liability (“fair value hedge”).

Changes in the fair value of a derivative that is qualified and designated as a cash flow hedge or net investment hedge are recorded in other comprehensive income (loss) in the Company’s Consolidated Statements of Comprehensive Income until they are reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.

Changes in the fair value of a derivative that is qualified and designated as a fair value hedge, along with the gain or loss on the hedged asset or liability that is attributable to the hedged risk, are recorded in current period earnings.

If the Company does not specifically designate a derivative as one of the above, changes in the fair value of the undesignated derivative instrument are reported in current period earnings. Cash flows from designated derivative financial instruments are classified
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within the same category as the item being hedged in the Consolidated Statements of Cash Flows, while cash flows from undesignated derivative financial instruments are included as an investing activity.

If the Company determines that it qualifies for and will designate a derivative as a hedging instrument, the Company formally documents all relationships between hedging activities, including the risk management objective and strategy for undertaking various hedge transactions. This process includes matching all derivatives that are designated as cash flow hedges to specific forecasted transactions and linking all derivatives designated as fair value hedges to specific assets and liabilities in the Consolidated Balance Sheets.

The Company performs an initial prospective assessment of hedge effectiveness on a quantitative basis between the inception date and the earlier of the first quarterly hedge effectiveness date or the issuance of the financial statements that include the hedged transaction. On a quarterly basis, the Company assesses the effectiveness of its designated hedges in offsetting the variability in the cash flows or fair values of the hedged assets or obligations using the Hypothetical Derivative Method. The Hypothetical Derivative Method compares the change in fair value or cash flows of the hedging instrument with the change in fair value or cash flows of a hypothetical derivative that represents the hedged risk. The Company would discontinue hedge accounting prospectively when the derivative is no longer highly effective as a hedge, the underlying hedged transaction is no longer probable or the hedging instrument expires, is sold, terminated or exercised.

Commodity Swap Contracts

The Company’s operations expose it to a variety of market risks, including the effects of changes in commodity prices. As part of its risk management process, the Company has entered into commodity swap transactions through regulated commodity exchanges. The Company does not enter into derivative financial instruments for speculative purposes. Changes in fair value of commodity swaps are recognized in earnings.

The following table represents the approximate amount of realized and unrealized gains (losses) and changes in fair value recognized in earnings on commodity derivative contracts for the three months ended December 31, 2025 and 2024 and the fair value of these derivatives as of December 31, 2025 and September 30, 2025 (in thousands):

For the Three Months Ended December 31,
20252024
(unaudited)(unaudited)
Change inChange in
Income Statement ClassificationRealized Gain (Loss)Unrealized Gain (Loss)Total Gain (Loss)Realized Gain (Loss)Unrealized Gain (Loss)Total Gain (Loss)
Cost of revenues$— $— $— $— $— $— 
Interest expense, net1,659 — 1,659 2,185 — 2,185 
Total$1,659 $— $1,659 $2,185 $— $2,185 

December 31, 2025September 30, 2025
Balance Sheet Classification(unaudited)
Other assets - interest rate swaps (1)
$6,444 $7,916 
Net unrealized gain position$6,444 $7,916 
(1) Includes designated cash flow hedge of $6.4 million and $7.9 million as of December 31, 2025 and September 30, 2025, respectively.

Note 16 - Fair Value Measurements

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2025 and September 30, 2025 under ASC 820, Fair Value Measurements (in thousands):

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December 31, 2025September 30, 2025
(unaudited)
Level 2Level 2
Assets:
Interest rate swap$6,444 $7,916 
U.S. government securities12,201 13,971 
Corporate debt securities5,388 5,671 
Municipal government securities1,025 1,157 
Other debt securities2,494 2,377 
Total assets$27,552 $31,092 

The fair value of the interest rate swap contract is based on a model-driven valuation using the observable components (e.g., interest rates), which are observable at commonly quoted intervals for the full term of the contracts. The fair value of the Company’s commodity swap contracts is based on an analysis of the expected cash flow of the contract in combination with observable forward price inputs obtained from a third-party pricing source. The calculations are adjusted for credit risk. Therefore, the Company’s derivative assets and liabilities are classified within Level 2 of the fair value hierarchy. Derivative assets are included within “Prepaid expenses and other current assets” and “Other assets” on the Company’s Consolidated Balance Sheets. Derivative liabilities are included within “Accrued expense and other current liabilities” and “Other long-term liabilities” on the Company’s Consolidated Balance Sheets.

Note 17 - Commitments
Letters of Credit

Under the Revolving Credit Facility, the Company has a total capacity of $500.0 million that may be used for a combination of cash borrowings and letter of credit issuances. At December 31, 2025, the Company had aggregate letters of credit outstanding in the amount of $6.6 million, primarily related to certain insurance policies as described in Note 2 - Significant Accounting Policies.
Purchase Commitments
As of December 31, 2025, the Company had unconditional purchase commitments for diesel fuel in the normal course of business in the aggregate amount of $0.9 million. Management does not expect any significant changes in the market value of these goods during the commitment period that would have a material adverse effect on the financial condition, results of operations and cash flows of the Company. As of December 31, 2025, the Company’s purchase commitments for the remainder of fiscal 2026 and in 2027 were as follows (unaudited, in thousands):
Fiscal YearAmount
Remainder of 2026$776 
2027131 
Total$907 
Minimum Royalties

The Company has lease agreements associated with aggregates facilities under which the Company makes royalty payments. These agreements are outside the scope of Topic 842. The payments are generally based on tons sold in a particular period; however, certain agreements have minimum annual payments. The Company had commitments in the form of minimum royalties as of December 31, 2025 in the amount of $3.6 million, due as follows (unaudited, in thousands):

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Fiscal YearAmount
Remainder of 2026$370 
2027418 
2028393 
2029384 
2030288 
Thereafter1,735 
Total$3,588 

Royalty expense recorded in cost of revenue during the three months ended December 31, 2025 and 2024 was $0.7 million and $0.6 million, respectively.
Note 18 - Restricted Investments
The following is a summary of the Company’s debt securities as of December 31, 2025 and September 30, 2025 (in thousands):
December 31, 2025
(unaudited)
Amortized CostGross Unrealized GainsGross Unrealized LossesFair Value
U.S. government securities$12,143 $98 $40 $12,201 
Corporate debt securities5,267 132 11 5,388 
Municipal government securities1,037 4 16 1,025 
Other debt securities2,470 28 4 2,494 
Total$20,917 $262 $71 $21,108 
September 30, 2025
Amortized CostGross Unrealized GainsGross Unrealized LossesFair Value
U.S. government securities$13,938 $96 $63 $13,971 
Corporate debt securities5,552 138 19 5,671 
Municipal government securities1,170 8 21 1,157 
Other debt securities2,370 23 16 2,377 
Total$23,030 $265 $119 $23,176 
The amortized cost and fair value of debt securities classified as available for sale by contractual maturity, as of December 31, 2025, are as follows (unaudited, in thousands):
Amortized CostFair Value
Due within one year$2,332 $2,327 
Due after one year through three years6,073 6,104 
Due after three years12,512 12,677 
Total $20,917 $21,108 
Note 19 - Other Comprehensive Income (Loss)
Comprehensive income (loss) comprises two subsets: net income and OCI. The components of other comprehensive income (loss) are presented in the accompanying Consolidated Statements of Comprehensive Income (Loss) and Consolidated Statements of Stockholders’ Equity, net of applicable taxes. The Company’s interest rate swap contract hedge included in other comprehensive
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income was entered into on July 1, 2022 with an original notional value of $300.0 million. The maturity date of this swap is June 30, 2027.
Amounts in accumulated other comprehensive income (“AOCI”), net of tax, at December 31, 2025 and September 30, 2025, were as follows (in thousands):

AOCIDecember 31, 2025 (unaudited)September 30, 2025
Interest rate swap contract, net of blend and extend arrangement$4,128 $5,705 
Unrealized gain on available-for-sale securities191 146 
Less tax effect of other comprehensive income items(1,124)(1,482)
Total3,195 4,369 

Changes in AOCI, net of tax, are as follows (in thousands):

AOCI
Balance at September 30, 2025$4,369 
Net OCI changes(1,174)
Balance at December 31, 2025 (unaudited)$3,195 

AOCI
Balance at September 30, 2024$7,502 
Net OCI changes2,536 
Balance at December 31, 2024 (unaudited)$10,038 

Amounts reclassified from AOCI to earnings are as follows (unaudited, in thousands):
For the Three Months Ended December 31,
20252024
Interest expense (benefit)$(1,659)$(2,185)
Realized loss on restricted investments9 19 
Expense (benefit) from income taxes399 524 
Total reclassifications from AOCI to earnings$(1,251)$(1,642)

Note 20 - Subsequent Events

Acquisition of GMJ Paving Company, LLC
On January 30, 2026, the Company acquired substantially all of the assets of GMJ Paving Company, LLC (“GMJ”), an asphalt manufacturing and construction business in the Houston, Texas metro area, for $40.0 million of cash, which was paid from available cash on hand and a draw from the Revolving Credit Facility. The transaction added an HMA plant in Baytown, Texas and related crews and equipment, expanding the Company’s operations in southeastern Texas. As of the date of this report, the total amount of consideration for this transaction remains subject to post-closing adjustments with respect to working capital and other matters.




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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This discussion and analysis of our financial condition and results of operations is intended to assist in understanding and assessing the trends and significant changes in our results of operations and financial condition during the period covered by this report. Historical results may not be indicative of future performance. This discussion includes forward-looking statements that reflect our plans, estimates and beliefs. Such statements involve risks and uncertainties. Our actual results may differ materially from those contemplated by these forward-looking statements as a result of various factors, including those set forth under the headings “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements”. This discussion should be read in conjunction with our unaudited consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and notes thereto included in the 2025 Form 10-K. In this discussion, we use certain non-GAAP financial measures. Explanations of these non-GAAP financial measures and reconciliations to the most directly comparable GAAP financial measures are included in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Investors should not consider non-GAAP financial measures in isolation or as substitutes for financial information presented in compliance with GAAP.
Overview
We are a civil infrastructure company that specializes in the building and maintenance of transportation networks. Our operations leverage a highly-skilled workforce, strategically located HMA plants, substantial construction assets and select material deposits. We provide construction products and services to both public and private infrastructure projects, with an emphasis on highways, roads, bridges, airports and commercial and residential sites across the Sunbelt in Alabama, Florida, Georgia, North Carolina, Oklahoma, South Carolina, Tennessee and Texas.
Our public projects are funded by federal, state and local governments and include roads, highways, bridges, airports and other forms of infrastructure. Public transportation infrastructure projects historically have been a relatively stable portion of state and federal budgets and represent a significant share of the U.S. construction market. Federal funds are allocated on a state-by-state basis, and each state is required to match a portion of the federal funds that it receives. Federal highway spending uses funds predominantly from the Highway Trust Fund, which derives its revenues from fuel taxes and other user fees.
In addition to public infrastructure projects, we provide a wide range of large site work construction and HMA paving services to private construction customers, including commercial and residential developers and local businesses.
Contract Backlog
At December 31, 2025, our contract backlog was $3.1 billion. Contract backlog is a financial measure that reflects the dollar value of work that the Company expects to perform in the future. We include a construction project in our contract backlog at the time it is awarded and to the extent we believe funding is probable. Our backlog consists of uncompleted work on contracts in progress and contracts for which we have executed a contract but have not commenced the work. For uncompleted work on contracts in progress, we include (i) executed change orders, (ii) pending change orders for which we expect to receive confirmation in the ordinary course of business and (iii) claims that we have made against our customers for which we have determined we have a legal basis under existing contractual arrangements and as to which we consider collection to be probable. Backlog of uncompleted work on contracts under which work was either in progress or had not yet begun was $2.4 billion at December 31, 2025. Our contract backlog also includes low bid/no contract projects, which consist of (i) public bid projects for which we were the low bidder and no contract has been executed and (ii) private work projects for which we have been notified that we are the low bidder or have been given a notice to proceed, but no contract has been executed. Low bid/no contract backlog was $0.7 billion at December 31, 2025.
Recent Developments
Business Acquisitions
On October 6, 2025, we acquired certain asphalt manufacturing and construction assets from affiliates of Vulcan Materials Company in the Houston, Texas metro area. The transaction added eight HMA plants and related crews and equipment, expanding the Company’s operations in southeastern Texas. For further discussion regarding this transaction, see Note 4 - Business Acquisitions to the unaudited consolidated financial statements included elsewhere in this report.
On October 20, 2025, we acquired all of the equity interests of P&S Paving, LLC, an asphalt manufacturing and construction business headquartered in Daytona Beach, Florida. The transaction expanded the Company's operations in Florida, adding two HMA plants and related crews and equipment serving northeast and central Florida. For further discussion regarding this transaction, see Note 4 - Business Acquisitions to the unaudited consolidated financial statements included elsewhere in this report.

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On January 30, 2026, we acquired substantially all of the assets of GMJ Paving Company, LLC , an asphalt manufacturing and construction business in the Houston, Texas metro area. The transaction added an HMA plant in Baytown, Texas and related crews and equipment, expanding the Company’s operations in southeastern Texas. For further discussion regarding this transaction, see Note 20 - Subsequent Events to the unaudited consolidated financial statements included elsewhere in this report.
How We Assess Performance of Our Business
Revenues
We derive our revenues predominantly by providing construction products and services for both public and private infrastructure projects, with an emphasis on highways, roads, bridges, airports and commercial and residential sites. Our projects represent a mix of federal, state, municipal and private customers. We also derive revenues from the sale of HMA, aggregates and liquid asphalt cement to customers. We recognize revenues derived from projects as we satisfy our performance obligations over time, measured by the relationship of total cost incurred compared to total estimated contract costs (cost-to-cost input method). Changes in job performance, job conditions and estimated profitability, including those arising from contract penalty provisions and final contract settlements, may result in revisions to estimated costs and income, and are recognized in the period in which the revisions are determined. Revenues derived from the sale of HMA, aggregates and liquid asphalt cement are recognized when the risks associated with ownership have passed to the customer.
Gross Profit
Gross profit represents revenues less cost of revenues. Cost of revenues consists of all direct and indirect costs associated with construction contracts, including raw materials, labor, equipment costs, depreciation, lease expenses, subcontract costs and other expenses at our HMA plants, aggregates mining facilities and liquid asphalt cement terminal. Our cost of revenues is directly affected by fluctuations in commodity prices, primarily liquid asphalt and diesel fuel. From time to time, when appropriate, we limit our exposure to changes in commodity prices by entering into forward purchase commitments. In addition, our public infrastructure contracts often provide for price adjustments based on fluctuations in certain commodity-related product costs. These price adjustment provisions are in place for most of our public infrastructure contracts, and we seek to include similar provisions in our private contracts.
Depreciation, Depletion, Accretion and Amortization
Property, plant and equipment are initially recorded at cost or, if acquired as a business combination, at fair value. Depreciation on property, plant and equipment is computed on a straight-line basis over the estimated useful life of the asset. Amortization expense is the periodic expense related to leasehold improvements and intangible assets. Leasehold improvements are amortized over the lesser of the life of the underlying asset or the remaining lease term. Our intangible assets were recognized as a result of certain acquisitions and are generally amortized on a straight-line basis over the estimated useful lives of the assets. Our unfavorable contract liabilities were recognized as a result of certain acquisitions and are amortized as the associated projects progress. Mineral reserves are depleted in accordance with the units-of-production method as aggregates are extracted, using the initial allocation of cost based on proven and probable reserves.
General and Administrative Expenses
General and administrative expenses include costs related to our operational offices that are not allocated to direct contract costs and expenses related to our corporate offices. These expenses consist primarily of salaries and personnel costs for our administration, finance and accounting, legal, information systems, human resources and certain managerial employees. General and administrative expenses also include audit, consulting and professional fees, share-based compensation expense, travel, insurance, office space rental costs, property taxes and other corporate and overhead expenses.
Acquisition-Related Expenses
Acquisition-related expenses include costs incurred in connection with our business acquisitions. These expenses typically include legal, accounting, tax, other professional costs, employee transaction bonuses and contingent consideration payable to sellers in connection with the achievement of specified performance criteria.
Gain on Sale of Property, Plant and Equipment
In the normal course of business, we sell assets for various reasons, including when the cost of maintaining the asset exceeds the cost of replacing it. The gain or loss on the sale of property, plant and equipment reflects the difference between the carrying value at the date of disposal and the net consideration received from the sale during the period.
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Interest Expense, Net
Interest expense, net primarily represents interest incurred on our long-term debt, such as the Term Loans and the Revolving Credit Facility, fees associated with debt modifications and amortization of deferred debt issuance costs. These amounts are partially offset by interest income earned on short-term investments of cash balances in excess of our current operating needs.
Other Key Performance Indicators - Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income
Adjusted EBITDA represents net income before, as applicable from time to time, (i) interest expense, net, (ii) provision (benefit) for income taxes, (iii) depreciation, depletion, accretion and amortization, (iv) share-based compensation expense, (v) loss on the extinguishment of debt and (vi) nonrecurring expenses related to transformative acquisitions, which management considers to include transactions of a size that would require clearance under federal antitrust laws. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenues for each period. Adjusted net income represents net income before (i) nonrecurring expenses related to transformative acquisitions, which management considers to include transactions of a size that would require clearance under federal antitrust laws, and (ii) nonrecurring fees associated with financing arrangements incurred in connection with transformative acquisitions. These metrics are supplemental measures of our operating performance that are neither required by, nor presented in accordance with, GAAP. These measures have limitations as analytical tools and should not be considered in isolation or as an alternative to net income or any other performance measure derived in accordance with GAAP as an indicator of our operating performance. We present Adjusted EBITDA, Adjusted EBITDA margin and Adjusted net income because management uses these measures as key performance indicators, and we believe that securities analysts, investors and others use these measures to evaluate companies in our industry. Our calculation of Adjusted EBITDA, Adjusted EBITDA margin and Adjusted net income may not be comparable to similarly named measures reported by other companies. Potential differences may include differences in capital structures, tax positions and the age and book depreciation of intangible and tangible assets.
The following table presents a reconciliation of net income (loss), the most directly comparable measure calculated in accordance with GAAP, to Adjusted EBITDA and the calculation of Adjusted EBITDA margin for the periods presented (unaudited, in thousands, except percentages):
For the Three Months Ended December 31,
20252024
Net income (loss)$17,205 $(3,051)
Interest expense, net27,370 18,130 
Provision (benefit) for income taxes5,580 (849)
Depreciation, depletion, accretion and amortization 45,030 31,184 
Share-based compensation expense5,729 4,920 
Transformative acquisition expenses11,287 18,463 
Adjusted EBITDA$112,201 $68,797 
Revenues$809,469 $561,580 
Adjusted EBITDA margin13.9 %12.3 %
The following table presents a reconciliation of net income (loss), the most directly comparable measure calculated in accordance with GAAP, to Adjusted net income for the periods presented (in thousands):
For the Three Months Ended December 31,
20252024
Net income (loss)$17,205 $(3,051)
Transformative acquisition expenses11,287 18,463 
Financing fees related to transformative acquisition901 3,057 
Tax impact due to above reconciling items(2,984)(5,199)
Adjusted net income$26,409 $13,270 


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Results of Operations
Three Months Ended December 31, 2025 Compared to Three Months Ended December 31, 2024
The following table sets forth selected financial data for the three months ended December 31, 2025 and 2024 (unaudited in thousands, except percentages):
Change From the Three Months Ended
For the Three Months Ended December 31,December 31, 2024
to the Three Months Ended
20252024December 31, 2025
Dollars% of
Revenues		Dollars% of
Revenues		$ 
Change		%
Change
Revenues$809,469 100.0 %$561,580 100.0 %$247,889 44.1 %
Cost of revenues687,969 85.0 %485,009 86.4 %202,960 41.8 %
Gross profit121,500 15.0 %76,571 13.6 %44,929 58.7 %
General and administrative expenses(61,501)(7.7)%(44,266)(7.9)%(17,235)38.9 %
Acquisition-related expenses(11,629)(1.4)%(19,552)(3.5)%7,923 (40.5)%
Gain on sale of property, plant and equipment2,039 0.3 %1,055 0.2 %984 93.3 %
Operating income50,409 6.2 %13,808 2.5 %36,601 265.1 %
Interest expense, net(27,370)(3.4)%(18,130)(3.2)%(9,240)51.0 %
Other income (expense)(253)— %421 — %(674)(160.1)%
Income (loss) before provision for income taxes 22,786 2.8 %(3,901)(0.7)%26,687 (684.1)%
Provision (benefit) for income taxes5,580 0.7 %(849)(0.2)%6,429 (757.2)%
Earnings from investment in joint venture(1)— %1 — %(2)(200.0)%
Net income (loss)$17,205 2.1 %$(3,051)(0.5)%$20,256 (663.9)%
Adjusted EBITDA$112,201 13.9 %$68,797 12.3 %$43,404 63.1 %
Adjusted net income$26,409 3.3 %$13,270 2.4 %$13,139 99.0 %
Revenues. Revenues for the three months ended December 31, 2025 increased $247.9 million, or 44.1%, to $809.5 million from $561.6 million for the three months ended December 31, 2024. The increase included $228.2 million of revenues attributable to acquisitions completed during or subsequent to the three months ended December 31, 2024 and $19.7 million of revenues in our existing markets from contract work and sales of HMA and aggregates to third parties. The 3.5% increase in revenues in our existing markets was due to strong demand in both public and private work.
Gross Profit. Gross profit for the three months ended December 31, 2025 increased $44.9 million, or 58.7%, to $121.5 million from $76.6 million for the three months ended December 31, 2024. The increase in gross profit was primarily the result of the 44.1% increase in revenues for the three months ended December 31, 2025 compared to the three months ended December 31, 2024 and a higher gross profit margin. The higher gross profit margin was due to efficient utilization of our plants, terminals and equipment fleet.

General and Administrative Expenses. General and administrative expenses for the three months ended December 31, 2025 increased $17.2 million, or 38.9%, to $61.5 million from $44.3 million for the three months ended December 31, 2024. The increase was attributable to general and administrative expenses associated with the operations of businesses acquired during or subsequent to December 31, 2024 and an increase in share-based compensation expense.
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Acquisition-related expenses. Acquisition-related expenses for the three months ended December 31, 2025 decreased $7.9 million to $11.6 million from $19.5 million for the three months ended December 31, 2024. The decrease was primarily due to lower transformative acquisition expenses during the three months ended December 31, 2025.
Gain on Sale of Property, Plant and Equipment. Gain on sale of property, plant and equipment for the three months ended December 31, 2025 increased $1.0 million, or 93.3%, to $2.0 million from $1.0 million for the three months ended December 31, 2024. The increase was primarily the result of higher disposals of equipment and components during the three months ended December 31, 2025.
Interest Expense, Net. Interest expense, net for the three months ended December 31, 2025 increased $9.3 million, or 51.0%, to $27.4 million compared to $18.1 million for the three months ended December 31, 2024. The increase in interest expense, net was primarily related to borrowings under the Term Loan B Credit Agreement that was entered into on November 1, 2024 and additional borrowings under our Term Loan A / Revolver Credit Agreement.
Provision for Income Taxes. Our effective tax rate increased to 24.5% for the three months ended December 31, 2025, from 21.8% for the three months ended December 31, 2024. Our higher effective tax rate during the three months ended December 31, 2025 was due to differences in state tax rates at our operating subsidiaries.

Net Income (Loss). Net income increased $20.3 million, or 663.9%, to $17.2 million for the three months ended December 31, 2025, compared to net loss of $3.1 million for the three months ended December 31, 2024. The increase in net income was primarily a result of higher gross profit and decrease in acquisition-related expenses, partially offset by an increase in general and administrative expenses, interest expense and provision for income taxes, all as described above.
Adjusted EBITDA and Adjusted EBITDA Margin. Adjusted EBITDA and Adjusted EBITDA margin were $112.2 million and 13.9%, respectively, for the three months ended December 31, 2025, compared to $68.8 million and 12.3%, respectively, for the three months ended December 31, 2024. The increase in Adjusted EBITDA and Adjusted EBITDA margin resulted from a $20.3 million increase in net income as described above, a $13.8 million increase in depreciation, depletion, accretion and amortization, a $9.2 million increase in interest expense, net, and a $0.8 million increase in share-based compensation expense, offset by a decrease of $7.2 million in transformative acquisition expenses. For a description of Adjusted EBITDA and Adjusted EBITDA margin, as well as a reconciliation of Adjusted EBITDA to net income, see above under the heading “How We Assess Performance of Our Business — Other Key Performance Indicators — Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income.”
Adjusted Net Income. Adjusted net income increased $13.1 million, or 99.0%, to $26.4 million for the three months ended December 31, 2025, compared to $13.3 million for the three months ended December 31, 2024. The increase in Adjusted net income was primarily a result of higher gross profit, partially offset by an increase in general and administrative expenses, interest expense under the Term Loan B and additional borrowings under our Term Loan A / Revolver Credit Agreement and provision for income taxes, all as described above. For a description of Adjusted net income, as well as a reconciliation of Adjusted net income to net income, see above under the heading “How We Assess Performance of Our Business — Other Key Performance Indicators — Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income.”
Liquidity and Capital Resources
Cash Flows Analysis
The following table sets forth our cash flows for the periods indicated (unaudited, in thousands):
For the Three Months Ended December 31,
20252024
Net cash provided by operating activities, net of acquisitions$82,567 $40,663 
Net cash used in investing activities(242,853)(679,030)
Net cash provided by financing activities105,461 694,751 
Net change in cash and cash equivalents$(54,825)$56,384 
Operating Activities
During the three months ended December 31, 2025, cash provided by operating activities, net of acquisitions, was $82.6 million, primarily as a result of:
•net income of $17.2 million, including $45.0 million of depreciation, depletion, accretion and amortization and $14.9 million of share-based compensation expense, $2.0 million of gain on sale of property, plant and equipment, and $0.8 million of deferred income tax benefit;
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•a decrease in contracts receivable including retainage, net of $127.0 million due to normal fluctuations resulting from the timing of processing transactions in our accounts receivable cycle;
•an increase in inventories of $3.3 million due to increased inventories from acquisitions, growth in existing markets, higher inventory costs and normal fluctuations in our inventory cycle;
•a decrease in accounts payable and accrued expenses and other current liabilities of $93.6 million due to the timing of processing transactions in our accounts payable cycle; and

•a net decrease in the difference between costs and estimated earnings in excess of billings on uncompleted contracts and billings in excess of costs and estimated earnings on uncompleted contracts of $3.7 million due to the timing of performing and closing projects.

During the three months ended December 31, 2024, cash provided by operating activities, net of acquisitions, was $40.7 million, primarily as a result of:
•net loss of $3.1 million, including $31.2 million of depreciation, depletion, accretion and amortization and $14.4 million of share-based compensation expense, $1.1 million of gain on sale of property, plant and equipment, and $1.4 million of deferred income tax benefit;
•a decrease in contracts receivable including retainage, net of $62.6 million due to normal fluctuations resulting from the timing of processing transactions in our accounts receivable cycle;
•an increase in inventories of $10.4 million due to increased inventories from acquisitions, growth in existing markets, higher inventory costs and normal fluctuations in our inventory cycle;
•a decrease in accounts payable and accrued expenses and other current liabilities of $54.0 million due to the timing of processing transactions in our accounts payable cycle; and

•a net increase in the difference between costs and estimated earnings in excess of billings on uncompleted contracts and billings in excess of costs and estimated earnings on uncompleted contracts of $0.5 million due to the timing of performing and closing projects.

Investing Activities
During the three months ended December 31, 2025, cash used in investing activities was $242.9 million, of which $215.1 million related to acquisitions completed or finalized in the period, $35.5 million was invested in property, plant and equipment and $1.5 million was used to purchase restricted investments, partially offset by $5.5 million of proceeds from the sale of property, plant and equipment and $3.7 million of proceeds from the sale of restricted investments.
During the three months ended December 31, 2024, cash used in investing activities was $679.0 million, of which $654.2 million related to acquisitions completed in the period, $26.8 million was invested in property, plant and equipment and $2.3 million was used to purchase restricted investments, partially offset by $1.8 million of proceeds from the sale of property, plant and equipment and $2.4 million of proceeds from the sale of restricted investments.
Financing Activities
During the three months ended December 31, 2025, cash provided by financing activities was $105.5 million. We received $140.0 million of net proceeds from our Revolving Credit Facility, which were used for acquisitions completed in the period. This cash flow was partially offset by $9.6 million of principal payments on long-term debt, $22.4 million for the purchase of treasury stock and $2.5 million for settlement of performance share awards.
During the three months ended December 31, 2024, cash provided by financing activities was $694.8 million. We received $835.0 million of net proceeds from our Term Loan B, which were primarily used for the Lone Star Acquisition completed in the period. This cash flow was partially offset by $128.2 million of principal payments on long-term debt and $12.1 million for the purchase of treasury stock.






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Capital Requirements and Sources of Liquidity

During the three months ended December 31, 2025 and 2024, our capital expenditures were approximately $35.5 million and $26.8 million, respectively. Our capital expenditures are typically made during the fiscal year in which they are approved. At December 31, 2025, our commitments for capital expenditures were not material to our financial condition or results of operations on a consolidated basis. For fiscal 2026, we expect total capital expenditures to be approximately $165.0 million to $185.0 million, including for both maintenance and growth. Our capital expenditure budget is an estimate and is subject to change.
Historically, we have required significant amounts of cash in order to make capital expenditures, purchase materials, execute our growth strategy through acquisitions and fund our organic expansion into new markets. Our working capital needs are driven by the seasonality and growth of our business, with our cash requirements increasing in periods of growth. Additional cash requirements resulting from our growth include the costs of additional personnel, production and distribution facilities, enhancements to our information systems, integration costs related to any acquisitions and our compliance with laws and rules applicable to public companies. Furthermore, on April 12, 2024, we announced that our Board of Directors authorized a stock repurchase program under which up to $40 million is available to purchase shares of our outstanding Class A common stock through March 5, 2026. We intend to utilize the stock repurchase program to minimize the dilutive impact of awards granted under our equity incentive plans and to repurchase shares opportunistically. Shares of Class A common stock may be repurchased from time to time in open market transactions at prevailing market prices, in privately negotiated transactions or by other means in accordance with federal securities laws, including Rule 10b5-1 plans. The stock repurchase program does not obligate the Company to repurchase any shares of Class A common stock, and the stock repurchase program may be modified, suspended, extended or terminated at any time by our Board of Directors. The actual timing, number and value of shares of Class A common stock repurchased will be determined by a committee of the Board of Directors at its discretion and will depend on a number of factors, including the market price of the Class A common stock, capital allocation alternatives, general market and economic conditions and other corporate considerations. During the three months ended December 31, 2024, the Company did not purchase any Class A common stock through our stock repurchase program.
We have historically relied on cash available through credit facilities, in addition to cash from operations, to finance our working capital requirements and to support our growth. We regularly monitor potential capital sources, including equity and debt markets, in an effort to meet our planned capital expenditures and liquidity requirements. Our future success will depend on our ability to access outside sources of capital.
We believe that our operating cash flow and available borrowings under the Term Loan A / Revolver Credit Agreement will be sufficient to fund our operations, make planned capital expenditures, opportunistically repurchase shares of Class A common stock and fulfill other material contingent contractual obligations for at least the next 12 months. However, future cash flows are subject to a number of variables, including the potential impacts of inflation and supply chain constraints, and significant additional capital expenditures will be required to conduct our operations. There can be no assurance that operations and other capital resources will provide sufficient cash to maintain planned or future levels of capital expenditures. In the event that we make one or more acquisitions and the amount of capital required is greater than the amount of cash on hand we have available for acquisitions at that time, we could be required to reduce the expected level of capital expenditures and/or seek additional capital. If we seek additional capital, we may do so through borrowings under the Term Loan A / Revolver Credit Agreement or other credit facilities, joint ventures, asset sales, offerings of debt or equity securities or other means. However, our ability to engage in any such transactions may be constrained by economic conditions and other factors outside of our control. We cannot guarantee that additional capital will be available on acceptable terms or at all. If we are unable to obtain the funds we need, we may not be able to complete acquisitions that may be favorable to us or finance the capital expenditures necessary to conduct our operations.
Contractual Obligations
The following table summarizes our significant obligations outstanding as of December 31, 2025 (unaudited, in thousands):
Payments Due by Fiscal Year
Total202620272028202920302031 and Thereafter
Debt obligations$1,756,500 $28,875 $38,500 $38,500 $38,500 $481,000 $1,131,125 
Purchase agreement obligations due to sellers of Lone Star Paving21,984 21,984 — — — — — 
Lease obligations106,850 22,998 28,912 24,055 17,416 8,701 4,768 
Purchase commitments907 776 131 — — — — 
Royalty payments3,588 370 418 393 384 288 1,735 
Asset retirement obligations2,555 — — — — — 2,555 
Total$1,892,384 $75,003 $67,961 $62,948 $56,300 $489,989 $1,140,183 
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In addition to the items set forth in the table above, in connection with the Lone Star Acquisition, we entered into a conditional purchase agreement pursuant to which we agreed to purchase from the sellers of Lone Star Paving, upon the receipt of certain permits and governmental entitlements, an entity that owns certain real property located in central Texas for aggregate consideration of $30.0 million. As of December 31, 2025, the purchase agreement and the conditional purchase obligations thereunder had expired.
Off-Balance Sheet Arrangements
As of December 31, 2025, we had aggregate letters of credit outstanding in the amount of $6.6 million, future purchase commitments of diesel fuel of $0.9 million and $3.6 million of minimum royalty payments related to aggregates facilities. Other than the letters of credit, future purchase commitments and minimum royalty payments, we do not currently have any off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on our financial condition, changes in our financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources. See Note 17 - Commitments to our unaudited consolidated financial statements included elsewhere in this report for additional information.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Interest Rate Risk
We are exposed to interest rate risk on certain of our short and long-term debt obligations used to finance our operations and acquisitions. We have SOFR-based floating rate borrowings under the Term Loan A / Revolver Credit Agreement and Term Loan B Credit Agreement, which expose us to variability in interest payments due to changes in the reference interest rates. From time to time, we use derivative instruments as hedges against the impact of interest rate changes on future earnings and cash flows. We do not enter into such derivative instruments for speculative or trading purposes.
At December 31, 2025, we had a total of $1.76 billion of variable rate debt outstanding. Holding other factors constant and absent the interest rate swap agreements described above, a hypothetical 1% change in our borrowing rates would result in a $17.6 million change in our annual interest expense based on our variable rate debt outstanding at December 31, 2025. The notional amount of the Company’s outstanding interest rate swap contract at December 31, 2025 was $300.0 million. The maturity date of this swap is June 30, 2027, and the fair value of the outstanding swap contract was $6.4 million as of December 31, 2025. See also Note 15 - Investment in Derivative Instruments and Note 16 - Fair Value Measurements to the unaudited consolidated financial statements included elsewhere in this report.
The following table presents the future principal payment obligations, interest payments, and fair values associated with the Company’s debt instruments assuming the Company’s actual level of variable rate debt as of December 31, 2025 (unaudited, in thousands).
For the Fiscal Year Ending September 30,Fair
20262027202820292030ThereafterTotalValue
Debt obligations
Term Loans principal payments$28,875 $38,500 $38,500 $38,500 $481,000 $1,131,125 $1,756,500 $1,756,500 
   Interest payments (1)
$80,681 $105,545 $103,223 $100,902 $87,037$63,906 
(1) Represents projected interest payments using the Company’s December 2025 weighted average SOFR-based floating rate of 6.16% per annum.
Item 4. Controls and Procedures.
Evaluation of Disclosure Control and Procedures
Our management carried out, as of December 31, 2025, with the participation of our Chief Executive Officer and our Chief Financial Officer, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, our disclosure controls and procedures were effective to provide reasonable assurance that material information required to be disclosed by us in reports we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure..
Changes in Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - Other Information
Item 1. Legal Proceedings.
Due to the nature of our business, we are involved in routine litigation or subject to other disputes or claims related to our business activities, including, among other things, (i) workers’ compensation claims, (ii) employment-related disputes and (iii) liability issues or breach of contract or tortious conduct claims in connection with the performance of services and provision of materials. We and our affiliates are also subject to government inquiries in the ordinary course of business seeking information concerning our compliance with government construction contracting requirements and various laws and regulations, the outcome of which cannot be predicted with certainty. In the opinion of our management, after consultation with legal counsel, none of the pending inquiries, litigation, disputes or claims against us, if decided adversely to us, would have a material adverse effect on our financial condition, cash flows or results of operations.

Notwithstanding the foregoing, in October 2025, a subsidiary of the Company executed a consent decree negotiated with the Environmental Protection Agency (“EPA”) regarding the EPA’s contention that such subsidiary violated the Clean Water Act in connection with discharges of sediment from two sand and gravel quarries in eastern Alabama into nearby waterways. Under the terms of the consent decree, the Company agreed to (i) pay a civil penalty of $450,000, (ii) remediate the conditions on the property giving rise to the discharge and (iii) monitor the sites for a period of time following completion of the remediation. The consent decree remains subject to approval by a federal district court. The total cost of the remedial and preventative measures cannot be estimated with reasonable certainty but is expected to be covered in whole or significant part by the Company’s preexisting insurance policies.

Item 1A. Risk Factors.
In addition to the other financial information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors,” in the 2025 Form 10-K that could materially affect our business, financial condition or future operating results. The risks described in the 2025 Form 10-K are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
Except as described below, the Company did not sell any of its equity securities during the period covered by this report that were not registered under the Securities Act that were not reported on a Current Report on Form 8-K.
On October 17, 2025, in connection with the P&S Acquisition, the Compensation Committee of the Board of Directors approved grants of an aggregate of 47,798 restricted shares of Class B common stock under the Restricted Stock Plan to certain executive officers and key employees of the Company. The restricted shares of Class B common stock were not registered under the Securities Act. Additionally, on October 20, 2025, the Company issued 437,169 shares of Class A common stock, having an aggregate fair market value of approximately $51.5 million at closing, to the sellers of P&S as partial consideration for the P&S Acquisition, which were not registered under the Securities Act. Both the restricted shares of Class A common stock and the Class B common stock were issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

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Issuer Purchases of Equity Securities
During the quarter ended December 31, 2025, the Company repurchased shares of its Class A and Class B common stock as follows (unaudited):
Period
Total Number of Shares Purchased (1)
Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Number (or Approximate Dollar Value) of Shares That May Yet be Purchased under the Plans or Programs (2)
October 1, 2025 - October 31, 2025118,193$123.87 —$26,610,032 
November 1, 2025 - November 30, 202559,575$111.37 5,002$26,088,717 
December 1, 2025 - December 31, 202510,380$107.76 10,380$24,970,210 
Total188,148$119.02 15,382—
(1) Consists of an aggregate of 165,921 shares of Class A and 6,845 shares of Class B common stock withheld to satisfy tax withholding obligations on behalf of certain employees upon the vesting of restricted stock awards and 15,382 shares of Class A common stock repurchased under the publicly announced plan.

(2) On April 12, 2024, the Company announced that the Board of Directors authorized the Company to purchase up to $40.0 million of our Class A common stock in open market purchases, privately negotiated transactions or by other means. The stock repurchase plan expires March 5, 2026. The specific timing and amount of any future purchases will vary based on market conditions, securities law limitations and other factors.


Item 3. Defaults Upon Senior Securities.
None.

Item 4. Mine Safety Disclosures.
The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 C.F.R. Part 229.104) is included in Exhibit 95.1 to this Quarterly Report on Form 10-Q.

Item 5. Other Information.
During the quarter ended December 31, 2025, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted, modified, or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408(a) of Regulation S-K).

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Item 6. Exhibits.
Exhibit
Number
Description
3.1
3.2
4.1
10.1
31.1*
31.2*
32.1**
32.2**
95.1*
101.INS*Inline XBRL Instance Document
101.SCH*Inline XBRL Taxonomy Extension Schema Document
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*Filed herewith.
**Furnished herewith.

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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 9th day of February, 2026.
CONSTRUCTION PARTNERS, INC.
By:/s/ Fred J. Smith, III
Fred J. Smith, III
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name and SignatureTitleDate
/s/ Fred J. Smith, IIIPresident and Chief Executive OfficerFebruary 9, 2026
Fred J. Smith, III(Principal Executive Officer and duly authorized officer)
/s/ Gregory A. HoffmanSenior Vice President and Chief Financial OfficerFebruary 9, 2026
Gregory A. Hoffman(Principal Financial Officer and duly authorized officer)
38

Exhibit 31.1

CERTIFICATION
I, Fred J. Smith, III, certify that:
 
1.
I have reviewed this Quarterly Report on Form 10-Q of Construction Partners, Inc. for the quarterly period ended December 31, 2025;
 2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
  
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
  
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
  
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
  
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
  
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
  
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: February 9, 2026By:/s/ Fred J. Smith, III
Fred J. Smith, III
President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION
I, Gregory A. Hoffman, certify that:
 
1.
I have reviewed this Quarterly Report on Form 10-Q of Construction Partners, Inc. for the quarterly period ended December 31, 2025;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
  
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
  
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
  
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
  
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
  
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
  
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: February 9, 2026By:/s/ Gregory A. Hoffman
Gregory A. Hoffman
Senior Vice President and Chief Financial Officer

Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Construction Partners, Inc. (the “Company”) for the period ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Fred J. Smith, III, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

  
(1)
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Date: February 9, 2026By:
/s/ Fred J. Smith, III
Fred J. Smith, III
President and Chief Executive Officer

Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Construction Partners, Inc. (the “Company”) for the period ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gregory A. Hoffman, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

  
(1)
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: February 9, 2026
By:
/s/ Gregory A. Hoffman
Gregory A. Hoffman
Senior Vice President and Chief Financial Officer

Exhibit 95.1
Mine Safety Disclosures
The operation of our aggregates mines is subject to regulation by the federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977, 30 U.S.C. § 801 et seq. (the “Mine Act”). Set forth below is the required information regarding certain mining safety and health matters for the fiscal quarter ended December 31, 2025. Citations and orders may be contested and appealed, and in that process, may be reduced in severity and amount, and are sometimes dismissed. The table below includes references to specific sections of the Mine Act.
The information in the table below is presented by mine, consistent with the manner in which we maintain safety and compliance information about our mining operations.
(A)(B)(C)(D)(E)(F)(G)(H)
Mine Name / IDSection
104 S&S		Section
104(b)		Section
104(d)		Section
110(b)(2)		Section
107(a)		Proposed
Assessments		FatalitiesPending
Legal
Action
ACE Aggregates / 41-05287————————
Allstate / 01-03406————————
Ashville / 01-03234————————
Baldree Sand / 09-01166————————
Battleground / 01-03100————————
Blount Springs / 01-030475————*——
Camden / 31-02100————————
Coosa / 01-03327————————
Drummond / 01-03126————————
Florence / 41-05322————————
Hickory Bend / 01-03403————————
Lambert / 01-03363—————151——
Montgomery Sand / 09-00737————————
New Braunfels / 41-05274————————
Riverbend Sand / 09-01023————————
Ronald Reagan / 41-04807————————
Skyline / 01-03158————————
Total5————$*——
(A)The total number of violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a coal or other mine safety or health hazard under Section 104 of the Mine Act for which the operator received a citation from MSHA.
 (B)
The total number of orders issued under Section 104(b) of the Mine Act.
 (C)
The total number of citations and orders for unwarrantable failure of the mine operator to comply with mandatory health or safety standards under Section 104(d) of the Mine Act.
 (D)
The total number of flagrant violations under Section 110(b)(2) of the Mine Act.
 (E)
The total number of imminent danger orders issued under Section 107(a) of the Mine Act.
 (F)
The total dollar value of proposed assessments from MSHA under the Mine Act.
 (G)
The total number of mining-related fatalities.
(H)Any pending legal action before the Federal Mine Safety and Health Review Commission involving the applicable mine(s).
*As of the date of this report, no proposed assessments related to orders or citations received during the quarter had yet been posted to the MSHA Mine Data Retrieval System or made available to the Company by MSHA.
During the fiscal quarter ended December 31, 2025, our aggregates mines did not receive any written notices of a pattern of violations, or the potential to have such a pattern of violations, under Section 104(e) of the Mine Act.