What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-11-25 compared with 2024-11-25 · 226 added, 172 removed, 1211 unchanged (25% of the section changed)

25 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee of the board of directors and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee of the board of directors and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition – Revenue Recognized Over Time Under Uncompleted Long-Term Construction Contracts

As described in Note 6 to the financial statements, the Company has recognized $2,496,230,000 of costs and estimated earnings to date on uncompleted contracts at September 30, 2024.

As described in Note 6 to the financial statements, the Company has recognized $3,292,915,000 of costs and estimated earnings to date on uncompleted contracts as of September 30, 2025.

As described in Note 1 to the financial statements, the Company recognizes revenue derived from long-term construction contracts over time as the Company satisfies the single performance obligation for each construction contract.

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Recognition of revenue under uncompleted long-term construction contracts requires significant judgment by management, including measuring progress towards completion of the contract by estimating total costs expected to be incurred to complete the performance obligation of a contract.

We have identified the revenue recognized under long-term construction contracts that were uncompleted at September 30, 2024 as a critical audit matter because of the significant assumptions management makes in determining the amount of revenue to recognize prior to completion of the performance obligation of a contract.

Auditing management’s judgments related to measuring progress towards completion of the Company’s long-term construction contracts through estimating total costs expected to be incurred to complete the performance obligation of the long-term contracts involved a high degree of auditor judgment and increased audit effort.

Our audit procedures related to revenue recognized under uncompleted long-term construction contracts included the following, among others:

• We obtained an understanding of the relevant controls related to revenue recognized under long-term construction contracts and tested such controls for design and implementation, as well as operating effectiveness, including management’s controls over the estimation of total contract costs to be incurred in order to complete the performance obligation of uncompleted contracts.

We have identified the revenue recognized under long-term construction contracts that were uncompleted as of September 30, 2025, as a critical audit matter because of the significant assumptions management makes in determining the amount of revenue to recognize prior to completion of the performance obligation of a contract.

Our audit procedures related to revenue recognized under uncompleted long-term construction contracts as of September 30, 2025 included the following, among others:

• We obtained an understanding of the relevant controls related to revenue recognized under long-term

construction contracts and tested such controls for design and operating effectiveness, including

management’s controls over the estimation of total contract costs to be incurred in order to complete

the performance obligation of uncompleted contracts.

• We selected a sample of long-term construction contracts, and we performed the following:

– Compared the current year costs incurred to prior year estimates of costs to complete, which involved comparing projects completed during the fiscal year with the estimates made as of the previous balance sheet date to evaluate management’s ability to accurately estimate costs to complete the performance obligation of its long-term construction contracts.

◦ Analyzed the estimated cost to complete and gross margins for uncompleted contracts by comparing the Company’s three-year historical average gross margins by customer type to the estimated margin for uncompleted contracts at September 30, 2024.

– Analyzed the estimated costs to complete and gross margins for uncompleted contracts by comparing the Company’s historical average gross margins by customer type to the estimated margin for uncompleted contracts as of September 30, 2025.

– Inquired with individuals outside of the accounting function, including project management teams and individuals responsible for oversight and satisfaction of the performance obligation, to obtain corroborating evidence regarding estimates of costs to complete and estimated gross margins on uncompleted contracts.

• Compared the costs and estimated earnings during the month immediately subsequent to the fiscal year end to costs and estimated earnings to date on uncompleted contracts at September 30, 2024,and, on a sample basis, inquired with individuals responsible for oversight and satisfaction of the performance obligation in the contracts in order to obtain corroborating evidence regarding estimated earnings on uncompleted contracts.

– Compared the costs and estimated earnings during the month immediately subsequent to the fiscal year end to costs and estimated earnings to date on uncompleted contracts as of September 30, 2025, and, on a sample basis, inquired with individuals responsible for oversight and satisfaction of the performance obligation in the contracts in order to obtain corroborating evidence regarding estimated earnings on uncompleted contracts.

Valuation of Certain Mineral Reserve Assets Acquired in a Business Combination

As described in Note 4 to the financial statements, the Company completed the acquisition of Lone Star Paving on November 1, 2024, for total consideration of $977.2 million.

The Company accounted for this transaction under the acquisition method of accounting for business combinations.

Accordingly, the consideration transferred was allocated to the assets acquired and liabilities assumed based primarily on their respective fair values, including identified property, plant and equipment of $392.4 million, which included mineral reserve assets of $131.9 million.

The Company estimated the fair value of these mineral reserve assets using an income approach, which required management to make significant assumptions in order to estimate future cash flows.

We identified the valuation of certain mineral reserve assets acquired in the Lone Star Paving acquisition as a critical audit matter because of the significant estimates and assumptions management used in determining their fair value, including forecasts of revenue and margin and the selection of a discount rate.

Auditing management’s assumptions involved a high degree of auditor judgment and an increase in audit effort, including the use of our valuation specialists, due to the impact these assumptions could have on the accounting estimate.

Our audit procedures related to the valuation of certain mineral reserve assets acquired in the Lone Star Paving acquisition included the following, among others:

• We read the purchase and sale agreement to understand and evaluate the terms of the acquisition.

• We obtained an understanding of the relevant controls related to the valuation of mineral reserve assets and tested such controls for design and operating effectiveness, including management’s controls over the estimates of future revenues and margin and the selection of a discount rate.

• We evaluated the reasonableness of the significant assumptions used by management related to forecasted revenues and margin and the discount rate.

Evaluating management's assumptions related to forecasted revenues and margin involved considering the current and past performance of the acquired business.

• We tested the underlying data used by management to estimate the fair value of the mineral reserve assets for accuracy and completeness.

• We utilized our valuation specialists to assist in the following procedures, among others:

– Evaluating the appropriateness of the valuation models and methods used by management to estimate the fair value of the mineral reserve assets and testing their mathematical accuracy.

– Testing the market data used by management to estimate the forecasts of future pricing by independently obtaining such data from market sources and comparing it to the data used by management.

– Developing a market participant discount rate using publicly available market data and comparing that to the discount rate selected by management.

/s/ RSM US LLP

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Opinion on the Internal Control Over Financial Reporting

We have audited Construction Partners, Inc., and its subsidiaries’ (the Company) internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

We have audited Construction Partners, Inc.

and its subsidiaries’ (the Company) internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control—Integrated

Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of September 30, 2025 and 2024, the related consolidated statements of comprehensive income, stockholders’ equity and cash flows, for each of the three years in the period ended September 30, 2025, and the related notes to the consolidated financial statements, and our report dated November 24, 2025 expressed an unqualified opinion.

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federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audits included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

We believe that our audits provide a reasonable basis for our opinion.

Under guidelines established by the SEC, reporting companies are permitted to exclude certain acquisitions from their first assessment of internal control over financial reporting following the acquisition date.

In connection with its evaluation of the effectiveness of our internal controls over financial reporting as of September 30, 2025, management excluded from its assessment (i) Asphalt Inc., LLC d/ b/a Lone Star Paving, acquired on November 1, 2024, (ii) Overland Corporation, acquired on January 2, 2025, (iii) PRI of East Tennessee, Inc., acquired on May 1, 2025, and (iv) Durwood Greene Construction Co.

and G&S Asphalt, Inc.

d/b/a American Materials, Inc., acquired on August 1, 2025.

Total revenues of 22% for the fiscal year ended September 30, 2025, were excluded from management’s assessment at September 30, 2025.

These businesses will be included in management’s assessment of the effectiveness of internal controls over financial reporting as of September 30, 2026.

Definition and Limitations of Internal Control Over Financial Reporting

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( 34,589 ) ( 11,490 )

Treasury stock, Class B common stock, par value $ 0.001 , at cost, 2,922,952 shares at September 30, 2024 and 2023

Treasury stock, Class B common stock, par value $ 0.001 , at cost, 2,925,605 shares at September 30, 2025 and 2,922,952 shares at September 30, 2024

( 16,046 ) ( 15,603 )

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General and administrative expenses ( 199,290 ) ( 147,607 ) ( 126,505 )

Acquisition-related expenses ( 25,903 ) ( 3,890 ) ( 442 )

Gain on sale of property, plant and equipment 10,911 4,483 7,048

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Interest expense, net ( 90,358 ) ( 19,071 ) ( 17,346 )

Other (expense) income ( 70 ) 875 600

Other income (expense) 86 ( 70 ) 875

Income before provision for income taxes and earnings from investment

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Purchase of treasury stock — — — — — ( 11,312 ) — — — ( 11,312 )

Other comprehensive income — — — — — — — 1,074 — 1,074

Other comprehensive (loss) — — — — — — — ( 11,192 ) — ( 11,192 )

Net income — — — — — — — — 68,935 68,935

2 unchanged sentences

Issuance of stock awards 470,907 — 109,000 — — — — — — —

Issuance of common stock 3,000,000 3 — — 236,247 — — — — 236,250

Share-based compensation expense — — — — 26,867 — — — — 26,867

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Amortization of deferred debt issuance costs 3,833 362 299

Unrealized loss (gain) on derivative instruments 184 342 ( 382 )

Provision (recovery) for bad debt 491 456 ( 947 )

Unrealized loss on derivative instruments — 184 342

Provision for bad debt 478 491 456

Gain on sale of property, plant and equipment ( 10,911 ) ( 4,483 ) ( 7,048 )

2 unchanged sentences

Share-based compensation expense 37,005 14,412 10,759

Loss (earnings) from investment in joint venture 3 — 21

Loss from investment in joint venture 12 3 —

Deferred income taxes 27,461 22,681 11,165

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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, 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.

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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 judgement 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.

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.

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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.

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2025 2024 2023

Alabama Department of Transportation * * 10.0 %

Florida Department of Transportation * 13.6 % 10.7 %

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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, liquid asphalt and ready-mix concrete, to third-party public and private customers pursuant to contracts with those 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.

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No material adjustments to a contract were noted in the fiscal years ended September 30, 2025, 2024 or 2023.

Management believes the Company maintains reasonable estimates based on prior experience;

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.

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These investments are adjusted to fair value at each balance sheet date and are considered Level 2 fair value measurements.

As of September 30, 2024, the Company also had a Term Loan A and a Revolving Credit Facility, each as defined and described in Note 11 - Debt.

As of September 30, 2025, the Company also had Term Loans and a Revolving Credit Facility, each as defined and described in Note 11 - 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 September 30, 2025 and 2024.

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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 and expected profit margins, net of capital requirements.

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.

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Segment Reporting and Reporting Units

As of September 30, 2024, the Company operated in Alabama, Florida, Georgia, North Carolina, South Carolina and Tennessee through its wholly-owned subsidiaries.

As of September 30, 2025, the Company operated in Alabama, Florida, Georgia, North Carolina, Oklahoma, South Carolina, Tennessee and Texas through its wholly-owned subsidiaries.

Each of the Company’s platform operating companies engages in essentially the same business, which consists primarily of infrastructure and road construction.

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In particular, management assessed the discrete financial information routinely reviewed by the Company’s chief operating decision maker (“CODM”), its Chief Executive Officer, to monitor the Company’s operating performance and support decisions regarding allocation of resources to its operations.

Specifically, performance is continuously monitored at the consolidated level and as necessary at the individual contract level to timely identify deviations from expected results.

Resource allocations are based on the capacity of the Company’s operating facilities to pursue new project opportunities, including reallocation of assets that are underutilized from time to time at a certain operating facility to another operating facility where additional resources might be required to fully meet demand.

Other factors further supporting this conclusion include substantial similarities throughout all of the Company’s operations with respect to services provided, type of customers, sourcing of materials and manufacturing and delivery methodologies.

Management further determined that, based on their economic similarities, the Company’s operating subsidiaries, representing components, should be aggregated into one reporting unit for purposes of assessing potential impairment of goodwill in accordance with ASC Topic 350, Intangibles — Goodwill and Other .

The CODM assesses segment performance and determines annual budgeting and forecasting using net income, which is reported in the Company’s Consolidated Statements of Comprehensive Income.

The key expenses analyzed by the CODM include cost of revenues, general and administrative expenses, acquisition-related expenses and interest expense, net, which are disclosed in the Company's Consolidated Statements of Comprehensive Income.

The measure of segment assets is reported in the Company's Consolidated Balance Sheets.

Specifically, performance is continuously monitored at the consolidated and, as necessary, the individual contract level to timely identify deviations from expected results.

Resource allocations are based on the capacity of the Company’s operating facilities to pursue new project opportunities, including reallocation of underutilized assets from time to time from one operating facility to another where additional resources might be required to fully meet demand.

Other factors further supporting this conclusion include substantial

similarities throughout all of the Company’s operations with respect to services provided, type of customers, sourcing of materials and manufacturing and delivery methodologies.

Management further determined that, based on their economic similarities, the Company’s wholly-owned subsidiaries, representing components, should be aggregated into one reporting unit for purposes of assessing potential impairment of goodwill in accordance with ASC Topic 350, Intangibles — Goodwill and Other .

These legal entities represent acquisitions that occurred over time pursuant to the Company’s strategic growth strategy.

Each operating subsidiary is managed by its president, who has primary responsibility for the

respective operating subsidiary.

These presidents are directly accountable to the CODM and maintain regular contact with the CODM as a team to discuss operating activities, financial results, forecasts, and operating plans for the Company’s single operating segment.

Each operating subsidiary is managed by a regional president, who has primary responsibility for the respective operating subsidiary.

These regional presidents are directly accountable to the CODM and maintain regular contact with the CODM as a team to discuss operating activities, financial results, forecasts, and operating plans for the Company’s single operating segment.

Goodwill and Other Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of net assets acquired and liabilities assumed in business combinations.

Other intangible assets consist of an indefinite-lived trade name license in connection with a business acquired, and finite-lived assets, including a non-compete agreement, customer relationships and construction backlog, each acquired in business acquisitions.

Goodwill and indefinite-lived intangible assets are not amortized, but are reviewed for impairment at least annually, or more frequently when events or changes in circumstances indicate that the carrying value may not be recoverable.

In addition, management evaluates whether events and circumstances continue to support an indefinite useful life.

Other intangible assets consist of finite-lived assets, including a non-compete agreement, trade name license, customer relationships and construction backlog, each acquired in business acquisitions.

Goodwill is not amortized, but is reviewed for impairment at least annually, or more frequently when events or changes in circumstances indicate that the carrying value may not be recoverable.

Judgments regarding indicators of potential impairment are based on market conditions and operational performance of the business.

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The second step requires comparing the carrying value of a reporting unit, including goodwill, to its fair value, typically using the multiple period discounting method under the income approach and market approach.

The income approach uses a discounted cash flow model, which involves significant estimates and assumptions, including preparation of revenues and profitability growth forecasts, selection of a discount rate, and selection of a terminal year multiple, to estimate fair value.

The income approach uses a discounted cash flow model, which includes the preparation of revenues and profitability growth forecasts, selection of a discount rate, and selection of a terminal year multiple, to estimate fair value.

The market approach could include applying a control premium to the market price of the Company’s common stock or utilizing guideline public company multiples.

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Accordingly, no further analysis was required or performed.

Management also annually assesses the carrying value of the Company’s indefinite-lived intangible assets other than goodwill on the first day of the fiscal fourth quarter.

The Company performed a qualitative impairment assessment of its indefinite-lived trade name licenses.

The qualitative assessment did not identify indicators of impairment, and it was determined that more likely than not the indefinite-lived trade name license fair value was more than its carrying amount.

Accordingly, no further analysis was required or performed.

Deferred Financing Costs

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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.

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.

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Capitalized pre-production stripping costs are depleted in accordance with the units-of-production method as aggregates are extracted, once the mine is no longer in the development stage.

Pre-production stripping costs included in property, plant and equipment were $ 1.7 million and $ 0.8 million, respectively, as of September 30, 2024 and 2023.

Pre-production stripping costs included in property, plant and equipment was $ 1.7 million as of both September 30, 2025 and 2024.

Stripping costs incurred during the production phase of a mine are variable production costs and are included in the costs of the inventory produced during the period that the stripping costs are incurred.

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If the ARO is settled for an amount other than the carrying amount of the liability, the Company recognizes a gain or loss on settlement.

The Company reviews, on an annual basis, unless otherwise deemed necessary, the asset retirement obligation at each mine site in accordance with ASC guidance for accounting for reclamation obligations.

The Company reviews, on an annual basis, unless otherwise deemed necessary, the ARO at each mine site in accordance with ASC guidance for accounting for reclamation obligations.

To determine the fair value of the AROs, the Company estimates the cost for a third party to perform the legally required reclamation activities including a reasonable profit margin.

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The cumulative impact of measurement period adjustments on depreciation, amortization and other income statement items are recognized in the period the adjustment is determined.

Reclassifications

Certain amounts in prior periods have been reclassified to conform to the current period presentation.

These reclassifications had no effect on previously reported net income.

Note 3 - Accounting Standards

Recently Adopted Accounting Pronouncements

The Company monitors all Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”) 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.

Accounting Standards Pending Adoption

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting - Improvements to Reportable Segment Disclosures,” which requires enhanced disclosures related to significant segment expenses and a description of how the chief operating decision maker utilizes segment operating profit or loss to assess segment performance.

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued ASU 2023-07, “Segment Reporting - Improvements to Reportable Segment Disclosures,” which requires enhanced disclosures related to significant segment expenses and a description of how the CODM utilizes segment operating profit or loss to assess segment performance.

The new standard is effective for fiscal years beginning after December 15, 2023 and is to be applied retrospectively.

The Company does not expect ASU 2023-07 to have a material impact on the Company’s financial statements and disclosures.

The Company adopted this ASU retrospectively for the fiscal year ended September 30, 2025.

Accounting Standards Pending Adoption

In December 2023, the FASB issued ASU 2023-09, “Income Taxes - Improvements to Income Tax Disclosures,” which requires disclosure of specific categories and disaggregation of information in the rate reconciliation table and expands disclosures related to income taxes paid.

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The Company does not expect ASU 2023-09 to have a material impact on the Company’s financial statements and disclosures.

In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses,” which requires disclosure of additional information about certain expenses in the notes to the financial statements.

The new standard is effective for fiscal years beginning after December 15, 2026 and is to be applied prospectively.

The Company does not expect ASU 2024-03 to have a material impact on the Company’s financial statements and disclosures.

Note 4 - Business Acquisitions

During the fiscal year ended September 30, 2025, the Company and its subsidiaries made the following business acquisitions:

On October 2, 2023, the Company acquired substantially all of the assets of Hubbard Paving & Grading, Inc., an asphalt and paving company headquartered in Walhalla, South Carolina, for $ 3.0 million.

This transaction added an HMA plant and expanded the Company’s service capabilities in the Upstate region of South Carolina.

On November 1, 2023, the Company acquired three HMA plants and certain related assets from Reeves Construction Company for $ 18.3 million.

This transaction added HMA plants in Concord, North Carolina and Rock Hill and McConnells, South Carolina.

On December 29, 2023, the Company acquired all of the issued and outstanding membership interests of SJ&L General Contractor, LLC (“SJ&L”), an HMA and sitework company headquartered in Huntsville, Alabama, for $ 57.1 million.

This transaction expanded the Company’s service capabilities in the Huntsville, Alabama metro area.

In connection with this acquisition, the Company issued awards under the 2018 Equity Incentive Plan (defined below) to a certain key former employee of SJ&L who became a consultant to the Company consisting of 22,791 shares of restricted Class A common stock having an aggregate grant date fair value of $ 1.0 million.

The Company also entered into a five-year non-compete agreement with a key former employee of SJ&L who became an employee of the Company providing for cash payments totaling $ 1.9 million, payable in ten equal payments on each six-month anniversary of the closing of the acquisition.

On January 2, 2024, the Company acquired substantially all of the assets of Littlefield Construction Company, a soil base, surface treatment and sitework company headquartered in Waycross, Georgia, for $ 6.5 million.

This transaction expanded the Company’s service capabilities in the Waycross, Georgia area.

On May 1, 2024, the Company acquired certain assets of Sunbelt Asphalt Surfaces, Inc.

(“Sunbelt Asphalt”), an asphalt paving company headquartered in Auburn, Georgia, for $ 29.2 million.

The transaction added an HMA plant and a greenfield plant site in northeastern Georgia.

In connection with this acquisition, the Company issued awards under the 2018 Equity Incentive Plan (defined below) to certain key former employees of Sunbelt Asphalt who became employees of the Company consisting of (i) 30,000 shares of restricted Class A common stock having an aggregate grant date fair value of $ 1.5 million and (ii) performance stock awards representing a target of 30,000 shares of Class A common stock having an aggregate grant date fair value of $ 1.5 million.

On June 3, 2024, the Company acquired substantially all of the assets of Hudson Paving, Inc., an asphalt and paving company headquartered in Rockingham, North Carolina, for $ 19.1 million.

This transaction added an HMA plant and expanded the Company’s service capabilities in the Sandhills region of North Carolina.

On August 1, 2024, the Company acquired substantially all of the assets of Robinson Paving Company, headquartered in Columbus, Georgia, for $ 59.5 million.

This transaction added three HMA plants and expanded the Company’s service capabilities in Columbus, Georgia and surrounding areas.

On September 10, 2024, the Company acquired substantially all of the assets of John G.

Walton Construction Company, Inc., headquartered in Mobile, Alabama, for $ 38.9 million.

This transaction added an HMA plant and expanded the Company’s service capabilities in the greater Mobile and southwestern Alabama market area.

Texas Acquisition

On November 1, 2024, the Company 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 aggregates facilities, and one liquid asphalt terminal supporting its operations.

The aggregate consideration delivered at the closing of the Lone Star Acquisition consisted of (i) $ 659.0 million in cash (as adjusted pursuant to the purchase agreement) and (ii) 3,000,000 shares of Class A common stock having an aggregate fair market value of approximately $ 236.3 million at closing.

The cash paid at closing was funded from the proceeds of the Term Loan B (defined below).

In addition, the Company agreed to (i) pay cash to the selling unit holders in an amount equal to the working capital remaining in Lone Star Paving at closing in the amount of $ 81.5 million, 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 (ii) 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, which had not been received as of September 30, 2025 and expires December 31, 2025.

At September 30, 2025, $ 44.3 million was reflected on the Company’s Consolidated Balance Sheets within accrued expenses and other current liabilities, representing the estimated fair value of the remaining working capital payable.

Oklahoma Acquisition - Provisional

On January 2, 2025, the Company acquired all the outstanding capital stock of Overland Corporation (“Overland”), an asphalt manufacturing and paving company headquartered in Ardmore, Oklahoma, for $ 121.1 million, which was paid from available cash on hand and a draw from the Revolving Credit Facility.

The transaction established the Company’s first platform company in Oklahoma and added eight HMA plants across southern and western Oklahoma.

Overland also provides paving services in northern Texas.

Alabama Acquisition

On February 3, 2025, the Company acquired substantially all of the assets of Mobile Asphalt Company LLC (“Mobile Asphalt Company”), an asphalt manufacturing and paving company headquartered in Theodore, Alabama, for $ 54.6 million, which was paid from available cash on hand and a draw from the Revolving Credit Facility.

The transaction added five HMA plants and expanded the Company’s operations in the greater Mobile and southwestern Alabama market areas.

Tennessee Acquisition - Provisional

On May 1, 2025, the Company acquired all the outstanding capital stock of PRI of East Tennessee, Inc., an asphalt manufacturing and construction business headquartered in Knoxville, Tennessee, and Pavement Restorations, Inc., a pavement preservation business headquartered in Milan, Tennessee (collectively, “PRI”) for a total of $ 96.1 million, which was paid from available cash on hand and a draw from the Revolving Credit Facility.

The transaction established the Company’s first platform company in Tennessee, with operations including an HMA plant and related crews and equipment serving northeastern Tennessee and a specialized pavement preservation and sitework business serving multiple southeastern states.

Texas Acquisition - Provisional

On August 1, 2025, the Company acquired all the outstanding capital stock of Durwood Greene Construction Co.

and G&S Asphalt, Inc.

d/b/a American Materials, Inc.

(collectively, “Durwood Greene”), an asphalt manufacturing and construction business headquartered in Stafford, Texas, for $ 192.5 million, which was paid from available cash on hand and a draw from the Revolving Credit Facility.

The transaction expanded the Company’s operations in Texas, adding three HMA plants and related crews and equipment serving the Houston, Texas metropolitan area.

The stock purchase agreement includes an earn-out provision that requires the Company to pay up to $ 20.0 million to the former owners of Durwood Greene based upon the extent of the acquired business’s achievement of certain annual Adjusted EBITDA targets for a five -year period ending September 30, 2030.

No payment will be made if the Adjusted EBITDA targets are not achieved at a specified threshold level.

At September 30, 2025, the earn-out was valued at $ 10.7 million, which is reflected as “Other long-term liabilities” on the Company’s Consolidated Balance Sheets.

The stock purchase agreement also required prepayment of various expenses in the amount of $ 15.0 million, which has been included in investing activities in the Consolidated Statements of Cash Flows for the fiscal year ended September 30, 2025.

Combined Acquisitions During the Fiscal Year Ended September 30, 2025

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The Company consulted with independent third parties to assist in the valuation process.

Total consideration transferred for these eight acquisitions was $ 231.7 million as of September 30, 2024.

Total consideration transferred for these five acquisitions was $ 1.5 billion as of September 30, 2025.

Identifiable assets acquired and liabilities assumed were recorded at their estimated fair values based on the methodologies described under Business Acquisitions 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 goodwill in the aggregate amount of $ 71.0 million for these eight acquisitions, which is deductible for income tax purposes.

The amount of the purchase price exceeding the net fair value of identifiable assets acquired and liabilities assumed was recorded as goodwill in the aggregate amount of $ 709.3 million for these five acquisitions, which is deductible for income tax purposes.

Goodwill primarily represents the assembled workforce and synergies expected to result from the acquisitions.

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The following table summarizes the consideration for the aforementioned acquisitions and the amounts of identified assets acquired and liabilities assumed as of September 30, 2025 (in thousands):

Acquisitions (Final) SJ&L General Contractor, LLC Acquisition (Provisional) Sunbelt Asphalt Surfaces, Inc.

Acquisition (Provisional) Hudson Paving, Inc.

Acquisition (Provisional) Robinson Paving Company Acquisition (Provisional) John G.

Walton Construction Company, Inc.

Acquisition (Provisional) Total

Lone Star Paving Overland (Provisional) Mobile Asphalt Company PRI (Provisional) Durwood Greene (Provisional) Total

Cash and cash equivalents $ 15,168 $ 2,426 $ — $ 1,439 $ 6,691 $ 25,724

Contracts receivable including retainage 96,740 5,658 6,071 12,584 23,426 144,479

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Operating lease right-of-use assets 2,006 33 2,924 176 111 5,250

Deferred tax assets 36 1,820 — — — — 1,856

Intangible assets 47,200 4,350 — 2,000 10,200 63,750

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Operating lease liabilities 1,949 33 2,924 — 123 5,029

Other long-term liabilities ( 418 ) — — — — — ( 418 )

Total liabilities 53,626 9,007 5,690 5,503 13,219 87,045

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Total cash consideration transferred 696,692 121,057 54,638 96,057 192,533 1,160,977

Fair value of Class A common stock transferred 236,250 — — — — 236,250

Earn-out payable — — — — 10,734 10,734

Total consideration (receivable) payable 44,265 ( 1,308 ) — 574 3,206 46,737

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(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, 2023 and consistently applied to the Company’s depreciation and depletion methodologies.

(c) Include interest expense under the Revolving Credit Facility, as if the funds borrowed to finance the purchase price were borrowed on October 1, 2022.

(c) Include interest expense under the Term Loan B and Revolving Credit Facility, as if the funds borrowed to finance the purchase price were borrowed on October 1, 2023.

Interest expense calculations further assume that no principal payments were made during the period from October 1, 2023 through September 30, 2025, and that the interest rate in effect on the date the Company made the acquisitions was in effect for the period from October 1, 2023 through September 30, 2025.

(d) Exclude acquisition-related expenses from the fiscal year ended September 30, 2025, as though such expenses were incurred prior to the pro forma acquisition date of October 1, 2023.

Pro forma information is presented for informational purposes and may not be indicative of revenue or net income that would have been achieved if these acquisitions had occurred on October 1, 2022.

Pro forma information is presented for informational purposes and may not be indicative of revenues or net income that would have been achieved if these acquisitions had occurred on October 1, 2023.

Combined Acquisitions During the Fiscal Year Ended September 30, 2024

The following table summarizes the finalized consideration for the combined acquisitions during the fiscal year ended September 30, 2024, and the amounts of identified assets acquired and liabilities assumed (in thousands):

Provisional amounts as of September 30, 2023 Finalized amounts as of September 30, 2024

Provisional Amounts as of

September 30, 2024 Finalized Amounts

September 30, 2025

Cash and cash equivalents $ — $ —

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Mineral reserves, net of accumulated depletion, as of September 30, 2025 and 2024 were $ 190.7 million and $ 62.1 million, respectively.

These amounts include $ 1.4 million and $ 1.5 million of asset retirement obligation assets, net of accumulated depletion associated with active mining operations as of September 30, 2024 and 2023, respectively, and $ 1.7 million and $ 0.8 million of capitalized stripping costs, net of accumulated depletion associated with development stage mining operations as of September 30, 2024 and 2023, respectively.

These amounts include $ 1.4 million of ARO assets, net of accumulated depletion associated with active mining operations as of September 30, 2025 and 2024, respectively, and $ 1.7 million of capitalized stripping costs, net of accumulated depletion associated with development stage mining operations as of September 30, 2025 and 2024, respectively.

Note 9 - Goodwill and Other Intangible Assets

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Additions 70,954

Dispositions ( 2,383 )

Measurement period adjustments 1,432

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Amortization Net Book

Indefinite-lived:

Trade name licenses Indefinite $ 5,300 N/A $ 5,300 $ 5,300 N/A $ 5,300

Finite-lived:

Trade name licenses 18 years 22,470 ( 1,135 ) 21,335 5,300 — 5,300

Customer relationship 13 years 59,403 ( 7,478 ) 51,925 15,673 ( 3,806 ) 11,867

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Total intangible assets $ 90,323 $ ( 11,093 ) $ 79,230 $ 26,643 $ ( 6,094 ) $ 20,549

The change in gross value of other intangible assets as of September 30, 2024 compared to September 30, 2023 is attributable to $ 3.2 million of business acquisitions (see Note 4 - Business Acquisitions) completed during the fiscal year ended September 30, 2024, and the weighted average life of the acquired intangible assets is six years .

The change in gross value of other intangible assets as of September 30, 2025 compared to September 30, 2024 is primarily attributable to $ 63.8 million of business acquisitions (see Note 4 - Business Acquisitions) completed during the fiscal year ended September 30, 2025, and the weighted average life of the acquired intangible assets is fourteen years .

Total amortization expense related to finite-lived intangible assets was $ 5.0 million, $ 2.2 million and $ 2.4 million for the fiscal years ended September 30, 2025, 2024 and 2023, respectively.

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Term Loan A $ 592,500 $ 392,188

Term Loan B 843,625 —

Revolving Credit Facility 190,000 122,850

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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 (i) term loans in the aggregate principal amount of $ 375.0 million (consisting of an initial aggregate principal amount of $ 250.0 million (the “Initial Term Loan A”) and a subsequent term loan in the principal amount of $ 125.0 million (the “Incremental Term Loan A,” and collectively, the “Term Loan A”)), (ii) a revolving credit facility in an aggregate principal amount of up to $ 400.0 million (the “Revolving Credit Facility”) and (iii) a delayed draw term loan facility, the availability under which facility terminated as of December 31, 2023, in the aggregate principal amount of up to $ 50.0 million (the “Delayed Draw Term Loan”).

The Company incurred debt issuance costs of $ 0.8 million related to an amendment to the Term Loan A / Revolver Credit Agreement entered into on May 29, 2024, which are included as part of “Long-term debt, net of current maturities and deferred issuance costs” on the September 30, 2024 Consolidated Balance Sheets.

All outstanding advances under the Term Loan A and Revolving Credit Facility are due and payable in full on June 30, 2027 (the “Maturity Date”).

The Initial Term Loan A (commencing on September 30, 2022) and the Incremental Term Loan A (commencing on May 29, 2024) amortize 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 following 11 quarter-end payment dates;

(b) 1.875 % of the original principal amount on each of the next eight quarter-end payment dates;

and (c) all remaining principal on the Maturity Date.

The annual interest rates applicable to advances are calculated, at the Company’s option, by using either a base rate, Term SOFR plus 0.10 % or (solely with respect to the Revolving Credit Facility) Daily Simple SOFR plus 0.10 %, in each case, plus an applicable margin percentage that corresponds to the Company’s consolidated net leverage ratio.

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), 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 first priority security interest in substantially all of the assets of the Company and each of its subsidiaries.

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 September 30, 2025 and 2024 , there was $ 592.5 million and $ 392.2 million, respectively, of principal outstanding under the Term Loan A, $ 190.0 million and $ 122.9 million, respectively, of principal outstanding under the Revolving Credit Facility, and availability of $ 303.5 million and $ 268.8 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 fixed charge coverage ratio of 1.20 -to-1.00 and a maximum consolidated leverage ratio of 3.50 -to-1.00, subject to certain adjustments.

At September 30, 2024 and 2023, the Company’s fixed charge coverage ratio was 3.15 -to-1.00 and 2.56 -to-1.00, respectively, and the Company’s consolidated leverage ratio was 1.81 -to-1.00 and 1.72 -to-1.00, respectively.

At both September 30, 2024 and 2023, the Company was in compliance with all covenants under the Term Loan A / Revolver Credit Agreement.

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 September 30, 2025 and 2024, the Company’s consolidated interest coverage ratio was 5.76 -to-1.00 and 11.32 -to-1.00, respectively, and the Company’s consolidated net leverage ratio was 3.10 -to-1.00 and 1.81 -to-1.00, respectively.

At both September 30, 2025 and September 30, 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 September 30, 2025 and 2024, the aggregate notional value of these interest rate swap agreements was $ 300.0 million and the fair value was $ 7.9 million and $ 11.6 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 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”).

The Term Loan B proceeds were used to (i) finance the cash portion of the consideration for the Lone Star Acquisition, (ii) repay the Company’s outstanding borrowings under the Revolving Credit Facility, and (iii) pay fees and expenses incurred in connection with the foregoing debt financing transactions and the Lone Star Acquisition.

The obligations of the Company and its subsidiaries under the Term Loan B 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 A / Revolver 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 B 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 September 30, 2025 and 2024, there was $ 843.6 million and $ 0.0 million, respectively, of principal outstanding under the Term Loan B.

The scheduled contractual repayment terms of long-term debt at September 30, 2025 are as follows:

1 unchanged sentence

2026 $ 38,500

Thereafter 991,125

Total $ 1,626,125

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Amortization of deferred debt issuance costs included in interest expense was $ 3.8 million, $ 0.4 million and $ 0.3 million for the fiscal years ended September 30, 2025, 2024 and 2023, respectively.

Bridge Facility

In connection with the Lone Star Acquisition, the Company secured a bridge financing facility (the “Bridge Facility”).

No amounts were drawn under the Bridge Facility, which was terminated on November 1, 2024 upon securing permanent debt financing and closing the Lone Star Acquisition.

The Company incurred $ 3.1 million of fees associated with the Bridge Facility, which is included in interest expense, net on the accompanying Consolidated Statements of Comprehensive Income for the fiscal year ended September 30, 2025.

Note 12 - Equity

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As of September 30, 2025, there were 47,406,498 shares of Class A common stock and 8,538,165 shares of Class B common stock outstanding.

Issuance of Class A Common Stock

During the fiscal year ended September 30, 2025, the Company issued 3,000,000 shares of Class A common stock as partial consideration for the Lone Star Acquisition.

Additional information about the Lone Star Acquisition is set forth in Note 4 - Business Acquisitions.

Restricted Stock Awards

During the fiscal year ended September 30, 2024, the Company awarded a total of 165,471 shares of Class A common stock to certain members of Company management under the Construction Partners, Inc.

2018 Equity Incentive Plan (the “Equity Incentive Plan”).

Additional information about these transactions is set forth in Note 14 - Share-Based Compensation.

During the fiscal year ended September 30, 2025, the Company awarded to certain directors, officers, and employees a total of 333,995 shares of Class A common stock under the Construction Partners, Inc.

2018 Equity Incentive Plan (the “Equity Incentive Plan”) and 48,000 restricted shares of Class B common stock under the Construction Partners, Inc.

2024 Restricted Stock Plan (the “Restricted Stock Plan”).

The total includes 270,000 restricted shares of Class A common stock awarded to certain key employees of Lone Star Paving, Overland, Mobile Asphalt Company and PRI.

Additional information about these issuances is set forth in Note 14 - Share-Based Compensation.

Market-Based Restricted Stock Awards

During the fiscal year ended September 30, 2025, the Company issued a total of 79,000 shares of Class A common stock under the Equity Incentive Plan and 61,000 shares of Class B common stock under the Restricted Stock Plan for a transaction bonus related to the Lone Star Acquisition.

Additional information about these issuances is set forth in Note 14 - Share-Based Compensation.

Performance Stock Units

During the fiscal year ended September 30, 2025, the Company issued a total of 57,912 shares of Class A common stock in settlement of vested performance stock units (“PSUs”) previously granted 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.

Additional information about these issuances is set forth in Note 14 - Share-Based Compensation.

Treasury Stock

During the fiscal year ended September 30, 2024, the Company received a total of 33,772 shares of Class A 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.

During the fiscal year ended September 30, 2025, the Company received a total of 146,761 shares of Class A common stock and 2,653 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.

The Company received another 21,533 shares of Class A common stock through forfeitures of restricted stock awards by terminated employees.

On April 12, 2024, the Company’s Board of Directors authorized a stock repurchase program under which up to $ 40.0 million is available to purchase shares of the Company’s outstanding Class A common stock through September 30, 2025.

Shares of the Company’s 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.

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Note 14 - 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.

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 and January 2025.

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.

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At September 30, 2025, there were 901,350 shares of Class A common stock remaining available for issuance under the Equity Incentive Plan.

The Construction Partners, Inc.

2024 Restricted Stock Plan (the “Restricted Stock Plan”) was approved by the Company’s stockholders and adopted by the Company in March 2024.

The Restricted Stock Plan was approved by the Company’s stockholders and adopted by the Company in March 2024 and was amended in January 2025.

At that time, the Company reserved 2,000,000 shares of Class B common stock for issuance pursuant to awards granted thereunder.

At September 30, 2025, there were 1,891,000 shares of Class B common stock remaining available for issuance under the Restricted Stock Plan.

The following table summarizes the components of share-based compensation expense included in general and administrative expenses in the Consolidated Statements of Comprehensive Income during the fiscal years ended September 30, 2024, 2023 and 2022 (in thousands):

The following table summarizes the components of share-based compensation expense in the Consolidated Statements of Comprehensive Income during the fiscal years ended September 30, 2025, 2024 and 2023 (in thousands):

For the Fiscal Year Ended September 30,

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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.

The Company measures and recognizes share-based compensation expense, net of forfeitures, over the requisite vesting periods for all share-based payment awards made, and recognizes forfeitures as they occur.

Share-based compensation is included in general and administrative expenses in the Consolidated Statements of Comprehensive Income.

A summary of the changes in the Company’s restricted stock is as follows (in thousands, except share data):

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2025 2024 2023

RSUs Weighted Average Grant Date Fair Value Per RSU RSUs Weighted Average Grant Date Fair Value Per RSU RSUs Weighted Average Grant Date Fair Value Per RSU

Shares Weighted Average Grant Date Fair Value Per Share Shares Weighted Average Grant Date Fair Value Per Share Shares Weighted Average Grant Date Fair Value Per Share

Unvested shares, beginning balance 509,171 31.59 824,280 28.41 715,724 29.34

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Total 478,611

Market-Based Restricted Stock Awards - Equity Classified Awards

During fiscal year ended September 30, 2025, the Company issued and awarded market-based restricted stock awards representing a target of 79,000 Class A shares and 61,000 Class B shares to certain members of Company management, directors and employees under the Equity Incentive Plan and the Restricted Stock Plan, respectively, as transaction bonuses in connection with the Lone Star Acquisition.

The awards were issued upon the execution of the definitive agreement for the Lone Star Acquisition in October 2024 and vested upon the later to occur of (i) the closing of the Lone Star Acquisition and (ii) the achievement of certain market-based criteria.

Such awards vested on November 6, 2024.

These grants are classified as equity awards.

The aggregate grant date fair value of these restricted stock awards was $ 9.8 million.

During the fiscal year ended September 30, 2025 and 2024, the Company recorded compensation expense in connection with the market-based restricted stock awards in the amount of $ 9.8 million and $ 0.0 million , respectively, which is recorded in acquisition-related expenses in the Company’s Consolidated Statements of Comprehensive Income.

Performance Stock Units - Equity Classified Awards

Performance stock units (“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 of the Company’s Board of Directors.

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 of the Company’s Board of Directors.

The final number of shares of common stock issuable upon vesting of PSUs can range from 0 % to 150 % of the number of PSUs initially granted, depending on the level of achievement, as determined by the Compensation Committee of the Company’s Board of Directors.

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Other 5,072 3,846

Total deferred tax assets 26,344 10,857

Total gross deferred tax assets 57,192 26,344

Valuation Allowance — —

Net deferred tax assets 57,192 26,344

Deferred tax liabilities

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To the extent that management does not consider it more likely than not that a deferred tax asset will be recovered, a valuation allowance is established.

Income taxes payable have been reduced by fuel tax credits of $ 0.5 million and $ 0.3 million for the fiscal years ended September 30, 2024 and 2023, respectively.

Income taxes payable have been reduced by fuel tax credits of $ 0.5 million for the fiscal years ended September 30, 2025 and 2024.

The remaining amount of goodwill expected to be deductible for tax purposes was $ 867.9 million and $ 164.9 million at September 30, 2025 and 2024, respectively.

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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 September 30, 2024, $ 0.1 million and $ 0.1 million was reflected on the Company’s Consolidated Balance Sheets within other current assets and other assets, respectively, representing the remaining balances on this note receivable.

At September 30, 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 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 September 30, 2025, $ 0.1 million was reflected on the Company’s Consolidated Balance Sheets within other 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.

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September 30, 2024 Level 1 Level 2 Level 3

Commodity swap contracts $ — $ 204 $ —

Interest rate swaps $ — $ 11,646 $ —

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Total Assets $ — $ 29,666 $ —

Commodity swap contracts $ — $ 20 $ —

Total Liabilities $ — $ 20 $ —

The fair value of interest rate swap contracts 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.

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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.

Derivative liabilities are included within “Accrued expense and other current liabilities” and “Other long-term liabilities” on the Company’s Consolidated Balance Sheets.

Debt securities primarily consist of corporate bonds and U.S.

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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 fiscal years ended September 30, 2024, 2023 and 2022 and the fair value of these derivatives as of September 30, 2024 and 2023 (in thousands):

The Company was not a party to any commodity swap contracts at September 30, 2025 and 2024.

The following table represents the approximate amount of realized and unrealized gains (losses) and changes in fair value recognized in earnings on interest rate swap and commodity derivative contracts for the fiscal years ended September 30, 2025, 2024 and 2023 and the fair value of these derivatives as of September 30, 2025 and 2024 (in thousands):

For the Fiscal Year Ended September 30,

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Balance Sheet Classification 2025 2024

Prepaid expenses and other current assets - commodity swaps (2)

Other assets - interest rate swap (1)

11,646 26,909

Accrued expense and other current liabilities - commodity swaps (2)

Net unrealized gain position $ 7,916 $ 11,646

(1) Represents designated cash flow hedge of $ 7.9 million and $ 11.6 million as of September 30, 2025 and 2024, respectively.

(2) Represents derivatives not designated as hedges.

Note 22 - Other Comprehensive Income (Loss)

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Balance at end of year $ 25,880 $ 19,596

At September 30, 2024 and 2023, these amounts are reflected as “Accrued expenses and other current liabilities” and “Other long-term liabilities” on the Company’s Consolidated Balance Sheets.

At September 30, 2025 and 2024, $ 11.4 million is reflected in “Accrued expenses and other current liabilities” and $ 14.5 million is reflected in “Other long-term liabilities” on the Company’s Consolidated Balance Sheets.

Note 26 - Condensed Financial Statements of Parent Company

8 unchanged sentences

Property, plant and equipment, net 7,400 4,305

Operating lease right-of-use assets 1,575 —

Investment in subsidiaries 1,092,895 597,765

5 unchanged sentences

Accrued expenses and other current liabilities $ 50,334 $ 5,348

Current maturities of long-term debt — 886

Current portion of operating lease liabilities 345 —

Total current liabilities 50,679 5,348

2 unchanged sentences

Deferred income taxes, net 312 1,239

Long-term debt, net of current maturities and debt issuance costs — 14,736

Operating lease liabilities, net of current portion 1,262 —

Other long-term liabilities 5,928 1,787

11 unchanged sentences

( 34,589 ) ( 11,490 )

Treasury stock, Class B common stock, par value $ 0.001 , at cost, 2,922,952 shares at September 30, 2024 and 2023

Treasury stock, Class B common stock, par value $ 0.001 , at cost, 2,925,605 shares at September 30, 2025 and 2,922,952 shares at September 30, 2024

( 16,046 ) ( 15,603 )

Accumulated other comprehensive loss 7,502 18,694

Accumulated other comprehensive income, net 4,369 7,502

Retained earnings 416,991 315,210

41 unchanged sentences

Loss (gain) on sale of equipment ( 1,233 ) 4 —

Loss (gain) on derivative instruments — — ( 1,668 )

Share-based compensation expense 37,005 14,412 10,759

17 unchanged sentences

Principal payments on long-term debt — ( 100 ) ( 1,828 )

Proceeds from issuance of long-term debt, net of debt issuance costs and discount — — 54,527

Net cash (used in) provided by financing activities 118,561 16,759 30,159

11 unchanged sentences

Note 27 - Subsequent Events

Acquisition of Lone Star Paving

On November 1, 2024, the Company 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.

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.

Wheeler, in his capacity as the selling unit holders’ representative thereunder) and (ii) 3,000,000 shares of Class A common stock having an aggregate fair market value of approximately $ 238.9 million at closing.

In addition, the Company agreed to (i) 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 (ii) 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.

The cash paid at closing was funded from the proceeds of the Term Loan B (defined below).

The transaction will be accounted for as a business combination in accordance with Topic 805.

In connection with the acquisition, the Company issued awards under the Equity Incentive Plan to certain key employees of Lone Star Paving consisting of 180,000 shares of restricted Class A common stock having an aggregate grant date fair value of approximately $ 14.2 million.

Separately, the Company paid transaction bonuses to certain officers, directors, key contractors and employees of the Company consisting of approximately $ 2.7 million in cash, 85,000 restricted shares of Class A common stockissued under the Equity Incentive Plan having an aggregate grant date fair value of approximately $ 6.3 million, and 55,000 restricted shares of Class B common stock issued under the Restricted Stock Plan having an aggregate grant date fair value of approximately $ 4.1 million.

The restricted shares of Class A common stock and Class B common stock vested in full on November 6, 2024.

Term Loan B Credit Agreement

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”).

A portion of the proceeds of the Term Loan B was used to finance the cash portion of the consideration for the Lone Star Paving acquisition, including the repayment of certain outstanding indebtedness of Lone Star Paving and its subsidiaries at the closing.

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, (ii) to pay fees and expenses incurred in connection with the foregoing debt financing transactions 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 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.

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 Base Rate Loans, the Company is required to pay interest quarterly in arrears.

Amendment to Term Loan A / Revolver Credit Agreement

On October 30, 2024, the Company 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.

In addition, effective November 1, 2024, Lone Star

Paving was joined as a borrower and its subsidiaries were joined as guarantors under the Term Loan A / Revolver Credit Agreement.

The amendment also modified certain negative covenants and adjusted the maximum consolidated net leverage ratio permitted under the Term Loan A / Revolver Credit Agreement as follows:

(i) for each fiscal quarter ending on or prior to September 30, 2024, a maximum consolidated net leverage ratio of 3.50 to 1.00;

(ii) for each fiscal quarter ending December 31, 2024 through and including September 30, 2025, a maximum consolidated net leverage ratio of 4.50 to 1.00;

(iii) for each fiscal quarter ending December 31, 2025 through and including September 30, 2026, a maximum consolidated net leverage ratio of 4.00 to 1.00;

and (iv) for each fiscal quarter ending December 31, 2026 and thereafter, a maximum consolidated net leverage ratio of 3.50 to 1.00.

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 in the Houston, Texas metro area for $ 108.6 million, which was paid from available cash on hand and a draw from the Revolving Credit Facility.

The transaction added eight hot-mix asphalt plants and related crews and equipment, expanding the Company’s operations in eastern 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 ” ), an asphalt manufacturing and construction business headquartered in Daytona Beach, Florida, for (i) $ 98.5 million of cash, which was paid from available cash on hand and a draw from the Revolving Credit Facility, and (ii) $ 55.0 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.

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.

In connection with the acquisition, the Company issued an award under the Equity Incentive Plan to a key employee of P&S consisting of 11,924 shares of restricted Class A common stock having a grant date fair value of approximately $ 1.4 million and vesting as to one-half of the shares on each of September 30, 2029 and 2030.

Separately, the Company paid transaction bonuses to certain officers, directors, and employees of the Company in the form of awards under the Equity Incentive Plan and Restricted Stock Plan consisting of an aggregate of 33,987 shares of Class A common stock and 47,798 shares of Class B common stock having an aggregate date fair value of approximately $ 9.6 million.

The restricted shares of Class A common stock and Class B common stock vested in full on the date of grant, which was October 17, 2025.

Treasury Stock

In October and November 2024, the Company received a total of 166,258 shares of Class A common stock and 6,845 shares of Class B common stock from employees upon forfeitures of restricted stock awards and for reimbursement of income taxes paid by the Company on behalf of these employees related to restricted stock awards that vested on or subsequent to September 30, 2025.

Restricted Stock Awards

In November 2025, the Company awarded a total of 96,792 restricted shares of Class A common stock to certain officers and employees of the Company under the Equity Incentive Plan.

The grants are classified as equity awards and are subject to a four-year graded vesting schedule.

The aggregate grant date fair value of these restricted awards was $ 10.8 million.

Performance Stock Units

In November 2025, the Company awarded to certain officers and employees of the Company PSUs under the Equity Incentive Plan representing an aggregate target of 55,732 shares of Class A common stock .

The grants are classified as equity awards.

The aggregate grant date fair value of these restricted awards was $ 6.2 million.

The PSUs provide for the issuance of shares of Class A common stock or the cash equivalent value of such shares (as determined by the Compensation Committee of the Company’s Board of Directors) upon vesting, which occurs following the completion of a three-year performance period based on extent of achievement of compound aggregate revenue growth rate and average Adjusted EBITDA margin over the performance period.

The final number of shares of Class A common stock issuable upon vesting of PSUs can range from 0 % to 150 % of the number of PSUs initially granted, depending on the level of achievement, as determined by the Compensation Committee of the Company’s Board of Directors.

The achievement of performance goals is modified by the total shareholder 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 %.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

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.

What changed 10-K

Item 8. Financial Statements and Supplementary Data