What changed in this filing

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Item 1. Financial Statements

2026-05-08 compared with 2026-02-09 · 237 added, 212 removed, 584 unchanged (43% of the section changed)

3 unchanged sentences

(in thousands, except share data)

December 31, September 30,

March 31, September 30,

ASSETS (unaudited)

Current assets:

29 unchanged sentences

Total liabilities 2,459,372 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 December 31, 2025 and September 30, 2025

10,000,000 shares authorized and no shares issued and outstanding at March 31, 2026 and September 30, 2025

Class A common stock, par value $ 0.001 ;

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

400,000,000 shares authorized, 48,710,906 shares issued and 47,965,450 shares outstanding at March 31, 2026 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, 11,481,568 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

100,000,000 shares authorized, 11,481,568 shares issued and 8,549,118 shares outstanding at March 31, 2026 and 11,463,770 shares issued and 8,538,165 shares outstanding at September 30, 2025

Additional paid-in capital 609,457 541,179

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

Treasury stock, Class A common stock, par value $ 0.001 , at cost, 745,456 shares at March 31, 2026 and 557,119 shares at September 30, 2025

( 59,770 ) ( 34,589 )

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

Treasury stock, Class B common stock, par value $ 0.001 , at cost, 2,932,450 shares at March 31, 2026 and 2,925,605 shares at September 30, 2025

( 16,833 ) ( 16,046 )

5 unchanged sentences

CONSTRUCTION PARTNERS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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

For the Three Months Ended December 31,

For the Three Months Ended March 31, For the Six Months Ended March 31,

2026 2025 2026 2025

Revenues $ 769,196 $ 571,650 $ 1,578,665 $ 1,133,230

6 unchanged sentences

Interest expense, net ( 25,590 ) ( 21,592 ) ( 52,960 ) ( 39,722 )

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 income (expense) 276 ( 159 ) 23 262

Income before provision for income taxes and earnings from investment in joint venture 12,069 5,538 34,855 1,637

Provision for income taxes 2,889 1,310 8,469 461

Loss from investment in joint venture — ( 13 ) ( 1 ) ( 12 )

Net income 9,180 4,215 26,385 1,164

Other comprehensive income (loss), net of tax

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

Unrealized gain (loss) on interest rate swap contract, net 58 ( 2,890 ) ( 1,152 ) ( 21 )

Unrealized gain (loss) on restricted investments, net ( 158 ) 231 ( 122 ) ( 102 )

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

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

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

Other comprehensive (loss) ( 100 ) ( 2,659 ) ( 1,274 ) ( 123 )

Comprehensive income $ 9,080 $ 1,556 $ 25,111 $ 1,041

Net income per share attributable to common stockholders:

Basic $ 0.16 $ 0.08 $ 0.47 $ 0.02

7 unchanged sentences

(unaudited in thousands, except share data)

For the Three Months Ended December 31, 2025

For the Six Months Ended March 31, 2026

Class A Common Stock Class B Common Stock Additional

Stock Class A Common Stock

Stock Class B Common Stock

Class A Common Stock

Class B Common Stock

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

10 unchanged sentences

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

Net income — — — — — — — 9,180 — 9,180

Share-based compensation expense — — — — 5,449 — — — — 5,449

Issuance of stock awards 10,000 — — — — — — — — —

Purchase of treasury stock — — — — — ( 3,544 ) — — — ( 3,544 )

Equity classified awards converted to liability classified awards — — — — ( 747 ) — — — — ( 747 )

Other comprehensive (loss) — — — — — — — — ( 100 ) ( 100 )

March 31, 2026 48,710,906 $ 48 11,481,568 $ 12 $ 609,457 $ ( 59,770 ) $ ( 16,833 ) $ 443,376 $ 3,095 $ 979,385

For the Six Months Ended March 31, 2025

Class A Common Stock Class B Common Stock Additional

Stock Class A Common Stock

Stock Class B Common Stock

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

Capital Treasury

Class A Common Stock Treasury

Class B Common Stock Retained

Earnings Accumulated Other Comprehensive Income (Loss), net Total

Stockholders’

Shares Amount Shares Amount

8 unchanged sentences

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 — — — — — — — 4,215 — 4,215

Share-based compensation expense — — — — 3,293 — — — — 3,293

Issuance of stock awards 77,202 — 48,000 — — — — — — —

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

See notes to consolidated financial statements (unaudited).

2 unchanged sentences

(unaudited in thousands)

For the Three Months Ended December 31,

For the Six Months Ended March 31,

Cash flows from operating activities:

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

Net income $ 26,385 $ 1,164

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

3 unchanged sentences

Gain on sale of property, plant and equipment ( 6,645 ) ( 4,462 )

Realized loss on restricted investments 9 19

Realized loss on sales, calls and maturities of restricted investments ( 12 ) 44

Share-based compensation expense 22,410 18,883

Distribution of earnings from investment in joint venture 71 —

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

Loss from investment in joint venture 1 12

Deferred income tax benefit 3,808 ( 1,480 )

Other non-cash adjustments ( 495 ) ( 488 )

Changes in operating assets and liabilities:

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

Contracts receivable including retainage 58,752 49,336

7 unchanged sentences

Other long-term liabilities ( 5,724 ) ( 827 )

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

Net cash provided by operating activities, net of business acquisitions 147,773 96,297

Cash flows from investing activities:

1 unchanged sentence

Proceeds from sale of property, plant and equipment 13,502 5,991

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

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

Proceeds from sales, calls and maturities of restricted investments 9,449 3,940

Business acquisitions, net of cash acquired ( 275,875 ) ( 828,736 )

Purchase of restricted investments ( 2,448 ) ( 6,202 )

Net cash used in investing activities ( 337,100 ) ( 893,233 )

1 unchanged sentence

Proceeds from revolving credit facility 185,000 145,000

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 )

Proceeds from issuance of long-term debt, net of debt issuance costs — 834,566

Settlement of stock awards ( 2,490 ) —

Repayments of long-term debt ( 49,250 ) ( 135,601 )

Purchase of treasury stock ( 25,968 ) ( 20,129 )

6 unchanged sentences

Cash paid for interest $ 51,341 $ 35,788

Cash paid for income taxes $ 4,030 $ 1,888

Cash paid for operating lease liabilities $ 14,705 $ 7,191

2 unchanged sentences

Property, plant and equipment financed with accounts payable $ 9,694 $ 6,783

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

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

Amounts (receivable) payable to sellers in business combinations, net $ ( 2,064 ) $ 84,119

See notes to consolidated financial statements (unaudited).

18 unchanged sentences

These interim consolidated statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), which permit reduced disclosure for interim periods.

The Company’s Consolidated Balance Sheets as of September 30, 2025 were derived from the Company’s audited financial statements for the fiscal year then ended, but do not include all necessary disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) with respect to annual financial statements.

The Company’s Consolidated Balance Sheet as of September 30, 2025 was derived from the Company’s audited financial statements for the fiscal year then ended, but does not include all necessary disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) with respect to annual financial statements.

In the opinion of management, these unaudited consolidated financial statements include all recurring adjustments and normal accruals necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the dates and periods presented.

19 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 $ 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):

December 31, 2025 September 30, 2025

The Company had restricted cash of $ 0.1 million and $ 3.0 million at March 31, 2026 and September 30, 2025, respectively.

March 31, 2026 (unaudited) September 30, 2025

Cash and cash equivalents $ 76,860 $ 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 (loss), net.

Unrealized gains and losses are reported as components of accumulated other comprehensive income, 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 $ 21.1 million and $ 23.2 million at December 31, 2025 and September 30, 2025, respectively.

The Company had restricted investments of $ 16.2 million and $ 23.2 million at March 31, 2026 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.

3 unchanged sentences

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

For the six months ended March 31, 2026 and 2025, the Company had no intent impairments or credit losses.

Contracts Receivable Including Retainage, Net

3 unchanged sentences

Contracts receivable including retainage, net is stated at the amount management expects to collect from outstanding balances.

Management provides for uncollectible accounts through a charge to earnings and a credit to the allowance for credit losses based on its assessment of the current status of individual accounts, type of service performed, current economic conditions, historical losses and

other information available to management.

Management provides for uncollectible accounts through a charge to earnings and a credit to the allowance for credit losses based on

its assessment of the current status of individual accounts, type of service performed, current economic conditions, historical losses and other information available to management.

Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the allowance for credit losses and an adjustment to the contract receivable.

20 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 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,

No single customer accounted for more than 10% of the Company’s contracts receivable including retainage, net balance at March 31, 2026 or September 30, 2025.

Projects performed for various departments of transportation accounted for 38.8 % and 40.9 % of consolidated revenues for the three months ended March 31, 2026 and 2025, respectively, and for 40.3 % and 37.2 % of consolidated revenues for the six months ended March 31, 2026 and 2025, respectively.

Customers that accounted for more than 10% of consolidated revenues during the three and six months ended March 31, 2026 and 2025 are presented below:

% of Consolidated Revenues

For the Three Months Ended March 31, For the Six Months Ended March 31,

2026 2025 2026 2025

Florida Department of Transportation 12.5 % 11.4 % 11.8 % *

5 unchanged sentences

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 December 31,

Public 65.3 % 57.7 %

% of Consolidated Revenues

For the Three Months Ended March 31, For the Six Months Ended March 31,

2026 2025 2026 2025

Private 30.9 % 37.9 % 32.8 % 40.1 %

Public 69.1 % 62.1 % 67.2 % 59.9 %

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 of contract costs based on prior experience;

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

however, many factors contribute to changes in estimates of contract costs.

19 unchanged sentences

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.

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.

Change orders are modifications of an original contract that effectively change the existing provisions of the contract and become part of the single performance obligation that is partially satisfied at the date of the contract modification.

14 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 (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.

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.

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 December 31, 2025 and September 30, 2025.

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 December 31, 2025 and September 30, 2025.

The Company has debt securities reflected as restricted investments on its Consolidated Balance Sheets at March 31, 2026 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 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.

The Company also has a Term Loan A, a Term Loan B and a Revolving Credit Facility, each 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 March 31, 2026 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, expected profit margins, net of capital requirements, and discount rates.

Key assumptions in estimating future cash flows include sales price, volumes and expected profit margins, net of capital requirements.

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 (Loss)

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

Comprehensive Income

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

Comprehensive income comprises two subsets:

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

net income 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 (loss), see Note 19 - Other Comprehensive Income (Loss).

For additional information about comprehensive income, 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.

7 unchanged sentences

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 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

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 $ 37.9 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.

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 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 $ 154.7 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 acquisitions and the provisional amounts of identified assets acquired and liabilities assumed as of March 31, 2026 (unaudited, in thousands):

VMC P&S GMJ Total

Cash and cash equivalents $ — $ 107 $ — $ 107

17 unchanged sentences

Total purchase price $ 107,724 $ 144,750 $ 36,510 $ 288,984

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

The Consolidated Statements of Comprehensive Income include $ 83.8 million of revenue and $ 4.9 million of net income attributable to the operations of the acquired businesses for the three months ended March 31, 2026 and $ 148.3 million of revenue and $ 10.4 million of net income attributable to the operations of the acquired businesses for the six months ended March 31, 2026.

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 $ 1.0 million for the three months ended March 31, 2026 and $ 11.5 million for the six months ended March 31, 2026.

The following tables present pro forma revenues and net income as though the acquisitions had occurred on October 1, 2024 (unaudited, in thousands):

For the Three Months Ended March 31,

Pro forma revenues $ 773,956 $ 710,192

Pro forma net income $ 11,014 $ 10,872

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 months ended December 31, 2025 and 2024;

For the Six Months Ended March 31,

Pro forma revenues $ 1,607,274 $ 1,508,583

Pro forma net income $ 38,291 $ 41,524

Pro forma financial information is presented as if the operations of the acquired businesses 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 acquired businesses for the three and six months ended March 31, 2026 and 2025;

(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.

(c) include interest expense under the Revolving Credit Facility, as if the funds borrowed to finance the purchase prices were borrowed on October 1, 2024, and assuming that (i) no principal payments were made from October 1, 2024 through March 31, 2026 and (ii) the interest rate in effect on the date of the acquisitions was in effect from October 1, 2024 through March 31, 2026;

(d) exclude $ 11.5 million of acquisition-related expenses from the six months ended March 31, 2026, 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 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 three months ended December 31, 2025, there were no material measurement period adjustments to provisional acquisitions as reported in the 2025 Form 10-K.

During the six months ended March 31, 2026, 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 December 31, 2025 and September 30, 2025 (in thousands):

December 31, 2025 September 30, 2025

Contracts receivable including retainage, net consisted of the following at March 31, 2026 and September 30, 2025 (in thousands):

March 31, 2026 September 30, 2025

Contracts receivable $ 445,936 $ 483,811

3 unchanged sentences

Contracts receivable including retainage, net $ 515,650 $ 549,884

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

Retainage receivables are 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 December 31, 2025 and September 30, 2025 consisted of the following (in thousands):

December 31, 2025 September 30, 2025

Costs and estimated earnings compared to billings on uncompleted contracts at March 31, 2026 and September 30, 2025 consisted of the following (in thousands):

March 31, 2026 September 30, 2025

Costs on uncompleted contracts $ 2,870,916 $ 2,899,250

3 unchanged sentences

Net billings in excess of costs and estimated earnings on uncompleted contracts $ ( 77,646 ) $ ( 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, 2024 to December 31, 2024 and September 30, 2025 to December 31, 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 March 31, 2025 and September 30, 2025 to March 31, 2026 are presented below (in thousands):

Costs and Estimated Earnings in Excess of Billings on

3 unchanged sentences

Changes in revenue billed, contract price or cost estimates 20,522 ( 16,238 ) 4,284

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

March 31, 2025 (unaudited) $ 46,488 $ ( 136,303 ) $ ( 89,815 )

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

Changes in revenue billed, contract price or cost estimates 19,199 ( 12,885 ) 6,314

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.

March 31, 2026 (unaudited) $ 64,539 $ ( 142,185 ) $ ( 77,646 )

At March 31, 2026, the Company had unsatisfied or partially unsatisfied performance obligations under construction project contracts representing approximately $ 2.6 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 $ 1.5 billion during the remainder of the fiscal year ending September 30, 2026 and $ 1.1 billion thereafter.

Note 7 - Property, Plant and Equipment

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

December 31, 2025 September 30, 2025

Property, plant and equipment at March 31, 2026 and September 30, 2025 consisted of the following (in thousands):

March 31, 2026 September 30, 2025

Construction equipment $ 832,272 $ 766,914

Plants 466,037 413,983

Land and improvements 213,639 202,120

Mineral reserves 201,440 201,440

Land and improvements 216,376 202,120

Buildings 68,776 54,583

5 unchanged sentences

Total property, plant and equipment, net $ 1,265,112 $ 1,153,070

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.

Depreciation, depletion and amortization expense related to property, plant and equipment was $ 44.2 million and $ 36.2 million for the three months ended March 31, 2026 and 2025, respectively, and $ 87.2 million and $ 66.5 million for the six months ended March 31, 2026 and 2025, 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 December 31, 2025 and September 30, 2025 consisted of the following (in thousands):

December 31, 2025 September 30, 2025

Debt at March 31, 2026 and September 30, 2025 consisted of the following (in thousands):

March 31, 2026 September 30, 2025

Long-term debt:

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

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

Subject to various requirements, the Company generally may (and, under certain circumstances, must),

prepay all or a portion of the outstanding balance of the advances, together with accrued interest thereon, prior to their contractual maturity.

consolidated net leverage ratio.

Subject to various requirements, the Company generally may (and, under certain circumstances, must), prepay all or a portion of the outstanding balance of the advances, together with accrued interest thereon, prior to their contractual maturity.

The obligations of the Company and its subsidiaries under the Term Loan A / Revolver Credit Agreement are secured by a 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 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.

At March 31, 2026 and September 30, 2025, there was $ 577.5 million and $ 592.5 million, respectively, of principal outstanding under the Term Loan A, $ 345.0 million and $ 190.0 million, respectively, of principal outstanding under the Revolving Credit Facility, and availability of $ 150.2 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 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.

At March 31, 2026 and September 30, 2025, the Company’s consolidated interest coverage ratio was 5.34 -to-1.00 and 5.76 -to-1.00, respectively, and the Company’s consolidated net leverage ratio was 3.23 -to-1.00 and 3.10 -to-1.00, respectively.

At both March 31, 2026 and September 30, 2025, 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.

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.

At both March 31, 2026 and September 30, 2025, the aggregate notional value of the interest rate swap agreement was $ 300.0 million, and the fair value was $ 6.7 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 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.

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/b/a 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.

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

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.

At March 31, 2026 and September 30, 2025, there was $ 839.4 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 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.

During the six months ended March 31, 2026, 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 March 31, 2026, there were 47,965,450 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 three months ended December 31, 2025, the Company issued 437,169 shares of Class A common stock in connection with the P&S Acquisition.

During the six months ended March 31, 2026, 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 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.

During the six months ended March 31, 2026, 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 1,145 shares of Class A common stock through forfeitures of unvested restricted stock awards by terminated employees.

During the six months ended March 31, 2026, pursuant to its stock repurchase program, the Company repurchased 46,344 shares of Class A common stock for aggregate consideration of approximately $ 5.2 million through open market transactions.

Restricted Stock Awards

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.

During the six months ended March 31, 2026, the Company awarded to certain directors, officers and employees of the Company a total of 152,803 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.

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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”).

During the six months ended March 31, 2026, 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 vest 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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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 )

For the Three Months Ended March 31, For the Six Months Ended March 31,

2026 2025 2026 2025

Net income attributable to common stockholders $ 9,180 $ 4,215 $ 26,385 $ 1,164

Weighted average number of common shares outstanding, basic 55,917,842 55,248,526 55,860,888 54,698,442

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

Net income per common share attributable to common stockholders, basic $ 0.16 $ 0.08 $ 0.47 $ 0.02

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 December 31,

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

For the Three Months Ended March 31, For the Six Months Ended March 31,

2026 2025 2026 2025

Net income attributable to common stockholders $ 9,180 $ 4,215 $ 26,385 $ 1,164

Weighted average number of basic common shares outstanding, basic 55,917,842 55,248,526 55,860,888 54,698,442

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56,256,531 55,669,646 56,150,804 55,141,358

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

Net income per diluted common share attributable to common stockholders $ 0.16 $ 0.08 $ 0.47 $ 0.02

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 December 31, 2025 and 2024 was 24.5 % and 21.8 %, respectively.

The Company’s effective income tax rate for the three months ended March 31, 2026 and 2025 was 23.9 % and 23.7 %, respectively.

The Company’s effective tax rate for the six months ended March 31, 2026 and 2025 was 24.3 % and 28.4 %, 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 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.

At March 31, 2026, $ 0.1 million was reflected on the Company’s Consolidated Balance Sheets within other current assets representing the remaining balance 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 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.

At March 31, 2026, $ 0.1 million was reflected on the Company’s Consolidated Balance Sheets within other current assets, representing the remaining balance on this note receivable.

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

Prior to its acquisition by the Company, a current subsidiary of the Company advanced funds to an entity owned by an immediate family member of an officer of the Company in connection with a land development project.

The obligations of the borrower entity to repay the advances were guaranteed by a separate entity owned by the same family member of the officer.

Amounts outstanding under the advances did not bear interest and matured in full in March 2021.

In March 2021, the subsidiary of the Company amended and restated the terms of the repayment obligation, as a result of which the officer personally assumed the remaining balance of the obligation.

No new amounts were advanced to the officer by the Company or any subsidiary or affiliate thereof in connection with the transaction.

Under the amended and restated terms, the officer executed a promissory note in favor of the Company’s subsidiary in the principal amount of $ 0.8 million.

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.

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 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):

The following table presents revenues earned and expenses incurred by the Company during the three and six months ended March 31, 2026 and 2025, and accounts receivable and payable balances at March 31, 2026 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 December 31, December 31, September 30,

For the Three Months Ended March 31, For the Six Months Ended March 31, March 31, September 30,

2026 2025 2026 2025 2026 2025

(unaudited) (unaudited) (unaudited)

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

Purchaser of Subsidiary $ — $ — $ — $ — $ 104 $ 104

Disposed Entity — — — — 66 66

Land Development Project — — — 548

Subcontracting Services ( 707 ) (1) ( 1,193 ) (1) ( 2,258 ) (1) ( 3,118 ) (1) ( 334 ) ( 951 )

( 1,925 ) (1)

( 218 ) ( 951 )

Island Pond ( 100 ) (2) ( 100 ) (2) ( 200 ) (2) ( 200 ) (2) — —

SunTx ( 435 ) (2) ( 447 ) (2) ( 1,841 ) (2) ( 1,838 ) (2) — —

( 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).

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

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

Note 13 - Share-Based Compensation

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

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

At March 31, 2026, there were 622,110 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,

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

At March 31, 2026, 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 during the three and six months ended March 31, 2026 and 2025 (unaudited, in thousands):

For the Three Months Ended March 31,

Equity classified awards $ 5,449 $ 3,369

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Total share-based compensation expense $ 7,818 $ 4,672

For the Six Months Ended March 31,

Equity classified awards $ 20,057 $ 17,043

Liability classified awards 2,353 1,840

Employee stock purchase plan 543 514

Total share-based compensation expense $ 22,953 $ 19,397

Restricted Stock - Equity Classified Awards

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

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

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 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

For the Six Months Ended March 31,

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

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

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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 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.

During the six months ended March 31, 2026, 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 $ 5.0 million.

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.

Compensation expense associated with these awards was $ 1.4 million and $ 0.5 million for the three months ended March 31, 2026 and 2025, respectively, and $ 3.3 million and $ 1.7 million for the six months ended March 31, 2026 and 2025, respectively.

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

At March 31, 2026, the Company forecasted 262,372 shares of Class A common stock underlying PSUs as unvested and approximately $ 9.1 million of unrecognized compensation expense related to PSU awards, which will be recognized over a remaining weighted-average period of 1.9 years.

During the six months ended March 31, 2026, 127,317 shares of Class A common stock were issued upon the vesting of PSUs.

Cash-Settled Restricted Stock Units - Liability Classified Awards

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The Company elects to account for forfeitures as they occur.

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.

Compensation expense associated with prior awards was $ 2.1 million and $ 1.1 million for the three months ended March 31, 2026 and 2025, respectively, and $ 2.4 million and $ 1.8 million for the six months ended March 31, 2026 and 2025, respectively.

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

As of March 31, 2026 and 2025, the liability for cash-settled RSUs was $ 9.3 million and $ 3.7 million, respectively, and is included in accrued expenses and other current liabilities and other long-term liabilities.

At March 31, 2026, there was approximately $ 5.0 million of unrecognized compensation expense related to these awards, which will be recognized over a remaining weighted-average period of 2.2 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 127,381 shares under the ESPP.

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).

Compensation expense associated with the ESPP was $ 0.3 million and $ 0.2 million for the three months ended March 31, 2026 and 2025, respectively, and $ 0.5 million and $ 0.5 million for the six months ended March 31, 2026 and 2025, respectively.

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

Note 14 - Leases

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

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.

As of March 31, 2026, 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 $ 95.7 million, $ 26.8 million and $ 69.5 million, respectively.

As of March 31, 2026, 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 December 31,

Operating lease expense $ 6,854 $ 3,192

Short-term lease expense 8,579 7,436

For the Three Months Ended March 31,

Operating lease cost $ 7,783 $ 3,847

Short-term lease cost 8,985 6,596

Total lease expense $ 16,768 $ 10,443

For the Six Months Ended March 31,

Operating lease cost $ 14,637 $ 7,039

Short-term lease cost 17,564 14,032

Total lease expense $ 32,201 $ 21,071

Short-term leases (those with terms of 12 months or less) are not capitalized but are expensed on a straight-line basis over the lease term.

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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 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):

As of March 31, 2026, the weighted-average remaining term of the Company’s leases was 4.0 years, and the weighted-average discount rate was 6.07 %.

As of March 31, 2026, 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 March 31, 2026 (unaudited, in thousands):

Fiscal Year Amount

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Note 15 - Investment in Derivative Instruments

Interest Rate Swap Contracts

The Company uses derivative instruments as part of its overall strategy to manage its exposure to market risks associated with fluctuations in interest rates.

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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.

Commodity Swap Contracts

The Company’s operations expose it to a variety of market risks, including the effects of changes in commodity prices.

As part of its risk management process, the Company has entered into commodity swap transactions through regulated commodity exchanges.

The Company does not enter into derivative financial instruments for speculative purposes.

Changes in fair value of commodity swaps are recognized in earnings.

The following table represents the approximate amount of realized and unrealized gains (losses) and changes in fair value recognized in earnings on commodity derivative contracts for the 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,

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 contracts for the three and six months ended March 31, 2026 and 2025 and the fair value of these derivatives as of March 31, 2026 and September 30, 2025 (in thousands):

For the Three Months Ended March 31,

(unaudited) (unaudited)

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

Cost of revenues $ — $ — $ — $ — $ — $ —

Interest expense, net $ 1,378 $ — $ 1,378 $ 1,861 $ — $ 1,861

Total $ 1,378 $ — $ 1,378 $ 1,861 $ — $ 1,861

December 31, 2025 September 30, 2025

For the Six Months Ended March 31,

(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)

Interest expense, net $ 3,037 $ — $ 3,037 $ 4,046 $ — $ 4,046

Total $ 3,037 $ — $ 3,037 $ 4,046 $ — $ 4,046

March 31, 2026 September 30, 2025

Balance Sheet Classification (unaudited)

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Net unrealized gain position $ 6,661 $ 7,916

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

(1) Includes designated cash flow hedge of $ 6.7 million and $ 7.9 million as of March 31, 2026 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 December 31, 2025 and September 30, 2025 under ASC 820, Fair Value Measurements (in thousands):

December 31, 2025 September 30, 2025

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2026 and September 30, 2025 under Topic 820 (in thousands):

March 31, 2026 September 30, 2025

Level 2 Level 2

Interest rate swap $ 6,444 $ 7,916

Interest rate swaps $ 6,661 $ 7,916

government securities 9,845 13,971

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The fair value of the interest rate swap contract is based on a model-driven valuation using the observable components (e.g., interest rates), which are observable at commonly quoted intervals for the full term of the contracts.

The fair value of the Company’s commodity swap contracts is based on an analysis of the expected cash flow of the contract in combination with observable forward price inputs obtained from a third-party pricing source.

The calculations are adjusted for credit risk.

5 unchanged sentences

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.

At March 31, 2026, the Company had aggregate letters of credit outstanding in the amount of $ 4.8 million, primarily related to certain insurance policies as described in Note 2 - Significant Accounting Policies.

Purchase Commitments

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.

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 and cash flows of the Company.

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):

As of March 31, 2026, the Company had unconditional purchase commitments for diesel fuel and natural gas in the normal course of business in the aggregate amount of $ 4.5 million.

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

Fiscal Year Amount

Remainder of 2026 $ 3,172

Total $ 4,472

Minimum Royalties

3 unchanged sentences

however, certain agreements have minimum annual payments.

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):

The Company had commitments in the form of minimum royalties as of March 31, 2026 in the amount of $ 3.5 million, due as follows (unaudited, in thousands):

Fiscal Year Amount

2 unchanged sentences

Total $ 3,491

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.

Royalty expense recorded in cost of revenue was $ 0.8 million and $ 0.8 million for the three months ended March 31, 2026 and 2025, respectively, and $ 1.5 million and $ 1.4 million for the six months ended March 31, 2026 and 2025, respectively.

Note 18 - Restricted Investments

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

The following is a summary of the Company’s debt securities as of March 31, 2026 and September 30, 2025 (in thousands):

March 31, 2026

Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value

2 unchanged sentences

Municipal government securities 371 — 4 367

Other debt securities 2,470 28 4 2,494

Agency-backed securities 1,929 8 36 1,901

Total $ 16,159 $ 93 $ 102 $ 16,150

6 unchanged sentences

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 December 31, 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 March 31, 2026, are as follows (unaudited, in thousands):

Amortized Cost Fair Value

6 unchanged sentences

net income and OCI.

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 components of other comprehensive income (loss) 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 maturity date of this swap is June 30, 2027.

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

Amounts in accumulated other comprehensive income (“AOCI”), net of tax, at March 31, 2026 and September 30, 2025, were as follows (in thousands):

AOCI March 31, 2026 (unaudited) September 30, 2025

Interest rate swap contract, net of blend and extend arrangement $ 4,241 $ 5,705

Unrealized gain on available-for-sale securities 191 146

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

Unrealized (loss) gain on available-for-sale securities ( 9 ) 146

Less tax effect of other comprehensive income (loss) items ( 1,137 ) ( 1,482 )

Total $ 3,095 $ 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 ( 1,274 )

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

Balance at March 31, 2026 (unaudited) $ 3,095

AOCI Interest Rate Hedge

Balance at September 30, 2024 $ 7,502

Net OCI changes ( 123 )

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

Balance at March 31, 2025 (unaudited) $ 7,379

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

For the Three Months Ended December 31,

For the Three Months Ended March 31,

Interest expense (benefit) $ ( 1,378 ) $ ( 1,861 )

Realized loss on restricted investments 3 25

Expense (benefit) from income taxes 399 524

Benefit from income taxes 332 444

Total reclassifications from AOCI to earnings $ ( 1,043 ) $ ( 1,392 )

For the Six Months Ended March 31,

Interest expense (benefit) $ ( 3,037 ) $ ( 4,046 )

Realized loss on restricted investments 12 44

Benefit from income taxes 731 968

Total reclassifications from AOCI to earnings $ ( 2,294 ) $ ( 3,034 )

Note 20 - Subsequent Events

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.

Acquisition of Four Star Paving, LLC

On April 1, 2026, the Company acquired substantially all of the assets of Four Star Paving, LLC (“Four Star ” ), a commercial paving contractor in the Nashville, Tennessee metro area, for $ 58.2 million of cash, which was paid from available cash on hand and a draw from the Revolving Credit Facility.

The transaction added construction crews and equipment, expanding the Company’s operations in middle Tennessee.

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