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Construction Partners, Inc.

For the period ended Mar 31, 2026. Filed May 8, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 8, 2026

ROAD$77.18-0.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-12-31; filed 2026-02-09.

0001628280-26-006228

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-08.

0001628280-26-032643

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 77 previous paragraphs and 90 current paragraphs.

42 unchanged; 34 reworded; 7 added; 1 removed; 0 previous and 7 current paragraphs rearranged.

Tables are not compared: 5 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (7)

Current report

On April 1, 2026, we acquired substantially all of the assets of Four Star Paving, LLC (“Four Star”), a commercial paving contractor in the Nashville, Tennessee metro area. The transaction added construction crews and equipment, expanding the Company’s operations in middle Tennessee. For further discussion regarding this transaction, see Note 20 - Subsequent Events to the unaudited consolidated financial statements included elsewhere in this report.

Current report

Significant or sustained increases in the prices of petroleum-based products and fuels, including liquid asphalt, diesel fuel and natural gas, could adversely affect our profitability to the extent such cost increases are not offset through contract price adjustment provisions, operational efficiencies, fuel hedging activities, or timely increases in pricing to customers. Although many of our public infrastructure contracts contain escalation clauses designed to mitigate the impact of commodity price volatility, there can be no assurance that such mechanisms will fully compensate for increased fuel costs or that similar protections will be available in private contracts. Prolonged fuel price volatility may also negatively impact demand, project timing, equipment operating costs and overall margins.

Current report

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.

Current report

Net Income. 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.

Current report

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

Current report

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.

Current report

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. 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.”
Removed paragraphs (1)

Previous report

In addition to the items set forth in the table above, in connection with the Lone Star Acquisition, we entered into a conditional purchase agreement pursuant to which we agreed to purchase from the sellers of Lone Star Paving, upon the receipt of certain permits and governmental entitlements, an entity that owns certain real property located in central Texas for aggregate consideration of $30.0 million. As of December 31, 2025, the purchase agreement and the conditional purchase obligations thereunder had expired.
Reworded paragraphs (34)

Previous wording

At December 31, 2025, our contract backlog was $3.1 billion. Contract backlog is a financial measure that reflects the dollar value of work that the Company expects to perform in the future. We include a construction project in our contract backlog at the time it is awarded and to the extent we believe funding is probable. Our backlog consists of uncompleted work on contracts in progress and contracts for which we have executed a contract but have not commenced the work. For uncompleted work on contracts in progress, we include (i) executed change orders, (ii) pending change orders for which we expect to receive confirmation in the ordinary course of business and (iii) claims that we have made against our customers for which we have determined we have a legal basis under existing contractual arrangements and as to which we consider collection to be probable. Backlog of uncompleted work on contracts under which work was either in progress or had not yet begun was $2.4 billion at December 31, 2025. Our contract backlog also includes low bid/no contract projects, which consist of (i) public bid projects for which we were the low bidder and no contract has been executed and (ii) private work projects for which we have been notified that we are the low bidder or have been given a notice to proceed, but no contract has been executed. Low bid/no contract backlog was $0.7 billion at December 31, 2025.

Current wording

At March 31, 2026, our contract backlog was $3.1 billion. Contract backlog is a financial measure that reflects the dollar value of work that the Company expects to perform in the future. We include a construction project in our contract backlog at the time it is awarded and to the extent we believe funding is probable. Our backlog consists of uncompleted work on contracts in progress and contracts for which we have executed a contract but have not commenced the work. 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. 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.

Previous wording

On January 30, 2026, we acquired substantially all of the assets of GMJ Paving Company, LLC , an asphalt manufacturing and construction business in the Houston, Texas metro area. The transaction added an HMA plant in Baytown, Texas and related crews and equipment, expanding the Company’s operations in southeastern Texas. For further discussion regarding this transaction, see Note 20 - Subsequent Events to the unaudited consolidated financial statements included elsewhere in this report.

Current wording

On January 30, 2026, we acquired substantially all of the assets of GMJ Paving Company, LLC , an asphalt manufacturing and construction business in the Houston, Texas metro area. The transaction added an HMA plant in Baytown, Texas and related crews and equipment, expanding the Company’s operations in southeastern Texas. For further discussion regarding this transaction, see Note 4 - Business Acquisitions to the unaudited consolidated financial statements included elsewhere in this report.

Previous wording

Gross profit represents revenues less cost of revenues. Cost of revenues consists of all direct and indirect costs associated with construction contracts, including raw materials, labor, equipment costs, depreciation, lease expenses, subcontract costs and other expenses at our HMA plants, aggregates mining facilities and liquid asphalt cement terminal. Our cost of revenues is directly affected by fluctuations in commodity prices, primarily liquid asphalt and diesel fuel. From time to time, when appropriate, we limit our exposure to changes in commodity prices by entering into forward purchase commitments. In addition, our public infrastructure contracts often provide for price adjustments based on fluctuations in certain commodity-related product costs. These price adjustment provisions are in place for most of our public infrastructure contracts, and we seek to include similar provisions in our private contracts.

Current wording

Gross profit represents revenues less cost of revenues. Cost of revenues consists of all direct and indirect costs associated with construction contracts, including raw materials, labor, equipment costs, depreciation, lease expenses, subcontract costs and other expenses at our HMA plants, aggregates mining facilities and liquid asphalt cement terminals. Our cost of revenues is directly affected by fluctuations in commodity prices, primarily liquid asphalt, diesel fuel and natural gas. From time to time, when appropriate, we limit our exposure to changes in commodity prices by entering into forward purchase commitments. In addition, our public infrastructure contracts often provide for price adjustments based on fluctuations in certain commodity-related product costs. These price adjustment provisions are in place for most of our public infrastructure contracts, and we seek to include similar provisions in our private contracts.

Previous wording

The following table presents a reconciliation of net income (loss), the most directly comparable measure calculated in accordance with GAAP, to Adjusted EBITDA and the calculation of Adjusted EBITDA margin for the periods presented (unaudited, in thousands, except percentages):

Current wording

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):

Previous wording

The following table presents a reconciliation of net income (loss), the most directly comparable measure calculated in accordance with GAAP, to Adjusted net income for the periods presented (in thousands):

Current wording

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):

Previous wording

Revenues. Revenues for the three months ended December 31, 2025 increased $247.9 million, or 44.1%, to $809.5 million from $561.6 million for the three months ended December 31, 2024. The increase included $228.2 million of revenues attributable to acquisitions completed during or subsequent to the three months ended December 31, 2024 and $19.7 million of revenues in our existing markets from contract work and sales of HMA and aggregates to third parties. The 3.5% increase in revenues in our existing markets was due to strong demand in both public and private work.

Current wording

Revenues. Revenues for the three months ended March 31, 2026 increased $197.5 million, or 34.6%, to $769.2 million from $571.7 million for the three months ended March 31, 2025. The increase included $134.8 million of revenues attributable to acquisitions completed during or subsequent to the three months ended March 31, 2025 and $62.7 million of revenues in our existing markets from contract work and sales of HMA and aggregates to third parties. The 11.0% increase in revenues in our existing markets was due to strong demand in both public and private work.

Previous wording

Gross Profit. Gross profit for the three months ended December 31, 2025 increased $44.9 million, or 58.7%, to $121.5 million from $76.6 million for the three months ended December 31, 2024. The increase in gross profit was primarily the result of the 44.1% increase in revenues for the three months ended December 31, 2025 compared to the three months ended December 31, 2024 and a higher gross profit margin. The higher gross profit margin was due to efficient utilization of our plants, terminals and equipment fleet.

Current wording

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.

Previous wording

General and Administrative Expenses. General and administrative expenses for the three months ended December 31, 2025 increased $17.2 million, or 38.9%, to $61.5 million from $44.3 million for the three months ended December 31, 2024. The increase was attributable to general and administrative expenses associated with the operations of businesses acquired during or subsequent to December 31, 2024 and an increase in share-based compensation expense.

Current wording

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.

Previous wording

Gain on Sale of Property, Plant and Equipment. Gain on sale of property, plant and equipment for the three months ended December 31, 2025 increased $1.0 million, or 93.3%, to $2.0 million from $1.0 million for the three months ended December 31, 2024. The increase was primarily the result of higher disposals of equipment and components during the three months ended December 31, 2025.

Current wording

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.

Previous wording

Provision for Income Taxes. Our effective tax rate increased to 24.5% for the three months ended December 31, 2025, from 21.8% for the three months ended December 31, 2024. Our higher effective tax rate during the three months ended December 31, 2025 was due to differences in state tax rates at our operating subsidiaries.

Current wording

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.

Previous wording

Adjusted Net Income. Adjusted net income increased $13.1 million, or 99.0%, to $26.4 million for the three months ended December 31, 2025, compared to $13.3 million for the three months ended December 31, 2024. The increase in Adjusted net income was primarily a result of higher gross profit, partially offset by an increase in general and administrative expenses, interest expense under the Term Loan B and additional borrowings under our Term Loan A / Revolver Credit Agreement and provision for income taxes, all as described above. 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.”

Current wording

Adjusted Net Income. Adjusted net income increased $6.0 million to $10.4 million for the three months ended March 31, 2026, compared to $4.4 million for the three months ended March 31, 2025. The increase in Adjusted net income was primarily a result of higher gross profit and gain on sale of property, plant and equipment, partially offset by an increase in general and administrative expenses, acquisition-related expenses, interest expense and provision for income taxes, all as described above. For a description of Adjusted net income, as well as a reconciliation of Adjusted net income to net income, see above under the heading “How We Assess Performance of Our Business — Other Key Performance Indicators — Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income.”

Previous wording

Acquisition-related expenses. Acquisition-related expenses for the three months ended December 31, 2025 decreased $7.9 million to $11.6 million from $19.5 million for the three months ended December 31, 2024. The decrease was primarily due to lower transformative acquisition expenses during the three months ended December 31, 2025.

Current wording

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.

Previous wording

Interest Expense, Net. Interest expense, net for the three months ended December 31, 2025 increased $9.3 million, or 51.0%, to $27.4 million compared to $18.1 million for the three months ended December 31, 2024. 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.

Current wording

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.

Previous wording

Net Income (Loss). Net income increased $20.3 million, or 663.9%, to $17.2 million for the three months ended December 31, 2025, compared to net loss of $3.1 million for the three months ended December 31, 2024. The increase in net income was primarily a result of higher gross profit and decrease in acquisition-related expenses, partially offset by an increase in general and administrative expenses, interest expense and provision for income taxes, all as described above.

Current wording

Net Income. 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.

Previous wording

Adjusted EBITDA and Adjusted EBITDA Margin. Adjusted EBITDA and Adjusted EBITDA margin were $112.2 million and 13.9%, respectively, for the three months ended December 31, 2025, compared to $68.8 million and 12.3%, respectively, for the three months ended December 31, 2024. The increase in Adjusted EBITDA and Adjusted EBITDA margin resulted from a $20.3 million increase in net income as described above, a $13.8 million increase in depreciation, depletion, accretion and amortization, a $9.2 million increase in interest expense, net, and a $0.8 million increase in share-based compensation expense, offset by a decrease of $7.2 million in transformative acquisition expenses. For a description of Adjusted EBITDA and Adjusted EBITDA margin, as well as a reconciliation of Adjusted EBITDA to net income, see above under the heading “How We Assess Performance of Our Business — Other Key Performance Indicators — Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income.”

Current wording

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. 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.”

Previous wording

During the three months ended December 31, 2025, cash provided by operating activities, net of acquisitions, was $82.6 million, primarily as a result of:

Current wording

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:

Previous wording

•net income of $17.2 million, including $45.0 million of depreciation, depletion, accretion and amortization and $14.9 million of share-based compensation expense, $2.0 million of gain on sale of property, plant and equipment, and $0.8 million of deferred income tax benefit;

Current wording

•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;

Previous wording

•a decrease in contracts receivable including retainage, net of $127.0 million due to normal fluctuations resulting from the timing of processing transactions in our accounts receivable cycle;

Current wording

•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;

Previous wording

•an increase in inventories of $3.3 million due to increased inventories from acquisitions, growth in existing markets, higher inventory costs and normal fluctuations in our inventory cycle;

Current wording

•an increase in inventories of $9.8 million due to increased inventories from acquisitions, growth in existing markets, higher inventory costs and normal fluctuations in our inventory cycle;

Previous wording

•a decrease in accounts payable and accrued expenses and other current liabilities of $93.6 million due to the timing of processing transactions in our accounts payable cycle; and

Current wording

•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; and

Previous wording

•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 $3.7 million due to the timing of performing and closing projects.

Current wording

•a net decrease in the difference between costs and estimated earnings in excess of billings on uncompleted contracts and billings in excess of costs and estimated earnings on uncompleted contracts of $17.8 million due to the timing of performing and closing projects.

Previous wording

During the three months ended December 31, 2024, cash provided by operating activities, net of acquisitions, was $40.7 million, primarily as a result of:

Current wording

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:

Previous wording

•net loss of $3.1 million, including $31.2 million of depreciation, depletion, accretion and amortization and $14.4 million of share-based compensation expense, $1.1 million of gain on sale of property, plant and equipment, and $1.4 million of deferred income tax benefit;

Current wording

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

Previous wording

•a decrease in contracts receivable including retainage, net of $62.6 million due to normal fluctuations resulting from the timing of processing transactions in our accounts receivable cycle;

Current wording

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

Previous wording

•an increase in inventories of $10.4 million due to increased inventories from acquisitions, growth in existing markets, higher inventory costs and normal fluctuations in our inventory cycle;

Current wording

•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;

Previous wording

•a decrease in accounts payable and accrued expenses and other current liabilities of $54.0 million due to the timing of processing transactions in our accounts payable cycle; and

Current wording

•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; and

Previous wording

•a net increase in the difference between costs and estimated earnings in excess of billings on uncompleted contracts and billings in excess of costs and estimated earnings on uncompleted contracts of $0.5 million due to the timing of performing and closing projects.

Current wording

•a net decrease in the difference between costs and estimated earnings in excess of billings on uncompleted contracts and billings in excess of costs and estimated earnings on uncompleted contracts of $9.7 million due to the timing of performing and closing projects.

Previous wording

During the three months ended December 31, 2025, cash used in investing activities was $242.9 million, of which $215.1 million related to acquisitions completed or finalized in the period, $35.5 million was invested in property, plant and equipment and $1.5 million was used to purchase restricted investments, partially offset by $5.5 million of proceeds from the sale of property, plant and equipment and $3.7 million of proceeds from the sale of restricted investments.

Current wording

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.

Previous wording

During the three months ended December 31, 2024, cash used in investing activities was $679.0 million, of which $654.2 million related to acquisitions completed in the period, $26.8 million was invested in property, plant and equipment and $2.3 million was used to purchase restricted investments, partially offset by $1.8 million of proceeds from the sale of property, plant and equipment and $2.4 million of proceeds from the sale of restricted investments.

Current wording

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.

Previous wording

During the three months ended December 31, 2025, cash provided by financing activities was $105.5 million. We received $140.0 million of net proceeds from our Revolving Credit Facility, which were used for acquisitions completed in the period. This cash flow was partially offset by $9.6 million of principal payments on long-term debt, $22.4 million for the purchase of treasury stock and $2.5 million for settlement of performance share awards.

Current wording

During the six months ended March 31, 2026, cash provided by financing activities was $107.3 million. We received $185.0 million of net proceeds from our Revolving Credit Facility, which were used for acquisitions completed in the period. This cash flow was partially offset by $49.3 million of principal payments on long-term debt, $26.0 million for the purchase of treasury stock and $2.5 million for settlement of performance share awards.

Previous wording

During the three months ended December 31, 2024, cash provided by financing activities was $694.8 million. We received $835.0 million of net proceeds from our Term Loan B, which were primarily used for the Lone Star Acquisition completed in the period. This cash flow was partially offset by $128.2 million of principal payments on long-term debt and $12.1 million for the purchase of treasury stock.

Current wording

During the six months ended March 31, 2025, cash provided by financing activities was $823.8 million. We received $835.0 million of net proceeds from our Term Loan B, which were primarily used for the Lone Star Acquisition completed in the period, and $145.0 million of net proceeds from our Revolving Credit Facility, which were primarily used for other acquisitions completed during the period. This cash flow was partially offset by $135.6 million of principal payments on long-term debt and purchase of treasury stock of $20.1 million.

Previous wording

During the three months ended December 31, 2025 and 2024, our capital expenditures were approximately $35.5 million and $26.8 million, respectively. Our capital expenditures are typically made during the fiscal year in which they are approved. At December 31, 2025, our commitments for capital expenditures were not material to our financial condition or results of operations on a consolidated basis. For fiscal 2026, we expect total capital expenditures to be approximately $165.0 million to $185.0 million, including for both maintenance and growth. Our capital expenditure budget is an estimate and is subject to change.

Current wording

During the six months ended March 31, 2026 and 2025, our capital expenditures were approximately $81.7 million and $68.2 million, respectively. Our capital expenditures are typically made during the fiscal year in which they are approved. At March 31, 2026, our commitments for capital expenditures were not material to our financial condition or results of operations on a consolidated basis. For fiscal 2026, we expect total capital expenditures to be approximately $165.0 million to $185.0 million. Our capital expenditure budget is an estimate and is subject to change.

Previous wording

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. Furthermore, on April 12, 2024, we announced that our Board of Directors authorized a stock repurchase program under which up to $40 million is available to purchase shares of our outstanding Class A common stock through March 5, 2026. We intend to utilize the stock repurchase program to minimize the dilutive impact of awards granted under our equity incentive plans and to repurchase shares opportunistically. 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. The stock repurchase program does not obligate the Company to repurchase any shares of Class A common stock, and the stock repurchase program may be modified, suspended, extended or terminated at any time by our Board of Directors. The actual timing, number and value of shares of Class A common stock repurchased will be determined by a committee of the Board of Directors at its discretion and will depend on a number of factors, including the market price of the Class A common stock, capital allocation alternatives, general market and economic conditions and other corporate considerations. During the three months ended December 31, 2024, the Company did not purchase any Class A common stock through our stock repurchase program.

Current wording

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. Furthermore, on March 2, 2026, we announced that our Board of Directors authorized a new stock repurchase program under which up to $50 million is available to purchase shares of our outstanding Class A common stock through September 30, 2028. The new stock repurchase program replaced the previous stock repurchase program, which expired on March 5, 2026.We intend to utilize the stock repurchase program to minimize the dilutive impact of awards granted under our equity incentive plans and to repurchase shares opportunistically. Shares of Class A common stock may be repurchased from time to time in open market transactions at prevailing market prices, in privately negotiated transactions or by other means in accordance with federal securities laws, including Rule 10b5-1 plans. The stock repurchase program does not obligate the Company to repurchase any shares of Class A common stock, and the stock repurchase program may be modified, suspended, extended or terminated at any time by our Board of Directors. 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.

Previous wording

As of December 31, 2025, we had aggregate letters of credit outstanding in the amount of $6.6 million, future purchase commitments of diesel fuel of $0.9 million and $3.6 million of minimum royalty payments related to aggregates facilities. 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. See Note 17 - Commitments to our unaudited consolidated financial statements included elsewhere in this report for additional information.

Current wording

As of March 31, 2026, we had aggregate letters of credit outstanding in the amount of $4.8 million, future purchase commitments of diesel fuel and natural gas of $4.5 million, and $3.5 million of minimum royalty payments related to aggregates facilities. Other than the letters of credit, future purchase commitments and minimum royalty payments, we do not currently have any off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on our financial condition, changes in our financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources. See Note 17 - Commitments to our unaudited consolidated financial statements included elsewhere in this report for additional information.
Rearranged current paragraphs (7)

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

Adjusted EBITDA and Adjusted EBITDA Margin. Adjusted EBITDA and Adjusted EBITDA margin were $93.3 million and 12.1%, respectively, for the three months ended March 31, 2026, compared to $69.3 million and 12.1%, respectively, for the three months ended March 31, 2025. The increase in Adjusted EBITDA and Adjusted EBITDA margin resulted from a $5.0 million increase in net income as described above, a $9.0 million increase in depreciation, depletion, accretion and amortization, a $4.0 million increase in interest expense, net, and a $3.1 million increase in share-based compensation expense. For a description of Adjusted EBITDA and Adjusted EBITDA margin, as well as a reconciliation of Adjusted EBITDA to net income and the calculation of Adjusted EBITDA margin, see above under the heading “How We Assess Performance of Our Business — Other Key Performance Indicators — Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income.”

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

Revenues. Revenues for the six months ended March 31, 2026 increased $445.4 million, or 39.3%, to $1.6 billion from $1.1 billion for the six months ended March 31, 2025. The increase included $363.0 million of revenues attributable to acquisitions completed during or subsequent to the six months ended March 31, 2025 and $82.4 million of revenues attributable to our existing markets from contract work and sales of HMA and aggregates to third parties. The 7.3% increase in revenues in our existing markets was due to strong demand in both public and private work.

Current report — wording carried from elsewhere

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. The higher gross profit margin was due to efficient utilization of our plants, terminals and equipment fleet.

Current report — wording carried from elsewhere

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. 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.

Current report — wording carried from elsewhere

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.