What changed in this filing

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Item 1. Financial Statements

2026-02-09 compared with 2025-08-07 · 231 added, 308 removed, 565 unchanged (49% of the section changed)

3 unchanged sentences

(in thousands, except share data)

June 30, September 30,

ASSETS (unaudited)

December 31, September 30,

Current assets:

29 unchanged sentences

Total liabilities 2,389,440 2,326,893

Commitments and contingencies

Stockholders’ equity:

Preferred stock, par value $ 0.001 ;

10,000,000 shares authorized and no shares issued and outstanding at June 30, 2025 and September 30, 2024

10,000,000 shares authorized and no shares issued and outstanding at December 31, 2025 and September 30, 2025

Class A common stock, par value $ 0.001 ;

400,000,000 shares authorized, 47,963,617 shares issued and 47,433,440 shares outstanding at June 30, 2025 and 44,062,830 shares issued and 43,819,102 shares outstanding at September 30, 2024

400,000,000 shares authorized, 48,700,906 shares issued and 47,977,529 shares outstanding at December 31, 2025, and 47,963,617 shares issued and 47,406,498 shares outstanding at September 30, 2025

Class B common stock, par value $ 0.001 ;

100,000,000 shares authorized, 11,463,770 shares issued and 8,538,165 shares outstanding at June 30, 2025 and 11,784,650 shares issued and 8,861,698 shares outstanding at September 30, 2024

100,000,000 shares authorized, 11,481,568 shares issued and 8,549,118 shares outstanding at December 31, 2025 and 11,463,770 shares issued and 8,538,165 shares outstanding at September 30, 2025

Additional paid-in capital 604,755 541,179

Treasury stock, Class A common stock, par value $ 0.001 , at cost, 530,177 shares at June 30, 2025 and 243,728 shares at September 30, 2024

Treasury stock, Class A common stock, par value $ 0.001 , at cost, 723,377 shares of Class A common stock at December 31, 2025 and 557,119 shares of Class A common stock at September 30, 2025

( 56,226 ) ( 34,589 )

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

Treasury stock, Class B common stock, par value $ 0.001 , at cost, 2,932,450 shares at December 31, 2025 and 2,925,605 shares at September 30, 2025

( 16,833 ) ( 16,046 )

5 unchanged sentences

CONSTRUCTION PARTNERS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited in thousands, except share and per share data)

For the Three Months Ended June 30, For the Nine Months Ended June 30,

2025 2024 2025 2024

For the Three Months Ended December 31,

Revenues $ 809,469 $ 561,580

6 unchanged sentences

Interest expense, net ( 27,370 ) ( 18,130 )

Other income 246 32 508 50

Income before provision for income taxes and earnings from investment in joint venture 57,950 41,016 59,587 52,535

Provision for income taxes 13,903 10,108 14,364 12,905

Loss from investment in joint venture — — ( 12 ) ( 3 )

Net income 44,047 30,908 45,211 39,627

Other (expense) income ( 253 ) 421

Income (loss) before provision for income taxes 22,786 ( 3,901 )

Provision (benefit) for income taxes 5,580 ( 849 )

(Loss) earnings from investment in joint venture ( 1 ) 1

Net income (loss) 17,205 ( 3,051 )

Other comprehensive income (loss), net of tax

Unrealized (loss) on interest rate swap contract, net ( 1,996 ) ( 540 ) ( 2,017 ) ( 5,167 )

Unrealized (loss) gain on interest rate swap contract, net ( 1,210 ) 2,869

Unrealized gain (loss) on restricted investments, net 36 ( 333 )

Other comprehensive (loss) ( 1,894 ) ( 574 ) ( 2,017 ) ( 4,888 )

Comprehensive income $ 42,153 $ 30,334 $ 43,194 $ 34,739

Net income per share attributable to common stockholders:

Other comprehensive (loss) income ( 1,174 ) 2,536

Comprehensive income (loss) $ 16,031 $ ( 515 )

Net income (loss) per share attributable to common stockholders:

Basic $ 0.31 $ ( 0.06 )

7 unchanged sentences

(unaudited in thousands, except share data)

For the Nine Months Ended June 30, 2025

For the Three Months Ended December 31, 2025

Class A Common Stock Class B Common Stock Additional

4 unchanged sentences

September 30, 2025 47,963,617 $ 47 11,463,770 $ 12 $ 541,179 $ ( 34,589 ) $ ( 16,046 ) $ 416,991 $ 4,369 $ 911,963

Net loss — — — — — — — ( 3,051 ) — ( 3,051 )

Share-based compensation expense — — — — 13,674 — — — — 13,674

Issuance of stock awards 333,705 — 61,000 — — — — — — —

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

Purchase of treasury stock — — — — — ( 11,638 ) ( 443 ) — — ( 12,081 )

Other comprehensive income — — — — — — — — 2,536 2,536

Conversion of Class B common stock to Class A common stock 154,242 — ( 154,242 ) — — — — — — —

December 31, 2024 47,550,777 $ 47 11,691,408 $ 12 $ 527,986 $ ( 23,128 ) $ ( 16,046 ) $ 312,159 $ 10,038 $ 811,068

Net income — — — — — — — 17,205 — 17,205

1 unchanged sentence

Issuance of stock awards 270,120 — 47,798 — — — — — — —

Purchase of treasury stock — — — — — ( 8,048 ) — — — ( 8,048 )

Other comprehensive (loss) — — — — — — — — ( 2,659 ) ( 2,659 )

March 31, 2025 47,627,979 $ 47 11,739,408 $ 12 $ 531,279 $ ( 31,176 ) $ ( 16,046 ) $ 316,374 $ 7,379 $ 807,869

Net income — — — — — — — 44,047 — 44,047

Share-based compensation expense — — — — 3,980 — — — — 3,980

Issuance of stock awards 60,000 — — — — — — — — —

Issuance of common stock 437,169 1 — — 51,458 — — — — 51,459

Purchase of treasury stock — — — — — ( 21,637 ) ( 787 ) — — ( 22,424 )

Other comprehensive (loss) — — — — — — — — ( 1,174 ) ( 1,174 )

Settlement of stock awards — — — — ( 2,490 ) — — — — ( 2,490 )

Conversion of Class B common stock to Class A common stock 30,000 — ( 30,000 ) — — — — — — —

June 30, 2025 47,963,617 $ 47 11,463,770 $ 12 $ 535,259 $ ( 31,850 ) $ ( 16,046 ) $ 360,421 $ 5,485 $ 853,328

For the Nine Months Ended June 30, 2024

December 31, 2025 48,700,906 $ 48 11,481,568 $ 12 $ 604,755 $ ( 56,226 ) $ ( 16,833 ) $ 434,196 $ 3,195 $ 969,147

For the Three Months Ended December 31, 2024

Class A Common Stock Class B Common Stock Additional

Capital Treasury

Stock Class A Common Stock Treasury

Stock Class B Common Stock Retained

Earnings Accumulated Other Comprehensive Income (Loss), net Total

Stockholders’

Stock Class A Common Stock

Stock Class B Common Stock

Accumulated Other Comprehensive Income (Loss), net Total Stockholders’ Equity

Shares Amount Shares Amount

September 30, 2024 44,062,830 $ 44 11,784,650 $ 12 $ 278,065 $ ( 11,490 ) $ ( 15,603 ) $ 315,210 $ 7,502 $ 573,740

Net income — — — — — — — 9,843 — 9,843

Share-based compensation expense — — — — 2,783 — — — — 2,783

Issuance of stock awards 135,471 — — — — — — — — —

Purchase of treasury stock — — — — — ( 1,336 ) — — — ( 1,336 )

Other comprehensive (loss) — — — — — — — — ( 6,705 ) ( 6,705 )

December 31, 2023 43,896,017 $ 44 11,921,463 $ 12 $ 270,113 $ ( 1,514 ) $ ( 15,603 ) $ 256,118 $ 11,989 $ 521,159

Net loss — — — — — — — ( 3,051 ) — ( 3,051 )

Share-based compensation expense — — — — 13,674 — — — — 13,674

Other comprehensive income — — — — — — — — 2,392 2,392

March 31, 2024 43,896,017 $ 44 11,921,463 $ 12 $ 272,669 $ ( 1,514 ) $ ( 15,603 ) $ 254,994 $ 14,381 $ 524,983

Net income — — — — — — — 30,908 — 30,908

Issuance of stock awards 333,705 — 61,000 — — — — — — —

Share-based compensation expense — — — — 2,893 — — — — 2,893

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

Purchase of treasury stock — — — — — ( 11,638 ) ( 443 ) — — ( 12,081 )

Other comprehensive (loss) — — — — — — — — ( 574 ) ( 574 )

June 30, 2024 43,926,017 $ 44 11,921,463 $ 12 $ 275,562 $ ( 6,783 ) $ ( 15,603 ) $ 285,902 $ 13,807 $ 552,941

Other comprehensive income — — — — — — — — 2,536 2,536

Conversion of Class B common stock to Class A common stock 154,242 — ( 154,242 ) — — — — — —

December 31, 2024 47,550,777 $ 47 11,691,408 $ 12 $ 527,986 $ ( 23,128 ) $ ( 16,046 ) $ 312,159 $ 10,038 $ 811,068

See notes to consolidated financial statements (unaudited).

2 unchanged sentences

(unaudited in thousands)

For the Nine Months Ended June 30,

For the Three Months Ended December 31,

Cash flows from operating activities:

Net income $ 45,211 $ 39,627

Net income (loss) $ 17,205 $ ( 3,051 )

Adjustments to reconcile net income to net cash, cash equivalents and restricted cash provided by operating activities:

1 unchanged sentence

Amortization of deferred debt issuance costs 667 495

Unrealized loss on derivative instruments — 184

Provision for bad debt 141 92

Gain on sale of property, plant and equipment ( 2,039 ) ( 1,055 )

Realized loss on sales, calls and maturities of restricted investments 81 53

Realized loss on restricted investments 9 19

Share-based compensation expense 14,882 14,403

Loss from investment in joint venture 12 3

Distribution of earnings from investment in joint venture 71 —

Loss (earnings) from investment in joint venture 1 ( 1 )

Deferred income tax benefit ( 789 ) ( 1,411 )

Other non-cash adjustments ( 74 ) ( 229 )

Changes in operating assets and liabilities, net of business acquisitions:

Contracts receivable including retainage, net 6,159 ( 11,310 )

Changes in operating assets and liabilities:

Contracts receivable including retainage 127,022 62,560

Costs and estimated earnings in excess of billings on uncompleted contracts ( 10,675 ) ( 5,767 )

6 unchanged sentences

Other long-term liabilities ( 6,837 ) 1,333

Net cash provided by operating activities, net of business acquisitions 179,318 113,181

Net cash provided by operating activities, net of acquisitions 82,567 40,663

Cash flows from investing activities:

1 unchanged sentence

Proceeds from sale of property, plant and equipment 5,546 1,843

Proceeds from sales, calls and maturities of restricted investments 8,351 2,860

Proceeds from sale of restricted investments 3,713 2,417

Purchases of restricted investments ( 1,540 ) ( 2,258 )

Business acquisitions, net of cash acquired ( 215,102 ) ( 654,200 )

Purchase of restricted investments ( 12,182 ) ( 4,376 )

Net cash used in investing activities ( 242,853 ) ( 679,030 )

1 unchanged sentence

Proceeds from revolving credit facility 140,000 —

Proceeds from issuance of long-term debt, net of debt issuance costs 833,524 —

Proceeds from issuance of long-term debt, net of debt issuance costs and discount — 834,995

Repayments of long-term debt ( 9,625 ) ( 128,163 )

Settlement of stock awards ( 2,490 ) —

Purchase of treasury stock ( 22,424 ) ( 12,081 )

6 unchanged sentences

Cash paid for interest $ 26,365 $ 15,051

Cash paid for income taxes $ 3,576 $ 4,285

Cash paid for operating lease liabilities $ 6,805 $ 3,233

2 unchanged sentences

Property, plant and equipment financed with accounts payable $ 12,178 $ 3,964

Amounts payable to sellers in business combinations, net $ 64,938 $ —

Issuance of stock for business acquisition $ 51,500 $ 236,250

Amounts payable to sellers in business combination $ 3,596 $ 86,000

See notes to consolidated financial statements (unaudited).

40 unchanged sentences

Restricted cash represents cash held in a fiduciary capacity by the Captive for the payment of casualty insurance claims.

The Company had restricted cash of $ 2.0 million at each of June 30, 2025 and September 30, 2024.

The Company had restricted cash of $ 0.1 million and $ 3.0 million at December 31, 2025 and September 30, 2025, respectively.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Consolidated Statements of Cash Flows (unaudited, in thousands):

June 30, 2025 September 30, 2024

December 31, 2025 September 30, 2025

Cash and cash equivalents $ 104,093 $ 156,062

8 unchanged sentences

Interest income on debt securities is recorded when earned using an effective yield method.

Unrealized gains and losses are reported as components of accumulated other comprehensive income, net.

Unrealized gains and losses are reported as components of accumulated other comprehensive income (loss), net.

These securities have been classified as non-current assets based on their respective maturity dates and the Company’s intent to reinvest sales proceeds into new restricted investments.

The Company had restricted investments of $ 22.0 million and $ 18.0 million at June 30, 2025 and September 30, 2024, respectively.

The Company had restricted investments of $ 21.1 million and $ 23.2 million at December 31, 2025 and September 30, 2025, respectively.

The Company evaluates its available-for-sale debt securities quarterly to determine whether there has been a decline in the fair value below the amortized cost due to credit losses or other factors.

This evaluation process entails 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.

1 unchanged sentence

If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss allowance is recorded for the credit loss, limited by the amount by which the fair value is less than the amortized cost basis.

For the nine months ended June 30, 2025 and 2024, the Company had no intent impairments or credit losses.

For the three months ended December 31, 2025 and 2024, the Company had no intent impairments or credit losses.

Contracts Receivable Including Retainage, Net

27 unchanged sentences

The Company generally has the ability to file liens against the property if payments are not made on a timely basis.

No single customer accounted for more than 10% of the Company’s contracts receivable including retainage, net balance at June 30, 2025 or September 30, 2024.

Projects performed for various departments of transportation accounted for 46.1 % and 42.3 % of consolidated revenues for the three months ended June 30, 2025 and 2024, respectively, and for 40.8 % and 39.7 % of consolidated revenues for the nine months ended June 30, 2025 and 2024, respectively.

Customers that accounted for more than 10% of consolidated revenues during the three and nine months ended June 30, 2025 and 2024 are presented below:

% of Consolidated Revenues

For the Three Months Ended June 30, For the Nine Months Ended June 30,

2025 2024 2025 2024

North Carolina Department of Transportation * 12.5 % * 10.3 %

No single customer accounted for more than 10% of the Company’s contracts receivable including retainage, net balance at December 31, 2025 or September 30, 2025.

Projects performed for various departments of transportation accounted for 41.6 % and 33.5 % of consolidated revenues for the three months ended December 31, 2025 and 2024, respectively.

Customers that accounted for more than 10% of consolidated revenues during either the three months ended December 31, 2025 or the three months ended December 31, 2024 are presented below:

% of Consolidated Revenues for the Three Months Ended December 31,

Florida Department of Transportation 11.2 % *

3 unchanged sentences

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.

% of Consolidated Revenues

For the Three Months Ended June 30, For the Nine Months Ended June 30,

2025 2024 2025 2024

Private 35.1 % 35.6 % 39.0 % 39.2 %

% of Consolidated Revenues for the Three Months Ended December 31,

Public 65.3 % 57.7 %

Private 34.7 % 42.3 %

Revenues derived from construction projects are recognized over time as the Company satisfies its performance obligations by transferring control of the asset created or enhanced by the project to the customer.

1 unchanged sentence

Management reviews contract estimates regularly to assess revisions of estimated costs to complete a project and for measurement of progress toward completion.

Management believes the Company maintains reasonable estimates 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.

18 unchanged sentences

The Company’s private customer contracts are primarily fixed total price contracts, also known as lump sum contracts, which require that the total amount of work be performed for a single price.

Contract cost is recorded as incurred, and revisions in contract

revenue and cost estimates are reflected in the accounting period when known.

Contract cost is recorded as incurred, and revisions in contract revenue and cost estimates are reflected in the accounting period when known.

Changes in job performance, job conditions and estimated profitability, including those changes arising from contract change orders, penalty provisions and final contract settlements, may result in revisions to estimated revenues and costs and are recognized in the period in which the revisions are determined.

4 unchanged sentences

Either the Company or its customers may initiate change orders, which may include changes in specifications or designs, manner of performance, facilities, equipment, materials, sites and period of completion of the work.

Revenues derived from the sale of HMA, aggregates, ready-mix concrete, and liquid asphalt are recognized at a point in time, which is when control of the product is transferred to the customer.

Revenues derived from the sale of HMA, aggregates, and liquid asphalt are recognized at a point in time, which is when control of the product is transferred to the customer.

Generally, that point in time is when the customer accepts delivery at its facility or receives product in its own transport vehicles from one of the Company’s HMA plants or aggregates facilities.

8 unchanged sentences

Deferred tax assets and deferred tax liabilities are presented on a net basis by taxing authority and classified as non-current on the Consolidated Balance Sheets.

The Company recognizes the financial statement benefit of the Company’s tax positions that are at least more likely than not to be sustained upon audit based on the technical merits of the tax position.

For tax positions that are more likely than not to be sustained upon audit, management accrues the largest amount of the benefit that is more likely than not to be sustained.

The Company classifies income tax-related interest and penalties as interest expense and other expenses, respectively.

Refer to Note 11 - Provision for Income Taxes for further information regarding the Company’s federal and state income taxes.

Earnings per Share

Basic net income per share attributable to common stockholders is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding during the period.

Diluted net income per common share attributable to common stockholders is the same as basic net income per share attributable to common stockholders, but includes dilutive unvested stock awards using the treasury stock method.

Basic net income (loss) per share attributable to common stockholders is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period.

Diluted net income (loss) per common share attributable to common stockholders is the same as basic net income per share attributable to common stockholders, but includes dilutive unvested stock awards using the treasury stock method.

Fair Value Measurements

7 unchanged sentences

The Company endeavors to utilize the best available information in measuring fair value.

The Company’s financial instruments include cash and cash equivalents, restricted cash, contracts receivable including retainage, accounts payable and accrued expenses reflected as current assets and current liabilities on its Consolidated Balance Sheets at June 30, 2025 and September 30, 2024.

Due to the short-term nature of these instruments, management considers their carrying value to approximate their fair value.

The Company also has debt securities reflected as restricted investments on its Consolidated Balance Sheets at June 30, 2025 and September 30, 2024.

The Company also has debt securities reflected as restricted investments on its Consolidated Balance Sheets at December 31, 2025 and September 30, 2025.

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

The Company also has term loans and a Revolving Credit Facility, as defined and further described in Note 8 - Debt.

The carrying value of amounts outstanding under these credit facilities is reflected as long-term debt, net of current maturities and deferred debt issuance cost and current maturities of long-term debt on the Company’s Consolidated Balance Sheets at June 30, 2025 and September 30, 2024.

The Company also had Term Loans and a Revolving Credit Facility, each as defined and described in Note 8 - Debt.

The carrying value of amounts outstanding under these credit facilities is reflected as long-term debt, net of current maturities and deferred debt issuance costs and current maturities of long-term debt on the Company’s Consolidated Balance Sheets at December 31, 2025 and September 30, 2025.

Due to the variable rate or short-term nature of these instruments, management considers their carrying value to approximate their fair value.

4 unchanged sentences

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.

1 unchanged sentence

Management applies fair value measurement guidance to its impairment analysis for tangible and intangible assets, including goodwill.

Comprehensive Income

The Company reports comprehensive income in its Consolidated Statements of Comprehensive Income and Consolidated Statements of Stockholders’ Equity.

Comprehensive Income (Loss)

The Company reports comprehensive income (loss) in its Consolidated Statements of Comprehensive Income (Loss) and Consolidated Statements of Stockholders’ Equity.

Comprehensive income comprises two subsets:

net income and other comprehensive income (loss) (“OCI”).

net income (loss) and other comprehensive income (loss) (“OCI”).

OCI includes adjustments for changes in fair value of an interest rate swap contract derivative and available-for-sale restricted investments.

For additional information about comprehensive income, see Note 19 - Other Comprehensive Income.

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 .

For additional information about comprehensive income (loss), see Note 19 - Other Comprehensive Income (Loss).

Note 3 - Accounting Standards

Recently Adopted Accounting Pronouncements

The Company monitors all Accounting Standards Updates issued by the Financial Accounting Standards Board and other authoritative guidance.

1 unchanged sentence

Note 4 - Business Acquisitions

Texas Acquisition - Provisional

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) $ 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.

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, which had not been received as of June 30, 2025.

The total amount of consideration for the Lone Star Acquisition remains subject to post-closing adjustments with respect to settlement of working capital and other matters.

At June 30, 2025, $ 66.8 million was reflected on the Company’s Consolidated Balance Sheets within accrued expenses and other current liabilities, representing the estimated 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 - Provisional

On February 3, 2025, the Company acquired substantially all of the assets of Mobile Asphalt Company LLC, an asphalt manufacturing and paving company headquartered in Theodore, Alabama, for $ 55.1 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 $ 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.

Combined Acquisitions During the Nine Months Ended June 30, 2025

The foregoing acquisitions were accounted for as business combinations in accordance with ASC Topic 805, Business Combinations ("Topic 805").

As of June 30, 2025, the purchase price allocations had not yet been finalized due to the recent timing of these acquisitions, as certain information was pending on such date to finalize estimates of fair value of certain assets acquired and liabilities assumed.

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

The Company expects to finalize the estimate of fair values as soon as practicable and no later than one year from each respective acquisition date.

Acquisition of Certain Assets from Affiliates of Vulcan Materials Company

On October 6, 2025, the Company acquired certain asphalt manufacturing and construction assets from affiliates of Vulcan Materials Company (“VMC ” ) in the Houston, Texas metro area for $ 108.4 million, which was paid from available cash on hand and a draw from the Revolving Credit Facility.

The transaction added eight HMA plants and related crews and equipment, expanding the Company’s operations in southeastern Texas.

Acquisition of P&S Paving, LLC

On October 20, 2025, the Company acquired all of the equity interests of P&S Paving, LLC (P&S and such acquisition, the “P&S Acquisition ” ), an asphalt manufacturing and construction business headquartered in Daytona Beach, Florida, for (i) $ 88.2 million of cash, which was paid from available cash on hand and a draw from the Revolving Credit Facility, and (ii) $ 51.5 million in shares of Class A common stock.

The transaction expanded the Company's operations in Florida, adding two HMA plants and related crews and equipment serving northeast and central Florida.

Identifiable assets acquired and liabilities assumed were recorded at their estimated fair values based on the methodology described

under “Fair Value Measurements” in Note 2 - Significant Accounting Policies.

The aggregate amount of the purchase price exceeding the net fair value of identifiable assets acquired and liabilities assumed was recorded as provisional goodwill in the amount of approximately $ 542.4 million, which is deductible for income tax purposes.

Goodwill primarily represents the assembled work force and synergies expected to result from the acquisitions, which may change as estimates are finalized.

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

Lone Star Paving Overland Mobile Asphalt Company, LLC PRI Total

The amount of the purchase price exceeding the net fair

value of identifiable assets acquired and liabilities assumed was recorded as provisional goodwill in the amount of approximately

$ 134.1 million, which is deductible for income tax purposes.

Goodwill primarily represents the assembled work force and

synergies expected to result from these acquisitions, which may change as estimates are finalized.

The following table summarizes the consideration for the aforementioned acquisitions and the provisional amounts of identified assets acquired and liabilities assumed as of December 31, 2025 (unaudited, in thousands):

VMC P&S Total

Cash and cash equivalents $ — $ 107 $ 107

15 unchanged sentences

Fair value of Class A common stock transferred — 51,459 51,459

Total consideration payable (receivable) 66,756 ( 2,161 ) — 343 64,938

Total consideration (receivable) payable ( 1,591 ) 5,187 3,596

Total purchase price $ 106,794 $ 144,833 $ 251,627

The Consolidated Statements of Comprehensive Income include $ 193.9 million of revenue and $ 11.0 million of net income attributable to the operations of these acquisitions for the three months ended June 30, 2025 and $ 385.0 million of revenue and $ 3.4 million of net income attributable to the operations of these acquisitions for the nine months ended June 30, 2025.

The Company recorded certain costs related to the acquisitions as they were incurred, which are reflected in acquisition-related expenses on the Company’s Consolidated Statements of Comprehensive Income in the amount of $ 1.3 million for the three months ended June 30, 2025 and $ 21.0 million for the nine months ended June 30, 2025.

The following tables present pro forma revenues and net income as though the acquisitions had occurred on October 1, 2023 (unaudited, in thousands):

For the Three Months Ended June 30,

Pro forma revenues $ 785,665 $ 764,679

Pro forma net income $ 45,101 $ 48,745

For the Nine Months Ended June 30,

Pro forma revenues $ 2,061,082 $ 1,942,147

The Consolidated Statements of Comprehensive Income (Loss) include $ 64.6 million of revenue and $ 5.5 million of net income, excluding acquisition-related expenses, attributable to the operations of these acquisitions for the period from the acquisition date through December 31, 2025.

The Company recorded certain costs related to these acquisitions as they were incurred, which are reflected in acquisition-related expenses on the Company’s Consolidated Statements of Comprehensive Income (Loss) in the amount of $ 10.5 million for the three months ended December 31, 2025.

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

For the Three Months Ended December 31,

Pro forma revenue $ 819,040 $ 784,113

Pro forma net income $ 27,210 $ 30,584

Pro forma financial information is presented as if the operations of the acquisitions had been included in the consolidated results of the Company since October 1, 2024, and gives effect to transactions that are directly attributable to the acquisitions, including adjustments to:

(a) include the pro forma results of operations of the acquisitions for the three and nine months ended June 30, 2025 and 2024;

(b) include additional depreciation, depletion and amortization expense related to the fair value of acquired property, plant and equipment and reserves at aggregates facilities and intangibles, as applicable, as if such assets were acquired on October 1, 2023 and consistently applied to the Company’s depreciation, depletion and amortization methodologies;

(c) include interest expense under the Term Loan B (as defined below) and Revolving Credit Facility as if the funds borrowed to finance the purchase prices 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 June 30, 2025, and that the interest rate in effect on the date the Company completed the acquisitions was in effect for the period from October 1, 2023 through June 30, 2025);

(d) exclude $ 21.0 million of acquisition-related expenses from the nine months ended June 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, 2023.

(a) include the pro forma results of operations of the acquisitions for the three months ended December 31, 2025 and 2024;

(b) include additional depreciation and depletion expense related to the fair value of acquired property, plant and equipment and reserves at aggregates facilities, as applicable, as if such assets were acquired on October 1, 2024 and subject to the Company’s depreciation and depletion methodologies as of that date;

(c) include interest expense under the Revolving Credit Facility, as if the funds borrowed to finance the purchase price were borrowed on October 1, 2024, and assuming that (i) no principal payments were made from October 1, 2024 through

December 31, 2025 and (ii) the interest rate in effect on the date of the acquisitions was in effect from October 1, 2024 through December 31, 2025;

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

Pro forma information is presented for informational purposes only and may not be indicative of revenue or net income that would have been achieved if these acquisitions had occurred on October 1, 2024.

Provisional Accounting

During the nine months ended June 30, 2025, there were no material measurement period adjustments to provisional acquisitions as reported in the 2024 Form 10-K.

During the three months ended December 31, 2025, there were no material measurement period adjustments to provisional acquisitions as reported in the 2025 Form 10-K.

Note 5 - Contracts Receivable Including Retainage, Net

Contracts receivable including retainage, net consisted of the following at June 30, 2025 and September 30, 2024 (in thousands):

June 30, 2025 September 30, 2024

Contracts receivable including retainage, net consisted of the following at December 31, 2025 and September 30, 2025 (in thousands):

December 31, 2025 September 30, 2025

Contracts receivable $ 370,092 $ 483,811

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Contracts receivable including retainage, net $ 437,963 $ 549,884

Retainage receivables are amounts earned by the Company but held by customers until contracts are near completion or fully completed.

Retainage receivable represents amounts earned by the Company but held by customers until contracts are near completion or fully completed.

Note 6 - Contract Assets and Liabilities

Costs and estimated earnings compared to billings on uncompleted contracts at June 30, 2025 and September 30, 2024 consisted of the following (in thousands):

June 30, 2025 September 30, 2024

Costs and estimated earnings compared to billings on uncompleted contracts at December 31, 2025 and September 30, 2025 consisted of the following (in thousands):

December 31, 2025 September 30, 2025

Costs on uncompleted contracts $ 2,718,823 $ 2,899,250

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Net billings in excess of costs and estimated earnings on uncompleted contracts $ ( 89,535 ) $ ( 83,960 )

Significant changes to balances of costs and estimated earnings in excess of billings (contract asset) and billings in excess of costs and estimated earnings (contract liability) on uncompleted contracts from September 30, 2023 to June 30, 2024 and September 30, 2024 to June 30, 2025 are presented below (in thousands):

Significant changes to balances of costs and estimated earnings in excess of billings (contract asset) and billings in excess of costs and estimated earnings (contract liability) on uncompleted contracts from September 30, 2024 to December 31, 2024 and September 30, 2025 to December 31, 2025 are presented below (in thousands):

Costs and Estimated Earnings in Excess of Billings on

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Changes in revenue billed, contract price or cost estimates 9,739 ( 16,595 ) ( 6,856 )

June 30, 2024 (unaudited) $ 32,550 $ ( 113,195 ) $ ( 80,645 )

December 31, 2024 (unaudited) $ 35,705 $ ( 136,660 ) $ ( 100,955 )

September 30, 2025 $ 45,340 $ ( 129,300 ) $ ( 83,960 )

Changes in revenue billed, contract price or cost estimates 11,560 ( 17,135 ) ( 5,575 )

June 30, 2025 (unaudited) $ 54,564 $ ( 124,152 ) $ ( 69,588 )

At June 30, 2025, the Company had unsatisfied or partially unsatisfied performance obligations under construction project contracts representing approximately $ 2.2 billion in aggregate transaction price.

December 31, 2025 (unaudited) $ 56,900 $ ( 146,435 ) $ ( 89,535 )

At December 31, 2025, the Company had unsatisfied or partially unsatisfied performance obligations under construction project contracts representing approximately $ 2.4 billion in aggregate transaction price.

The Company expects to earn revenue as it satisfies its performance obligations under such contracts in the amount of approximately $ 1.7 billion during the remainder of the fiscal year ending September 30, 2026 and $ 0.7 billion thereafter.

Note 7 - Property, Plant and Equipment

Property, plant and equipment at June 30, 2025 and September 30, 2024 consisted of the following (in thousands):

June 30, 2025 September 30, 2024

Property, plant and equipment at December 31, 2025 and September 30, 2025 consisted of the following (in thousands):

December 31, 2025 September 30, 2025

Construction equipment $ 824,974 $ 766,914

Plants 450,997 413,983

Mineral reserves 221,095 69,334

Land and improvements 213,639 202,120

Mineral reserves 201,440 201,440

Buildings 68,525 54,583

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Total property, plant and equipment, net $ 1,253,035 $ 1,153,070

Depreciation, depletion and amortization expense related to property, plant and equipment was $ 38.2 million and $ 23.5 million for the three months ended June 30, 2025 and 2024, respectively, and $ 104.7 million and $ 67.6 million for the nine months ended June 30, 2025 and 2024, respectively.

Depreciation, depletion, and amortization expense related to property, plant and equipment for the three months ended December 31, 2025 and 2024 was $ 43.0 million and $ 30.3 million, respectively.

Note 8 - Debt

The Company maintains credit facilities to finance acquisitions, to fund the purchase of real estate, construction equipment, plants and other fixed assets, and for general working capital purposes.

Debt at June 30, 2025 and September 30, 2024 consisted of the following (in thousands):

June 30, 2025 September 30, 2024

Debt at December 31, 2025 and September 30, 2025 consisted of the following (in thousands):

December 31, 2025 September 30, 2025

Long-term debt:

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(a) 1.25 % of the original principal amount on each of the quarter-end payment dates;

and (b) 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, 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.

and (b) all remaining principal on the Term Loan A Maturity Date.

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 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 June 30, 2025 and September 30, 2024, there was $ 600.0 million and $ 392.2 million, respectively, of principal outstanding under the Term Loan A, $ 0.0 million and $ 122.9 million, respectively, of principal outstanding under the Revolving Credit Facility, and availability of $ 493.5 million and $ 268.8 million, respectively, under the Revolving Credit Facility, including a reduction for outstanding letters of credit.

At December 31, 2025 and September 30, 2025, there was $ 585.0 million and $ 592.5 million, respectively, of principal outstanding under the Term Loan A, $ 330.0 million and $ 190.0 million, respectively, of principal outstanding under the Revolving Credit Facility, and availability of $ 163.4 million and $ 303.5 million, respectively, under the Revolving Credit Facility, including a reduction for outstanding letters of credit.

The Term Loan A / Revolver Credit Agreement contains customary negative covenants for agreements of this type, including, but not limited to, restrictions on the Company’s ability to make acquisitions, make loans or advances, make capital expenditures and investments, pay dividends, create or incur indebtedness, create liens, wind up or dissolve, consolidate, merge or liquidate, or sell, transfer or dispose of assets.

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and (iv) for each fiscal quarter ending September 30, 2027 and thereafter, 3.75 -to-1.00, subject to certain adjustments.

At June 30, 2025 and September 30, 2024, the Company’s consolidated interest coverage ratio was 6.45 -to-1.00 and 11.32 -to-1.00, respectively, and the Company’s consolidated net leverage ratio was 3.17 -to-1.00 and 1.80 -to-1.00, respectively.

At both June 30, 2025 and September 30, 2024, the Company was in compliance with all covenants under the Term Loan A / Revolver Credit Agreement.

At December 31, 2025 and 2024, the Company’s consolidated interest coverage ratio was 5.54 -to-1.00 and 11.20 -to-1.00, respectively, and the Company’s consolidated net leverage ratio was 3.18 -to-1.00 and 2.96 -to-1.00, respectively.

At both December 31, 2025 and December 31, 2024, the Company was in compliance with all covenants under the Term Loan A / Revolver Credit Agreement.

From time to time, the Company has entered into interest rate swap agreements to hedge against the risk of changes in interest rates.

At both June 30, 2025 and September 30, 2024, the aggregate notional value of the interest rate swap agreement was $ 300.0 million, and the fair value was $ 9.4 million and $ 11.6 million, respectively, which is included within other assets on the Company’s Consolidated Balance Sheets.

both December 31, 2025 and September 30, 2025, the aggregate notional value of these interest rate swap agreements was $ 300.0 million, and the fair value was $ 6.4 million and $ 7.9 million, respectively, which is included within other assets on the Company’s Consolidated Balance Sheets.

Term Loan B Credit Agreement

On November 1, 2024, the Company entered into a Term Loan Credit Agreement with Bank of America, N.A., as administrative agent, BofA Securities, Inc., PNC Capital Markets LLC, Regions Capital Markets, a division of Regions Bank, and TD Securities (USA) LLC, each as joint lead arranger and joint bookrunner, and certain other lenders party thereto (the “Term Loan B Credit Agreement”), which provided for a senior secured term loan facility in the aggregate principal amount of $ 850.0 million, the full amount of which was drawn on November 1, 2024 (the “Term Loan B”).

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

The remaining loan proceeds were or will be used to (i) repay the Company’s outstanding borrowings under other credit facilities, (ii) pay fees and expenses incurred in connection with the debt financing transaction and the Lone Star Acquisition, and (iii) for working capital and other corporate purposes as permitted by the Term Loan B Credit Agreement.

The 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.

On November 1, 2024, the Company entered into a Term Loan Credit Agreement with Bank of America, N.A., as administrative agent, BofA Securities, Inc., PNC Capital Markets LLC, Regions Capital Markets, a division of Regions Bank, and TD Securities (USA) LLC, each as joint lead arranger and joint bookrunner, and certain other lenders party thereto (the “Term Loan B Credit Agreement”), which provided for a senior secured first lien term loan facility in the aggregate principal amount of $ 850.0 million, the full amount of which was drawn on November 1, 2024 (the “Term Loan B”).

A portion of the proceeds of the Term Loan B was used to finance the cash portion of the consideration for the Company's acquisition of Asphalt Inc., LLC d/ba Lone Star Paving (Lone Star Paving and such acquisition, the “Lone Star Acquisition ” ), including the repayment of certain outstanding indebtedness of Lone Star Paving and its subsidiaries at the closing.

The remaining loan proceeds were used to (i) repay the Company’s outstanding borrowings under other credit facilities, (ii) pay fees and expenses incurred in connection with the debt financing transaction and the Lone Star Acquisition, and (iii) for working capital and other corporate purposes as permitted by the Term Loan B Credit Agreement.

The Term Loan B matures on November 1, 2031 (the “Term Loan B Maturity Date”), and all outstanding principal amounts and accrued and unpaid interest thereon shall be due and payable on such date.

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

At June 30, 2025 and September 30, 2024, there was $ 845.8 million and $ 0.0 million , respectively, of principal outstanding under the Term Loan B.

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 during the three months ended December 31, 2024, which is included in interest expense, net on the accompanying Consolidated Statements of Comprehensive Income for the nine months ended June 30, 2025.

At December 31, 2025 and September 30, 2025, there was $ 841.5 million and $ 843.6 million, respectively, of principal outstanding under the Term Loan B.

Note 9 - Equity

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Conversion of Class B Common Stock to Class A Common Stock

During the nine months ended June 30, 2025, certain stockholders of the Company converted a total of 429,880 shares of Class B common stock into shares of Class A common stock on a one -for-one basis.

As of June 30, 2025, there were 47,433,440 shares of Class A common stock and 8,538,165 shares of Class B common stock outstanding.

During the three months ended December 31, 2025, certain stockholders of the Company converted a total of 30,000 shares of Class B common stock into shares of Class A common stock on a one -for-one basis.

As of December 31, 2025, there were 47,977,529 shares of Class A common stock and 8,549,118 shares of Class B common stock outstanding.

Issuance of Class A Common Stock

During the nine months ended June 30, 2025, the Company issued 3,000,000 shares of Class A common stock in connection with the Lone Star Acquisition.

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

During the three months ended December 31, 2025, the Company issued 437,169 shares of Class A common stock in connection with the P&S Acquisition.

Additional information about the P&S Acquisition is set forth in Note 4 - Business Acquisitions.

Treasury Stock

During the nine months ended June 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 and 20,318 shares of Class A common stock through forfeitures of unvested restricted stock awards by terminated employees.

During the nine months ended June 30, 2025, pursuant to its stock repurchase plan, the Company repurchased 119,370 shares of Class A common stock for aggregate consideration of approximately $ 8.7 million through open market transactions.

During the three months ended December 31, 2025, the Company received a total of 165,921 shares of Class A common stock and 6,845 shares of Class B common stock from employees for reimbursement of income taxes paid by the Company on behalf of these employees related to the vesting of restricted stock awards and 337 shares of Class A common stock through forfeitures of unvested restricted stock awards by terminated employees.

During the three months ended December 31, 2025, pursuant to its stock repurchase plan, the Company repurchased 15,382 shares of Class A common stock for aggregate consideration of approximately $ 1.6 million through open market transactions.

Restricted Stock Awards

During the nine months ended June 30, 2025, the Company awarded to certain directors, officers, and employees and consultants a total of 333,995 restricted shares of Class A common stock under the Construction Partners, Inc.

During the three months ended December 31, 2025, the Company awarded to certain directors, officers and employees of the Company a total of 142,803 restricted shares of Class A common stock under the Construction Partners, Inc.

2018 Equity Incentive Plan (the “Equity Incentive Plan”) and 47,798 restricted shares of Class B common stock under the Construction Partners, Inc.

2024 Restricted Stock Plan (the "Restricted Stock Plan").

The total includes 240,000 restricted shares of Class A common stock awarded to certain key employees of Lone Star Paving, Overland and PRI.

Performance Stock Units and Market-Based Awards

During the nine months ended June 30, 2025, the Company issued a total of 215,917 shares of Class A common stock in settlement of vested performance stock units (“PSUs”) and market-based awards under the Equity Incentive Plan and 61,000 shares of Class B common stock under the Restricted Stock Plan.

The total includes a transaction bonus related to the Lone Star Acquisition of 79,000 shares of Class A common stock and 61,000 shares of Class B common stock awarded to certain officers, directors, key contractors and employees of the Company.

These totals include 33,987 shares of Class A common stock awarded under the Equity Incentive Plan and 47,798 shares of Class B common stock awarded under the Restricted Stock Plan in connection with a transaction bonus related to the P&S Acquisition.

Performance Stock Units

During the three months ended December 31, 2025, the Company issued a total of 127,317 shares of Class A common stock and paid $ 2.5 million in cash in settlement of vested performance stock units (“PSUs”) under the Equity Incentive Plan.

PSUs vested based on the achievement of certain Company performance metrics established by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”).

Additional information about these transactions is set forth in Note 13 - Share-Based Compensation.

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Because the only differences between the two classes of common stock are related to voting rights, conversion rights and transfer restrictions applicable to shares of Class B common stock, the Company has not presented earnings per share under the two-class method, as the earnings per share are the same for both Class A common stock and Class B common stock.

The following table summarizes the weighted-average number of basic common shares outstanding and the calculation of basic earnings per share for the periods presented (unaudited in thousands, except share and per share amounts):

For the Three Months Ended June 30, For the Nine Months Ended June 30,

2025 2024 2025 2024

Net income attributable to common stockholders $ 44,047 $ 30,908 $ 45,211 $ 39,627

The following table summarizes the weighted-average number of basic common shares outstanding and the calculation of basic earnings per share for the periods presented (in thousands, except share and per share amounts):

For the Three Months Ended December 31,

Net income (loss) attributable to common stockholders $ 17,205 $ ( 3,051 )

Weighted average number of common shares outstanding, basic 55,805,173 54,160,317

Net income per common share attributable to common stockholders, basic $ 0.80 $ 0.60 $ 0.82 $ 0.76

Net income (loss) per common share attributable to common stockholders, basic $ 0.31 $ ( 0.06 )

The following table summarizes the calculation of the weighted-average number of diluted common shares outstanding and the calculation of diluted earnings per share for the periods presented (unaudited in thousands, except share and per share amounts):

For the Three Months Ended June 30, For the Nine Months Ended June 30,

2025 2024 2025 2024

Net income attributable to common stockholders $ 44,047 $ 30,908 $ 45,211 $ 39,627

For the Three Months Ended December 31,

Net income (loss) attributable to common stockholders $ 17,205 $ ( 3,051 )

Weighted average number of basic common shares outstanding, basic 55,805,173 54,160,317

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56,045,949 54,160,317

Net income per diluted common share attributable to common stockholders $ 0.79 $ 0.59 $ 0.82 $ 0.75

Net income (loss) per diluted common share attributable to common stockholders $ 0.31 $ ( 0.06 )

Note 11 - Provision for Income Taxes

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Management evaluated the Company’s tax positions based on appropriate provisions of applicable tax laws and regulations and believes that they are supportable based on their specific technical merits and the facts and circumstances of the respective transactions.

The Company’s effective income tax rate for the three months ended June 30, 2025 and 2024 was 24.0 % and 24.6 %, respectively.

The Company’s effective tax rate for the nine months ended June 30, 2025 and 2024 was 24.1 % and 24.6 %, respectively.

The Company’s effective income tax rate for the three months ended December 31, 2025 and 2024 was 24.5 % and 21.8 %, respectively.

The changes in the Company’s effective rates are due to differences in state tax rates at its operating subsidiaries.

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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 June 30, 2025, $ 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 December 31, 2025, $ 0.1 million was reflected on the Company’s Consolidated Balance Sheets within other current assets representing the remaining balances on this note receivable.

In connection with this transaction, the Company also received a note receivable from the disposed entity (“Disposed Entity”) on December 31, 2017 in the amount of $ 1.0 million representing certain accounts payable of the Disposed Entity that were paid by the Company.

At June 30, 2025, $ 0.1 million was reflected on the Company’s Consolidated Balance Sheets within other current assets, representing the remaining balance on this note receivable.

At December 31, 2025, $ 0.1 million was reflected on the Company’s Consolidated Balance Sheets within other current assets, representing the remaining balances on this note receivable.

Remaining principal and interest payments are scheduled to be made in periodic installments through fiscal year 2026.

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The note bears simple interest at a rate of 4.0 % and requires annual minimum payments of $ 0.1 million inclusive of principal and accrued interest, with any remaining principal and accrued interest due and payable in full on December 31, 2027.

Amounts outstanding under the note are reflected on the Company’s Consolidated Balance Sheets within other current assets and other assets (“Land Development Project”).

This receivable was paid in full at December 31, 2025 (“Land Development Project”).

From time to time, the Company conducts or has conducted business with the following related parties:

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• The Company is party to a management services agreement with SunTx, under which the Company pays SunTx $ 0.38 million per fiscal quarter and reimburses certain travel and other out-of-pocket expenses associated with services rendered under the management services agreement.

The following table presents revenues earned and expenses incurred by the Company during the three months ended June 30, 2025 and 2024, and accounts receivable and payable balances at June 30, 2025 and September 30, 2024, related to transactions with the related parties described above (in thousands):

The following table presents revenues earned and expenses incurred by the Company during the three months ended December 31, 2025 and 2024, and accounts receivable and payable balances at December 31, 2025 and September 30, 2025, related to transactions with the related parties described above (in thousands):

Revenue Earned (Expense Incurred) Accounts Receivable (Payable)

For the Three Months Ended June 30, For the Nine Months Ended June 30, June 30, September 30,

For the Three Months Ended December 31, December 31, September 30,

2025 2024 2025 2025

(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)

(unaudited) (unaudited) (unaudited)

Purchaser of Subsidiary $ — $ — $ 104 $ 104

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Subcontracting Services ( 1,551 ) (1)

( 1,925 ) (1)

( 218 ) ( 951 )

Island Pond ( 100 ) (2)

SunTx ( 1,406 ) (2)

(1) Cost is reflected as cost of revenues on the Company’s Consolidated Statements of Comprehensive Income.

(2) Cost of $ 0.6 million is reflected as general and administrative expenses on the Company’s Consolidated Statements of Comprehensive Income for the three months ended June 30, 2025.

Cost of $ 1.8 million is reflected as general and administrative expenses and $ 0.8 million is reflected as acquisition-related expenses on the Company’s Consolidated Statements of Comprehensive Income for the nine months ended June 30, 2025.

( 1,391 ) (2)

(1) Cost is reflected as cost of revenues in the Company’s Consolidated Statements of Comprehensive Income (Loss).

(2) Cost is reflected as general and administrative expenses in the Company’s Consolidated Statements of Comprehensive Income (Loss).

Note 13 - Share-Based Compensation

The Equity Incentive Plan was initially approved by the Company’s stockholders in 2016, was amended and restated in April 2018, and was further amended in May 2019 and January 2025.

The Equity Incentive Plan was initially approved by the Company’s stockholders in 2016, was amended and restated in April 2018, and was further amended in May 2019.

In connection with the 2018 amendment and restatement, the Company reserved 2,000,000 shares of Class A common stock for issuance pursuant to awards granted thereunder.

In March 2024, the Company’s stockholders approved an increase in such share reserve by an additional 1,000,000 shares.

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

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

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

At June 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 and acquisition-related expenses in the Consolidated Statements of Comprehensive Income during the three and nine months ended June 30, 2025 and 2024 (unaudited, in thousands):

For the Three Months Ended June 30,

Equity classified awards $ 3,904 $ 2,893

Liability classified awards 4,076 1,092

Employee stock purchase plan 584 54

Total share-based compensation expense $ 8,564 $ 4,039

For the Nine Months Ended June 30,

At December 31, 2025, there were 631,230 shares of Class A common stock remaining available for issuance under the Equity Incentive Plan.

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

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

At December 31, 2025, there were 1,843,202 shares of Class B common stock remaining available for issuance under the Restricted Stock Plan.

The following table summarizes the components of share-based compensation expense in the Consolidated Statements of Comprehensive Income (Loss) during the three months ended December 31, 2025 and 2024 (unaudited, in thousands):

For the Three Months Ended December 31,

Equity classified awards $ 14,608 $ 13,674

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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.

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

For the Nine Months Ended June 30,

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

Stock-based compensation is included in general and administrative expenses in the Consolidated Statements of Comprehensive Income (Loss).

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

For the Three Months Ended December 31,

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

Unvested shares, beginning balance 478,611 70.36 509,171 31.59

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Total 587,090

Market-Based Awards - Equity Classified Awards

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

Performance Stock Units - Equity Classified Awards

PSUs provide for the issuance of shares of Class A common stock upon vesting, which occurs at the end of the performance period based on achievement of certain Company performance metrics established by the Compensation Committee 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.

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

The achievement of performance goals is modified by the total stockholder return ranking of the Company against the Russell 2000 Index over the performance period and can increase or decrease the achieved award by up to 15 %.

With respect to certain outstanding PSUs, the Compensation Committee may, in its sole discretion, elect to settle all or a portion of vested PSUs in the form of cash, rather than common stock.

The Company recognizes expense, net of estimated forfeitures, for PSUs based on the forecasted achievement of Company performance metrics, multiplied by the fair value of the total number of shares of common stock that the Company anticipates will be issued based on such achievement.

During the nine months ended June 30, 2025, the Company awarded PSUs representing a target of 73,603 Class A shares and forecasted vesting of 55,202 of Class A shares to certain members of management.

During the three months ended December 31, 2025, the Company awarded PSUs representing a target of 55,732 Class A shares to certain members of Company management under the Equity Incentive Plan.

These grants are classified as equity awards.

The aggregate grant date fair value of these PSU awards was $ 4.7 million.

During the three and nine months ended June 30, 2025, the Company recorded compensation expense in connection with PSUs in the amount of $ 1.1 million and $ 2.8 million, respectively, which is reflected as general and administrative expenses in the Company’s Consolidated Statements of Comprehensive Income.

At June 30, 2025, the Company forecasted 366,793 shares of Class A common stock underlying PSUs as unvested and approximately $ 5.8 million of unrecognized compensation expense related to PSU awards, which will be recognized over a remaining weighted-average period of 2.3 years.

During the nine months ended June 30, 2025, 136,917 shares of Class A common stock and 61,000 shares of Class B common stock underlying PSUs were vested and issued.

During the three months ended December 31, 2025 and 2024, the Company recorded compensation expense in connection with PSUs in the amount of $ 1.9 million and $ 0.5 million, respectively, which is reflected as general and administrative expenses in the Company’s Consolidated Statements of Comprehensive Income (Loss).

At December 31, 2025, the Company forecasted 242,877 shares of Class A common stock underlying PSUs as unvested and approximately $ 9.4 million of unrecognized compensation expense related to PSU awards, which will be recognized over a remaining weighted-average period of 2.1 years.

During the three months ended December 31, 2025, 127,317 shares of Class A common stock were issued upon the vesting of PSUs.

Cash-Settled Restricted Stock Units - Liability Classified Awards

During the nine months ended June 30, 2025, the Company granted 80,614 cash-settled restricted stock units (“RSUs”) to employees of the Company under the Equity Incentive Plan.

The Company has previously granted cash-settled restricted stock units (“RSUs”) to employees of the Company under the Equity Incentive Plan.

The Company elects to account for forfeitures as they occur.

Compensation expense associated with all liability classified awards for the three and nine months ended June 30, 2025 was $ 4.1 million and $ 5.9 million, respectively, which is reflected as general and administrative expenses in the Consolidated Statements of Comprehensive Income.

At June 30, 2025 and September 30, 2024, the liability for cash-settled RSUs was $ 7.7 million and $ 3.7 million, respectively, and is included in accrued expenses and other current liabilities and other long-term liabilities.

At June 30, 2025, there was approximately $ 9.5 million of unrecognized compensation expense related to these awards, which will be recognized over a remaining weighted-average period of 3.2 years.

Compensation expense associated with prior awards for the three months ended December 31, 2025 and 2024 was $ 0.3 million and $ 0.7 million, respectively, which is reflected as general and administrative expenses in the Consolidated Statements of Comprehensive Income (Loss).

As of December 31, 2025 and 2024, the liability for cash-settled RSUs was $ 6.5 million and $ 2.5 million, respectively, and is included in accrued expenses and other current liabilities and other long-term liabilities.

At December 31, 2025, there was approximately $ 6.1 million of unrecognized compensation expense related to these awards, which will be recognized over a remaining weighted-average period of 2.4 years.

The grant date fair value of cash-settled RSU awards is based on the price of the Company’s Class A common stock and the number of RSUs awarded on the date of grant.

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Since that date, participants have purchased 111,259 shares under the ESPP.

Compensation expense associated with the ESPP was $ 0.6 million and $ 0.1 million for the three months ended June 30, 2025 and 2024, respectively, and $ 1.1 million and $ 0.4 million for the nine months ended June 30, 2025 and 2024, respectively.

Compensation expense is included in general and administrative expenses in the Consolidated Statements of Comprehensive Income.

Compensation expense associated with the ESPP for each of the three months ended December 31, 2025 and 2024 was $ 0.3 million, and is included in general and administrative expenses in the Consolidated Statements of Comprehensive Income (Loss).

Note 14 - Leases

The Company leases certain facilities, office space, vehicles and equipment.

As of June 30, 2025, operating leases under ASC Topic 842, Leases (“Topic 842”) were included in (i) operating lease right-of use assets, (ii) current portion of operating lease liabilities and (iii) operating lease liabilities, net of current portion on the Company’s Consolidated Balance Sheets in the amounts of $ 70.3 million, $ 17.5 million and $ 53.2 million, respectively.

As of June 30, 2025, the Company did not have any lease contracts that had not yet commenced but had created significant rights and obligations.

As of December 31, 2025, operating leases under ASC Topic 842, Leases (“Topic 842”) were included in (i) operating lease right-of use assets, (ii) current portion of operating lease liabilities and (iii) operating lease liabilities, net of current portion on the Company’s Consolidated Balance Sheets in the amounts of $ 94.3 million, $ 24.9 million and $ 70.2 million, respectively.

As of December 31, 2025, the Company did not have any lease contracts that had not yet commenced but had created significant rights and obligations.

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

For the Three Months Ended June 30,

Operating lease cost $ 5,052 $ 2,080

Short-term lease cost 6,972 6,189

Total lease expense $ 12,024 $ 8,269

For the Nine Months Ended June 30,

Operating lease cost $ 12,091 $ 4,454

Short-term lease cost 21,004 17,471

For the Three Months Ended December 31,

Operating lease expense $ 6,854 $ 3,192

Short-term lease expense 8,579 7,436

Total lease expense $ 15,433 $ 10,628

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These leases are entered into at periodic rental rates for an unspecified duration and typically have a termination for convenience provision.

As of June 30, 2025, the weighted-average remaining term of the Company’s leases was 4.4 years, and the weighted-average discount rate was 6.01 %.

As of June 30, 2025, the lease liability was equal to the present value of the remaining lease payments, discounted using the incremental borrowing rate on the Company’s secured debt using a single maturity discount rate, as such rate is not materially different from the discount rate applied to each of the leases in the portfolio.

The following table summarizes the Company’s undiscounted lease liabilities outstanding as of June 30, 2025 (unaudited, in thousands):

As of December 31, 2025, the weighted-average remaining term of the Company’s leases was 4.2 years, and the weighted-average discount rate was 6.10 %.

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

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

Fiscal Year Amount

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If the Company does not specifically designate a derivative as one of the above, changes in the fair value of the undesignated derivative instrument are reported in current period earnings.

Cash flows from designated derivative financial instruments are classified within the same category as the item being hedged in the Consolidated Statements of Cash Flows, while cash flows from undesignated derivative financial instruments are included as an investing activity.

Cash flows from designated derivative financial instruments are classified

within the same category as the item being hedged in the Consolidated Statements of Cash Flows, while cash flows from undesignated derivative financial instruments are included as an investing activity.

If the Company determines that it qualifies for and will designate a derivative as a hedging instrument, the Company formally documents all relationships between hedging activities, including the risk management objective and strategy for undertaking various hedge transactions.

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The Company performs an initial prospective assessment of hedge effectiveness on a quantitative basis between the inception date and the earlier of the first quarterly hedge effectiveness date or the issuance of the financial statements that include the hedged transaction.

On a quarterly basis, the Company assesses the effectiveness of designated hedges in offsetting the variability in the cash flows or fair

values of the hedged assets or obligations using a qualitative assessment.

On a quarterly basis, the Company assesses the effectiveness of its designated hedges in offsetting the variability in the cash flows or fair values of the hedged assets or obligations using the Hypothetical Derivative Method.

The Hypothetical Derivative Method compares the change in fair value or cash flows of the hedging instrument with the change in fair value or cash flows of a hypothetical derivative that represents the hedged risk.

The Company would discontinue hedge accounting prospectively when the derivative is no longer highly effective as a hedge, the underlying hedged transaction is no longer probable or the hedging instrument expires, is sold, terminated or exercised.

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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 interest rate swap and commodity derivative contracts for the three and nine months ended June 30, 2025 and 2024 and the fair value of these derivatives as of June 30, 2025 and September 30, 2024 (in thousands):

For the Three Months Ended June 30,

(unaudited) (unaudited)

Change in Change in

Income Statement Classification Realized Gain (Loss) Unrealized Gain (Loss) Total Gain (Loss) Realized Gain (Loss) Unrealized Gain (Loss) Total Gain (Loss)

Cost of revenues - Commodity Swap Contracts $ — $ — $ — $ — $ 10 $ 10

Interest expense, net - Interest Rate Swap Contracts 1,876 — 1,876 2,635 — 2,635

Total $ 1,876 $ — $ 1,876 $ 2,635 $ 10 $ 2,645

For the Nine Months Ended June 30,

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

For the Three Months Ended December 31,

(unaudited) (unaudited)

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Total $ 1,659 $ — $ 1,659 $ 2,185 $ — $ 2,185

June 30, 2025 September 30, 2024

December 31, 2025 September 30, 2025

Balance Sheet Classification (unaudited)

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Net unrealized gain position $ 6,444 $ 7,916

(1) Includes designated cash flow hedge of $ 9.4 million and $ 11.6 million as of June 30, 2025 and September 30, 2024, respectively.

(1) Includes designated cash flow hedge of $ 6.4 million and $ 7.9 million as of December 31, 2025 and September 30, 2025, respectively.

Note 16 - Fair Value Measurements

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2025 and September 30, 2024 under Topic 820 (in thousands):

June 30, 2025 September 30, 2024

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

December 31, 2025 September 30, 2025

Level 2 Level 2

Interest rate swaps $ 9,379 $ 11,646

Interest rate swap $ 6,444 $ 7,916

government securities 12,201 13,971

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The calculations are adjusted for credit risk.

Therefore, the Company’s derivative assets are classified within Level 2 of the fair value hierarchy.

Derivative assets are included within “Other assets” on the Company’s Consolidated Balance Sheets.

Therefore, the Company’s derivative assets and liabilities are classified within Level 2 of the fair value hierarchy.

Derivative assets are included within “Prepaid expenses and other current assets” and “Other assets” on the Company’s Consolidated Balance Sheets.

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

Note 17 - Commitments

Letters of Credit

Under the Revolving Credit Facility, the Company had a total capacity of $ 500.0 million at June 30, 2025 that may be used for a combination of cash borrowings and letter of credit issuances.

At June 30, 2025, the Company had aggregate letters of credit outstanding in the amount of $ 6.5 million, primarily related to certain insurance policies as described in Note 2 - Significant Accounting Policies.

Under the Revolving Credit Facility, the Company has a total capacity of $ 500.0 million that may be used for a combination of cash borrowings and letter of credit issuances.

At December 31, 2025, the Company had aggregate letters of credit outstanding in the amount of $ 6.6 million, primarily related to certain insurance policies as described in Note 2 - Significant Accounting Policies.

Purchase Commitments

As of June 30, 2025, the Company had unconditional purchase commitments for diesel fuel and natural gas in the normal course of business in the aggregate amount of $ 2.2 million.

Management does not expect any significant changes in the market value of these goods during the commitment period that would have a material adverse effect on the financial condition, results of operations or cash flows of the Company.

As of June 30, 2025, the Company’s purchase commitments for the remainder of fiscal 2025 and for fiscal 2026 were as follows (unaudited, in thousands):

As of December 31, 2025, the Company had unconditional purchase commitments for diesel fuel in the normal course of business in the aggregate amount of $ 0.9 million.

As of December 31, 2025, the Company’s purchase commitments for the remainder of fiscal 2026 and in 2027 were as follows (unaudited, in thousands):

Fiscal Year Amount

Remainder of 2026 $ 776

Total $ 2,216

Minimum Royalties

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however, certain agreements have minimum annual payments.

The Company had commitments in the form of minimum royalties as of June 30, 2025 in the amount of $ 3.5 million, due as follows (unaudited, in thousands):

The Company had commitments in the form of minimum royalties as of December 31, 2025 in the amount of $ 3.6 million, due as follows (unaudited, in thousands):

Fiscal Year Amount

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Total $ 3,588

Royalty expense recorded in cost of revenue was $ 0.8 million and $ 0.5 million for the three months ended June 30, 2025 and 2024, respectively, and $ 2.2 million and $ 1.3 million for the nine months ended June 30, 2025 and 2024, respectively.

Royalty expense recorded in cost of revenue during the three months ended December 31, 2025 and 2024 was $ 0.7 million and $ 0.6 million, respectively.

Note 18 - Restricted Investments

The following is a summary of the Company’s debt securities as of June 30, 2025 and September 30, 2024 (in thousands):

June 30, 2025

The following is a summary of the Company’s debt securities as of December 31, 2025 and September 30, 2025 (in thousands):

December 31, 2025

Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value

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Municipal government securities 1,037 4 16 1,025

Agency backed securities 1,123 12 21 1,114

Other debt securities 2,470 28 4 2,494

Total $ 20,917 $ 262 $ 71 $ 21,108

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Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value

U.S government securities $ 8,332 $ 76 $ 70 $ 8,338

government securities $ 13,938 $ 96 $ 63 $ 13,971

Corporate debt securities 5,552 138 19 5,671

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Total $ 23,030 $ 265 $ 119 $ 23,176

The amortized cost and fair value of debt securities classified as available for sale by contractual maturity, as of June 30, 2025, are as follows (unaudited, in thousands):

The amortized cost and fair value of debt securities classified as available for sale by contractual maturity, as of December 31, 2025, are as follows (unaudited, in thousands):

Amortized Cost Fair Value

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Note 19 - Other Comprehensive Income (Loss)

Comprehensive income comprises two subsets:

Comprehensive income (loss) comprises two subsets:

net income and OCI.

The components of OCI are presented in the accompanying Consolidated Statements of Comprehensive Income and Consolidated Statements of Stockholders’ Equity, net of applicable taxes.

The Company’s interest rate swap contract hedge included in other comprehensive income (loss) was entered into on July 1, 2022 with an original notional value of $ 300.0 million.

The components of other comprehensive income (loss) are presented in the accompanying Consolidated Statements of Comprehensive Income (Loss) and Consolidated Statements of Stockholders’ Equity, net of applicable taxes.

The Company’s interest rate swap contract hedge included in other comprehensive

income was entered into on July 1, 2022 with an original notional value of $ 300.0 million.

The maturity date of this swap is June 30, 2027.

Amounts in accumulated other comprehensive income (“AOCI”), net of tax, at June 30, 2025 and September 30, 2024, were as follows (in thousands):

AOCI June 30, 2025 (unaudited) September 30, 2024

Amounts in accumulated other comprehensive income (“AOCI”), net of tax, at December 31, 2025 and September 30, 2025, were as follows (in thousands):

AOCI December 31, 2025 (unaudited) September 30, 2025

Interest rate swap contract, net of blend and extend arrangement $ 4,128 $ 5,705

Unrealized loss on available-for-sale securities 35 34

Less tax effect of other comprehensive income (loss) items ( 1,822 ) ( 2,384 )

Unrealized gain on available-for-sale securities 191 146

Less tax effect of other comprehensive income items ( 1,124 ) ( 1,482 )

Total 3,195 4,369

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

AOCI Interest Rate Hedge

Balance at September 30, 2025 $ 4,369

Net OCI changes ( 1,174 )

Balance at June 30, 2025 (unaudited) $ 5,485

AOCI Interest Rate Hedge

Balance at December 31, 2025 (unaudited) $ 3,195

Balance at September 30, 2024 $ 7,502

Net OCI changes 2,536

Balance at June 30, 2024 (unaudited) $ 13,807

Balance at December 31, 2024 (unaudited) $ 10,038

Amounts reclassified from AOCI to earnings are as follows (unaudited, in thousands):

For the Three Months Ended June 30,

Interest expense (benefit) $ ( 1,876 ) $ ( 2,635 )

Realized loss on restricted investments 37 4

Benefit from income taxes 446 654

Total reclassifications from AOCI to earnings $ ( 1,393 ) $ ( 1,977 )

For the Nine Months Ended June 30,

For the Three Months Ended December 31,

Interest expense (benefit) $ ( 1,659 ) $ ( 2,185 )

Realized loss on restricted investments 9 19

Benefit from income taxes 1,414 1,953

Expense (benefit) from income taxes 399 524

Total reclassifications from AOCI to earnings $ ( 1,251 ) $ ( 1,642 )

Note 20 - Subsequent Events

Texas Acquisition

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 $ 200.0 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.

Acquisition of GMJ Paving Company, LLC

On January 30, 2026, the Company acquired substantially all of the assets of GMJ Paving Company, LLC (“GMJ ” ), an asphalt manufacturing and construction business in the Houston, Texas metro area, for $ 40.0 million of cash, which was paid from available cash on hand and a draw from the Revolving Credit Facility.

The transaction added an HMA plant in Baytown, Texas and related crews and equipment, expanding the Company’s operations in southeastern Texas.

As of the date of this report, the total amount of consideration for this transaction remains subject to post-closing adjustments with respect to working capital and other matters.

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-Q

Item 1. Financial Statements