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Item 9A. Controls and Procedures

2024-11-25 compared with 2023-11-29 · 40 added, 17 removed, 158 unchanged (27% of the section changed)

6 unchanged sentences

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Under guidelines established by the SEC, companies are allowed to exclude certain acquisitions from their first assessment of internal control over financial reporting following the date of the acquisition.

Management excluded Ferebee Corporation, which we acquired on December 1, 2022, from the assessment of the effectiveness of internal control over financial reporting.

Total assets of 5% at September 30, 2023 (excluding goodwill which was included within the scope of our assessment) and revenue and net income of 3% and 2%, respectively, for the fiscal year ended September 30, 2023, were excluded from management’s assessment at September 30, 2023.

Ferebee Corporation will be included in management’s assessment of the effectiveness of internal controls over financial reporting as of September 30, 2024.

Based on the results of our evaluation, our management concluded that our internal control over financial reporting was effective as of September 30, 2024.

2 unchanged sentences

Changes in Internal Control Over Financial Reporting

The Company is in the process of integrating Ferebee Corporation into its operations and internal control processes, and will include this acquisition in its assessment of internal controls in fiscal year 2024.

Other than related to the Ferebee Corporation acquisition, there were no changes in our internal control over financial reporting during the three months ended September 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting during the fiscal quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

36 unchanged sentences

Number Description

2.1# Unit Purchase Agreement, dated as of October 20, 2024, by and among Construction Partners, Inc., Asphalt Inc., LLC, the Sellers listed on the signature pages thereto, and John J.

Wheeler, in his capacity as the Sellers’ Representative (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No.

001-38479) filed on October 21, 2024)

3.1 Amended and Restated Certificate of Incorporation of Construction Partners, Inc., as amended through February 23, 2023 (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q (File No.

7 unchanged sentences

4.2* Description of Construction Partners, Inc.’s Class A common stock

Number Description

10.1† Form of Indemnification Agreement, by and between Construction Partners, Inc.

2 unchanged sentences

333-224174) filed on April 23, 2018)

Number Description

10.2## Third Amended and Restated Credit Agreement, dated as of June 30, 2022, by and among Construction Partners, Inc.

7 unchanged sentences

001-38479) filed on August 8, 2023)

10.2C## Third Amendment to Third Amended and Restated Credit Agreement, dated as of May 29, 2024, by and among Construction Partners, Inc.

and each of its wholly owned subsidiaries, as loan parties, 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 party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

001-38479) filed on May 29, 2024)

10.2D## Fourth Amendment to Third Amended and Restated Credit Agreement, dated as of October 30, 2024, by and among Construction Partners, Inc.

001-38479) filed on November 4, 2024)

10.3## Term Loan Credit Agreement, dated as of November 1, 2024, by and among Construction Partners, Inc.

and each of its wholly owned subsidiaries, as borrowers, certain guarantors party thereto, certain lenders party thereto, 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 a joint lead arranger and joint bookrunner, and RBC Capital Markets, LLC, Fifth Third Bank, National Association, Hancock Whitney Bank and KeyBanc Capital Markets Inc., each as a co-manager (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

001-38479) filed on November 4, 2024)

10.4† Form of Employment Agreement, dated April 1, 2020, by and between Construction Partners, Inc.

14 unchanged sentences

001-38479) filed on August 9, 2019)

10.4B† Form of Restricted Stock Award under the Construction Partners, Inc.

10.5B† Second Amendment to the Construction Partners, Inc.

2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No.

001-38479) filed on March 22, 2024)

10.5C† Form of Restricted Stock Award under the Construction Partners, Inc.

2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-1 (File No.

333-224174) filed on April 6, 2018)

10.4C† Form of Performance Stock Unit Award Agreement under the Construction Partners, Inc.

Number Description

10.5D† Form of Performance Stock Unit Award Agreement under the Construction Partners, Inc.

2018 Equity Incentive Plan (Revenue Growth Rate and ROCE Vesting Criteria) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

001-38479) filed on January 5, 2022)

10.4D† Form of Performance Stock Unit Award Agreement under the Construction Partners, Inc.

10.5E† Form of Performance Stock Unit Award Agreement under the Construction Partners, Inc.

2018 Equity Incentive Plan (Revenue Growth Rate and Adjusted EBITDA Margin Vesting Criteria) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

001-38479) filed on November 9, 2022)

10.4E†* Form of Cash-Settled Restricted Stock Unit Award Agreement under the Construction Partners, Inc.

2018 Equity Incentive Plan

10.5F† Form of Cash-Settled Restricted Stock Unit Award Agreement under the Construction Partners, Inc.

2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.4E to the Annual Report on Form 10-K (File No.

001-38479) filed on November 29, 2023)

10.6† Construction Partners, Inc.

2024 Restricted Stock Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

001-38479) filed on March 22, 2024)

10.6A†* Form of Restricted Stock Award Agreement under the Construction Partners, Inc.

2024 Restricted Stock Plan

10.7† Construction Partners, Inc.

Employee Stock Purchase Plan (incorporated by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A (File No.

18 unchanged sentences

001-38479) filed on December 14, 2018)

19.1* Construction Partners, Inc.

Policy Prohibiting Insider Trading and Unauthorized Disclosure of Information to Others

19.2* Construction Partners, Inc.

Supplemental Policy Concerning Trading in Company Securities by Certain Designated Persons

21.1* List of Significant Subsidiaries of Construction Partners, Inc.

23.1* Consent of RSM US LLP

Number Description

31.1* Certification of President and Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

4 unchanged sentences

97.1 Construction Partners, Inc.

Incentive Compensation Recoupment Policy

Incentive Compensation Recoupment Policy (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K (File No.

001-38479) filed on November 29, 2023)

101.INS* Inline XBRL Instance Document

7 unchanged sentences

* Filed herewith.

Number Description

** Furnished herewith.

# Schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K.

Construction Partners, Inc.

agrees to furnish to the Securities and Exchange Commission a copy of any omitted schedule or exhibit upon request.

Certain confidential information has been excluded pursuant to 601(b)(10(iv) of Regulation S-K.

The Company agrees to furnish to the Securities and Exchange Commission a copy of any omitted schedule or exhibit upon request.

## Schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company agrees to furnish to the Securities and Exchange Commission a copy of any omitted schedule or exhibit upon request.

Certain confidential information has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K.

Such excluded information is not material and is the type that the registrant treats as private or confidential.

24 unchanged sentences

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-K

Item 9A. Controls and Procedures