−Removed: We are a civil infrastructure company that specializes in the construction and maintenance of roadways across Alabama, Florida, Georgia, North Carolina, South Carolina, Tennessee and Texas.
+Added: We are a civil infrastructure company that specializes in the construction and maintenance of roadways across Alabama, Florida, Georgia, North Carolina, Oklahoma, South Carolina, Tennessee and Texas.
Through our wholly owned subsidiaries, we provide 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.
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Recent Developments
−Removed: • ROAD-Map 2027.
−Removed: In October 2023, we publicly announced “ROAD-Map 2027,” a comprehensive business plan setting forth our strategic initiatives, growth priorities, and business outlook through fiscal year 2027.
−Removed: ROAD-Map 2027 contemplates several revenue and growth goals, including, among others, revenues exceeding $3 billion by the end of fiscal year 2027.
+Added: In October 2025, we publicly announced “ROAD 2030,” a comprehensive business plan setting forth our strategic initiatives, growth priorities, and business outlook through fiscal year 2030.
+Added: ROAD 2030 contemplates several revenue and growth goals, including, among others, revenues exceeding $6 billion by the end of fiscal year 2030.
• 2025 Fiscal Year Acquisitions.
−Removed: During the 2024 fiscal year, we completed eight acquisitions across four states, adding to or expanding our operations in Alabama, Georgia, North Carolina and South Carolina.
−Removed: As a result of these acquisitions, we added 11 asphalt plants and a diverse fleet of equipment and vehicles, as well as skilled construction professionals.
−Removed: The total transaction consideration for these acquisitions was approximately $231.7 million.
+Added: During the 2025 fiscal year, we completed five acquisitions across four states, adding to or expanding our operations in Alabama and Tennessee and establishing our presence in Texas and Oklahoma.
+Added: As a result of these acquisitions, we added 27 HMA plants, four aggregate facilities, a liquid asphalt terminal, a rail-served aggregates terminal and a diverse fleet of equipment and vehicles, as well as skilled construction professionals.
+Added: The aggregate transaction consideration for these acquisitions was approximately $1.5 billion.
For further discussion regarding these transactions, see Note 4 - Business Acquisitions to the consolidated financial statements included elsewhere in this report.
−Removed: • Lone Star Paving Acquisition .
−Removed: On November 1, 2024, we acquired all of the outstanding membership units of Asphalt, Inc., LLC (doing business as Lone Star Paving) (“Lone Star Paving” and such acquisition, the “Lone Star Acquisition”), a vertically integrated asphalt manufacturing and paving company headquartered in Austin, Texas, with 10 HMA plants, four aggregate facilities, and one liquid asphalt terminal supporting its operations.
−Removed: The aggregate consideration delivered at the closing of the Lone Star Acquisition consisted of (i) $654.2 million in cash (as adjusted pursuant to the Unit Purchase Agreement, dated as of October 20, 2024, by and among the Company, Lone Star Paving, the selling unit holders party thereto, and John J.
−Removed: Wheeler, in his capacity as the selling unit holders’ representative thereunder) and (ii) 3.0 million shares of Class A common stock.
−Removed: In addition, we agreed to (A) pay cash to the selling unit holders in an amount equal to the working capital remaining in Lone Star Paving at closing, as finally determined (subject to adjustments and offsets to satisfy certain indemnification obligations and any purchase price overpayments), to be paid out in quarterly installments over four quarters following the closing, and (B) purchase from the selling unit holders for $30.0 million in cash an entity that owns certain real property following receipt of specified operational entitlements by such entity.
−Removed: The cash paid at closing was funded from the proceeds of the Term Loan B (as defined herein).
−Removed: For more information about the Lone Star Acquisition, see Note 27 - Subsequent Events to the consolidated financial statements included elsewhere in this report.
−Removed: • Term Loan B Credit Agreement.
−Removed: On November 1, 2024, we 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”).
−Removed: The Term Loan B Credit Agreement provides for a senior secured first lien term loan facility in the aggregate principal amount of $850.0 million, which amount was fully drawn on November 1, 2024 (the “Term Loan B”).
−Removed: A portion of the proceeds of the Term Loan B was used to finance the cash portion of the consideration for the Lone Star Acquisition, including the repayment of certain outstanding indebtedness of Lone Star Paving and its subsidiaries at closing.
−Removed: The remaining loan proceeds were or will be used (i) to repay the Company’s outstanding borrowings under the revolving credit facility provided by the Term Loan A / Revolver Credit Agreement (as defined below), (ii) to pay fees and expenses incurred in connection with the foregoing debt financing transactions and Lone Star Acquisition and (iii) for working capital and other corporate purposes as permitted by the Term Loan B Credit Agreement.
−Removed: For more information about the Term Loan B Credit Agreement, see Note 27 - Subsequent Events to the consolidated financial statements included elsewhere in this report.
−Removed: • Credit Agreement Amendments.
−Removed: In May 2024, we and certain of our wholly owned subsidiaries entered into a Third Amendment to our Third Amended and Restated Credit Agreement with PNC Bank, National Association, as administrative agent, and certain other lenders party from time to time thereto (as amended from time to time, the “Term Loan A / Revolver Credit Agreement”) to, among other things, (i) increase the aggregate commitments under the revolving credit facility from $325.0 million to $400.0 million, (ii) reallocate $125.0 million of borrowings previously outstanding under the revolving credit facility to our term loan, (iii) add three new banks to our lender syndicate, (iv) provide for an additional incremental credit facility of up to $200.0 million and (v) update certain affirmative and negative covenants thereunder.
−Removed: Additionally, on October 30, 2024, we entered into a Fourth Amendment to the Term Loan A / Revolver Credit Agreement to, among other things, permit (i) the Lone Star Acquisition, (ii) entry into the Term Loan B Credit Agreement, and (iii) certain liens to be granted to secure the indebtedness incurred under the Term Loan B Credit Agreement on a pari passu basis with the liens securing the Company’s obligations under the Term Loan A / Revolver Credit Agreement.
−Removed: For further discussion regarding the Term Loan A / Revolver Credit Agreement and the foregoing amendments, see Note 11 - Debt and Note 27 - Subsequent Events to the consolidated financial statements included elsewhere in this report.
−Removed: • Stock Repurchase Program.
−Removed: In April 2024, 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 September 30, 2025.
−Removed: We utilize the stock repurchase program to minimize the dilutive impact of awards granted under our equity incentive plans and to repurchase shares opportunistically.
−Removed: Shares of our 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.
−Removed: The stock repurchase program does not obligate us 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.
−Removed: The actual timing, number and value of shares of Class A common stock repurchased are determined by a committee of the board of directors at its discretion and depend on a number of factors, including the market price of our Class A common stock, capital allocation alternatives, general market and economic conditions and other corporate considerations.
−Removed: During fiscal 2024, we repurchased a total of 173,741 shares of Class A common stock for an aggregate purchase price of $10.0 million.
+Added: • Credit Facility Developments.
+Added: In November 2024, we entered into a Term Loan Credit Agreement with Bank of America, N.A., as administrative agent, and the other lenders party thereto, providing for a senior secured first-lien term loan facility in an aggregate principal amount of $850.0 million (the “Term Loan B” and such credit agreement, the “Term Loan B Credit Agreement”).
+Added: The full amount was drawn on November 1, 2024.
+Added: Proceeds from the Term Loan B were used to (i) fund the cash portion of the consideration for our acquisition of Asphalt Inc., LLC (doing business as Lone Star Paving) (“Lone Star Paving”), (ii) repay our outstanding borrowings under our revolving credit facility, and (iii) pay fees and expenses incurred in connection with the related financing transactions and the Lone Star Acquisition.
+Added: In June 2025, we entered into an amendment to our Third Amended and Restated Credit Agreement with PNC Bank, National Association, as administrative agent and lender, and certain other lenders party thereto (the “Term Loan A / Revolver Credit Agreement”) to, among other things, (i) increase the existing revolving credit facility thereunder from $400.0 million to $500.0 million (the “Revolving Credit Facility”), (ii) increase the existing term loan thereunder from $400.0 million to $600.0 million, and (iii) extend the maturity date for all outstanding borrowings thereunder to June 28, 2030.
+Added: For further discussion regarding these agreements and developments, see Note 11 - Debt to the consolidated financial statements included elsewhere in this report.
+Added: • Acquisitions Subsequent to Fiscal 2025 Year-End.
+Added: In October 2025, we acquired eight HMA plants and related crews and equipment in the Houston, Texas metro area from affiliates of Vulcan Materials Company, and acquired all of the outstanding equity interests of P&S Paving, LLC, an HMA manufacturing and construction business headquartered in Daytona Beach, Florida, with two HMA plants serving northeast and central Florida.
+Added: The aggregate transaction consideration for these acquisitions was approximately $262.1 million.
+Added: For more information about these transactions, see Note 27 - Subsequent Events to the consolidated financial statements included elsewhere in this report.
We operate in the large and growing highway and road construction industry and specifically within the asphalt paving materials and services segment.
Asphalt paving mix is the most common roadway material used today due to its cost effectiveness, durability and reusability, and minimized traffic disruption during paving, as compared to concrete.
−Removed: Recent growth in our industry has been driven by federal, state and local Department of Transportation (“DOT”) budgets, which annually earmark amounts for transportation and infrastructure spending.
−Removed: In November 2021, the federal Infrastructure Investment and Jobs Act (the “IIJA”) was signed into law.
−Removed: The IIJA provides for $548 billion in new infrastructure spending over five years through a reauthorization of traditional surface transportation programs and additional funding for highways, bridges and airports, among other things.
−Removed: In addition, certain states within our markets have recently approved legislation that supports funding for construction of local road, bridge and transit projects.
+Added: Recent growth in our industry has been driven by federal, state, county and local Department of Transportation (“DOT”) budgets, which annually earmark amounts for transportation and infrastructure spending.
+Added: Currently, federal funding for infrastructure spending is driven primarily by the Infrastructure Investment and Jobs Act (the “IIJA”), which was signed into law in November 2021.
+Added: The IIJA reauthorized traditional surface infrastructure funding programs and provided nearly $400 billion in new spending over five years for highways, bridges, airports and other major
+Added: In addition, certain states within our markets have approved legislation that supports funding for construction of local road, bridge and transit projects.
The non-discretionary nature of highway and road construction services and materials supports stable and consistent industry funding.
−Removed: The Inflation Reduction Act of 2022 (the “Inflation Reduction Act”) provides funding for numerous projects and initiatives relevant to the surface transportation industry, including grants for safety and environmental improvements, incentives for the use of construction materials and products with lower levels of embodied greenhouse gas emissions, and streamlined environmental review processes for proposed projects.
+Added: In addition, the Inflation Reduction Act of 2022 (the “Inflation Reduction Act”) provided funding for numerous projects and initiatives relevant to the surface transportation industry, including grants for safety and environmental improvements, incentives for the use of construction materials and products with lower levels of embodied greenhouse gas emissions, and streamlined environmental review processes for proposed projects.
Projects and Customers
−Removed: 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 throughout the Sunbelt in Alabama, Florida, Georgia, North Carolina, South Carolina, Tennessee and Texas.
+Added: 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 throughout the Sunbelt in Alabama, Florida, Georgia, North Carolina, Oklahoma South Carolina, Tennessee and Texas.
We provide a wide range of large sitework construction, including site development, paving, and utility and drainage systems construction, and supply the HMA required for the projects.
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Our public customers include federal agencies, state DOTs and local municipalities.
−Removed: Our private clients include commercial and residential developers and businesses.
+Added: Our private customers include commercial and residential developers and businesses.
Our largest customers are state DOTs.
−Removed: For the fiscal year ended September 30, 2024, the Florida DOT accounted for 13.6% of our revenues, and projects performed for all DOTs accounted for 40.7% of our revenues.
−Removed: Other than the Florida DOT, no other customer accounted for more than 10% of our revenues for the fiscal year ended September 30, 2024.
+Added: For the fiscal year ended September 30, 2025, projects performed for all DOTs accounted for 43.4% of our revenues.
+Added: No single customer accounted for more than 10% of our revenues for the fiscal year ended September 30, 2025.
Our 25 largest projects accounted for 16.2% of our revenues for the fiscal year ended September 30, 2025.
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We also occasionally enter into design-build contracts, which generally are performed under fixed total price contracts.
−Removed: For the majority of our contracts, we receive our final payment when
−Removed: contracts are near completion or fully completed.
+Added: For the majority of our contracts, we receive our final payment when contracts are near completion or fully completed.
For some contracts, we are required to furnish a warranty on our construction.
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As a result, after determining the potential contracts that are available, we decide which contracts to pursue based on a non-exclusive list of factors, which include relevant skills required by the contract, the contract size and duration, availability of our personnel and equipment, size and makeup of our current contract backlog, our competitive advantages and disadvantages, our prior experience, the contracting agency or customer, the source of contract funding, the geographic location, the likely competition, the construction risks, the gross margin opportunities, the penalties or incentives and the type of contract.
−Removed: To ensure the completeness and accuracy of our original bid analysis, the bid preparation for potential projects typically involves three phases.
+Added: To ensure the completeness and accuracy of our original bid analysis, the bid preparation for a potential project typically involves three phases.
• Phase One :
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This profit margin varies according to management’s perception of the degree of difficulty of the contract, the existing competitive climate and the size and makeup of our contract backlog.
−Removed: Throughout this process, we work closely with our project managers so that all issues concerning a contract, including any risks, can be better understood and addressed as appropriate.
+Added: Throughout this process, we work closely
+Added: with our project managers so that all issues concerning a contract, including any risks, can be better understood and addressed as appropriate.
To ensure that subcontracting costs used in submitting bids for construction contracts do not change, we obtain firm quotations from our subcontractors before submitting a bid.
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Most of our contracts with governmental agencies provide for termination at the convenience of the customer, with requirements to pay us for work performed through the date of termination.
−Removed: The termination of a government contract for the convenience of the customer
−Removed: is an extremely rare occurrence.
+Added: The termination of a government contract for the convenience of the customer is an extremely rare occurrence.
Many of our contracts contain provisions that require us to pay liquidated damages if specified completion schedule requirements are not met.
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To manage the risk of non-performance by our subcontractors, we typically require the subcontractor to furnish a bond or other type of security to guarantee its performance and/or we retain payments in accordance with contract terms until their performance is complete.
−Removed: Disadvantaged business enterprise regulations require us to use our good faith efforts to subcontract a specified portion of contract work done for governmental agencies to certain types of disadvantaged contractors or suppliers.
Contract Backlog
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We generally include a construction project in our contract backlog at the time it is awarded and to the extent we believe funding is probable.
−Removed: Our backlog generally consists of uncompleted work on contracts in progress and contracts for which we have executed a contract but have not commenced the work.
+Added: Our backlog generally consists of uncompleted work on contracts in progress and projects 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.
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Our competitors typically range from small, family-owned companies focused on a single material, product or market to multinational corporations that offer a wide array of construction materials, products and paving and related services.
−Removed: Factors influencing our competitiveness include price, estimating abilities, knowledge of local markets and conditions, project management, financial strength, reputation for quality, aggregate materials
−Removed: availability and machinery and equipment.
+Added: Factors influencing our competitiveness include price, estimating abilities, knowledge of local markets and conditions, project management, financial strength, reputation for quality, aggregate materials availability and machinery and equipment.
We believe that we are well-positioned to compete effectively in the markets in which we operate.
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• the imposition of substantial liabilities for pollution resulting from our operations.
−Removed: Such federal laws include, but are not limited to, (i) the Federal Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, the Pollution Prevention Act and the Comprehensive Environmental Response, Compensation and Liability Act, governing solid and hazardous waste management, (ii) the Clean Air Act, the Clean Water Act and the Safe Drinking Water Act, protecting air and water resources, and (iii) the Emergency Planning and Community Right-to-Know Act and Toxic Substances Control Act, governing the management of hazardous materials, (iv) the federal Mine Safety and Health Act of 1977, requiring certain disclosures of mining-related health and safety violations, orders, citations, assessments, legal actions, and mining-related fatalities, and (v) the Occupational Safety and Health Act, governing working conditions for workers, in addition to analogous state laws.
+Added: Such federal laws include, but are not limited to, (i) the Federal Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, the Pollution Prevention Act and the Comprehensive Environmental Response, Compensation and Liability Act, governing solid and hazardous waste management, (ii) the Clean Air Act, the Clean Water Act and the Safe Drinking Water Act, protecting air and water resources, (iii) the Emergency Planning and Community Right-to-Know Act and Toxic Substances Control Act, governing the management of hazardous materials, (iv) the Mine Safety and Health Act of 1977, requiring certain disclosures of mining-related health and safety violations, orders, citations, assessments, legal actions, and mining-related fatalities, and (v) the Occupational Safety and Health Act, governing working conditions for workers, in addition to analogous state laws.
Numerous governmental authorities, such as the Environmental Protection Agency and corresponding state agencies, have the power to enforce compliance with these laws and regulations and the permits issued under them.
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In addition, we may experience delays in obtaining, or be unable to obtain, required permits, which may delay or interrupt our operations and limit our growth and revenue.
−Removed: Certain environmental laws impose strict liability (i.e., no showing of “fault” is required) as well as joint and several liability for costs required to remediate and restore sites where hazardous substances, hydrocarbons or solid wastes have been disposed, stored or released.
−Removed: We may be required to remediate contaminated properties currently or formerly owned or operated by us or at which we have disposed of materials, regardless of whether such contamination resulted from the conduct of others or from the consequences of our
−Removed: own actions that complied with applicable laws at the time those actions were taken.
+Added: Certain environmental laws impose strict liability (i.e., no showing of “fault” is required) as well as joint and several liability for costs required to remediate and restore sites where hazardous substances, hydrocarbons or solid wastes have been disposed, stored or released and to compensate for associated damages to natural resources.
+Added: We may be required to remediate contaminated properties currently or formerly owned or operated by us or at which we have disposed of materials, regardless of whether such contamination resulted from the conduct of others or from the consequences of our own actions that complied with applicable laws at the time those actions were taken.
In connection with certain acquisitions, we could assume, or be required to provide indemnification against, environmental liabilities that could expose us to material losses.
Furthermore, the existence of contamination at properties we own, lease or operate could result in increased operational costs or restrictions on our ability to use those properties as intended, including for mining purposes.
−Removed: In certain instances, citizen groups also have the ability to bring legal proceedings against us if we are not in compliance with environmental laws, or to challenge our ability to receive environmental permits that we need to operate.
+Added: In certain instances, citizen groups also have the ability to bring legal proceedings against us if we are not in compliance with environmental laws, or to challenge the issuance of environmental permits that we need to operate.
In addition, claims for damages to persons or property, including natural resources, may result from the environmental, health and safety impacts of our operations.
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Moreover, public interest in the protection of the environment has increased dramatically in recent years.
−Removed: The trend of more expansive and stringent environmental legislation and regulations applied to the construction industry could continue, resulting in increased costs of doing business and consequently affecting profitability.
+Added: The trend of more expansive and stringent environmental legislation and regulations, especially at the state and local levels, applied to the construction industry could continue, resulting in increased costs of doing business and consequently affecting profitability.
We have incurred, and may in the future incur, significant capital and operating expenditures to comply with such laws and regulations.
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During fiscal year 2025, the number of hourly employees ranged from 3,595 to 4,773 employees and averaged 4,184 employees.
−Removed: As of November 20, 2024, after giving effect to the Lone Star Acquisition, we employed 1,484 salaried employees and 4,218 hourly employees.
−Removed: We are not subject to any collective bargaining agreements with respect to any of our employees.
−Removed: We believe that we have strong relationships with our employees.
+Added: We are not subject to any collective bargaining agreements with respect to any of our employees and believe that our relationships with our employees are strong.
Our business depends on a readily available supply of management, supervisory and field personnel.
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Nonetheless, we continue to face competition for experienced workers in all of our markets.
−Removed: We place a great emphasis on the safety of the public, our customers and our employees.
+Added: We place great emphasis on the safety of the public, our customers and our employees.
To that end, we conduct extensive safety training programs, which have allowed us to maintain a high safety level at our worksites.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.