What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-02-09 compared with 2025-08-07 · 82 added, 134 removed, 147 unchanged (60% of the section changed)

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Contract Backlog

At June 30, 2025, our contract backlog was $2.9 billion.

At December 31, 2025, our contract backlog was $3.1 billion.

Contract backlog is a financial measure that reflects the dollar value of work that the Company expects to perform in the future.

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For uncompleted work on contracts in progress, we include (i) executed change orders, (ii) pending change orders for which we expect to receive confirmation in the ordinary course of business and (iii) claims that we have made against our customers for which we have determined we have a legal basis under existing contractual arrangements and as to which we consider collection to be probable.

Backlog of uncompleted work on contracts under which work was either in progress or had not yet begun was $2.2 billion at June 30, 2025.

Backlog of uncompleted work on contracts under which work was either in progress or had not yet begun was $2.4 billion at December 31, 2025.

Our contract backlog also includes low bid/no contract projects, which consist of (i) public bid projects for which we were the low bidder and no contract has been executed and (ii) private work projects for which we have been notified that we are the low bidder or have been given a notice to proceed, but no contract has been executed.

Low bid/no contract backlog was $0.7 billion at June 30, 2025.

Low bid/no contract backlog was $0.7 billion at December 31, 2025.

Recent Developments

Business Acquisitions

On May 1, 2025, we acquired all of the outstanding capital stock of "PRI".

The transaction established our 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.

On October 6, 2025, we acquired certain asphalt manufacturing and construction assets from affiliates of Vulcan Materials Company in the Houston, Texas metro area.

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

For further discussion regarding this transaction, see Note 4 - Business Acquisitions to the unaudited consolidated financial statements included elsewhere in this report.

On August 1, 2025, we acquired all the outstanding capital stock of Durwood Greene, an asphalt manufacturing and construction business headquartered in Stafford, Texas.

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

On October 20, 2025, we acquired all of the equity interests of P&S Paving, LLC, an asphalt manufacturing and construction business headquartered in Daytona Beach, Florida.

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

For further discussion regarding this transaction, see Note 4 - Business Acquisitions to the unaudited consolidated financial statements included elsewhere in this report.

On January 30, 2026, we acquired substantially all of the assets of GMJ Paving Company, LLC , an asphalt manufacturing and construction business in the Houston, Texas metro area.

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

For further discussion regarding this transaction, see Note 20 - Subsequent Events to the unaudited consolidated financial statements included elsewhere in this report.

Amendment to Term Loan A / Revolver Credit Agreement

On June 30, 2025, we entered into an amendment to the Term Loan A/ Revolver Credit Agreement to, among other things, (i) increase the existing Revolving Credit Facility thereunder from $400.0 million to $500.0 million, (ii) increase the existing Term Loan A thereunder from $400.0 million to $600.0 million, (iii) permit us to request one or more incremental term loans or an increase in the commitments under the Revolving Credit Facility on certain terms and conditions specified therein, and (iv) extend the maturity date for all outstanding borrowings under the Term Loan A / Revolver Credit Agreement to June 28, 2030.

The amendment also (i) modified certain negative covenants, (ii) replaced the consolidated fixed charge coverage ratio covenant with a consolidated interest coverage ratio covenant, (iii) adjusted the maximum consolidated net leverage ratio permitted thereunder and (iv) removed the 0.10% adjustment to SOFR-based interest rates under the Term Loan A / Revolver Credit Agreement.

A portion of the proceeds from the increased Term Loan A / Revolver Credit Agreement were used to pay off the outstanding principal balance under the Revolving Credit Facility.

For further discussion regarding the amendment and the terms of the Term Loan A / Revolved Credit Agreement following the amendment, see Note 8 - Debt to the unaudited consolidated financial statements included elsewhere in this report.

How We Assess Performance of Our Business

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Acquisition-related expenses include costs incurred in connection with our business acquisitions.

These expenses typically include legal, accounting, tax, other professional costs and employee transaction bonuses.

These expenses typically include legal, accounting, tax, other professional costs, employee transaction bonuses and contingent consideration payable to sellers in connection with the achievement of specified performance criteria.

Gain on Sale of Property, Plant and Equipment

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Other Key Performance Indicators - Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income

Adjusted EBITDA represents net income before, as applicable from time to time, (i) interest expense, net, (ii) provision (benefit) for income taxes, (iii) depreciation, depletion, accretion and amortization, (iv) share-based compensation expense, (v) loss on the extinguishment of debt and (vi) nonrecurring expenses related to transformative acquisitions, which management considers to include transactions of a size that would require clearance under federal antitrust laws, such as the Lone Star Acquisition.

Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenues for each period.

Adjusted Net Income represents net income before (i) nonrecurring expenses related to transformative acquisitions, which management considers to include transactions of a size that would require clearance under federal antitrust laws, such as the Lone Star Acquisition, and (ii) nonrecurring fees associated with financing arrangements incurred in connection with transformative acquisitions, such as a bridge loan associated with the Lone Star Acquisition.

Adjusted net income represents net income before (i) nonrecurring expenses related to transformative acquisitions, which management considers to include transactions of a size that would require clearance under federal antitrust laws, and (ii) nonrecurring fees associated with financing arrangements incurred in connection with transformative acquisitions.

These metrics are supplemental measures of our operating performance that are neither required by, nor presented in accordance with, GAAP.

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Potential differences may include differences in capital structures, tax positions and the age and book depreciation of intangible and tangible assets.

The following table presents a reconciliation of net income, the most directly comparable measure calculated in accordance with GAAP, to Adjusted EBITDA and the calculation of Adjusted EBITDA margin for the periods presented (unaudited, in thousands, except percentages):

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

2025 2024 2025 2024

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

The following table presents a reconciliation of net income (loss), the most directly comparable measure calculated in accordance with GAAP, to Adjusted EBITDA and the calculation of Adjusted EBITDA margin for the periods presented (unaudited, in thousands, except percentages):

For the Three Months Ended December 31,

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

Interest expense, net 27,370 18,130

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

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

Depreciation, depletion, accretion and amortization 45,030 31,184

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Adjusted EBITDA margin 13.9 % 12.3 %

The following table presents a reconciliation of net income, the most directly comparable measure calculated in accordance with GAAP, to Adjusted Net Income for the periods presented (in thousands):

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

2025 2024 2025 2024

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

The following table presents a reconciliation of net income (loss), the most directly comparable measure calculated in accordance with GAAP, to Adjusted net income for the periods presented (in thousands):

For the Three Months Ended December 31,

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

Transformative acquisition expenses 11,287 18,463

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Adjusted net income $ 26,409 $ 13,270

Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024

The following table sets forth selected financial data for the three months ended June 30, 2025 and 2024 (unaudited, in thousands, except percentages):

Results of Operations

Three Months Ended December 31, 2025 Compared to Three Months Ended December 31, 2024

The following table sets forth selected financial data for the three months ended December 31, 2025 and 2024 (unaudited in thousands, except percentages):

Change From the Three Months Ended

For the Three Months Ended June 30, June 30, 2024

For the Three Months Ended December 31, December 31, 2024

to the Three Months Ended

2025 2024 June 30, 2025

Revenues Dollars % of

Revenues $ 779,277 100.0 % $ 517,794 100.0 % $ 261,483 50.5 %

Cost of revenues 647,467 83.1 % 434,302 83.9 % 213,165 49.1 %

Gross profit 131,810 16.9 % 83,492 16.1 % 48,318 57.9 %

General and administrative expenses (51,026) (6.6) % (37,987) (7.3) % (13,039) 34.3 %

Acquisition-related expenses (1,816) (0.2) % (941) (0.2) % (875) 93.0 %

Gain on sale of property, plant and equipment 3,975 0.5 % 1,093 0.2 % 2,882 263.7 %

Operating income 82,943 10.6 % 45,657 8.8 % 37,286 81.7 %

Interest expense, net (25,239) (3.2) % (4,673) (0.9) % (20,566) 440.1 %

Other income 246 — % 32 — % 214 668.8 %

Income before provision for income taxes and earnings from investment in joint venture 57,950 7.4 % 41,016 7.9 % 16,934 41.3 %

Provision for income taxes 13,903 1.7 % 10,108 2.0 % 3,795 37.5 %

Net income $ 44,047 5.7 % $ 30,908 5.9 % $ 13,139 42.5 %

Adjusted EBITDA $ 131,710 16.9 % $ 73,235 14.1 % $ 58,475 79.8 %

Adjusted Net Income $ 45,248 5.8 % $ 30,908 6.0 % $ 14,340 46.4 %

Revenues for the three months ended June 30, 2025 increased $261.5 million, or 50.5%, to $779.3 million from $517.8 million for the three months ended June 30, 2024.

The increase included $235.7 million of revenues attributable to acquisitions completed during or subsequent to the three months ended June 30, 2024 and $25.8 million of revenues in our existing markets from contract work and sales of HMA and aggregates to third parties.

The 5.0% increase in revenues in our existing markets was due to strong demand in both public and private work.

Gross Profit.

Gross profit for the three months ended June 30, 2025 increased $48.3 million, or 57.9%, to $131.8 million from $83.5 million for the three months ended June 30, 2024.

The increase in gross profit was primarily the result of a 50.5% increase in revenues for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and a higher gross profit margin on such revenues due to efficient utilization of our plants, terminals and equipment fleet and completion of new backlog with more favorable margins.

General and Administrative Expenses.

General and administrative expenses for the three months ended June 30, 2025 increased $13.0 million, or 34.3%, to $51.0 million from $38.0 million for the three months ended June 30, 2024.

The increase was primarily attributable to general and administrative expenses associated with the operations of businesses acquired during or subsequent to June 30, 2024 and an increase in share-based compensation expense.

Acquisition-Related Expenses.

Acquisition-related expenses for the three months ended June 30, 2025 increased $0.9 million to $1.8 million from $0.9 million for the three months ended June 30, 2024.

Gain on Sale of Property, Plant and Equipment .

Gain on sale of property, plant and equipment for the three months ended June 30, 2025 increased $2.9 million, or 263.7%, to $4.0 million from $1.1 million for the three months ended June 30, 2024.

The increase was primarily the result of higher disposals of equipment and components during the three months ended June 30, 2025.

Interest Expense, Net.

Interest expense, net for the three months ended June 30, 2025 increased $20.6 million, or 440.1%, to $25.2

million compared to $4.7 million for the three months ended June 30, 2024.

The increase in interest expense, net was primarily related to borrowings under the Term Loan B Credit Agreement that we entered into on November 1, 2024 and fees associated with amendments to, and additional borrowings under, our Term Loan A/ Revolver Credit Agreement.

Provision for Income Taxes.

Our effective tax rate decreased to 24.0% for the three months ended June 30, 2025, from 24.6% for the three months ended June 30, 2024.

Our lower effective tax rate during the three months ended June 30, 2025 was due to differences in state tax rates at our operating subsidiaries.

Net income increased $13.1 million to $44.0 million for the three months ended June 30, 2025, compared to $30.9 million for the three months ended June 30, 2024.

The increase in net income was primarily the result of higher gross profit and gain on sale of property, plant and equipment, partially offset by higher general and administrative expenses, interest expense and provision for income taxes, all as described above.

Adjusted EBITDA and Adjusted EBITDA Margin.

Adjusted EBITDA and Adjusted EBITDA Margin were $131.7 million and 16.9%, respectively, for the three months ended June 30, 2025, compared to $73.2 million and 14.1%, respectively, for the three months ended June 30, 2024.

The increase in Adjusted EBITDA and Adjusted EBITDA Margin resulted from an increase in gross profit and gain on sale of property, plant and equipment, partially offset by higher general and administrative expenses, all as described above.

See the description of Adjusted EBITDA and Adjusted EBITDA Margin, as well as a reconciliation of Adjusted EBITDA to net income, under the heading “How We Assess Performance of Our Business”.

Adjusted Net Income.

Adjusted Net Income increased $14.3 million to $45.2 million for the three months ended June 30, 2025, compared to $30.9 million for the three months ended June 30, 2024.

The increase in Adjusted Net Income was primarily a result of higher gross profit and gain on sale of property, plant and equipment, partially offset by higher general and administrative expenses and interest expense under the Term Loan B, all as described above.

See the description of Adjusted Net Income, as well as a reconciliation of Adjusted Net Income to net income, under the heading “How We Assess Performance of Our Business”.

Nine Months Ended June 30, 2025 Compared to Nine Months Ended June 30, 2024

The following table sets forth selected financial data for the nine months ended June 30, 2025 and 2024 (unaudited, in thousands, except percentages):

Change From the Nine Months Ended

For the Nine Months Ended June 30, June 30, 2024

to the Nine Months Ended

2025 2024 June 30, 2025

2025 2024 December 31, 2025

Revenues Dollars % of

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Interest expense, net (27,370) (3.4) % (18,130) (3.2) % (9,240) 51.0 %

Other income 508 — % 50 — % 458 916.0 %

Income before provision for income taxes and earnings from investment in joint venture 59,587 3.1 % 52,535 4.1 % 7,052 13.4 %

Provision for income taxes 14,364 0.8 % 12,905 1.0 % 1,459 11.3 %

Loss from investment in joint venture (12) 0.1 % (3) — % (9) 300.0 %

Net income $ 45,211 2.4 % $ 39,627 3.1 % $ 5,584 14.1 %

Other income (expense) (253) — % 421 — % (674) (160.1) %

Income (loss) before provision for income taxes 22,786 2.8 % (3,901) (0.7) % 26,687 (684.1) %

Provision (benefit) for income taxes 5,580 0.7 % (849) (0.2) % 6,429 (757.2) %

Earnings from investment in joint venture (1) — % 1 — % (2) (200.0) %

Net income (loss) $ 17,205 2.1 % $ (3,051) (0.5) % $ 20,256 (663.9) %

Adjusted EBITDA $ 112,201 13.9 % $ 68,797 12.3 % $ 43,404 63.1 %

Adjusted net income $ 26,409 3.3 % $ 13,270 2.4 % $ 13,139 99.0 %

Revenues for the nine months ended June 30, 2025 increased $0.6 billion, or 48.7%, to $1.9 billion from $1.3 billion for the nine months ended June 30, 2024.

The increase included $529.6 million of revenues attributable to acquisitions completed during or subsequent to the nine months ended June 30, 2024 and $97.2 million of revenues attributable to our existing markets from contract work and sales of HMA and aggregates to third parties.

Revenues for the three months ended December 31, 2025 increased $247.9 million, or 44.1%, to $809.5 million from $561.6 million for the three months ended December 31, 2024.

The increase included $228.2 million of revenues attributable to acquisitions completed during or subsequent to the three months ended December 31, 2024 and $19.7 million of revenues in our existing markets from contract work and sales of HMA and aggregates to third parties.

The 3.5% increase in revenues in our existing markets was due to strong demand in both public and private work.

Gross Profit.

Gross profit for the nine months ended June 30, 2025 increased $105.6 million, or 60.6%, to $279.7 million from $174.2 million for the nine months ended June 30, 2024.

The increase in gross profit was primarily the result of a 48.7% increase in revenues for the nine months ended June 30, 2025 compared to the nine months ended June 30, 2024 and a higher gross profit margin on such revenues due to efficient utilization of our plants, terminals and equipment fleet and completion of new backlog with more favorable margins.

Gross profit for the three months ended December 31, 2025 increased $44.9 million, or 58.7%, to $121.5 million from $76.6 million for the three months ended December 31, 2024.

The increase in gross profit was primarily the result of the 44.1% increase in revenues for the three months ended December 31, 2025 compared to the three months ended December 31, 2024 and a higher gross profit margin.

The higher gross profit margin was due to efficient utilization of our plants, terminals and equipment fleet.

General and Administrative Expenses.

General and administrative expenses for the nine months ended June 30, 2025 increased $32.5 million, or 29.7%, to $141.9 million from $109.4 million for the nine months ended June 30, 2024.

General and administrative expenses for the three months ended December 31, 2025 increased $17.2 million, or 38.9%, to $61.5 million from $44.3 million for the three months ended December 31, 2024.

The increase was attributable to general and administrative expenses associated with the operations of businesses acquired during or subsequent to December 31, 2024 and an increase in share-based compensation expense.

Acquisition-related expenses.

Acquisition-related expenses for the nine months ended June 30, 2025 increased $20.0 million to $22.2 million from $2.2 million for the nine months ended June 30, 2024.

The increase was primarily due to the $19.0 million of acquisition-related expenses attributable to the Lone Star Acquisition.

Acquisition-related expenses for the three months ended December 31, 2025 decreased $7.9 million to $11.6 million from $19.5 million for the three months ended December 31, 2024.

The decrease was primarily due to lower transformative acquisition expenses during the three months ended December 31, 2025.

Gain on Sale of Property, Plant and Equipment.

Gain on sale of property, plant and equipment for the nine months ended June 30, 2025 increased $5.4 million, or 185.0%, to $8.4 million from $3.0 million for the nine months ended June 30, 2024.

The increase was primarily the result of higher disposals of equipment and components during the nine months ended June 30, 2025.

Gain on sale of property, plant and equipment for the three months ended December 31, 2025 increased $1.0 million, or 93.3%, to $2.0 million from $1.0 million for the three months ended December 31, 2024.

The increase was primarily the result of higher disposals of equipment and components during the three months ended December 31, 2025.

Interest Expense, Net.

Interest expense, net for the nine months ended June 30, 2025 increased $52.0 million, or 400.2%, to $65.0 million compared to $13.0 million for the nine months ended June 30, 2024.

The increase in interest expenses, net was primarily related to borrowings under the Term Loan B Credit Agreement that we entered into on November 1, 2024, and fees associated with amendments to, and additional borrowings under, our Term Loan A / Revolver Credit Agreement.

Interest expense, net for the three months ended December 31, 2025 increased $9.3 million, or 51.0%, to $27.4 million compared to $18.1 million for the three months ended December 31, 2024.

The increase in interest expense, net was primarily related to borrowings under the Term Loan B Credit Agreement that was entered into on November 1, 2024 and additional borrowings under our Term Loan A / Revolver Credit Agreement.

Provision for Income Taxes.

Our effective tax rate decreased to 24.1% for the nine months ended June 30, 2025, from 24.6% for the nine months ended June 30, 2024.

Our lower effective tax rate during the nine months ended June 30, 2025 was due to differences in state tax rates at our operating subsidiaries.

Net income increased $5.6 million to $45.2 million for the nine months ended June 30, 2025, compared to $39.6 million for the nine months ended June 30, 2024.

The increase in net income was primarily a result of higher gross profit and gain on sale of property, plant and equipment, partially offset by an increase in general and administrative expenses, acquisition-related expenses, interest expense and provision for income taxes, all as described above.

Our effective tax rate increased to 24.5% for the three months ended December 31, 2025, from 21.8% for the three months ended December 31, 2024.

Our higher effective tax rate during the three months ended December 31, 2025 was due to differences in state tax rates at our operating subsidiaries.

Net Income (Loss).

Net income increased $20.3 million, or 663.9%, to $17.2 million for the three months ended December 31, 2025, compared to net loss of $3.1 million for the three months ended December 31, 2024.

The increase in net income was primarily a result of higher gross profit and decrease in acquisition-related expenses, partially offset by an increase in general and administrative expenses, interest expense and provision for income taxes, all as described above.

Adjusted EBITDA and Adjusted EBITDA Margin.

Adjusted EBITDA and Adjusted EBITDA Margin were $269.8 million and 14.1%, respectively, for the nine months ended June 30, 2025, compared to $143.6 million and 11.2%, respectively, for the nine months ended June 30, 2024.

See the description of Adjusted EBITDA and Adjusted EBITDA Margin, as well as a reconciliation of Adjusted EBITDA to net income, under the heading “How We Assess Performance of Our Business”.

Adjusted EBITDA and Adjusted EBITDA margin were $112.2 million and 13.9%, respectively, for the three months ended December 31, 2025, compared to $68.8 million and 12.3%, respectively, for the three months ended December 31, 2024.

The increase in Adjusted EBITDA and Adjusted EBITDA margin resulted from a $20.3 million increase in net income as described above, a $13.8 million increase in depreciation, depletion, accretion and amortization, a $9.2 million increase in interest expense, net, and a $0.8 million increase in share-based compensation expense, offset by a decrease of $7.2 million in transformative acquisition expenses.

For a description of Adjusted EBITDA and Adjusted EBITDA margin, as well as a reconciliation of Adjusted EBITDA to net income, see above under the heading “How We Assess Performance of Our Business — Other Key Performance Indicators — Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income.”

Adjusted Net Income.

Adjusted Net Income increased $23.3 million to $62.9 million for the nine months ended June 30, 2025, compared to Adjusted Net Income of $39.6 million for the nine months ended June 30, 2024.

See the description of Adjusted Net Income, as well as a reconciliation of adjusted net income to net income, under the heading “How We Assess Performance of Our Business”.

Adjusted net income increased $13.1 million, or 99.0%, to $26.4 million for the three months ended December 31, 2025, compared to $13.3 million for the three months ended December 31, 2024.

The increase in Adjusted net income was primarily a result of higher gross profit, partially offset by an increase in general and administrative expenses, interest expense under the Term Loan B and additional borrowings under our Term Loan A / Revolver Credit Agreement and provision for income taxes, all as described above.

For a description of Adjusted net income, as well as a reconciliation of Adjusted net income to net income, see above under the heading “How We Assess Performance of Our Business — Other Key Performance Indicators — Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income.”

Liquidity and Capital Resources

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The following table sets forth our cash flows for the periods indicated (unaudited, in thousands):

For the Nine Months Ended June 30,

For the Three Months Ended December 31,

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

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Operating Activities

During the nine months ended June 30, 2025, cash provided by operating activities, net of acquisitions, was $179.3 million, primarily as a result of:

• net income of $45.2 million, including $107.7 million of depreciation, depletion, accretion and amortization, $26.9 million of share-based compensation expense and $8.4 million of gain on sale of property, plant and equipment;

During the three months ended December 31, 2025, cash provided by operating activities, net of acquisitions, was $82.6 million, primarily as a result of:

• net income of $17.2 million, including $45.0 million of depreciation, depletion, accretion and amortization and $14.9 million of share-based compensation expense, $2.0 million of gain on sale of property, plant and equipment, and $0.8 million of deferred income tax benefit;

• a decrease in contracts receivable including retainage, net of $127.0 million due to normal fluctuations resulting from the timing of processing transactions in our accounts receivable cycle;

• an increase in inventories of $4.9 million due to acquisitions, growth in existing markets, higher inventory costs and normal fluctuations in our inventory cycle;

• an increase in accounts payable and accrued expenses and other current liabilities of $34.6 million due to the timing of processing transactions in our accounts payable cycle;

• an increase in inventories of $3.3 million due to increased inventories from acquisitions, growth in existing markets, higher inventory costs and normal fluctuations in our inventory cycle;

• a decrease in accounts payable and accrued expenses and other current liabilities of $93.6 million due to the timing of processing transactions in our accounts payable cycle;

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

During the nine months ended June 30, 2024, cash provided by operating activities, net of acquisitions, was $113.2 million, primarily as a result of:

• net income of $39.6 million, including $67.5 million of depreciation, depletion, accretion and amortization, $10.2 million of share-based compensation expense and $3.0 million of gain on sale of property, plant and equipment;

• an increase in contracts receivable including retainage, net of $11.3 million due to normal fluctuations resulting from the timing of processing transactions in our accounts receivable cycle;

• an increase in inventories of $17.0 million due to acquisitions, growth in existing markets, higher inventory costs and normal fluctuations in our inventory cycle;

• an increase in accounts payable and accrued expenses and other current liabilities of $6.0 million due to the timing of processing transactions in our accounts payable cycle;

During the three months ended December 31, 2024, cash provided by operating activities, net of acquisitions, was $40.7 million, primarily as a result of:

• net loss of $3.1 million, including $31.2 million of depreciation, depletion, accretion and amortization and $14.4 million of share-based compensation expense, $1.1 million of gain on sale of property, plant and equipment, and $1.4 million of deferred income tax benefit;

• a decrease in contracts receivable including retainage, net of $62.6 million due to normal fluctuations resulting from the timing of processing transactions in our accounts receivable cycle;

• an increase in inventories of $10.4 million due to increased inventories from acquisitions, growth in existing markets, higher inventory costs and normal fluctuations in our inventory cycle;

• a decrease in accounts payable and accrued expenses and other current liabilities of $54.0 million due to the timing of processing transactions in our accounts payable cycle;

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

Investing Activities

During the nine months ended June 30, 2025, cash used in investing activities was $1.0 billion, of which $935.7 million related to acquisitions completed in the period, $104.9 million was invested in property, plant and equipment and $12.2 million was invested in restricted investments by the Captive, partially offset by $11.3 million of proceeds from the sale of property, plant and equipment and $8.4 million of proceeds from the sale of restricted investments.

During the nine months ended June 30, 2024, cash used in investing activities was $199.1 million, of which $135.2 million related to acquisitions completed in the period, $70.4 million was invested in property, plant and equipment and $4.4 million was invested in restricted investments by the Captive, partially offset by $8.0 million of proceeds from the sale of property, plant and equipment and $2.9 million of proceeds from the sale of restricted investments.

During the three months ended December 31, 2025, cash used in investing activities was $242.9 million, of which $215.1 million related to acquisitions completed or finalized in the period, $35.5 million was invested in property, plant and equipment and $1.5 million was used to purchase restricted investments, partially offset by $5.5 million of proceeds from the sale of property, plant and equipment and $3.7 million of proceeds from the sale of restricted investments.

During the three months ended December 31, 2024, cash used in investing activities was $679.0 million, of which $654.2 million related to acquisitions completed in the period, $26.8 million was invested in property, plant and equipment and $2.3 million was used to purchase restricted investments, partially offset by $1.8 million of proceeds from the sale of property, plant and equipment and $2.4 million of proceeds from the sale of restricted investments.

Financing Activities

During the nine months ended June 30, 2025, cash provided by financing activities was $893.4 million.

We received $835.0 million of net proceeds from our Term Loan B, which were primarily used for the Lone Star Acquisition completed in the period, and $218.4 million of net proceeds from our Revolving Credit Facility, which were primarily used for other acquisitions completed during the period.

This cash flow was partially offset by $137.7 million of principal payments on long-term debt and purchase of treasury stock of $20.8 million.

During the nine months ended June 30, 2024, cash provided by financing activities was $95.3 million.

We received $149.4 million of proceeds from our Revolving Credit Facility, which were primarily used for acquisitions completed in the period.

This cash flow was partially offset by $47.5 million of principal payments on long-term debt and purchase of treasury stock of $6.6 million.

During the three months ended December 31, 2025, cash provided by financing activities was $105.5 million.

We received $140.0 million of net proceeds from our Revolving Credit Facility, which were used for acquisitions completed in the period.

This cash flow was partially offset by $9.6 million of principal payments on long-term debt, $22.4 million for the purchase of treasury stock and $2.5 million for settlement of performance share awards.

During the three months ended December 31, 2024, cash provided by financing activities was $694.8 million.

We received $835.0 million of net proceeds from our Term Loan B, which were primarily used for the Lone Star Acquisition completed in the period.

This cash flow was partially offset by $128.2 million of principal payments on long-term debt and $12.1 million for the purchase of treasury stock.

Capital Requirements and Sources of Liquidity

During the nine months ended June 30, 2025 and 2024, our capital expenditures were approximately $104.9 million and $70.4 million, respectively.

During the three months ended December 31, 2025 and 2024, our capital expenditures were approximately $35.5 million and $26.8 million, respectively.

Our capital expenditures are typically made during the fiscal year in which they are approved.

At June 30, 2025, our commitments for capital expenditures were not material to our financial condition or results of operations on a consolidated basis.

For fiscal 2025, we expect total capital expenditures to be approximately $130.0 million to $140.0 million.

At December 31, 2025, our commitments for capital expenditures were not material to our financial condition or results of operations on a consolidated basis.

For fiscal 2026, we expect total capital expenditures to be approximately $165.0 million to $185.0 million, including for both maintenance and growth.

Our capital expenditure budget is an estimate and is subject to change.

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Additional cash requirements resulting from our growth include the costs of additional personnel, production and distribution facilities, enhancements to our information systems, integration costs related to any acquisitions and our compliance with laws and rules applicable to public companies.

Furthermore, on April 12, 2024, we announced that our Board of Directors authorized a stock repurchase program under which up to $40 million is available to purchase shares of our outstanding Class A common stock through September 30, 2025.

intend to utilize the stock repurchase program to minimize the dilutive impact of awards granted under our equity incentive plans and to repurchase shares opportunistically.

We intend to utilize the stock repurchase program to minimize the dilutive impact of awards granted under our equity incentive plans and to repurchase shares opportunistically.

Shares of Class A common stock may be repurchased from time to time in open market transactions at prevailing market prices, in privately negotiated transactions or by other means in accordance with federal securities laws, including Rule 10b5-1 plans.

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The actual timing, number and value of shares of Class A common stock repurchased will be determined by a committee of the Board of Directors at its discretion and will depend on a number of factors, including the market price of the Class A common stock, capital allocation alternatives, general market and economic conditions and other corporate considerations.

During the nine months ended June 30, 2025, the Company purchased 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, 2024, the Company did not purchase any Class A common stock through our stock repurchase program.

We have historically relied on cash available through credit facilities, in addition to cash from operations, to finance our working capital requirements and to support our growth.

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We believe that our operating cash flow and available borrowings under the Term Loan A / Revolver Credit Agreement will be sufficient to fund our operations, make planned capital expenditures, opportunistically repurchase shares of Class A common stock and fulfill other material contingent contractual obligations for at least the next 12 months.

Such material contingent contractual obligations include, without limitation, obligations that we assumed in connection with the Lone Star Acquisition, such as contingent requirements to (i) pay to the former unit holders of Lone Star Paving the amount of working capital remaining in Lone Star Paving at the closing, as finally determined (subject to certain adjustments and offsets) over four quarterly installments and (ii) purchase from the selling unit holders of Lone Star Paving, upon the receipt of necessary governmental entitlements, an entity that owns certain real property located in central Texas for aggregate consideration of $30.0 million.

However, future cash flows are subject to a number of variables, including the potential impacts of inflation and supply chain constraints, and significant additional capital expenditures will be required to conduct our operations.

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Contractual Obligations

The following table summarizes our significant obligations outstanding as of June 30, 2025 (unaudited, in thousands):

The following table summarizes our significant obligations outstanding as of December 31, 2025 (unaudited, in thousands):

Payments Due by Fiscal Year

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Total $ 1,892,384 $ 75,003 $ 67,961 $ 62,948 $ 56,300 $ 489,989 $ 1,140,183

In addition to the items set forth in the table above, in connection with the Lone Star Acquisition, we entered into a conditional purchase agreement pursuant to which we agreed to purchase from the sellers of Lone Star Paving, upon the receipt of certain permits and governmental entitlements, an entity that owns certain real property located in central Texas for aggregate consideration of $30.0 million.

As of December 31, 2025, the purchase agreement and the conditional purchase obligations thereunder had expired.

Off-Balance Sheet Arrangements

As of June 30, 2025, we had aggregate letters of credit outstanding in the amount of $6.5 million, future purchase commitments of diesel fuel and natural gas of $2.0 million and $0.2 million, respectively, and $3.5 million of minimum royalty payments related to aggregates facilities.

As of December 31, 2025, we had aggregate letters of credit outstanding in the amount of $6.6 million, future purchase commitments of diesel fuel of $0.9 million and $3.6 million of minimum royalty payments related to aggregates facilities.

Other than the letters of credit, future purchase commitments and minimum royalty payments, we do not currently have any off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on our financial condition, changes in our financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis