What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-08-07 compared with 2026-05-08 · 88 added, 82 removed, 207 unchanged (45% of the section changed)

18 unchanged sentences

Contract Backlog

At March 31, 2026, our contract backlog was $3.1 billion.

At June 30, 2026, our contract backlog was $3.4 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 $2.6 billion at March 31, 2026.

Backlog of uncompleted work on contracts under which work was either in progress or had not yet begun was $2.7 billion at June 30, 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 $0.5 billion at March 31, 2026.

Low bid/no contract backlog was $0.7 billion at June 30, 2026.

Recent Developments

11 unchanged sentences

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

For further discussion regarding this transaction, see Note 4 - Business Acquisitions to the unaudited consolidated financial statements included elsewhere in this report.

On July 10, 2026, we acquired all the equity interests of Ellsworth Construction, LLC ("Ellsworth") an asphalt manufacturing and construction business headquartered in Tulsa, Oklahoma.

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.

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

Financing Transactions

In June 2026, we entered into an amendment to the Term Loan A / Revolver Credit Agreement that, among other things, (i) increased the Revolving Credit Facility from $500.0 million to $700.0 million and (ii) adjusted certain financial covenants.

Also in June 2026, we entered into an amendment to the Term Loan B Credit Agreement that, among other things, (i) provided for the Refinancing Term Loans under the Term Loan B Credit Agreement to reduce the interest rate margins payable thereunder and (ii) provided for the Incremental Term Loans in the aggregate principal amount of $300.0 million.

As of June 30, 2026, there was $1.1 billion, $570.0 million and $96.0 million of principal outstanding under the TLB Loans, the Term Loan A and the Revolving Credit Facility, respectively, and availability of $599.2 million under the Revolving Credit Facility, including a reduction for outstanding letters of credit.

For further discussion regarding the amendments to the Term Loan A / Revolver Credit Agreement and the Term Loan B Credit Agreement, see Note 8 - Debt to the unaudited consolidated financial statements included elsewhere in this report.

How We Assess Performance of Our Business

33 unchanged sentences

Interest Expense, Net

Interest expense, net primarily represents interest incurred on our long-term debt, such as the Term Loans and the Revolving Credit Facility, fees associated with debt modifications and amortization of deferred debt issuance costs.

Interest expense, net primarily represents interest incurred on our long-term debt, such as the Term Loan A, the TLB Loans and the Revolving Credit Facility, fees associated with debt modifications and amortization of deferred debt issuance costs.

These amounts are partially offset by interest income earned on short-term investments of cash balances in excess of our current operating needs.

9 unchanged sentences

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,

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

2026 2025 2026 2025

9 unchanged sentences

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,

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

2026 2025 2026 2025

5 unchanged sentences

Results of Operations

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):

Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

The following table sets forth selected financial data for the three months ended June 30, 2026 and 2025 (unaudited, in thousands, except percentages):

Change From the Three Months Ended

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

For the Three Months Ended June 30, June 30, 2025

to the Three Months Ended

2026 2025 March 31, 2026

2026 2025 June 30, 2026

Revenues Dollars % of

5 unchanged sentences

Gain on sale of property, plant and equipment 5,912 0.6 % 3,975 0.5 % 1,937 48.7 %

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

Operating income 109,384 10.9 % 82,943 10.6 % 26,441 31.9 %

Interest expense, net (30,292) (3.0) % (25,239) (3.2) % (5,053) 20.0 %

6 unchanged sentences

Adjusted net income $ 60,592 6.1 % $ 45,248 5.8 % $ 15,344 33.9 %

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.

Revenues for the three months ended June 30, 2026 increased $220.1 million, or 28.2%, to $999.4 million from $779.3 million for the three months ended June 30, 2025.

The increase included $151.0 million of revenues attributable to acquisitions completed during or subsequent to the three months ended June 30, 2025 and $69.1 million of revenues in our existing markets from contract work and sales of HMA and aggregates to third parties.

The 8.9% 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.

Gross profit for the three months ended June 30, 2026 increased $36.6 million, or 27.8%, to $168.4 million from $131.8 million for the three months ended June 30, 2025.

The increase in gross profit was primarily the result of a 28.2% increase in revenues for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

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.

General and administrative expenses for the three months ended June 30, 2026 increased $12.1 million, or 23.8%, to $63.1 million from $51.0 million for the three months ended June 30, 2025.

The increase was primarily attributable to general and administrative expenses associated with the operations of businesses acquired during or subsequent to the three months ended June 30, 2025.

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.

Acquisition-related expenses were $1.8 million for each of the three months ended June 30, 2026 and 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.

Gain on sale of property, plant and equipment for the three months ended June 30, 2026 increased $1.9 million, or 48.7%, to $5.9 million from $4.0 million for the three months ended June 30, 2025.

The increase was primarily the result of higher amounts realized upon disposals of equipment and components during the three months ended June 30, 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.

Interest expense, net for the three months ended June 30, 2026 increased $5.1 million, or 20.0%, to $30.3 million compared to $25.2 million for the three months ended June 30, 2025.

The increase in interest expense, net was primarily related to additional borrowings under our credit facilities and fees associated with the amendments to our Term Loan A / Revolver Credit Agreement and Term Loan B 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.

Our effective tax rate increased to 24.7% for the three months ended June 30, 2026, from 24.0% for the three months ended June 30, 2025.

Our higher effective tax rate during the three months ended June 30, 2026 was due to differences in state tax rates at our operating subsidiaries.

Net income increased $15.5 million to $59.6 million for the three months ended June 30, 2026, compared to $44.0 million for the three months ended June 30, 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, 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.

Adjusted EBITDA and Adjusted EBITDA margin were $163.0 million and 16.3%, respectively, for the three months ended June 30, 2026, compared to $131.7 million and 16.9%, respectively, for the three months ended June 30, 2025.

The increase in Adjusted EBITDA resulted from a $15.5 million increase in net income as described above, a $4.7 million increase in depreciation, depletion, accretion and amortization, a $5.1 million increase in interest expense, net and a $5.7 million increase in provision for income taxes.

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.

Adjusted net income increased $15.3 million to $60.6 million for the three months ended June 30, 2026, compared to $45.3 million for the three months ended June 30, 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, interest expense, net 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

Nine Months Ended June 30, 2026 Compared to Nine Months Ended June 30, 2025

The following table sets forth selected financial data for the nine months ended June 30, 2026 and 2025 (unaudited, in thousands, except percentages):

Change From the Nine Months Ended

For the Nine Months Ended June 30, June 30, 2025

to the Nine Months Ended

2026 2025 June 30, 2026

Revenues Dollars % of

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Adjusted Net Income $ 97,369 3.8 % $ 62,901 3.3 % $ 34,468 54.8 %

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.

Revenues for the nine months ended June 30, 2026 increased $0.7 billion, or 34.8%, to $2.6 billion from $1.9 billion for the nine months ended June 30, 2025.

The increase included $514.1 million of revenues attributable to acquisitions completed during or subsequent to the nine months ended June 30, 2025 and $151.5 million of revenues attributable to our existing markets from contract work and sales of HMA and aggregates to third parties.

The 7.9% increase in revenues in our existing markets was due to strong demand in both public and private work.

Gross Profit.

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.

Gross profit for the nine months ended June 30, 2026 increased $109.0 million, or 39.0%, to $388.7 million from $279.7 million for the nine months ended June 30, 2025.

The increase in gross profit was primarily the result of a 34.8% increase in revenues for the nine months ended June 30, 2026 compared to the nine months ended June 30, 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 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.

General and administrative expenses for the nine months ended June 30, 2026 increased $46.3 million, or 32.6%, to $188.2 million from $142.0 million for the nine months ended June 30, 2025.

The increase was attributable to general and administrative expenses associated with the operations of businesses acquired during or subsequent to the nine months ended June 30, 2025 and an increase in share-based compensation expense.

Acquisition-Related Expenses.

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.

Acquisition-related expenses for the nine months ended June 30, 2026 decreased $6.3 million to $15.9 million from $22.2 million for the nine months ended June 30, 2025.

The decrease was primarily due to higher transformative acquisition expenses in the nine months ended June 30, 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 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.

Gain on sale of property, plant and equipment for the nine months ended June 30, 2026 increased $4.1 million, or 48.8%, to $12.6 million from $8.5 million for the nine months ended June 30, 2025.

The increase was primarily the result of higher amounts realized upon disposals of equipment and components during the nine months ended June 30, 2026.

Interest Expense, Net.

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.

Interest expense, net for the nine months ended June 30, 2026 increased $18.3 million, or 28.2%, to $83.3 million compared to $65.0 million for the nine months ended June 30, 2025.

Provision for Income Taxes.

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.

Our effective tax rate increased to 24.6% for the nine months ended June 30, 2026, from 24.1% for the nine months ended June 30, 2025.

Our higher effective tax rate during the nine months ended June 30, 2026 was due to differences in state tax rates at our operating subsidiaries.

Net income increased $40.7 million to $85.9 million for the nine months ended June 30, 2026, compared to $45.2 million for the nine months ended June 30, 2025.

The increase in net income was primarily a result of higher gross profit, decrease in acquisition-related expenses and increased 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 $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.

Adjusted EBITDA and Adjusted EBITDA margin were $368.5 million and 14.3%, respectively, for the nine months ended June 30, 2026, compared to $269.8 million and 14.1%, respectively, for the nine months ended June 30, 2025.

The increase in Adjusted EBITDA and Adjusted EBITDA margin resulted from a $40.7 million increase in net income as described above, a $27.5 million increase in depreciation, depletion, accretion and amortization, a $18.3 million increase in interest expense, net, a $13.7 million increase in provision for income taxes, and a $3.6 million increase in share-based compensation expense, offset by a decrease of $5.1 million in transformative acquisition expenses.

Adjusted Net Income.

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.

Adjusted net income increased $34.5 million to $97.4 million for the nine months ended June 30, 2026, compared to Adjusted net income of $62.9 million for the nine months ended June 30, 2025.

The increase in Adjusted net income was primarily a result of higher gross profit, decrease in acquisition-related expenses and increased 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.

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

For the Six Months Ended March 31,

For the Nine Months Ended June 30,

Net cash provided by operating activities, net of acquisitions $ 240,859 $ 179,318

3 unchanged sentences

Operating Activities

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;

During the nine months ended June 30, 2026, cash provided by operating activities, net of acquisitions, was $240.9 million, primarily as a result of:

• net income of $85.9 million, including $135.3 million of depreciation, depletion, accretion and amortization, $31.2 million of share-based compensation expense, $22.7 million of deferred income tax expense and $12.6 million of gain on sale of property, plant and equipment;

• an increase in contracts receivable including retainage, net of $13.9 million due to normal fluctuations resulting from the timing of processing transactions in our accounts receivable cycle;

• an increase in inventories of $18.3 million due to increased inventories from acquisitions, growth in existing markets, higher inventory costs and normal fluctuations in our inventory cycle;

• a decrease in accounts payable and accrued expenses and other current liabilities of $20.2 million due to the timing of processing transactions in our accounts payable cycle;

• an increase in accounts payable and accrued expenses and other current liabilities of $15.5 million due to the timing of processing transactions in our accounts payable cycle;

• 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 $2.8 million due to the timing of performing and closing projects.

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:

During the nine months ended June 30, 2025, cash provided by operating activities, net of acquisitions, was $179.3 million, primarily as a result of:

• net income of $45.2 million, including $107.7 million of depreciation, depletion, accretion and amortization, $28.0 million of share-based compensation expense and $8.4 million of gain on sale of property, plant and equipment;

• a decrease in contracts receivable including retainage, net of $6.2 million due to normal fluctuations resulting from the timing of processing transactions in our accounts receivable cycle;

• an increase in inventories of $4.4 million due to increased inventories from acquisitions, growth in existing markets, higher inventory costs and normal fluctuations in our inventory cycle;

• 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;

• an increase in inventories of $4.9 million due to acquisitions, growth in existing markets, higher inventory costs and normal fluctuations in our inventory cycle;

• an increase in accounts payable and accrued expenses and other current liabilities of $33.5 million due to the timing of processing transactions in our accounts payable cycle;

• 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 $32.1 million due to the timing of performing and closing projects.

Investing Activities

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.

During the nine months ended June 30, 2026, cash used in investing activities was $445.0 million, of which $337.4 million related to acquisitions completed or finalized in the period, $144.2 million was invested in property, plant and equipment and $3.8 million was used to purchase restricted investments, partially offset by $24.4 million of proceeds from the sale of property, plant and equipment and $16.0 million of proceeds from the sale of restricted investments.

During the nine months ended June 30, 2025, cash used in investing activities was $1.0 billion, of which $935.7 million related to acquisitions completed or finalized in the period, $104.9 million was invested in property, plant and equipment and $12.2 million was invested in restricted investments, partially offset by $11.3 million of proceeds from the sale of property, plant and equipment and $8.4 million of proceeds from the sale of restricted investments.

Financing Activities

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.

During the nine months ended June 30, 2026, cash provided by financing activities was $139.8 million.

We received $294.9 million of net proceeds from the Incremental Term Loans, which were used to pay down the Revolving Credit Facility, and $263.5 million of net proceeds from the Revolving Credit Facility, which were used for acquisitions completed in the period.

This cash flow was partially offset by $386.4 million of principal payments on long-term debt, $29.8 million for the purchase of treasury stock and $2.5 million for settlement of performance share awards.

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.

During the nine months ended June 30, 2025, cash provided by financing activities was $893.4 million.

We received $835.0 million of net proceeds from our Initial Term Loan B, which were primarily used for the Lone Star Acquisition completed in the period, and $218.4 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 $137.7 million of principal payments on long-term debt and purchase of treasury stock of $20.8 million.

Capital Requirements and Sources of Liquidity

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

During the nine months ended June 30, 2026 and 2025, our capital expenditures were approximately $144.2 million and $104.9 million, respectively.

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

At March 31, 2026, our commitments for capital expenditures were not material to our financial condition or results of operations on a consolidated basis.

At June 30, 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 $185.0 million to $205.0 million.

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Historically, we have required significant amounts of cash in order to make capital expenditures, purchase materials, execute our growth strategy through acquisitions and fund our organic expansion into new markets.

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.

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 March 2, 2026, we announced that our Board of Directors authorized a new stock repurchase program under which up to $50.0 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.

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.

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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 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.

During the nine months ended June 30, 2026, the Company purchased 79,257 shares of Class A common stock for aggregate consideration of approximately $9.0 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 March 31, 2026 (unaudited, in thousands):

The following table summarizes our significant obligations outstanding as of June 30, 2026 (unaudited, in thousands):

Payments Due by Fiscal Year

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Off-Balance Sheet Arrangements

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.

As of June 30, 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 $3.1 million, and $4.0 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