What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-05-08 compared with 2026-02-09 · 125 added, 65 removed, 164 unchanged (54% of the section changed)

18 unchanged sentences

Contract Backlog

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

At March 31, 2026, 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.

2 unchanged sentences

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 $2.4 billion at December 31, 2025.

Backlog of uncompleted work on contracts under which work was either in progress or had not yet begun was $2.6 billion at March 31, 2026.

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 December 31, 2025.

Low bid/no contract backlog was $0.5 billion at March 31, 2026.

Recent Developments

8 unchanged sentences

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 4 - Business Acquisitions to the unaudited consolidated financial statements included elsewhere in this report.

On April 1, 2026, we acquired substantially all of the assets of Four Star Paving, LLC (“Four Star ” ), a commercial paving contractor in the Nashville, Tennessee metro area.

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

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

7 unchanged sentences

Gross profit represents revenues less cost of revenues.

Cost of revenues consists of all direct and indirect costs associated with construction contracts, including raw materials, labor, equipment costs, depreciation, lease expenses, subcontract costs and other expenses at our HMA plants, aggregates mining facilities and liquid asphalt cement terminal.

Our cost of revenues is directly affected by fluctuations in commodity prices, primarily liquid asphalt and diesel fuel.

Our cost of revenues is directly affected by fluctuations in commodity prices, primarily liquid asphalt, diesel fuel and natural gas.

From time to time, when appropriate, we limit our exposure to changes in commodity prices by entering into forward purchase commitments.

1 unchanged sentence

These price adjustment provisions are in place for most of our public infrastructure contracts, and we seek to include similar provisions in our private contracts.

Significant or sustained increases in the prices of petroleum-based products and fuels, including liquid asphalt, diesel fuel and natural gas, could adversely affect our profitability to the extent such cost increases are not offset through contract price adjustment provisions, operational efficiencies, fuel hedging activities, or timely increases in pricing to customers.

Although many of our public infrastructure contracts contain escalation clauses designed to mitigate the impact of commodity price volatility, there can be no assurance that such mechanisms will fully compensate for increased fuel costs or that similar protections will be available in private contracts.

Prolonged fuel price volatility may also negatively impact demand, project timing, equipment operating costs and overall margins.

Depreciation, Depletion, Accretion and Amortization

28 unchanged sentences

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 (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)

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 March 31, For the Six Months Ended March 31,

2026 2025 2026 2025

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

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

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

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

Depreciation, depletion, accretion and amortization 46,269 37,263 91,299 68,447

4 unchanged sentences

Adjusted EBITDA margin 12.1 % 12.1 % 13.0 % 12.2 %

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)

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 March 31, For the Six Months Ended March 31,

2026 2025 2026 2025

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

Transformative acquisition expenses 1,573 221 12,860 18,684

3 unchanged sentences

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):

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

The following table sets forth selected financial data for the three months ended March 31, 2026 and 2025 (unaudited, in thousands, except percentages):

Change From the Three Months Ended

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

For the Three Months Ended March 31, March 31, 2025

to the Three Months Ended

2025 2024 December 31, 2025

2026 2025 March 31, 2026

Revenues Dollars % of

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Gain on sale of property, plant and equipment 4,606 0.6 % 3,407 0.6 % 1,199 35.2 %

Operating income (expense) 37,383 4.9 % 27,289 4.8 % 10,094 37.0 %

Interest expense, net (25,590) (3.3) % (21,592) (3.8) % (3,998) 18.5 %

Other income 276 — % (159) — % 435 (273.6) %

Income before provision for income taxes and earnings from investment in joint venture 12,069 1.6 % 5,538 1.0 % 6,531 117.9 %

Provision for income taxes 2,889 0.4 % 1,310 0.2 % 1,579 120.5 %

Loss from investment in joint venture — — % (13) — % 13 (100.0) %

Net income $ 9,180 1.2 % $ 4,215 0.7 % $ 4,965 117.8 %

Adjusted EBITDA $ 93,319 12.1 % $ 69,273 12.1 % $ 24,046 34.7 %

Adjusted net income $ 10,368 1.3 % $ 4,383 0.8 % $ 5,985 136.6 %

Revenues for the three months ended March 31, 2026 increased $197.5 million, or 34.6%, to $769.2 million from $571.7 million for the three months ended March 31, 2025.

The increase included $134.8 million of revenues attributable to acquisitions completed during or subsequent to the three months ended March 31, 2025 and $62.7 million of revenues in our existing markets from contract work and sales of HMA and aggregates to third parties.

The 11.0% 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 March 31, 2026 increased $27.5 million, or 38.5%, to $98.9 million from $71.4 million for the three months ended March 31, 2025.

The increase in gross profit was primarily the result of a 34.6% increase in revenues for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 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 three months ended March 31, 2026 increased $16.9 million, or 36.3%, to $63.6 million from $46.7 million for the three months ended March 31, 2025.

The increase was attributable to general and administrative expenses associated with the operations of businesses acquired during or subsequent to March 31, 2025 and an increase in share-based compensation expense.

Acquisition-Related Expenses.

Acquisition-related expenses for the three months ended March 31, 2026 increased $1.7 million to $2.5 million from $0.8 million for the three months ended March 31, 2025.

The increase was primarily due to the amortization of certain prepaid expenses associated with the acquisition of Durwood Greene Construction Co.

in August 2025.

Gain on Sale of Property, Plant and Equipment .

Gain on sale of property, plant and equipment for the three months ended March 31, 2026 increased $1.2 million, or 35.2%, to $4.6 million from $3.4 million for the three months ended March 31, 2025.

The increase was primarily the result of higher disposals of equipment and components during the three months ended March 31, 2026.

Interest Expense, Net.

Interest expense, net for the three months ended March 31, 2026 increased $4.0 million, or 18.5%, to $25.6 million compared to $21.6 million for the three months ended March 31, 2025.

The increase in interest expense, net was primarily related to additional borrowings under our Term Loan A / Revolver Credit Agreement.

Provision for Income Taxes.

Our effective tax rate increased to 23.9% for the three months ended March 31, 2026, from 23.7% for the three months ended March 31, 2025.

Our higher effective tax rate during the three months ended March 31, 2026 was due to differences in state tax rates at our operating subsidiaries.

Net income increased $5.0 million to $9.2 million for the three months ended March 31, 2026, compared to $4.2 million for the three months ended March 31, 2025.

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, net and provision for income taxes, all as described above.

Adjusted EBITDA and Adjusted EBITDA Margin.

Adjusted EBITDA and Adjusted EBITDA margin were $93.3 million and 12.1%, respectively, for the three months ended March 31, 2026, compared to $69.3 million and 12.1%, respectively, for the three months ended March 31, 2025.

The increase in Adjusted EBITDA and Adjusted EBITDA margin resulted from a $5.0 million increase in net income as described above, a $9.0 million increase in depreciation, depletion, accretion and amortization, a $4.0 million increase in interest expense, net, and a $3.1 million increase in share-based compensation expense.

For a description of Adjusted EBITDA and Adjusted EBITDA margin, as well as a reconciliation of Adjusted EBITDA to net income and the calculation of Adjusted EBITDA margin, 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 $6.0 million to $10.4 million for the three months ended March 31, 2026, compared to $4.4 million for the three months ended March 31, 2025.

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 an increase in general and administrative expenses, acquisition-related expenses, interest expense 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.”

Six Months Ended March 31, 2026 Compared to Six Months Ended March 31, 2025

The following table sets forth selected financial data for the six months ended March 31, 2026 and 2025 (unaudited, in thousands, except percentages):

Change From the Six Months Ended

For the Six Months Ended March 31, March 31, 2025

to the Six Months Ended

2026 2025 March 31, 2026

Revenues Dollars % of

Revenues $ 1,578,665 100.0 % $ 1,133,230 100.0 % $ 445,435 39.3 %

Cost of revenues 1,358,312 86.0 % 985,309 86.9 % 373,003 37.9 %

Gross profit 220,353 14.0 % 147,921 13.1 % 72,432 49.0 %

General and administrative expenses (125,097) (7.9) % (90,928) (8.0) % (34,169) 37.6 %

Acquisition-related expenses (14,109) (0.9) % (20,358) (1.8) % 6,249 (30.7) %

Gain on sale of property, plant and equipment 6,645 0.4 % 4,462 0.4 % 2,183 48.9 %

Operating income 87,792 5.6 % 41,097 3.6 % 46,695 113.6 %

Interest expense, net (52,960) (3.4) % (39,722) (3.5) % (13,238) 33.3 %

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) %

Other income 23 — % 262 — % (239) (91.2) %

Income before provision for income taxes and earnings from investment in joint venture 34,855 2.2 % 1,637 0.1 % 33,218 2029.2 %

Provision for income taxes 8,469 0.5 % 461 — % 8,008 1737.1 %

Loss from investment in joint venture (1) — % (12) — % 11 (91.7) %

Net income $ 26,385 1.7 % $ 1,164 0.1 % $ 25,221 2166.8 %

Adjusted EBITDA $ 205,520 13.0 % $ 138,070 12.2 % $ 67,450 48.9 %

Adjusted Net Income $ 36,777 2.3 % $ 17,653 1.6 % $ 19,124 108.3 %

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.

Revenues for the six months ended March 31, 2026 increased $445.4 million, or 39.3%, to $1.6 billion from $1.1 billion for the six months ended March 31, 2025.

The increase included $363.0 million of revenues attributable to acquisitions completed during or subsequent to the six months ended March 31, 2025 and $82.4 million of revenues attributable to our existing markets from contract work and sales of HMA and aggregates to third parties.

The 7.3% 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 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.

Gross profit for the six months ended March 31, 2026 increased $72.4 million, or 49.0%, to $220.4 million from $147.9 million for the six months ended March 31, 2025.

The increase in gross profit was primarily the result of a 39.3% increase in revenues for the six months ended March 31, 2026 compared to the six months ended March 31, 2025 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 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.

General and administrative expenses for the six months ended March 31, 2026 increased $34.2 million, or 37.6%, to $125.1 million from $90.9 million for the six months ended March 31, 2025.

Acquisition-Related Expenses.

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.

Acquisition-related expenses for the six months ended March 31, 2026 decreased $6.2 million to $14.1 million from $20.4 million for the six months ended March 31, 2025.

The decrease was primarily due to higher transformative acquisition expenses in the six months ended March 31, 2025 associated with the Lone Star Acquisition.

Gain on Sale of Property, Plant and Equipment .

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.

Gain on sale of property, plant and equipment for the six months ended March 31, 2026 increased $2.1 million, or 48.9%, to $6.6 million from $4.5 million for the six months ended March 31, 2025.

The increase was primarily the result of higher disposals of equipment and components during the six months ended March 31, 2026.

Interest Expense, Net.

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.

Interest expense, net for the six months ended March 31, 2026 increased $13.2 million, or 33.3%, to $53.0 million compared to $39.7 million for the six months ended March 31, 2025.

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 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.

Our effective tax rate decreased to 24.3% for the six months ended March 31, 2026, from 28.4% for the six months ended March 31, 2025.

Our lower effective tax rate during the six months ended March 31, 2026 was due to differences in state tax rates at our operating subsidiaries.

Net income increased $25.2 million to $26.4 million for the six months ended March 31, 2026, compared to $1.2 million for the six months ended March 31, 2025.

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

Adjusted EBITDA and Adjusted EBITDA Margin.

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.

Adjusted EBITDA and Adjusted EBITDA margin were $205.5 million and 13.0%, respectively, for the six months ended March 31, 2026, compared to $138.1 million and 12.2%, respectively, for the six months ended March 31, 2025.

The increase in Adjusted EBITDA and Adjusted EBITDA margin resulted from a $25.2 million increase in net income as described above, a $22.9 million increase in depreciation, depletion, accretion and amortization, a $13.2 million increase in interest expense, net, and a $4.0 million increase in share-based compensation expense, offset by a decrease of $5.8 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 $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.

Adjusted net income increased $19.1 million to $36.8 million for the six months ended March 31, 2026, compared to Adjusted net income of $17.7 million for the six months ended March 31, 2025.

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

2 unchanged sentences

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

For the Three Months Ended December 31,

For the Six Months Ended March 31,

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

3 unchanged sentences

Operating Activities

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;

During the six months ended March 31, 2026, cash provided by operating activities, net of acquisitions, was $147.8 million, primarily as a result of:

• net income of $26.4 million, including $91.3 million of depreciation, depletion, accretion and amortization, $22.4 million of share-based compensation expense and $6.6 million of gain on sale of property, plant and equipment;

• a decrease in contracts receivable including retainage, net of $58.8 million due to normal fluctuations resulting from the timing of processing transactions in our accounts receivable cycle;

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• 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 $17.8 million due to the timing of performing and closing projects.

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;

During the six months ended March 31, 2025, cash provided by operating activities, net of acquisitions, was $96.3 million, primarily as a result of:

• net income of $1.2 million, including $68.4 million of depreciation, depletion, accretion and amortization, $18.9 million of share-based compensation expense and $4.5 million of gain on sale of property, plant and equipment;

• a decrease in contracts receivable including retainage, net of $49.3 million due to normal fluctuations resulting from the timing of processing transactions in our accounts receivable cycle;

1 unchanged sentence

• a decrease in accounts payable and accrued expenses and other current liabilities of $27.0 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.

• 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 $9.7 million due to the timing of performing and closing projects.

Investing Activities

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.

During the six months ended March 31, 2026, cash used in investing activities was $337.1 million, of which $275.9 million related to acquisitions completed or finalized in the period, $81.7 million was invested in property, plant and equipment and $2.4 million was used to purchase restricted investments, partially offset by $13.5 million of proceeds from the sale of property, plant and equipment and $9.4 million of proceeds from the sale of restricted investments.

During the six months ended March 31, 2025, cash used in investing activities was $893.2 million, of which $828.7 million related to acquisitions completed or finalized in the period, $68.2 million was invested in property, plant and equipment and $6.2 million was invested in restricted investments, partially offset by $6.0 million of proceeds from the sale of property, plant and equipment and $3.9 million of proceeds from the sale of restricted investments.

Financing Activities

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

During the six months ended March 31, 2026, cash provided by financing activities was $107.3 million.

We received $185.0 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 $49.3 million of principal payments on long-term debt, $26.0 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.

During the six months ended March 31, 2025, cash provided by financing activities was $823.8 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, and $145.0 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 $135.6 million of principal payments on long-term debt and purchase of treasury stock of $20.1 million.

Capital Requirements and Sources of Liquidity

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

During the six months ended March 31, 2026 and 2025, our capital expenditures were approximately $81.7 million and $68.2 million, respectively.

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

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.

At March 31, 2026, 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.

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

1 unchanged sentence

Our working capital needs are driven by the seasonality and growth of our business, with our cash requirements increasing in periods of growth.

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 March 5, 2026.

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.

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 March 2, 2026, we announced that our Board of Directors authorized a new stock repurchase program under which up to $50 million is available to purchase shares of our outstanding Class A common stock through September 30, 2028.

The new stock repurchase program replaced the previous stock repurchase program, which expired on March 5, 2026.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.

1 unchanged sentence

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 three months ended December 31, 2024, the Company did not purchase any Class A common stock through our stock repurchase program.

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

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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Contractual Obligations

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

The following table summarizes our significant obligations outstanding as of March 31, 2026 (unaudited, in thousands):

Payments Due by Fiscal Year

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Debt obligations $ 1,761,875 $ 19,250 $ 38,500 $ 38,500 $ 38,500 $ 481,000 $ 1,146,125

Purchase agreement obligations due to sellers of Lone Star Paving 21,984 21,984 — — — — —

Lease obligations 107,652 15,863 31,105 26,103 19,422 10,057 5,102

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Total $ 1,880,061 $ 38,558 $ 71,323 $ 64,996 $ 58,306 $ 491,345 $ 1,155,533

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 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.

As of March 31, 2026, we had aggregate letters of credit outstanding in the amount of $4.8 million, future purchase commitments of diesel fuel and natural gas of $4.5 million, and $3.5 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