Construction Partners, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Unregistered Sales of Equity Securities Except as described below, the Company did not sell any of its equity securities during the period covered by this report that were not registered under the Securities Act that were not reported on a Current Report on Form 8-K. On October 17, 2025, in connection with the P&S Acquisition, the Compensation Committee of the Board of Directors approved grants of an aggregate of 47,798 restricted shares of Class B common stock under the Restricted Stock Plan to certain executive officers and key employees of the Company. The restricted shares of Class B common stock were not registered under the Securities Act. Additionally, on October 20, 2025, the Company issued 437,169 shares of Class A common stock, having an aggregate fair market value of approximately $51.5 million at closing, to the sellers of P&S as partial consideration for the P&S Acquisition, which were not registered under the Securities Act. Both the restricted shares of Class A common stock and the Class B common stock were issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. 35 Table of Contents Issuer Purchases of Equity Securities During the quarter ended December 31, 2025, the Company repurchased shares of its Class A and Class B common stock as follows (unaudited): Period Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares That May Yet be Purchased under the Plans or Programs (2) October 1, 2025 - October 31, 2025 118,193 $ 123.87 — $ 26,610,032 November 1, 2025 - November 30, 2025 59,575 $ 111.37 5,002 $ 26,088,717 December 1, 2025 - December 31, 2025 10,380 $ 107.76 10,380 $ 24,970,210 Total 188,148 $ 119.02 15,382 — (1) Consists of an aggregate of 165,921 shares of Class A and 6,845 shares of Class B common stock withheld to satisfy tax withholding obligations on behalf of certain employees upon the vesting of restricted stock awards and 15,382 shares of Class A common stock repurchased under the publicly announced plan. (2) On April 12, 2024, the Company announced that the Board of Directors authorized the Company to purchase up to $40.0 million of our Class A common stock in open market purchases, privately negotiated transactions or by other means. The stock repurchase plan expires March 5, 2026. The specific timing and amount of any future purchases will vary based on market conditions, securities law limitations and other factors. Item 3. Defaults Upon Senior Securities. None. Item 4. Mine Safety Disclosures. The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 C.F.R. Part 229.104) is included in Exhibit 95.1 to this Quarterly Report on Form 10-Q.