What changed in this filing

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Item 1. Financial Statements

2026-08-07 compared with 2026-05-08 · 184 added, 148 removed, 673 unchanged (33% of the section changed)

3 unchanged sentences

(in thousands, except share data)

March 31, September 30,

June 30, September 30,

ASSETS (unaudited)

32 unchanged sentences

Preferred stock, par value $ 0.001 ;

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

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

Class A common stock, par value $ 0.001 ;

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

400,000,000 shares authorized, 48,732,839 shares issued and 47,924,747 shares outstanding at June 30, 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 March 31, 2026 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 June 30, 2026 and 11,463,770 shares issued and 8,538,165 shares outstanding at September 30, 2025

Additional paid-in capital 615,510 541,179

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

Treasury stock, Class A common stock, par value $ 0.001 , at cost, 808,092 shares at June 30, 2026 and 557,119 shares at September 30, 2025

( 63,574 ) ( 34,589 )

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

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

( 16,833 ) ( 16,046 )

7 unchanged sentences

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

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

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

2026 2025 2026 2025

7 unchanged sentences

Interest expense, net ( 30,292 ) ( 25,239 ) ( 83,252 ) ( 64,961 )

Other income (expense) 276 ( 159 ) 23 262

Other income 44 246 67 508

Income before provision for income taxes and earnings from investment in joint venture 79,136 57,950 113,991 59,587

3 unchanged sentences

Other comprehensive income (loss), net of tax

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

Unrealized (loss) on interest rate swap contract, net ( 431 ) ( 1,996 ) ( 1,583 ) ( 2,017 )

Unrealized gain (loss) on restricted investments, net ( 22 ) 102 ( 144 ) —

11 unchanged sentences

(unaudited in thousands, except share data)

For the Six Months Ended March 31, 2026

For the Nine Months Ended June 30, 2026

Class A Common Stock Class B Common Stock Additional

20 unchanged sentences

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

Net income — — — — — — — 59,555 — 59,555

Share-based compensation expense — — — — 6,053 — — — — 6,053

Issuance of stock awards 21,933 — — — — — — — — —

Purchase of treasury stock — — — — — ( 3,804 ) — — — ( 3,804 )

Other comprehensive (loss) — — — — — — — — ( 453 ) ( 453 )

June 30, 2026 48,732,839 $ 48 11,481,568 $ 12 $ 615,510 $ ( 63,574 ) $ ( 16,833 ) $ 502,931 $ 2,642 $ 1,040,736

For the Nine Months Ended June 30, 2025

Class A Common Stock Class B Common Stock Additional

20 unchanged sentences

March 31, 2025 47,627,979 $ 47 11,739,408 $ 12 $ 531,279 $ ( 31,176 ) $ ( 16,046 ) $ 316,374 $ 7,379 $ 807,869

Net income — — — — — — — 44,047 — 44,047

Share-based compensation expense — — — — 3,980 — — — — 3,980

Issuance of stock awards 60,000 — — — — — — — — —

Purchase of treasury stock — — — — — ( 674 ) — — — ( 674 )

Other comprehensive (loss) — — — — — — — — ( 1,894 ) ( 1,894 )

Conversion of Class B common stock to Class A common stock 275,638 $ — ( 275,638 ) $ — $ — $ — $ — $ — $ — —

June 30, 2025 47,963,617 $ 47 11,463,770 $ 12 $ 535,259 $ ( 31,850 ) $ ( 16,046 ) $ 360,421 $ 5,485 $ 853,328

See notes to consolidated financial statements (unaudited).

2 unchanged sentences

(unaudited in thousands)

For the Six Months Ended March 31,

For the Nine Months Ended June 30,

Cash flows from operating activities:

9 unchanged sentences

Loss from investment in joint venture 1 12

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

Deferred income tax expense (benefit) 22,658 ( 300 )

Other non-cash adjustments ( 617 ) ( 665 )

35 unchanged sentences

Property, plant and equipment financed with accounts payable $ 9,849 $ 5,693

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

Amounts payable to sellers in business combinations, net $ 673 $ 64,938

See notes to consolidated financial statements (unaudited).

40 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 March 31, 2026 and September 30, 2025, respectively.

The Company had restricted cash of $ 0.1 million and $ 3.0 million at June 30, 2026 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 (in thousands):

March 31, 2026 (unaudited) September 30, 2025

June 30, 2026 (unaudited) September 30, 2025

Cash and cash equivalents $ 94,547 $ 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, net.

Unrealized gains and losses are reported as components of accumulated other comprehensive (loss), 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 $ 16.2 million and $ 23.2 million at March 31, 2026 and September 30, 2025, respectively.

The Company had restricted investments of $ 10.9 million and $ 23.2 million at June 30, 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 six months ended March 31, 2026 and 2025, the Company had no intent impairments or credit losses.

For the nine months ended June 30, 2026 and 2025, the Company had no intent impairments or credit losses.

Contracts Receivable Including Retainage, Net

27 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 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:

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

Projects performed for various departments of transportation accounted for 44.7 % and 46.1 % of consolidated revenues for the three months ended June 30, 2026 and 2025, respectively, and for 42.0 % and 40.8 % of consolidated revenues for the nine months ended June 30, 2026 and 2025, respectively.

Customers that accounted for more than 10% of consolidated revenues during the three and nine months ended June 30, 2026 and 2025 are presented below:

% of Consolidated Revenues

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

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

2026 2025 2026 2025

7 unchanged sentences

% of Consolidated Revenues

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

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

2026 2025 2026 2025

56 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 March 31, 2026 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 has debt securities reflected as restricted investments on its Consolidated Balance Sheets at March 31, 2026 and September 30, 2025.

The Company has debt securities reflected as restricted investments on its Consolidated Balance Sheets at June 30, 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 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.

The Company also has a Term Loan A, TLB Term Loans and a Revolving Credit Facility, each as defined and further described in Note 8 - Debt.

Due to the variable rate or short-term nature of these instruments, management considers their carrying value to approximate their fair value.

14 unchanged sentences

For additional information about comprehensive income, see Note 19 - Other Comprehensive Income (Loss).

Reclassifications

Certain amounts in prior periods have been reclassified to conform to the current period presentation.

These reclassifications had no effect on previously reported net income, total stockholders’ equity, or net cash provided by operating activities.

Note 3 - Accounting Standards

11 unchanged sentences

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.

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.

1 unchanged sentence

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

The following table summarizes the consideration for the acquisitions and the provisional amounts of identified assets acquired and liabilities assumed as of June 30, 2026 (unaudited, in thousands):

VMC P&S GMJ Four Star Total

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

Contracts receivable including retainage — 15,831 8,894 5,557 30,282

Cost and estimated earnings in excess of billings on uncompleted contracts 88 753 2,253 3,094

Costs and estimated earnings in excess of billings on uncompleted contracts 88 753 2,253 1,117 4,211

Inventories 10,790 751 320 — 11,861

12 unchanged sentences

Fair value of Class A common stock transferred — 51,459 — — 51,459

Total consideration (receivable) payable ( 661 ) — ( 1,403 ) ( 2,064 )

Total consideration payable — — 125 548 673

Total purchase price $ 107,724 $ 144,750 $ 38,028 $ 58,665 $ 349,167

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 Consolidated Statements of Comprehensive Income include $ 101.3 million of revenue and $ 4.8 million of net income attributable to the operations of the acquired businesses for the three months ended June 30, 2026 and $ 249.7 million of revenue and $ 15.2 million of net income attributable to the operations of the acquired businesses for the nine months ended June 30, 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 $ 0.2 million for the three months ended June 30, 2026 and $ 11.7 million for the nine months ended June 30, 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,

For the Three Months Ended June 30,

Pro forma revenues $ 999,418 $ 914,087

Pro forma net income $ 60,556 $ 53,763

For the Six Months Ended March 31,

For the Nine Months Ended June 30,

Pro forma revenues $ 2,606,692 $ 2,422,670

1 unchanged sentence

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;

(a) include the pro forma results of operations of the acquired businesses for the three and nine months ended June 30, 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 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.

(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 June 30, 2026 and (ii) the interest rate in effect on the date of the acquisitions was in effect from October 1, 2024 through June 30, 2026;

(d) exclude $ 0.2 million and $ 11.7 million of acquisition-related expenses from the three and nine months ended June 30, 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 six months ended March 31, 2026, there were no material measurement period adjustments to provisional acquisitions as reported in the 2025 Form 10-K.

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

March 31, 2026 September 30, 2025

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

June 30, 2026 September 30, 2025

Contracts receivable $ 520,049 $ 483,811

5 unchanged sentences

Note 6 - Contract Assets and Liabilities

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

June 30, 2026 September 30, 2025

Costs on uncompleted contracts $ 3,069,358 $ 2,899,250

3 unchanged sentences

Net billings in excess of costs and estimated earnings on uncompleted contracts $ ( 88,488 ) $ ( 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 March 31, 2025 and September 30, 2025 to March 31, 2026 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 June 30, 2025 and September 30, 2025 to June 30, 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 28,598 ( 4,087 ) 24,511

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

June 30, 2025 (unaudited) $ 54,564 $ ( 124,152 ) $ ( 69,588 )

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

Changes in revenue billed, contract price or cost estimates 15,509 ( 20,037 ) ( 4,528 )

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.

June 30, 2026 (unaudited) $ 60,849 $ ( 149,337 ) $ ( 88,488 )

At June 30, 2026, the Company had unsatisfied or partially unsatisfied performance obligations under construction project contracts representing approximately $ 2.7 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 $ 0.9 billion during the remainder of the fiscal year ending September 30, 2026 and $ 1.8 billion thereafter.

Note 7 - Property, Plant and Equipment

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

March 31, 2026 September 30, 2025

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

June 30, 2026 September 30, 2025

Construction equipment $ 851,156 $ 766,914

9 unchanged sentences

Total property, plant and equipment, net $ 1,295,692 $ 1,153,070

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.

Depreciation, depletion and amortization expense related to property, plant and equipment was $ 41.9 million and $ 38.2 million for the three months ended June 30, 2026 and 2025, respectively, and $ 129.1 million and $ 104.7 million for the nine months ended June 30, 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 March 31, 2026 and September 30, 2025 consisted of the following (in thousands):

March 31, 2026 September 30, 2025

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

June 30, 2026 September 30, 2025

Long-term debt:

Term Loan A $ 570,000 $ 592,500

Term Loan B 839,375 843,625

TLB Loans 1,137,250 843,625

Revolving Credit Facility 96,000 190,000

4 unchanged sentences

Term Loan A / Revolver Credit Agreement

The Company and each of its subsidiaries are parties to a Third Amended and Restated Credit Agreement, dated June 30, 2022, with PNC Bank, National Association, as administrative agent and lender, PNC Capital Markets LLC, as joint lead arranger and sole bookrunner, Regions Bank and BofA Securities, Inc., each as a joint arranger, and certain other lenders (as amended, restated, supplemented or otherwise modified, the “Term Loan A / Revolver Credit Agreement”).

The Term Loan A / Revolver Credit Agreement provides for a term loan in the principal amount of $ 600.0 million (the “Term Loan A”) and a revolving credit facility in an aggregate principal amount of $ 500.0 million (the “Revolving Credit Facility”).

and City National Bank, each as a joint lead arranger, and certain other lenders (as amended, restated, supplemented or otherwise modified, the “Term Loan A / Revolver Credit Agreement”).

On June 3, 2026, the parties entered into an amendment to the Term Loan A / Revolver Credit Agreement that, among other things, (i) increased the revolving credit facility thereunder from $ 500.0 million to $ 700.0 million (the “Revolving Credit Facility”) and (ii) adjusted certain financial covenants as further described below.

The Term Loan A / Revolver Credit Agreement also provides for a term loan in the principal amount of $ 600.0 million (the “Term Loan A”).

All outstanding advances under the Term Loan A and Revolving Credit Facility are due and payable in full on June 28, 2030 (the “Term Loan A Maturity Date”).

The Term Loan A amortizes in quarterly installments in an amount (subject, in each case, to adjustments for prior mandatory and voluntary prepayments of principal) equal to:

(a) 1.25 % of the original principal amount on each of the quarter-end payment dates;

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.

(i) 1.25 % of the original principal amount on each of the quarter-end payment dates;

and (ii) 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, a forward-looking term rate based on the Secured Overnight Financing 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.

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 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.

At June 30, 2026 and September 30, 2025, there was $ 570.0 million and $ 592.5 million, respectively, of principal outstanding under the Term Loan A, $ 96.0 million and $ 190.0 million, respectively, of principal outstanding under the Revolving Credit Facility, and availability of $ 599.2 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.

The Term Loan A / Revolver Credit Agreement also requires the Company to satisfy certain financial covenants, including a minimum consolidated interest coverage ratio of 2.75 -to-1.00 and a maximum consolidated net leverage ratio determined as follows:

(i) for each fiscal quarter ending on or prior to December 31, 2025, 4.50 -to-1.00;

(ii) for each fiscal quarter ending March 31, 2026 through and including September 30, 2026, 4.25 -to-1.00;

(iii) for each fiscal quarter ending December 31, 2026 through and including June 30, 2027, 4.00 -to-1.00;

and (iv) for each fiscal quarter ending September 30, 2027 and thereafter, 3.75 -to-1.00, subject to certain adjustments.

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.

(i) for each fiscal quarter ending June 30, 2026 through and including September 30, 2026, 4.75 -to-1.00;

(ii) for each fiscal quarter ending December 31, 2026 through and including June 30, 2027, 4.50 -to-1.00;

(iii) for each fiscal quarter ending September 30, 2027 through and including March 31, 2028, 4.25 -to-1.00;

and (iv) for each fiscal quarter ending June 30, 2028 and thereafter, 4.00 -to-1.00, subject to certain adjustments.

At June 30, 2026 and September 30, 2025, the Company’s consolidated interest coverage ratio was 5.37 -to-1.00 and 5.76 -to-1.00, respectively, and the Company’s consolidated net leverage ratio was 3.17 -to-1.00 and 3.10 -to-1.00, respectively.

At both June 30, 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.

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.

At June 30, 2026 and September 30, 2025, the aggregate notional value of the interest rate swap agreement was $ 300.0 million, and the fair value was $ 6.2 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/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.

The Term Loan B matures on November 1, 2031 (the “Term Loan B Maturity Date”), and all outstanding principal amounts and accrued and unpaid interest thereon shall be due and payable on such date.

The Company must repay the term loan in equal quarterly installments, commencing with the first full fiscal quarter ending after the date of the Term Loan B Credit Agreement, in an aggregate principal amount equal to 0.25 % of the principal amount of the term loan, subject to adjustment for, among other things, any incremental term loans, with the balance payable on the Term Loan B Maturity Date.

Borrowings under the Term Loan B Credit Agreement bear interest, at the Company’s option, at a rate per annum equal to (i) a forward-looking term rate based on the Secured Overnight Financing Rate for the applicable interest period (“Term SOFR”) plus an applicable margin (the “Term SOFR Loans”) or (ii) the Base Rate (as defined below) plus the applicable margin (the “Base Rate Loans”).

The Base Rate means, for any day, a fluctuating rate per annum equal to the highest of (w) the federal funds rate plus 0.50 %, (x) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”, (y) Term SOFR plus 1.00 % and (z) 1.00 %.

The applicable margin is (A) 2.50 % in the case of Term SOFR Loans and (B) 1.50 % in the case of Base Rate Loans.

The Company and each of its subsidiaries are parties to 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 (as amended, restated, supplemented or otherwise modified, the “Term Loan B Credit Agreement”).

The Term Loan B Credit Agreement provides for a senior secured first lien term loan facility, the initial principal amount of which was drawn in full on November 1, 2024 in the amount of $ 850.0 million (the “Initial Term Loan B”) and used to (i) 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 ” ), (ii) repay the Company’s outstanding borrowings under other credit facilities, (iii) pay fees and expenses incurred in connection with the debt financing transaction and the Lone Star Acquisition, and (iv) for working capital and other corporate purposes.

On June 18, 2026, the parties entered into an amendment to the Term Loan B Credit Agreement that, among other things, (i) refinanced and replaced in full outstanding principal amounts under the Initial Term Loan B (the “Refinancing Term Loans”) to reduce the interest rate margins payable thereunder, as further described below, and (ii) provided for incremental term loans in the aggregate principal amount of $ 300.0 million (the “Incremental Term Loans” and, together with the Refinancing Term Loans, the “TLB Loans”).

The TLB Loans mature on November 1, 2031 (the “Term Loan B Maturity Date”), and all outstanding principal amounts and accrued and unpaid interest thereon will be due and payable on such date.

The Company must repay the TLB Loans in equal quarterly installments, in an aggregate principal amount equal to 0.25 % of the principal amount of the TLB Loans, subject to adjustment for, among other things, any incremental term loans, with the balance payable on the Term Loan B Maturity Date.

Borrowings under the Term Loan B Credit Agreement bear interest, at the Company’s option, at a rate per annum equal to (i) Term SOFR plus an applicable margin (the “Term SOFR Loans”) or (ii) the Base Rate (as defined below) plus the applicable margin (the “Base Rate Loans”).

The Base Rate means, for any day, a fluctuating rate per annum equal to the highest of (A) the federal funds rate plus 0.50 %, (B) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”, (C) Term SOFR plus 1.00 % and (D) 1.00 %.

The applicable margin is determined by reference to (1) whether the loan is a Term SOFR Loan or Base Rate Loan and (2) the Company’s Consolidated First Lien Net Leverage Ratio (as defined in the Term Loan B Credit Agreement) as of the date of determination.

For the quarter ended June 30, 2026, the applicable margin was 2.00 % for Term SOFR Loans and 1.00 % for Base Rate Loans.

Beginning with the quarter ending September 30, 2026 and in each quarter thereafter, the applicable margin is (i) for Term SOFR Loans, (A) 2.00 % if the Company’s consolidated first lien net leverage ratio is greater than or equal to 2.95 -to-1.00, and (B) 1.75 %, if the Company’s consolidated first lien net leverage ratio is less than 2.95 -to-1.00, and (ii) for Base Rate Loans, (A) 1.00 %, if the Company’s consolidated first lien net leverage ratio is greater than or equal to 2.95 -to-1.00, and (B) 0.75 %, if the Company’s consolidated first lien net leverage ratio is less than 2.95 -to-1.00.

With respect to any Term SOFR Loans, the Company is required to pay interest on the last day of each one-, three- or six-month interest period, as elected by the Company, and, if such interest period is longer than three months, also at the end of each three-month period during such interest period.

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

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.

At June 30, 2026 and September 30, 2025, there was $ 1.1 billion and $ 0.8 billion, respectively, of principal outstanding under the TLB Loans.

Note 9 - Equity

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Conversion of Class B Common Stock to Class A Common Stock

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.

During the nine months ended June 30, 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 June 30, 2026, there were 47,924,747 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 six months ended March 31, 2026, the Company issued 437,169 shares of Class A common stock in connection with the P&S Acquisition.

During the nine months ended June 30, 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 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.

During the nine months ended June 30, 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 5,795 shares of Class A common stock through forfeitures of unvested restricted stock awards by terminated employees.

During the nine months ended June 30, 2026, pursuant to its stock repurchase program, the Company repurchased 79,257 shares of Class A common stock for aggregate consideration of approximately $ 9.0 million through open market transactions.

Restricted Stock Awards

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.

During the nine months ended June 30, 2026, the Company awarded to certain directors, officers and employees of the Company a total of 174,736 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 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.

During the nine months ended June 30, 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”).

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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 March 31, For the Six Months Ended March 31,

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

2026 2025 2026 2025

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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 March 31, For the Six Months Ended March 31,

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

2026 2025 2026 2025

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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 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 Company’s effective income tax rate for the three months ended June 30, 2026 and 2025 was 24.7 % and 24.0 %, respectively.

The Company’s effective tax rate for the nine months ended June 30, 2026 and 2025 was 24.6 % and 24.1 %, 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 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 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.

At June 30, 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 June 30, 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.

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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 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):

The following table presents revenues earned and expenses incurred by the Company during the three and nine months ended June 30, 2026 and 2025, and accounts receivable and payable balances at June 30, 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 March 31, For the Six Months Ended March 31, March 31, September 30,

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

2026 2025 2026 2025 2026 2025

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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 March 31, 2026, there were 622,110 shares of Class A common stock remaining available for issuance under the Equity Incentive Plan.

At June 30, 2026, there were 600,177 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 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,

At June 30, 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 nine months ended June 30, 2026 and 2025 (unaudited, in thousands):

For the Three Months Ended June 30,

Equity classified awards $ 6,053 $ 3,904

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Total share-based compensation expense $ 8,242 $ 8,564

For the Six Months Ended March 31,

For the Nine Months Ended June 30,

Equity classified awards (1)

$ 26,110 $ 20,947

Liability classified awards 4,293 5,916

1 unchanged sentence

Total share-based compensation expense $ 31,195 $ 27,961

(1) Includes $ 9.4 million and $ 9.8 million of transformative acquisition expenses as of June 30, 2026 and 2025, respectively, a subset of acquisition-related expenses in the Consolidated Statements of Comprehensive Income.

Restricted Stock - Equity Classified Awards

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A summary of the changes in the Company’s restricted stock is as follows (in thousands, except share data):

For the Six Months Ended March 31,

For the Nine Months Ended June 30,

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

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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 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.

During the nine months ended June 30, 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.

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 associated with PSUs was $ 1.7 million and $ 1.1 million for the three months ended June 30, 2026 and 2025, respectively, and $ 5.0 million and $ 2.8 million for the nine months ended June 30, 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.

At June 30, 2026, the Company forecasted 274,412 shares of Class A common stock underlying PSUs as unvested and approximately $ 8.4 million of unrecognized compensation expense related to PSU awards, which will be recognized over a remaining weighted-average period of 1.7 years.

During the nine months ended June 30, 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 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 associated with prior awards was $ 1.9 million and $ 4.1 million for the three months ended June 30, 2026 and 2025, respectively, and $ 4.3 million and $ 5.9 million for the nine months ended June 30, 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.

As of June 30, 2026 and 2025, the liability for cash-settled RSUs was $ 11.2 million and $ 7.7 million, respectively, and is included in accrued expenses and other current liabilities and other long-term liabilities.

At June 30, 2026, there was approximately $ 4.2 million of unrecognized compensation expense related to these awards, which will be recognized over a remaining weighted-average period of 1.9 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 140,498 shares under the ESPP.

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 associated with the ESPP was $ 0.2 million and $ 0.6 million for the three months ended June 30, 2026 and 2025, respectively, and $ 0.8 million and $ 1.1 million for the nine months ended June 30, 2026 and 2025, respectively.

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

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

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.

As of June 30, 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 $ 104.8 million, $ 30.3 million and $ 75.1 million, respectively.

As of June 30, 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 March 31,

For the Three Months Ended June 30,

Operating lease cost $ 8,660 $ 5,052

1 unchanged sentence

Total lease expense $ 19,151 $ 12,024

For the Six Months Ended March 31,

For the Nine Months Ended June 30,

Operating lease cost $ 23,297 $ 12,091

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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 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):

As of June 30, 2026, the weighted-average remaining term of the Company’s leases was 3.9 years, and the weighted-average discount rate was 6.07 %.

As of June 30, 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 June 30, 2026 (unaudited, in thousands):

Fiscal Year Amount

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Note 15 - Investment in Derivative Instruments

Interest Rate Swap

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

7 unchanged sentences

If the Company does not specifically designate a derivative as one of the above, changes in the fair value of the undesignated derivative instrument are reported in current period earnings.

Cash flows from designated derivative financial instruments are classified

within the same category as the item being hedged in the Consolidated Statements of Cash Flows, while cash flows from undesignated derivative financial instruments are included as an investing activity.

Cash flows from designated derivative financial instruments are classified within the same category as the item being hedged in the Consolidated Statements of Cash Flows, while cash flows from undesignated derivative financial instruments are included as an investing activity.

If the Company determines that it qualifies for and will designate a derivative as a hedging instrument, the Company formally documents all relationships between hedging activities, including the risk management objective and strategy for undertaking various hedge transactions.

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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.

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,

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 interest rate and commodity swap contracts for the three and nine months ended June 30, 2026 and 2025 and the fair value of these derivatives as of June 30, 2026 and September 30, 2025 (in thousands):

For the Three Months Ended June 30,

(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 $ 26 $ 71 $ 97 $ — $ — $ —

Interest expense, net $ 1,362 $ — $ 1,362 $ 1,876 $ — $ 1,876

Total $ 1,388 $ 71 $ 1,459 $ 1,876 $ — $ 1,876

For the Six Months Ended March 31,

For the Nine Months Ended June 30,

(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 $ 26 $ 71 $ 97 $ — $ — $ —

Interest expense, net $ 4,399 $ — $ 4,399 $ 5,922 $ — $ 5,922

Total $ 4,425 $ 71 $ 4,496 $ 5,922 $ — $ 5,922

March 31, 2026 September 30, 2025

June 30, 2026 September 30, 2025

Balance Sheet Classification (unaudited)

Other assets - interest rate swaps (1)

Prepaid expenses and other current assets - commodity swaps $ 71 $ —

Other assets - interest rate swap (1)

$ 6,227 $ 7,916

Net unrealized gain position $ 6,298 $ 7,916

(1) Includes designated cash flow hedge of $ 6.7 million and $ 7.9 million as of March 31, 2026 and September 30, 2025, respectively.

(1) Includes designated cash flow hedge of $ 6.2 million and $ 7.9 million as of June 30, 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 March 31, 2026 and September 30, 2025 under Topic 820 (in thousands):

March 31, 2026 September 30, 2025

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

June 30, 2026 September 30, 2025

Level 2 Level 2

Commodity swap contracts $ 71 $ —

Interest rate swaps 6,227 7,916

8 unchanged sentences

Derivative assets are included within “Prepaid expenses and other current assets” and “Other assets” on the Company’s Consolidated Balance Sheets.

Derivative liabilities are included within “Accrued expense and other current liabilities” and “Other long-term liabilities” on the Company’s Consolidated Balance Sheets.

Note 17 - Commitments

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Under the Revolving Credit Facility, the Company has a total capacity of $ 700.0 million that may be used for a combination of cash borrowings and letter of credit issuances.

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.

At June 30, 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 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 June 30, 2026, the Company had unconditional purchase commitments for diesel fuel and natural gas in the normal course of business in the aggregate amount of $ 3.1 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 or cash flows of the Company.

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):

As of June 30, 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

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however, certain agreements have minimum annual payments.

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):

The Company had commitments in the form of minimum royalties as of June 30, 2026 in the amount of $ 4.0 million, due as follows (unaudited, in thousands):

Fiscal Year Amount

2 unchanged sentences

Total $ 3,966

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.

Royalty expense recorded in cost of revenue was $ 0.8 million and $ 0.8 million for the three months ended June 30, 2026 and 2025, respectively, and $ 2.3 million and $ 2.2 million for the nine months ended June 30, 2026 and 2025, respectively.

Note 18 - Restricted Investments

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

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

June 30, 2026

Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value

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Corporate debt securities 3,099 31 8 3,122

Municipal government securities 371 — 4 367

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

Other debt securities 1,579 6 7 1,578

Total $ 10,907 $ 42 $ 79 $ 10,870

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 March 31, 2026, 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 June 30, 2026, are as follows (unaudited, in thousands):

Amortized Cost Fair Value

4 unchanged sentences

Note 19 - Other Comprehensive Income (Loss)

Comprehensive income (loss) comprises two subsets:

Comprehensive income comprises two subsets:

net income and OCI.

2 unchanged sentences

The maturity date of this swap is June 30, 2027.

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

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

AOCI June 30, 2026 (unaudited) September 30, 2025

Interest rate swap contract, net of blend and extend arrangement $ 3,703 $ 5,705

3 unchanged sentences

Changes in AOCI, net of tax, are as follows (in thousands):

AOCI Interest Rate Hedge

Changes in Accumulated Other Comprehensive Income, Net of Tax

Balance at September 30, 2025 $ 4,369

Net OCI changes ( 1,727 )

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

AOCI Interest Rate Hedge

Balance at June 30, 2026 (unaudited) $ 2,642

Balance at September 30, 2024 $ 7,502

Net OCI changes ( 2,017 )

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

Balance at June 30, 2025 (unaudited) $ 5,485

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

For the Three Months Ended March 31,

For the Three Months Ended June 30,

Interest expense (benefit) $ ( 1,362 ) $ ( 1,876 )

2 unchanged sentences

Total reclassifications from AOCI to earnings $ ( 1,028 ) $ ( 1,393 )

For the Six Months Ended March 31,

For the Nine Months Ended June 30,

Interest expense (benefit) $ ( 4,399 ) $ ( 5,922 )

3 unchanged sentences

Note 20 - Subsequent Events

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.

Acquisition of Ellsworth Construction, LLC

On July 10, 2026, the Company acquired all of the equity interests of Ellsworth Construction, LLC (“Ellsworth”), an asphalt manufacturing and construction business headquartered in Tulsa, Oklahoma, for (i) $ 77.2 million of cash, which was paid from available cash on hand and a draw from the Revolving Credit Facility, and (ii) $ 24.8 million in shares of Class A common stock.

The transaction added construction crews throughout the Tulsa and Oklahoma City metropolitan areas, an HMA plant in Broken Arrow, Oklahoma and a permitted asphalt plant site in Greater Oklahoma City.

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.

The membership interest purchase agreement entered into in connection with the acquisition of Ellsworth includes an earn-out provision that requires the Company to pay up to $ 10.0 million in cash to the former owners of Ellsworth based upon the extent of the acquired business’s achievement of certain annual Adjusted EBITDA targets over a five-year period ending September 30, 2031.

No payment will be due if the Adjusted EBITDA targets are not achieved at a specified threshold level.

In connection with the acquisition, the Company issued awards under the Equity Incentive Plan to key employees of Ellsworth consisting of 20,000 shares of restricted Class A common stock, in the aggregate, having a grant date fair value of approximately $ 1.9 million and vesting as to one-half of the shares on each of September 30, 2030 and 2031.

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