What changed in this filing

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Item 1. Financial Statements

2025-08-07 compared with 2025-05-09 · 194 added, 177 removed, 679 unchanged (35% 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, 2025 and September 30, 2024

10,000,000 shares authorized and no shares issued and outstanding at June 30, 2025 and September 30, 2024

Class A common stock, par value $ 0.001 ;

400,000,000 shares authorized, 47,627,979 shares issued and 47,235,345 shares outstanding at March 31, 2025 and 44,062,830 shares issued and 43,819,102 shares outstanding at September 30, 2024

400,000,000 shares authorized, 47,963,617 shares issued and 47,433,440 shares outstanding at June 30, 2025 and 44,062,830 shares issued and 43,819,102 shares outstanding at September 30, 2024

Class B common stock, par value $ 0.001 ;

100,000,000 shares authorized, 11,739,408 shares issued and 8,813,803 shares outstanding at March 31, 2025 and 11,784,650 shares issued and 8,861,698 shares outstanding at September 30, 2024

100,000,000 shares authorized, 11,463,770 shares issued and 8,538,165 shares outstanding at June 30, 2025 and 11,784,650 shares issued and 8,861,698 shares outstanding at September 30, 2024

Additional paid-in capital 535,259 278,065

Treasury stock, Class A common stock, par value $ 0.001 , at cost, 392,634 shares of Class A common stock at March 31, 2025 and 243,728 shares of Class A common stock at September 30, 2024

Treasury stock, Class A common stock, par value $ 0.001 , at cost, 530,177 shares at June 30, 2025 and 243,728 shares at September 30, 2024

( 31,850 ) ( 11,490 )

Treasury stock, Class B common stock, par value $ 0.001 , at cost, 2,925,605 shares at March 31, 2025 and 2,922,952 shares at September 30, 2024

Treasury stock, Class B common stock, par value $ 0.001 , at cost, 2,925,605 shares at June 30, 2025 and 2,922,952 shares at September 30, 2024

( 16,046 ) ( 15,603 )

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,

2025 2024 2025 2024

7 unchanged sentences

Interest expense, net ( 25,239 ) ( 4,673 ) ( 64,961 ) ( 12,987 )

Other income (expense) ( 159 ) 46 262 18

Income (loss) before provision for income taxes and earnings from investment in joint venture 5,538 ( 1,442 ) 1,637 11,519

Provision (benefit) for income taxes 1,310 ( 321 ) 461 2,797

Other income 246 32 508 50

Income before provision for income taxes and earnings from investment in joint venture 57,950 41,016 59,587 52,535

Provision for income taxes 13,903 10,108 14,364 12,905

Loss from investment in joint venture — — ( 12 ) ( 3 )

Net income (loss) 4,215 ( 1,124 ) 1,164 8,719

Net income 44,047 30,908 45,211 39,627

Other comprehensive income (loss), net of tax

Unrealized gain (loss) on interest rate swap contract, net ( 2,890 ) 2,478 ( 21 ) ( 4,627 )

Unrealized (loss) on interest rate swap contract, net ( 1,996 ) ( 540 ) ( 2,017 ) ( 5,167 )

Unrealized gain (loss) on restricted investments, net 102 ( 34 ) — 279

Other comprehensive income (loss) ( 2,659 ) 2,392 ( 123 ) ( 4,313 )

Other comprehensive (loss) ( 1,894 ) ( 574 ) ( 2,017 ) ( 4,888 )

Comprehensive income $ 42,153 $ 30,334 $ 43,194 $ 34,739

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

Net income per share attributable to common stockholders:

Basic $ 0.80 $ 0.60 $ 0.82 $ 0.76

7 unchanged sentences

(unaudited in thousands, except share data)

For the six months ended March 31, 2025

For the Nine Months Ended June 30, 2025

Class A Common Stock Class B Common Stock Additional

18 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

For the six months ended March 31, 2024

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

For the Nine Months Ended June 30, 2024

Class A Common Stock Class B Common Stock Additional

16 unchanged sentences

March 31, 2024 43,896,017 $ 44 11,921,463 $ 12 $ 272,669 $ ( 1,514 ) $ ( 15,603 ) $ 254,994 $ 14,381 $ 524,983

Net income — — — — — — — 30,908 — 30,908

Issuance of stock awards 30,000 — — — — — — — — —

Share-based compensation expense — — — — 2,893 — — — — 2,893

Purchase of treasury stock — — — — — ( 5,269 ) — — — ( 5,269 )

Other comprehensive (loss) — — — — — — — — ( 574 ) ( 574 )

June 30, 2024 43,926,017 $ 44 11,921,463 $ 12 $ 275,562 $ ( 6,783 ) $ ( 15,603 ) $ 285,902 $ 13,807 $ 552,941

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:

89 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 $ 1.7 million and $ 2.0 million at March 31, 2025 and September 30, 2024, respectively.

The Company had restricted cash of $ 2.0 million at each of June 30, 2025 and September 30, 2024.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Consolidated Statements of Cash Flows (unaudited, in thousands):

March 31, 2025 September 30, 2024

June 30, 2025 September 30, 2024

Cash and cash equivalents $ 114,336 $ 74,686

10 unchanged sentences

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 $ 20.2 million and $ 18.0 million at March 31, 2025 and September 30, 2024, respectively.

The Company had restricted investments of $ 22.0 million and $ 18.0 million at June 30, 2025 and September 30, 2024, 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, 2025 and 2024, the Company had no intent impairments or credit losses.

For the nine months ended June 30, 2025 and 2024, 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, 2025 or September 30, 2024.

Projects performed for various departments of transportation accounted for 40.9 % and 36.0 % of consolidated revenues for the three months ended March 31, 2025 and 2024, respectively, and for 37.2 % and 36.9 % of consolidated revenues for the six months ended March 31, 2025 and 2024, respectively.

Customers that accounted for more than 10% of consolidated revenues during the three and six months ended March 31, 2025 and 2024 are presented below:

No single customer accounted for more than 10% of the Company’s contracts receivable including retainage, net balance at June 30, 2025 or September 30, 2024.

Projects performed for various departments of transportation accounted for 46.1 % and 42.3 % of consolidated revenues for the three months ended June 30, 2025 and 2024, respectively, and for 40.8 % and 39.7 % of consolidated revenues for the nine months ended June 30, 2025 and 2024, respectively.

Customers that accounted for more than 10% of consolidated revenues during the three and nine months ended June 30, 2025 and 2024 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,

2025 2024 2025 2024

North Carolina Department of Transportation * 12.5 % * 10.3 %

Florida Department of Transportation * 13.4 % * 13.9 %

6 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,

2025 2024 2025 2024

25 unchanged sentences

The Company’s private customer contracts are primarily fixed total price contracts, also known as lump sum contracts, which require that the total amount of work be performed for a single price.

Contract cost is recorded as incurred, and revisions in contract revenue and cost estimates are reflected in the accounting period when known.

Changes in job performance, job conditions and

estimated profitability, including those changes arising from contract change orders, penalty provisions and final contract settlements, may result in revisions to estimated revenues and costs and are recognized in the period in which the revisions are determined.

Contract cost is recorded as incurred, and revisions in contract

revenue and cost estimates are reflected in the accounting period when known.

Changes in job performance, job conditions and estimated profitability, including those changes arising from contract change orders, penalty provisions and final contract settlements, may result in revisions to estimated revenues and costs and are recognized in the period in which the revisions are determined.

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

15 unchanged sentences

Earnings per Share

Basic net income (loss) per share attributable to common stockholders is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period.

Diluted net income (loss) per common share attributable to common stockholders is the same as basic net income (loss) per share attributable to common stockholders, but includes dilutive unvested stock awards using the treasury stock method.

Basic net income per share attributable to common stockholders is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding during the period.

Diluted net income per common share attributable to common stockholders is the same as basic net income per share attributable to common stockholders, but includes dilutive unvested stock awards using the treasury stock method.

Fair Value Measurements

7 unchanged sentences

The Company endeavors to utilize the best available information in measuring fair value.

The Company’s financial instruments include cash and cash equivalents, restricted cash, contracts receivable including retainage, accounts payable and accrued expenses reflected as current assets and current liabilities on its Consolidated Balance Sheets at March 31, 2025 and September 30, 2024.

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

The Company also has debt securities reflected as restricted investments on its Consolidated Balance Sheets at March 31, 2025 and September 30, 2024.

The Company also has debt securities reflected as restricted investments on its Consolidated Balance Sheets at June 30, 2025 and September 30, 2024.

These investments are adjusted to fair value at each balance sheet date and are considered Level 2 fair value measurements.

The Company also has term loans and a Revolving Credit Facility, 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, 2025 and September 30, 2024.

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

8 unchanged sentences

Management applies fair value measurement guidance to its impairment analysis for tangible and intangible assets, including goodwill.

Comprehensive Income (Loss)

Comprehensive Income

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

Comprehensive income comprises two subsets:

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

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

OCI includes adjustments for changes in fair value of an interest rate swap contract derivative and available-for-sale restricted investments.

4 unchanged sentences

Note 3 - Accounting Standards

Recently Adopted Accounting Pronouncements

The Company monitors all Accounting Standards Updates issued by the Financial Accounting Standards Board and other authoritative guidance.

4 unchanged sentences

The aggregate consideration delivered at the closing of the Lone Star Acquisition consisted of (i) $ 659.0 million in cash (as adjusted pursuant to the purchase agreement) and (ii) 3,000,000 shares of Class A common stock having an aggregate fair market value of approximately $ 236.3 million at closing.

In addition, the Company agreed to (i) pay cash to the selling unit holders in an amount equal to the working capital remaining in Lone Star Paving at closing, as finally determined (subject to adjustments and offsets to satisfy certain indemnification obligations and any purchase price overpayments), to be paid out in quarterly installments over four quarters following the closing and (ii) purchase from the selling unit holders for $ 30.0 million in cash an entity that owns certain real property following receipt of specified operational entitlements, which had not been received as of March 31, 2025.

The total amount of consideration for the Lone Star Acquisition remains subject to post-closing adjustments with respect to settlement of working capital and other matters.

At March 31, 2025, $ 84.4 million was reflected on the Company’s Consolidated Balance Sheets within accrued expenses and other current liabilities, representing the estimated working capital payable.

At June 30, 2025, $ 66.8 million was reflected on the Company’s Consolidated Balance Sheets within accrued expenses and other current liabilities, representing the estimated working capital payable.

Oklahoma Acquisition - Provisional

On January 2, 2025, the Company acquired all the outstanding capital stock of Overland Corporation, an asphalt manufacturing and paving company headquartered in Ardmore, Oklahoma, for $ 121.1 million, which was paid from available cash on hand and a draw from the Revolving Credit Facility.

On January 2, 2025, the Company acquired all the outstanding capital stock of Overland Corporation (“Overland”), an asphalt manufacturing and paving company headquartered in Ardmore, Oklahoma, for $ 121.1 million, which was paid from available cash on hand and a draw from the Revolving Credit Facility.

The transaction established the Company’s first platform company in Oklahoma and added eight HMA plants across southern and western Oklahoma.

Overland Corporation also provides paving services in northern Texas.

Overland also provides paving services in northern Texas.

Alabama Acquisition - Provisional

1 unchanged sentence

The transaction added five HMA plants and expanded the Company’s operations in the greater Mobile and southwestern Alabama market areas.

Combined Acquisitions During the Six Months Ended March 31, 2025

Tennessee Acquisition - Provisional

On May 1, 2025, the Company acquired all the outstanding capital stock of PRI of East Tennessee, Inc., an asphalt manufacturing and construction business headquartered in Knoxville, Tennessee, and Pavement Restorations, Inc., a pavement preservation business headquartered in Milan, Tennessee (collectively, “PRI”) for $ 96.1 million, which was paid from available cash on hand and a draw from the Revolving Credit Facility.

The transaction established the Company’s first platform company in Tennessee, with operations including an HMA plant and related crews and equipment serving northeastern Tennessee and a specialized pavement preservation and sitework business serving multiple southeastern states.

Combined Acquisitions During the Nine Months Ended June 30, 2025

The foregoing acquisitions were accounted for as business combinations in accordance with ASC Topic 805, Business Combinations ("Topic 805").

As of March 31, 2025, the purchase price allocations had not yet been finalized due to the recent timing of these acquisitions, as certain information was pending on such date to finalize estimates of fair value of certain assets acquired and liabilities assumed.

As of June 30, 2025, the purchase price allocations had not yet been finalized due to the recent timing of these acquisitions, as certain information was pending on such date to finalize estimates of fair value of certain assets acquired and liabilities assumed.

The Company consulted with independent third parties to assist in the valuation process.

The Company expects to finalize the estimate of fair values as soon as practicable and no later than one year from each respective acquisition dates.

The Company expects to finalize the estimate of fair values as soon as practicable and no later than one year from each respective acquisition date.

Identifiable assets acquired and liabilities assumed were recorded at their estimated fair values based on the methodology described

2 unchanged sentences

Goodwill primarily represents the assembled work force and synergies expected to result from the 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, 2025 (unaudited, in thousands):

Lone Star Paving Overland Corporation Mobile Asphalt Company, LLC 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, 2025 (unaudited, in thousands):

Lone Star Paving Overland Mobile Asphalt Company, LLC PRI Total

Cash and cash equivalents $ 15,168 $ 2,426 $ — $ 1,634 $ 19,228

17 unchanged sentences

Total purchase price $ 977,207 $ 118,896 $ 54,658 $ 96,400 $ 1,247,161

The Consolidated Statements of Comprehensive Income include $ 130.1 million of revenue and $ 3.9 million of net loss attributable to the operations of these acquisitions for the three months ended March 31, 2025 and $ 191.1 million of revenue and $ 7.6 million of net loss attributable to the operations of these acquisitions for the six months ended March 31, 2025.

The Company recorded certain costs related to the acquisitions as they were incurred, which are reflected in general and administrative expenses on the Company’s Consolidated Statements of Comprehensive Income in the amount of $ 0.8 million for the three months ended March 31, 2025 and $ 19.7 million for the six months ended March 31, 2025.

The Consolidated Statements of Comprehensive Income include $ 193.9 million of revenue and $ 11.0 million of net income attributable to the operations of these acquisitions for the three months ended June 30, 2025 and $ 385.0 million of revenue and $ 3.4 million of net income attributable to the operations of these acquisitions for the nine months ended June 30, 2025.

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 $ 1.3 million for the three months ended June 30, 2025 and $ 21.0 million for the nine months ended June 30, 2025.

The following tables present pro forma revenues and net income as though the acquisitions had occurred on October 1, 2023 (unaudited, in thousands):

For the Three Months Ended March 31,

For the Three Months Ended June 30,

Pro forma revenues $ 785,665 $ 764,679

Pro forma net income (loss) $ 5,059 $ ( 2,164 )

For the Six Months Ended March 31,

Pro forma net income $ 45,101 $ 48,745

For the Nine Months Ended June 30,

Pro forma revenues $ 2,061,082 $ 1,942,147

1 unchanged sentence

Pro forma financial information is presented as if the operations of the acquisitions had been included in the consolidated results of the Company since October 1, 2023 and gives effect to transactions that are directly attributable to the acquisitions, including adjustments to:

(a) include the pro forma results of operations of the acquisitions for the three and six months ended March 31, 2025 and 2024;

(b) include additional depreciation, depletion and amortization expense related to the fair value of acquired property, plant and equipment and reserves at aggregates facilities and intangibles, as applicable, as if such assets were acquired on October 1, 2023 and consistently applied to the Company’s depreciation and depletion methodologies;

(c) include interest expense under the Term Loan B (as defined below) and Revolving Credit Facility as if the funds borrowed to finance the purchase prices were borrowed on October 1, 2023 (interest expense calculations further assume that no principal payments were made during the period from October 1, 2023 through March 31, 2025, and that the interest rate in effect on the date the Company completed the acquisitions was in effect for the period from October 1, 2023 through March 31, 2025);

(d) exclude $ 19.7 million of acquisition-related expenses from the six months ended March 31, 2025, as though such expenses were incurred prior to the pro forma acquisition date of October 1, 2023.

(a) include the pro forma results of operations of the acquisitions for the three and nine months ended June 30, 2025 and 2024;

(c) include interest expense under the Term Loan B (as defined below) and Revolving Credit Facility as if the funds borrowed to finance the purchase prices were borrowed on October 1, 2023 (interest expense calculations further assume that no principal payments were made during the period from October 1, 2023 through June 30, 2025, and that the interest rate in effect on the date the Company completed the acquisitions was in effect for the period from October 1, 2023 through June 30, 2025);

(d) exclude $ 21.0 million of acquisition-related expenses from the nine months ended June 30, 2025, as though such expenses were incurred prior to the pro forma acquisition date of October 1, 2023.

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, 2023.

Provisional Accounting

During the six months ended March 31, 2025, there were no material measurement period adjustments to provisional acquisitions as reported in the 2024 Form 10-K.

During the nine months ended June 30, 2025, there were no material measurement period adjustments to provisional acquisitions as reported in the 2024 Form 10-K.

Note 5 - Contracts Receivable Including Retainage, Net

Contracts receivable including retainage, net consisted of the following at March 31, 2025 and September 30, 2024 (in thousands):

March 31, 2025 September 30, 2024

Contracts receivable including retainage, net consisted of the following at June 30, 2025 and September 30, 2024 (in thousands):

June 30, 2025 September 30, 2024

Contracts receivable $ 404,325 $ 299,156

1 unchanged sentence

466,739 351,884

Allowance for doubtful accounts ( 988 ) ( 1,073 )

Allowance for credit losses ( 2,210 ) ( 1,073 )

Contracts receivable including retainage, net $ 464,529 $ 350,811

1 unchanged sentence

Note 6 - Contract Assets and Liabilities

Costs and estimated earnings compared to billings on uncompleted contracts at March 31, 2025 and September 30, 2024 consisted of the following (in thousands):

March 31, 2025 September 30, 2024

Costs and estimated earnings compared to billings on uncompleted contracts at June 30, 2025 and September 30, 2024 consisted of the following (in thousands):

June 30, 2025 September 30, 2024

Costs on uncompleted contracts $ 3,405,243 $ 2,224,511

3 unchanged sentences

Net billings in excess of costs and estimated earnings on uncompleted contracts $ ( 69,588 ) $ ( 94,099 )

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, 2023 to March 31, 2024 and September 30, 2024 to March 31, 2025 are presented below (in thousands):

Significant changes to balances of costs and estimated earnings in excess of billings (contract asset) and billings in excess of costs and estimated earnings (contract liability) on uncompleted contracts from September 30, 2023 to June 30, 2024 and September 30, 2024 to June 30, 2025 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 5,254 ( 34,290 ) ( 29,036 )

March 31, 2024 (unaudited) $ 36,120 $ ( 103,453 ) $ ( 67,332 )

June 30, 2024 (unaudited) $ 32,550 $ ( 113,195 ) $ ( 80,645 )

September 30, 2024 $ 25,966 $ ( 120,065 ) $ ( 94,099 )

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 )

At March 31, 2025, the Company had unsatisfied or partially unsatisfied performance obligations under construction project contracts representing approximately $ 2.2 billion in aggregate transaction price.

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

At June 30, 2025, the Company had unsatisfied or partially unsatisfied performance obligations under construction project contracts representing approximately $ 2.2 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 $ 0.7 billion during the remainder of the fiscal year ending September 30, 2025 and $ 1.5 billion thereafter.

Note 7 - Property, Plant and Equipment

Property, plant and equipment at March 31, 2025 and September 30, 2024 consisted of the following (in thousands):

March 31, 2025 September 30, 2024

Property, plant and equipment at June 30, 2025 and September 30, 2024 consisted of the following (in thousands):

June 30, 2025 September 30, 2024

Construction equipment $ 755,626 $ 570,044

9 unchanged sentences

Total property, plant and equipment, net $ 1,147,613 $ 629,924

Depreciation, depletion and amortization expense related to property, plant and equipment was $ 36.2 million and $ 23.1 million for the three months ended March 31, 2025 and 2024, respectively, and $ 66.5 million and $ 44.1 million for the six months ended March 31, 2025 and 2024, respectively.

Depreciation, depletion and amortization expense related to property, plant and equipment was $ 38.2 million and $ 23.5 million for the three months ended June 30, 2025 and 2024, respectively, and $ 104.7 million and $ 67.6 million for the nine months ended June 30, 2025 and 2024, 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, 2025 and September 30, 2024 consisted of the following (in thousands):

March 31, 2025 September 30, 2024

Debt at June 30, 2025 and September 30, 2024 consisted of the following (in thousands):

June 30, 2025 September 30, 2024

Long-term debt:

8 unchanged sentences

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 (i) term loans in the aggregate principal amount of $ 375.0 million (consisting of an initial aggregate principal amount of $ 250.0 million (the “Initial Term Loan A”) and a subsequent term loan in the principal amount of $ 125.0 million (the “Incremental Term Loan A,” and collectively, the “Term Loan A”)), (ii) a revolving credit facility in an aggregate principal amount of $ 400.0 million (the “Revolving Credit Facility”) and (iii) a delayed draw term loan facility, the availability under which facility terminated as of December 31, 2023, in the aggregate principal amount of up to $ 50.0 million (the “Delayed Draw Term Loan”).

All outstanding advances under the Term Loan A and Revolving Credit Facility are due and payable in full on June 30, 2027 (the “Maturity Date”).

The Initial Term Loan A (commencing on September 30, 2022) and the Incremental Term Loan A (commencing on May 29, 2024) amortize 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 following 11 quarter-end payment dates;

(b) 1.875 % of the original principal amount on each of the next eight quarter-end payment dates;

and (c) all remaining principal on the Maturity Date.

The annual interest rates applicable to advances are calculated, at the Company’s option, by using either a base rate, Term SOFR plus 0.10 %, or (solely with respect to the Revolving Credit Facility) Daily Simple SOFR plus 0.10 %, in each case, plus an applicable margin percentage that corresponds to the Company’s consolidated net leverage ratio.

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”).

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 Maturity Date.

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

leverage ratio.

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

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, 2025 and September 30, 2024, there was $ 381.6 million and $ 392.2 million, respectively, of principal outstanding under the Term Loan A, $ 145.0 million and $ 122.9 million, respectively, of principal outstanding under the Revolving Credit Facility, and availability of $ 248.4 million and $ 268.8 million, respectively, under the Revolving Credit Facility, including a reduction for outstanding letters of credit.

At June 30, 2025 and September 30, 2024, there was $ 600.0 million and $ 392.2 million, respectively, of principal outstanding under the Term Loan A, $ 0.0 million and $ 122.9 million, respectively, of principal outstanding under the Revolving Credit Facility, and availability of $ 493.5 million and $ 268.8 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 fixed charge coverage ratio of 1.20 -to-1.00 and a maximum consolidated leverage ratio determined as follows:

(i) for each fiscal quarter ending on or prior to September 30, 2024, 3.50 -to-1.00 (ii) for each fiscal quarter ending December 31, 2024 through and including September 30, 2025, 4.50 -to-1.00;

(iii) for each fiscal quarter ending December 31, 2025 through and including September 30, 2026, 4.00 -to-1.00;

and (iv) for each fiscal quarter ending December 31, 2026 and thereafter, 3.50 -to-1.00, subject to certain adjustments.

At March 31, 2025 and September 30, 2024, the Company’s fixed charge coverage ratio was 3.29 -to-1.00 and 3.18 -to-1.00, respectively, and the Company’s consolidated leverage ratio was 3.23 -to-1.00 and 1.80 -to-1.00, respectively.

At both March 31, 2025 and September 30, 2024, the Company was in compliance with all covenants under the Term Loan A / Revolver Credit Agreement.

The Term Loan A / Revolver Credit Agreement also requires the Company to satisfy certain financial covenants, including a minimum consolidated interest coverage ratio of 3.00 -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 June 30, 2025 and September 30, 2024, the Company’s consolidated interest coverage ratio was 6.45 -to-1.00 and 11.32 -to-1.00, respectively, and the Company’s consolidated net leverage ratio was 3.17 -to-1.00 and 1.80 -to-1.00, respectively.

At both June 30, 2025 and September 30, 2024, the Company was in compliance with all covenants under the Term Loan A / Revolver Credit Agreement.

From time to time, the Company has entered into interest rate swap agreements to hedge against the risk of changes in interest rates.

both March 31, 2025 and September 30, 2024, the aggregate notional value of these interest rate swap agreements was $ 300.0 million, and the fair value was $ 11.9 million and $ 11.6 million, respectively, which is included within other assets on the Company’s Consolidated Balance Sheets.

At both June 30, 2025 and September 30, 2024, the aggregate notional value of the interest rate swap agreement was $ 300.0 million, and the fair value was $ 9.4 million and $ 11.6 million, respectively, which is included within other assets on the Company’s Consolidated Balance Sheets.

Term Loan B Credit Agreement

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

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, 2025 and September 30, 2024, there was $ 847.9 million and $ 0.0 million , respectively, of principal outstanding under the Term Loan B.

At June 30, 2025 and September 30, 2024, there was $ 845.8 million and $ 0.0 million , respectively, of principal outstanding under the Term Loan B.

Bridge Facility

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No amounts were drawn under the Bridge Facility, which was terminated on November 1, 2024 upon securing permanent debt financing and closing the Lone Star Acquisition.

The Company incurred $ 3.1 million of fees associated with the Bridge Facility during the three months ended December 31, 2024, which is included in interest expense, net on the accompanying Consolidated Statements of Comprehensive Income for the six months ended March 31, 2025.

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, 2025, certain stockholders of the Company converted a total of 154,242 shares of Class B common stock into shares of Class A common stock on a one -for-one basis.

As of March 31, 2025, there were 47,235,345 shares of Class A common stock and 8,813,803 shares of Class B common stock outstanding.

During the nine months ended June 30, 2025, certain stockholders of the Company converted a total of 429,880 shares of Class B common stock into shares of Class A common stock on a one -for-one basis.

As of June 30, 2025, there were 47,433,440 shares of Class A common stock and 8,538,165 shares of Class B common stock outstanding.

Issuance of Class A Common Stock

During the six months ended March 31, 2025, the Company issued 3,000,000 shares of Class A common stock in connection with the Lone Star Acquisition.

Additional information about the Lone Star Acquisition is set forth in Note 4 - Business Acquisition.

During the nine months ended June 30, 2025, the Company issued 3,000,000 shares of Class A common stock in connection with the Lone Star Acquisition.

Additional information about the Lone Star Acquisition is set forth in Note 4 - Business Acquisitions.

Treasury Stock

During the six months ended March 31, 2025, the Company received a total of 146,761 shares of Class A common stock and 2,653 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 2,145 shares of Class A common stock through forfeitures of unvested restricted stock awards by terminated employees.

During the nine months ended June 30, 2025, the Company received a total of 146,761 shares of Class A common stock and 2,653 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 20,318 shares of Class A common stock through forfeitures of unvested restricted stock awards by terminated employees.

During the nine months ended June 30, 2025, pursuant to its stock repurchase plan, the Company repurchased 119,370 shares of Class A common stock for aggregate consideration of approximately $ 8.7 million through open market transactions.

Restricted Stock Awards

During the six months ended March 31, 2025, the Company awarded to certain directors, officers, and employees and consultants a total of 273,995 restricted shares of Class A common stock under the Construction Partners, Inc.

During the nine months ended June 30, 2025, the Company awarded to certain directors, officers, and employees and consultants a total of 333,995 restricted shares of Class A common stock under the Construction Partners, Inc.

2018 Equity Incentive Plan (the “Equity Incentive Plan”) and 48,000 restricted shares of Class B common stock under the Construction Partners, Inc.

2024 Restricted Stock Plan (the “Restricted Stock Plan”).

The total includes 180,000 restricted shares of Class A common stock awarded to certain key employees of Lone Star Paving.

The total includes 240,000 restricted shares of Class A common stock awarded to certain key employees of Lone Star Paving, Overland and PRI.

Performance Stock Units and Market-Based Awards

During the six months ended March 31, 2025, the Company issued a total of 210,520 shares of Class A common stock in settlement of vested performance stock units (“PSUs”) and market-based awards under the Equity Incentive Plan and 61,000 shares of Class B common stock under the Restricted Stock Plan.

During the nine months ended June 30, 2025, the Company issued a total of 215,917 shares of Class A common stock in settlement of vested performance stock units (“PSUs”) and market-based awards under the Equity Incentive Plan and 61,000 shares of Class B common stock under the Restricted Stock Plan.

The total includes a transaction bonus related to the Lone Star Acquisition of 79,000 shares of Class A common stock and 61,000 shares of Class B common stock awarded to certain officers, directors, key contractors and employees of the Company.

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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 (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,

2025 2024 2025 2024

Net income (loss) attributable to common stockholders $ 4,215 $ ( 1,124 ) $ 1,164 $ 8,719

Net income attributable to common stockholders $ 44,047 $ 30,908 $ 45,211 $ 39,627

Weighted average number of common shares outstanding, basic 55,164,260 51,913,124 54,853,715 51,914,508

Net income (loss) per common share attributable to common stockholders, basic $ 0.08 $ ( 0.02 ) $ 0.02 $ 0.17

Net income per common share attributable to common stockholders, basic $ 0.80 $ 0.60 $ 0.82 $ 0.76

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,

2025 2024 2025 2024

Net income (loss) attributable to common stockholders $ 4,215 $ ( 1,124 ) $ 1,164 $ 8,719

Net income attributable to common stockholders $ 44,047 $ 30,908 $ 45,211 $ 39,627

Weighted average number of basic common shares outstanding, basic 55,164,260 51,913,124 54,853,715 51,914,508

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55,654,653 52,654,882 55,302,958 52,572,429

Net income (loss) per diluted common share attributable to common stockholders $ 0.08 $ ( 0.02 ) $ 0.02 $ 0.17

Net income per diluted common share attributable to common stockholders $ 0.79 $ 0.59 $ 0.82 $ 0.75

Note 11 - Provision for Income Taxes

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Management evaluated the Company’s tax positions based on appropriate provisions of applicable tax laws and regulations and believes that they are supportable based on their specific technical merits and the facts and circumstances of the respective transactions.

The Company’s effective income tax rate for the three months ended March 31, 2025 and 2024 was 23.7 % and 22.2 %, respectively.

The Company’s effective tax rate for the six months ended March 31, 2025 and 2024 was 28.4 % and 24.3 %, respectively.

The Company’s effective income tax rate for the three months ended June 30, 2025 and 2024 was 24.0 % and 24.6 %, respectively.

The Company’s effective tax rate for the nine months ended June 30, 2025 and 2024 was 24.1 % and 24.6 %, 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, 2025, $ 0.1 million and $ 0.1 million was reflected on the Company’s Consolidated Balance Sheets within other current assets and other assets, respectively, representing the remaining balances on this note receivable.

At June 30, 2025, $ 0.1 million and $ 0.1 million was reflected on the Company’s Consolidated Balance Sheets within other current assets and other assets, respectively, representing the remaining balances 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, 2025, $ 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 during fiscal year 2025 through fiscal year 2026.

At June 30, 2025, $ 0.1 million was reflected on the Company’s Consolidated Balance Sheets within other current assets, representing the remaining balance on this note receivable.

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

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

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• The Company is party to a management services agreement with SunTx, under which the Company pays SunTx $ 0.3 million per fiscal quarter and reimburses certain travel and other out-of-pocket expenses associated with services rendered under the management services agreement.

The following table presents revenues earned and expenses incurred by the Company during the three months ended March 31, 2025 and 2024, and accounts receivable and payable balances at March 31, 2025 and September 30, 2024, 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 months ended June 30, 2025 and 2024, and accounts receivable and payable balances at June 30, 2025 and September 30, 2024, 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,

2025 2024 2025 2024 2025 2024

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SunTx ( 453 ) (2) ( 523 ) (2) ( 2,291 ) (2) ( 1,405 ) (2) — —

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

(2) Cost of $ 0.5 million is reflected as general and administrative expenses on the Company’s Consolidated Statements of Comprehensive Income for the three months ended March 31, 2025.

Cost of $ 1.2 million is reflected as general and administrative expenses and $ 0.8 million is reflected as acquisition-related expenses on the Company’s Consolidated Statements of Comprehensive Income for the six months ended March 31, 2025.

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

(2) Cost of $ 0.6 million is reflected as general and administrative expenses on the Company’s Consolidated Statements of Comprehensive Income for the three months ended June 30, 2025.

Cost of $ 1.8 million is reflected as general and administrative expenses and $ 0.8 million is reflected as acquisition-related expenses on the Company’s Consolidated Statements of Comprehensive Income for the nine months ended June 30, 2025.

Note 13 - Share-Based Compensation

The Equity Incentive Plan was initially approved by the Company’s stockholders in 2016, was amended and restated in April 2018, and was further amended in May 2019.

The Equity Incentive Plan was initially approved by the Company’s stockholders in 2016, was amended and restated in April 2018, and was further amended in May 2019 and January 2025.

In connection with the 2018 amendment and restatement, the Company reserved 2,000,000 shares of Class A common stock for issuance pursuant to awards granted thereunder.

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

At March 31, 2025, there were 961,350 shares of Class A common stock remaining available for issuance under the Equity Incentive Plan.

The Restricted Stock Plan was approved by the Company’s stockholders and adopted by the Company in March 2024.

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

At March 31, 2025, there were 1,891,000 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 included in general and administrative expenses and acquisition-related expenses in the Consolidated Statements of Comprehensive Income during the three and six months ended March 31, 2025 and 2024 (unaudited, in thousands):

For the Three Months Ended March 31,

At June 30, 2025, there were 901,350 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 and was amended in January 2025.

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

At June 30, 2025, there were 1,891,000 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 included in general and administrative expenses and acquisition-related expenses in the Consolidated Statements of Comprehensive Income during the three and nine months ended June 30, 2025 and 2024 (unaudited, in thousands):

For the Three Months Ended June 30,

Equity classified awards $ 3,904 $ 2,893

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Total share-based compensation expense $ 8,564 $ 4,039

For the Six Months Ended March 31,

For the Nine Months Ended June 30,

Equity classified awards $ 20,947 $ 8,232

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A summary of the changes in the Company’s restricted stock units 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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Market-Based Awards - Equity Classified Awards

During the six months ended March 31, 2025, the Company issued and awarded market-based restricted stock awards representing a target of 79,000 Class A shares and 61,000 Class B shares to certain members of Company management, directors and employees under the Equity Incentive Plan and the Restricted Stock Plan, respectively, as transaction bonuses in connection with the Lone Star Acquisition.

During the nine months ended June 30, 2025, the Company issued and awarded market-based restricted stock awards representing a target of 79,000 Class A shares and 61,000 Class B shares to certain members of Company management, directors and employees under the Equity Incentive Plan and the Restricted Stock Plan, respectively, as transaction bonuses in connection with the Lone Star Acquisition.

The awards were issued upon the execution of the definitive agreement for the Lone Star Acquisition in October 2024 and vested upon the later to occur of (i) the closing of the Lone Star Acquisition and (ii) the achievement of certain market-based criteria.

Such awards vested on November 6, 2024.

These grants are classified as equity awards.

The aggregate grant date fair value of these restricted stock awards was $ 9.8 million.

During the six months ended March 31, 2025, the Company recorded compensation expense of $ 9.8 million which is recorded in acquisition-related expenses in the Company’s Consolidated Statements of Comprehensive Income.

During the three and nine months ended June 30, 2025, the Company recorded compensation expense in connection with the market-based restricted stock awards in the amount of $ 0.0 million and $ 9.8 million, respectively, which is recorded in acquisition-related expenses in the Company’s Consolidated Statements of Comprehensive Income.

Performance Stock Units - Equity Classified Awards

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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, 2025, the Company awarded PSUs representing a target of 73,603 Class A shares and forecasted vesting of 55,202 of Class A shares to certain members of management.

During the nine months ended June 30, 2025, the Company awarded PSUs representing a target of 73,603 Class A shares and forecasted vesting of 55,202 of Class A shares to certain members of management.

These grants are classified as equity awards.

The aggregate grant date fair value of these PSU awards was $ 4.1 million.

During the six months ended March 31, 2025 and 2024, the Company recorded compensation expense in connection with PSUs in the amount of $ 1.7 million and $ 0.6 million, respectively, which is reflected as general and administrative expenses in the Company’s Consolidated Statements of Comprehensive Income.

At March 31, 2025, the Company forecasted 226,102 shares of Class A common stock underlying PSUs as unvested and approximately $ 6.5 million of unrecognized compensation expense related to PSU awards, which will be recognized over a remaining weighted-average period of 2.2 years.

During the six months ended March 31, 2025, 136,917 shares of Class A and 61,000 shares of Class B common stock underlying PSUs were vested and issued.

During the three and nine months ended June 30, 2025, the Company recorded compensation expense in connection with PSUs in the amount of $ 1.1 million and $ 2.8 million, respectively, which is reflected as general and administrative expenses in the Company’s Consolidated Statements of Comprehensive Income.

At June 30, 2025, the Company forecasted 366,793 shares of Class A common stock underlying PSUs as unvested and approximately $ 5.8 million of unrecognized compensation expense related to PSU awards, which will be recognized over a remaining weighted-average period of 2.3 years.

During the nine months ended June 30, 2025, 136,917 shares of Class A common stock and 61,000 shares of Class B common stock underlying PSUs were vested and issued.

Cash-Settled Restricted Stock Units - Liability Classified Awards

During the six months ended March 31, 2025, the Company granted 77,634 cash-settled restricted stock units (“RSUs”) to employees of the Company under the Equity Incentive Plan.

During the nine months ended June 30, 2025, the Company granted 80,614 cash-settled restricted stock units (“RSUs”) to employees of the Company under the Equity Incentive Plan.

The Company elects to account for forfeitures as they occur.

Compensation expense associated with all liability classified awards for the three and six months ended March 31, 2025 was $ 1.1 million and $ 1.8 million, respectively, which is reflected as general and administrative expenses in the Consolidated Statements of Comprehensive Income.

As of both March 31, 2025 and September 30, 2024 the liability for cash-settled RSUs was $ 3.7 million and is included in accrued expenses and other current liabilities and other long-term liabilities.

At March 31, 2025, there was approximately $ 7.8 million of unrecognized compensation expense related to these awards, which will be recognized over a remaining weighted-average period of 3.2 years.

Compensation expense associated with all liability classified awards for the three and nine months ended June 30, 2025 was $ 4.1 million and $ 5.9 million, respectively, which is reflected as general and administrative expenses in the Consolidated Statements of Comprehensive Income.

At June 30, 2025 and September 30, 2024, the liability for cash-settled RSUs was $ 7.7 million and $ 3.7 million, respectively, and is included in accrued expenses and other current liabilities and other long-term liabilities.

At June 30, 2025, there was approximately $ 9.5 million of unrecognized compensation expense related to these awards, which will be recognized over a remaining weighted-average period of 3.2 years.

The grant date fair value of cash-settled RSU awards is based on the price of the Company’s Class A common stock and the number of RSUs awarded on the date of grant.

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Since that date, participants have purchased 84,601 shares under the ESPP.

Compensation expense associated with the ESPP was $ 0.2 million for the three months ended March 31, 2025 and 2024, and $ 0.5 million and $ 0.4 million for the six months ended March 31, 2025 and 2024, respectively.

Compensation expense associated with the ESPP was $ 0.6 million and $ 0.1 million for the three months ended June 30, 2025 and 2024, respectively, and $ 1.1 million and $ 0.4 million for the nine months ended June 30, 2025 and 2024, 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, 2025, operating leases under ASC Topic 842, Leases (“Topic 842”) were included in (i) operating lease right-of use assets, (ii) current portion of operating lease liabilities and

(iii) operating lease liabilities, net of current portion on the Company’s Consolidated Balance Sheets in the amounts of $ 56.3 million, $ 14.2 million and $ 42.7 million, respectively.

As of March 31, 2025, the Company did not have any lease contracts that had not yet commenced but had created significant rights and obligations.

As of June 30, 2025, operating leases under ASC Topic 842, Leases (“Topic 842”) were included in (i) operating lease right-of use assets, (ii) current portion of operating lease liabilities and (iii) operating lease liabilities, net of current portion on the Company’s Consolidated Balance Sheets in the amounts of $ 70.3 million, $ 17.5 million and $ 53.2 million, respectively.

As of June 30, 2025, 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 $ 5,052 $ 2,080

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Total lease expense $ 12,024 $ 8,269

For the Six Months Ended March 31,

For the Nine Months Ended June 30,

Operating lease cost $ 12,091 $ 4,454

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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, 2025, the weighted-average remaining term of the Company’s leases was 4.5 years, and the weighted-average discount rate was 5.86 %.

As of March 31, 2025, the lease liability was equal to the present value of the remaining lease payments, discounted using the incremental borrowing rate on the Company’s secured debt using a single maturity discount rate, as such rate is not materially different from the discount rate applied to each of the leases in the portfolio.

The following table summarizes the Company’s undiscounted lease liabilities outstanding as of March 31, 2025 (unaudited, in thousands):

As of June 30, 2025, the weighted-average remaining term of the Company’s leases was 4.4 years, and the weighted-average discount rate was 6.01 %.

As of June 30, 2025, the lease liability was equal to the present value of the remaining lease payments, discounted using the incremental borrowing rate on the Company’s secured debt using a single maturity discount rate, as such rate is not materially different from the discount rate applied to each of the leases in the portfolio.

The following table summarizes the Company’s undiscounted lease liabilities outstanding as of June 30, 2025 (unaudited, in thousands):

Fiscal Year Amount

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The Company performs an initial prospective assessment of hedge effectiveness on a quantitative basis between the inception date and the earlier of the first quarterly hedge effectiveness date or the issuance of the financial statements that include the hedged transaction.

On a quarterly basis, the Company assesses the effectiveness of its designated hedges in offsetting the variability in the cash flows or fair values of the hedged assets or obligations using the Hypothetical Derivative Method.

The Hypothetical Derivative Method compares the change in fair value or cash flows of the hedging instrument with the change in fair value or cash flows of a hypothetical derivative that represents the hedged risk.

On a quarterly basis, the Company assesses the effectiveness of designated hedges in offsetting the variability in the cash flows or fair

values of the hedged assets or obligations using a qualitative assessment.

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.

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

The following table represents the approximate amount of realized and unrealized gains (losses) and changes in fair value recognized in earnings on commodity derivative contracts for the three and six months ended March 31, 2025 and 2024 and the fair value of these derivatives as of March 31, 2025 and September 30, 2024 (in thousands):

For the Three Months Ended March 31,

The following table represents the approximate amount of realized and unrealized gains (losses) and changes in fair value recognized in earnings on interest rate swap and commodity derivative contracts for the three and nine months ended June 30, 2025 and 2024 and the fair value of these derivatives as of June 30, 2025 and September 30, 2024 (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 $ — $ — $ — $ ( 42 ) $ 32 $ ( 10 )

Interest expense, net 1,861 — 1,861 2,646 — 2,646

Cost of revenues - Commodity Swap Contracts $ — $ — $ — $ — $ 10 $ 10

Interest expense, net - Interest Rate Swap Contracts 1,876 — 1,876 2,635 — 2,635

Total $ 1,876 $ — $ 1,876 $ 2,635 $ 10 $ 2,645

For the Six Months Ended March 31,

For the Nine Months Ended June 30,

(unaudited) (unaudited)

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Total $ 5,922 $ — $ 5,922 $ 7,858 $ ( 184 ) $ 7,674

March 31, 2025 September 30, 2024

June 30, 2025 September 30, 2024

Balance Sheet Classification (unaudited)

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Net unrealized gain position $ 9,379 $ 11,646

(1) Includes designated cash flow hedge of $ 11.9 million and $ 11.6 million as of March 31, 2025 and September 30, 2024, respectively.

(1) Includes designated cash flow hedge of $ 9.4 million and $ 11.6 million as of June 30, 2025 and September 30, 2024, 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, 2025 and September 30, 2024 under Topic 820 (in thousands):

March 31, 2025 September 30, 2024

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2025 and September 30, 2024 under Topic 820 (in thousands):

June 30, 2025 September 30, 2024

Level 2 Level 2

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Letters of Credit

Under the Revolving Credit Facility, the Company had a total capacity of $ 400.0 million at March 31, 2025 that may be used for a combination of cash borrowings and letter of credit issuances.

At March 31, 2025, the Company had aggregate letters of credit outstanding in the amount of $ 6.6 million, primarily related to certain insurance policies as described in Note 2 - Significant Accounting Policies.

Under the Revolving Credit Facility, the Company had a total capacity of $ 500.0 million at June 30, 2025 that may be used for a combination of cash borrowings and letter of credit issuances.

At June 30, 2025, the Company had aggregate letters of credit outstanding in the amount of $ 6.5 million, primarily related to certain insurance policies as described in Note 2 - Significant Accounting Policies.

Purchase Commitments

As of March 31, 2025, 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 and cash flows of the Company.

As of March 31, 2025 the Company’s purchase commitments for the remainder of fiscal 2025 and in 2026 were as follows (unaudited, in thousands):

As of June 30, 2025, the Company had unconditional purchase commitments for diesel fuel and natural gas in the normal course of business in the aggregate amount of $ 2.2 million.

As of June 30, 2025, the Company’s purchase commitments for the remainder of fiscal 2025 and for fiscal 2026 were as follows (unaudited, in thousands):

Fiscal Year Amount

6 unchanged sentences

however, certain agreements have minimum annual payments.

The Company had commitments in the form of minimum royalties as of March 31, 2025 in the amount of $ 3.4 million, due as follows (unaudited, in thousands):

The Company had commitments in the form of minimum royalties as of June 30, 2025 in the amount of $ 3.5 million, due as follows (unaudited, in thousands):

Fiscal Year Amount

2 unchanged sentences

Total $ 3,474

Royalty expense recorded in cost of revenue was $ 0.8 million and $ 0.4 million for the three months ended March 31, 2025 and 2024, respectively, and $ 1.4 million and $ 0.8 million for the six months ended March 31, 2025 and 2024, respectively.

Royalty expense recorded in cost of revenue was $ 0.8 million and $ 0.5 million for the three months ended June 30, 2025 and 2024, respectively, and $ 2.2 million and $ 1.3 million for the nine months ended June 30, 2025 and 2024, respectively.

Note 18 - Restricted Investments

The following is a summary of the Company’s debt securities as of March 31, 2025 and September 30, 2024 (in thousands):

March 31, 2025

The following is a summary of the Company’s debt securities as of June 30, 2025 and September 30, 2024 (in thousands):

June 30, 2025

Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value

11 unchanged sentences

Total $ 17,986 $ 256 $ 222 $ 18,020

The amortized cost and fair value of debt securities classified as available for sale by contractual maturity, as of March 31, 2025, are as follows (unaudited, in thousands):

The amortized cost and fair value of debt securities classified as available for sale by contractual maturity, as of June 30, 2025, are as follows (unaudited, in thousands):

Amortized Cost Fair Value

5 unchanged sentences

Comprehensive income comprises two subsets:

net income (loss) and OCI.

The components of OCI are presented in the accompanying Consolidated Statements of Comprehensive Income (Loss) and Consolidated Statements of Stockholders’ Equity, net of applicable taxes.

net income and OCI.

The components of OCI are presented in the accompanying Consolidated Statements of Comprehensive Income and Consolidated Statements of Stockholders’ Equity, net of applicable taxes.

The Company’s interest rate swap contract hedge included in other comprehensive income (loss) was entered into on July 1, 2022 with an original notional value of $ 300.0 million.

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

Amounts in accumulated other comprehensive income (“AOCI”), net of tax, at March 31, 2025 and September 30, 2024, were as follows (in thousands):

AOCI March 31, 2025 (unaudited) September 30, 2024

Amounts in accumulated other comprehensive income (“AOCI”), net of tax, at June 30, 2025 and September 30, 2024, were as follows (in thousands):

AOCI June 30, 2025 (unaudited) September 30, 2024

Interest rate swap contract, net of blend and extend arrangement $ 7,272 $ 9,852

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Net OCI changes ( 2,017 )

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

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

AOCI Interest Rate Hedge

1 unchanged sentence

Net OCI changes ( 4,887 )

Balance at March 31, 2024 (unaudited) $ 14,381

Balance at June 30, 2024 (unaudited) $ 13,807

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) $ ( 1,876 ) $ ( 2,635 )

2 unchanged sentences

Total reclassifications from AOCI to earnings $ ( 1,393 ) $ ( 1,977 )

For the Six Months Ended March 31,

For the Nine Months Ended June 30,

Interest expense (benefit) $ ( 5,922 ) $ ( 7,919 )

3 unchanged sentences

Note 20 - Subsequent Events

Tennessee Acquisition

On May 1, 2025, the Company acquired all the outstanding capital stock of PRI of East Tennessee, Inc, an asphalt manufacturing and construction business headquartered in Knoxville, Tennessee, and Pavement Restorations, Inc., a pavement preservation business headquartered in Milan, Tennessee (collectively, “PRI”) for $ 96.5 million, which was paid from available cash on hand and a draw from the Revolving Credit Facility.

The transaction established the Company’s platform company in Tennessee, with operations including an HMA plant and related crews and equipment serving northeastern Tennessee and a specialized pavement preservation and sitework business serving multiple southeastern states.

Texas Acquisition

On August 1, 2025, the Company acquired all the outstanding capital stock of Durwood Greene Construction Co.

and G&S Asphalt, Inc.

d/b/a American Materials, Inc.

(collectively, "Durwood Greene"), an asphalt manufacturing and construction business headquartered in Stafford, Texas, for $ 200.0 million, which was paid from available cash on hand and a draw from the Revolving Credit Facility.

The transaction expanded the Company’s operations in Texas, adding three HMA plants and related crews and equipment serving the Houston, Texas metropolitan area.

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.

Issuance of Equity Awards

In connection with the PRI acquisition, the Company issued awards under the Equity Incentive Plan to certain key former employees of PRI of East Tennessee, Inc.

and Pavement Restorations, Inc.

who became employees of the Company consisting of 60,000 shares of restricted Class A common stock having an aggregate grant date fair value of $ 5.2 million.

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