Other Information.
−Removed: During the quarter ended June 30, 2025, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted , modified, or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408(a) of Regulation S-K).
−Removed: 2.1# Unit Purchase Agreement, dated as of October 20, 2024, by and among Construction Partners, Inc., Asphalt Inc., LLC, the Sellers listed on the signature pages thereto, and John J.
−Removed: Wheeler, in his capacity as the Sellers’ Representative (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No.
−Removed: 001 - 38479) filed on October 21, 2024)
+Added: During the quarter ended December 31, 2025, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted , modified, or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408(a) of Regulation S-K).
3.1 Amended and Restated Certificate of Incorporation of Construction Partners, Inc., as amended through February 23, 2023 (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q (File No.
6 unchanged sentences
333-224174) filed on April 23, 2018)
−Removed: 10.1# Fifth Amendment to Third Amended and Restated Credit Agreement, dated as of June 30, 2025, by and among Construction Partners, Inc., each of its wholly owned subsidiaries, as co-borrowers, certain of its wholly owned subsidiaries, as guarantors, PNC Bank, National Association, as administrative agent and lender, PNC Capital Markets LLC, as joint lead arranger and sole bookrunner, BofA Securities, Inc., TD Bank, N.A., Regions Bank and City National Bank, each as a joint lead arranger, and certain other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.
−Removed: 001-38479) filed on July 2, 2025)
+Added: 10.1 Form of Amended Performance Share Award (LTIP -B) Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.
+Added: 001-38479 ) filed November 10, 2025)
Certification of President and Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended
12 unchanged sentences
** Furnished herewith.
−Removed: # Schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
−Removed: The Company agrees to furnish to the Securities and Exchange Commission a copy of any omitted schedule or exhibit upon request.
−Removed: Certain confidential information has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K.
−Removed: Such excluded information is not material and is the type that the Company treats as private or confidential.
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 7th day of August, 2025.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 9th day of February, 2026.
CONSTRUCTION PARTNERS, INC.
2 unchanged sentences
Name and Signature Title Date
−Removed: Smith, III President and Chief Executive Officer August 7, 2025
+Added: Smith, III President and Chief Executive Officer February 9, 2026
Smith, III (Principal Executive Officer and duly authorized officer)
/s/ Gregory A.
−Removed: Hoffman Senior Vice President and Chief Financial Officer August 7, 2025
−Removed: Hoffman (Principal Financial Officer, Principal Accounting Officer and duly authorized officer)
+Added: Hoffman Senior Vice President and Chief Financial Officer February 9, 2026
+Added: Hoffman (Principal Financial Officer and duly authorized officer)
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.