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What changed in Construction Partners, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Construction Partners, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+217 added−275 removedSource: 10-K (2025-11-25) vs 10-K (2024-11-25)

Top changes in Construction Partners, Inc.'s 2025 10-K

217 paragraphs added · 275 removed · 177 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

41 edited+9 added−21 removed56 unchanged
Biggest changeIn May 2024, we and certain of our wholly owned subsidiaries entered into a Third Amendment to our Third Amended and Restated Credit Agreement with PNC Bank, National Association, as administrative agent, and certain other lenders party from time to time thereto (as amended from time to time, the “Term Loan A / Revolver Credit Agreement”) to, among other things, (i) increase the aggregate commitments under the revolving credit facility from $325.0 million to $400.0 million, (ii) reallocate $125.0 million of borrowings previously outstanding under the revolving credit facility to our term loan, (iii) add three new banks to our lender syndicate, (iv) provide for an additional incremental credit facility of up to $200.0 million and (v) update certain affirmative and negative covenants thereunder.
Biggest changeIn June 2025, we entered into an amendment to our Third Amended and Restated Credit Agreement with PNC Bank, National Association, as administrative agent and lender, and certain other lenders party thereto (the “Term Loan A / Revolver Credit Agreement”) to, among other things, (i) increase the existing revolving credit facility thereunder from $400.0 million to $500.0 million (the “Revolving Credit Facility”), (ii) increase the existing term loan thereunder from $400.0 million to $600.0 million, and (iii) extend the maturity date for all outstanding borrowings thereunder to June 28, 2030.
Such federal laws include, but are not limited to, (i) the Federal Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, the Pollution Prevention Act and the Comprehensive Environmental Response, Compensation and Liability Act, governing solid and hazardous waste management, (ii) the Clean Air Act, the Clean Water Act and the Safe Drinking Water Act, protecting air and water resources, and (iii) the Emergency Planning and Community Right-to-Know Act and Toxic Substances Control Act, governing the management of hazardous materials, (iv) the federal Mine Safety and Health Act of 1977, requiring certain disclosures of mining-related health and safety violations, orders, citations, assessments, legal actions, and mining-related fatalities, and (v) the Occupational Safety and Health Act, governing working conditions for workers, in addition to analogous state laws.
Such federal laws include, but are not limited to, (i) the Federal Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, the Pollution Prevention Act and the Comprehensive Environmental Response, Compensation and Liability Act, governing solid and hazardous waste management, (ii) the Clean Air Act, the Clean Water Act and the Safe Drinking Water Act, protecting air and water resources, (iii) the Emergency Planning and Community Right-to-Know Act and Toxic Substances Control Act, governing the management of hazardous materials, (iv) the Mine Safety and Health Act of 1977, requiring certain disclosures of mining-related health and safety violations, orders, citations, assessments, legal actions, and mining-related fatalities, and (v) the Occupational Safety and Health Act, governing working conditions for workers, in addition to analogous state laws.
Nonetheless, we continue to face competition for experienced workers in all of our markets. We place a great emphasis on the safety of the public, our customers and our employees. To that end, we conduct extensive safety training programs, which have allowed us to maintain a high safety level at our worksites.
Nonetheless, we continue to face competition for experienced workers in all of our markets. We place great emphasis on the safety of the public, our customers and our employees. To that end, we conduct extensive safety training programs, which have allowed us to maintain a high safety level at our worksites.
Asphalt paving mix is the most common roadway material used today due to its cost effectiveness, durability and reusability, and minimized traffic disruption during paving, as compared to concrete. Recent growth in our industry has been driven by federal, state and local Department of Transportation (“DOT”) budgets, which annually earmark amounts for transportation and infrastructure spending.
Asphalt paving mix is the most common roadway material used today due to its cost effectiveness, durability and reusability, and minimized traffic disruption during paving, as compared to concrete. Recent growth in our industry has been driven by federal, state, county and local Department of Transportation (“DOT”) budgets, which annually earmark amounts for transportation and infrastructure spending.
Projects and Customers We provide construction products and services to both public and private infrastructure projects, with an emphasis on highways, roads, bridges, airports, and commercial and residential sites throughout the Sunbelt in Alabama, Florida, Georgia, North Carolina, South Carolina, Tennessee and Texas.
Projects and Customers We provide construction products and services to both public and private infrastructure projects, with an emphasis on highways, roads, bridges, airports, and commercial and residential sites throughout the Sunbelt in Alabama, Florida, Georgia, North Carolina, Oklahoma South Carolina, Tennessee and Texas.
In addition, certain states within our markets have recently approved legislation that supports funding for construction of local road, bridge and transit projects. The non-discretionary nature of highway and road construction services and materials supports stable and consistent industry funding.
In addition, certain states within our markets have approved legislation that supports funding for construction of local road, bridge and transit projects. The non-discretionary nature of highway and road construction services and materials supports stable and consistent industry funding.
To ensure the completeness and accuracy of our original bid analysis, the bid preparation for potential projects typically involves three phases. • Phase One : We review the plans and specifications of the project so that we can identify (i) the various types of work involved and related estimated materials, (ii) the contract duration and schedule, and (iii) any unique aspects or significant risk factors of the project. • Phase Two : We estimate the cost and availability of labor, materials and equipment, subcontractors and the project team required to complete the contract in accordance with the plans, specifications and construction schedule.
To ensure the completeness and accuracy of our original bid analysis, the bid preparation for a potential project typically involves three phases. • Phase One : We review the plans and specifications of the project so that we can identify (i) the various types of work involved and related estimated materials, (ii) the contract duration and schedule, and (iii) any unique aspects or significant risk factors of the project. • Phase Two : We estimate the cost and availability of labor, materials and equipment, subcontractors and the project team required to complete the contract in accordance with the plans, specifications and construction schedule.
Item 1. Business Overview We are a civil infrastructure company that specializes in the construction and maintenance of roadways across Alabama, Florida, Georgia, North Carolina, South Carolina, Tennessee and Texas.
Item 1. Business Overview We are a civil infrastructure company that specializes in the construction and maintenance of roadways across Alabama, Florida, Georgia, North Carolina, Oklahoma, South Carolina, Tennessee and Texas.
These laws and regulations impose numerous obligations and limitations on our operations, including: • zoning and other requirements to obtain a permit or other approval before conducting regulated activities; • restrictions on the types, quantities and concentration of materials that can be released into the environment; • limitation or prohibition of activities on certain lands lying within wilderness, wetlands, and other protected areas; • obligations to restore or reclaim former mining areas; • requirements to comply with specific health and safety criteria addressing worker protection; and • the imposition of substantial liabilities for pollution resulting from our operations.
These laws and regulations impose numerous obligations and limitations on our operations, including: • zoning and other requirements to obtain a permit or other approval before conducting regulated activities; • restrictions on the types, quantities and concentration of materials that can be released into the environment; • limitation or prohibition of activities on certain lands lying within wilderness, wetlands, and other protected areas; 6 Table of Contents • obligations to restore or reclaim former mining areas; • requirements to comply with specific health and safety criteria addressing worker protection; and • the imposition of substantial liabilities for pollution resulting from our operations.
We may be required to remediate contaminated properties currently or formerly owned or operated by us or at which we have disposed of materials, regardless of whether such contamination resulted from the conduct of others or from the consequences of our 7 Table of Contents own actions that complied with applicable laws at the time those actions were taken.
We may be required to remediate contaminated properties currently or formerly owned or operated by us or at which we have disposed of materials, regardless of whether such contamination resulted from the conduct of others or from the consequences of our own actions that complied with applicable laws at the time those actions were taken.
Factors influencing our competitiveness include price, estimating abilities, knowledge of local markets and conditions, project management, financial strength, reputation for quality, aggregate materials 6 Table of Contents availability and machinery and equipment. We believe that we are well-positioned to compete effectively in the markets in which we operate.
Factors influencing our competitiveness include price, estimating abilities, knowledge of local markets and conditions, project management, financial strength, reputation for quality, aggregate materials availability and machinery and equipment. We believe that we are well-positioned to compete effectively in the markets in which we operate.
As used in this report, the terms “Company,” “we,” “our” and “us” refer to Construction Partners, Inc. and its subsidiaries, except when the context requires that those terms mean only the parent company or a particular subsidiary. Recent Developments • ROAD-Map 2027.
As used in this report, the terms “Company,” “we,” “our” and “us” refer to Construction Partners, Inc. and its subsidiaries, except when the context requires that those terms mean only the parent company or a particular subsidiary. Recent Developments • ROAD 2030.
The Inflation Reduction Act of 2022 (the “Inflation Reduction Act”) provides funding for numerous projects and initiatives relevant to the surface transportation industry, including grants for safety and environmental improvements, incentives for the use of construction materials and products with lower levels of embodied greenhouse gas emissions, and streamlined environmental review processes for proposed projects.
In addition, the Inflation Reduction Act of 2022 (the “Inflation Reduction Act”) provided funding for numerous projects and initiatives relevant to the surface transportation industry, including grants for safety and environmental improvements, incentives for the use of construction materials and products with lower levels of embodied greenhouse gas emissions, and streamlined environmental review processes for proposed projects.
Most of our contracts with governmental agencies provide for termination at the convenience of the customer, with requirements to pay us for work performed through the date of termination. The termination of a government contract for the convenience of the customer 5 Table of Contents is an extremely rare occurrence.
Most of our contracts with governmental agencies provide for termination at the convenience of the customer, with requirements to pay us for work performed through the date of termination. The termination of a government contract for the convenience of the customer is an extremely rare occurrence.
Certain environmental laws impose strict liability (i.e., no showing of “fault” is required) as well as joint and several liability for costs required to remediate and restore sites where hazardous substances, hydrocarbons or solid wastes have been disposed, stored or released.
Certain environmental laws impose strict liability (i.e., no showing of “fault” is required) as well as joint and several liability for costs required to remediate and restore sites where hazardous substances, hydrocarbons or solid wastes have been disposed, stored or released and to compensate for associated damages to natural resources.
In certain instances, citizen groups also have the ability to bring legal proceedings against us if we are not in compliance with environmental laws, or to challenge our ability to receive environmental permits that we need to operate.
In certain instances, citizen groups also have the ability to bring legal proceedings against us if we are not in compliance with environmental laws, or to challenge the issuance of environmental permits that we need to operate.
Moreover, public interest in the protection of the environment has increased dramatically in recent years. The trend of more expansive and stringent environmental legislation and regulations applied to the construction industry could continue, resulting in increased costs of doing business and consequently affecting profitability.
Moreover, public interest in the protection of the environment has increased dramatically in recent years. The trend of more expansive and stringent environmental legislation and regulations, especially at the state and local levels, applied to the construction industry could continue, resulting in increased costs of doing business and consequently affecting profitability.
Backlog of uncompleted work on contracts under which work was either in progress or had not yet begun was $1.5 billion and $1.3 billion at September 30, 2024 and 2023, respectively.
Backlog of uncompleted work on contracts under which work was either in progress or had not yet begun was $2.2 billion and $1.5 billion at September 30, 2025 and 2024, respectively.
In October 2023, we publicly announced “ROAD-Map 2027,” a comprehensive business plan setting forth our strategic initiatives, growth priorities, and business outlook through fiscal year 2027. ROAD-Map 2027 contemplates several revenue and growth goals, including, among others, revenues exceeding $3 billion by the end of fiscal year 2027. • 2024 Fiscal Year Acquisitions.
In October 2025, we publicly announced “ROAD 2030,” a comprehensive business plan setting forth our strategic initiatives, growth priorities, and business outlook through fiscal year 2030. ROAD 2030 contemplates several revenue and growth goals, including, among others, revenues exceeding $6 billion by the end of fiscal year 2030. • 2025 Fiscal Year Acquisitions.
Low bid/no contract backlog was $0.5 billion and $0.3 billion at September 30, 2024 and 2023, respectively. At September 30, 2024, we expected approximately 76% of our contract backlog to be completed during the next 12 months.
Low bid/no contract backlog was $0.8 billion and $0.5 billion at September 30, 2025 and 2024, respectively. At September 30, 2025, we expected approximately 78% of our contract backlog to be completed during the next 12 months.
Publicly funded projects and third-party sales accounted for approximately 63%, and privately funded projects and third-party sales accounted for approximately 37%, of our fiscal 2024 revenues. Our public customers include federal agencies, state DOTs and local municipalities. Our private clients include commercial and residential developers and businesses. Our largest customers are state DOTs.
Publicly funded projects and third-party sales accounted for approximately 65%, and privately funded projects and third-party sales accounted for approximately 35%, of our fiscal 2025 revenues. Our public customers include federal agencies, state DOTs and local municipalities. Our private customers include commercial and residential developers and businesses. Our largest customers are state DOTs.
Many projects are added to our contract backlog and completed within the same fiscal year and therefore may not be reflected in our beginning or year-end contract backlog. Contract backlog does not include external sales of HMA, aggregates, and liquid asphalt cement.
Historically, we have not experienced material amounts of contract cancellations or modifications. Many projects are added to our contract backlog and completed within the same fiscal year and therefore may not be reflected in our beginning or year-end contract backlog. Contract backlog does not include external sales of HMA, aggregates, and liquid asphalt cement.
We believe that we have strong relationships with our employees. Our business depends on a readily available supply of management, supervisory and field personnel. Attracting, training and retaining key personnel has been and will remain critical to our success.
We are not subject to any collective bargaining agreements with respect to any of our employees and believe that our relationships with our employees are strong. Our business depends on a readily available supply of management, supervisory and field personnel. Attracting, training and retaining key personnel has been and will remain critical to our success.
Awarded contracts that include unexercised contract options and unissued task orders are included in contract backlog to the extent that the exercise of such options or the issuance of such task orders is probable.
Awarded contracts that include unexercised contract options and unissued task orders are included in contract backlog to the extent that the exercise of such options or the issuance of such task orders is probable. 5 Table of Contents Substantially all of the contracts in our contract backlog, as well as unexercised contract options and unissued task orders, may be canceled or modified at the election of the customer.
We generally 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 generally consists of uncompleted work on contracts in progress and contracts for which we have executed a contract but have not commenced the work.
Our backlog generally consists of uncompleted work on contracts in progress and projects for which we have executed a contract but have not commenced the work.
The total transaction consideration for these acquisitions was approximately $231.7 million. For further discussion regarding these transactions, see Note 4 - Business Acquisitions to the consolidated financial statements included elsewhere in this report. • Lone Star Paving Acquisition .
For further discussion regarding these transactions, see Note 4 - Business Acquisitions to the consolidated financial statements included elsewhere in this report. • Credit Facility Developments.
Our 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. We also occasionally enter into design-build contracts, which generally are performed under fixed total price contracts.
Types of Contracts Our public customer contracts are primarily fixed unit price contracts. Pricing on a fixed unit price contract is typically based on approved quantities. Our 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.
In November 2021, the federal Infrastructure Investment and Jobs Act (the “IIJA”) was signed into law. The IIJA provides for $548 billion in new infrastructure spending over five years through a reauthorization of traditional surface transportation programs and additional funding for highways, bridges and airports, among other things.
Currently, federal funding for infrastructure spending is driven primarily by the Infrastructure Investment and Jobs Act (the “IIJA”), which was signed into law in November 2021. The IIJA reauthorized traditional surface infrastructure funding programs and provided nearly $400 billion in new spending over five years for highways, bridges, airports and other major 3 Table of Contents projects.
In addition, certain operational employees are required to complete a safety course approved by the Occupational Safety and Health Administration (“OSHA”) or the Mine Safety and Health Administration (“MSHA”), as applicable.
In addition, certain operational employees are required to complete a safety course approved by the Occupational Safety and Health Administration (“OSHA”) or the Mine Safety and Health Administration (“MSHA”), as applicable. Moreover, we promote a culture of safety by encouraging employees to immediately correct and report all unsafe conditions. Website Information We maintain a website at www.constructionpartners.net.
For the fiscal year ended September 30, 2024, the Florida DOT accounted for 13.6% of our revenues, and projects performed for all DOTs accounted for 40.7% of our revenues. Other than the Florida DOT, no other customer accounted for more than 10% of our revenues for the fiscal year ended September 30, 2024.
For the fiscal year ended September 30, 2025, projects performed for all DOTs accounted for 43.4% of our revenues. No single customer accounted for more than 10% of our revenues for the fiscal year ended September 30, 2025. Our 25 largest projects accounted for 16.2% of our revenues for the fiscal year ended September 30, 2025.
Employees and Human Capital Resources As of September 30, 2024, we employed 1,325 salaried employees and 3,595 hourly employees. The total number of hourly personnel at a given time is subject to the volume of projects in progress and fluctuates on a seasonal basis.
The total number of hourly personnel at a given time is subject to the volume of projects in progress and fluctuates on a seasonal basis. During fiscal year 2025, the number of hourly employees ranged from 3,595 to 4,773 employees and averaged 4,184 employees.
Contract backlog is a financial measure that generally reflects the dollar value of work that the Company expects to perform in the future. Although contract backlog is not a term recognized under generally accepted accounting principles in the United States (“GAAP”), it is a common measure used in our industry.
Although contract backlog is not a term recognized under generally accepted accounting principles in the United States (“GAAP”), it is a common measure used in our industry. We generally include a construction project in our contract backlog at the time it is awarded and to the extent we believe funding is probable.
To ensure that subcontracting costs used in submitting bids for construction contracts do not change, we obtain firm quotations from our subcontractors before submitting a bid. Also, to mitigate the risk of material price changes, we obtain “not to exceed” quotations from our suppliers, which, for projects of longer duration, usually contain price escalator provisions.
Also, to mitigate the risk of material price changes, we obtain “not to exceed” quotations from our suppliers, which, for projects of longer duration, usually contain price escalator provisions. These quotations typically include quantity guarantees that are tied to our prime contract.
After a contract has been awarded and during the construction phase, we monitor our progress by comparing actual costs incurred and quantities completed to date with budgeted amounts and the project schedule. We review our estimates of total forecasted revenue, cost and expected profit for each contract monthly.
We have no obligation for materials or subcontract services beyond those required to complete the respective contracts that we are awarded for which quotations have been provided. After a contract has been awarded and during the construction phase, we monitor our progress by comparing actual costs incurred and quantities completed to date with budgeted amounts and the project schedule.
We may also become subject to similar liabilities in connection with prior and future acquisitions. We do not believe that liabilities associated with known or potential contamination at any of our facilities will have a material adverse effect on our operations or financial condition.
We do not believe that liabilities associated with known or potential contamination at any of our facilities will have a material adverse effect on our operations or financial condition. 7 Table of Contents Employees and Human Capital Resources As of September 30, 2025, we employed 1,639 salaried employees and 4,773 hourly employees.
The Term Loan B Credit Agreement provides for a senior secured first lien term loan facility in the aggregate principal amount of $850.0 million, which amount was fully drawn on November 1, 2024 (the “Term Loan B”).
In November 2024, we entered into a Term Loan Credit Agreement with Bank of America, N.A., as administrative agent, and the other lenders party thereto, providing for a senior secured first-lien term loan facility in an aggregate principal amount of $850.0 million (the “Term Loan B” and such credit agreement, the “Term Loan B Credit Agreement”).
For further discussion regarding the Term Loan A / Revolver Credit Agreement and the foregoing amendments, see Note 11 - Debt and Note 27 - Subsequent Events to the consolidated financial statements included elsewhere in this report. • Stock Repurchase Program.
For further discussion regarding these agreements and developments, see Note 11 - Debt to the consolidated financial statements included elsewhere in this report. • Acquisitions Subsequent to Fiscal 2025 Year-End.
The remaining loan proceeds were or will be used (i) to repay the Company’s outstanding borrowings under the revolving credit facility provided by the Term Loan A / Revolver Credit Agreement (as defined below), (ii) to pay fees and expenses incurred in connection with the foregoing debt financing transactions and Lone Star Acquisition and (iii) for working capital and other corporate purposes as permitted by the Term Loan B Credit Agreement.
Proceeds from the Term Loan B were used to (i) fund the cash portion of the consideration for our acquisition of Asphalt Inc., LLC (doing business as Lone Star Paving) (“Lone Star Paving”), (ii) repay our outstanding borrowings under our revolving credit facility, and (iii) pay fees and expenses incurred in connection with the related financing transactions and the Lone Star Acquisition.
This profit margin varies according to management’s perception of the degree of difficulty of the contract, the existing competitive climate and the size and makeup of our contract backlog. Throughout this process, we work closely with our project managers so that all issues concerning a contract, including any risks, can be better understood and addressed as appropriate.
This profit margin varies according to management’s perception of the degree of difficulty of the contract, the existing competitive climate and the size and makeup of our contract backlog.
For the majority of our contracts, we receive our final payment when 4 Table of Contents contracts are near completion or fully completed. For some contracts, we are required to furnish a warranty on our construction. These warranties, when required, are usually one year in length, but can extend up to three years according to the owners’ specifications.
These warranties, when required, are usually one year in length, but can extend up to three years according to the owners’ specifications. Historically, warranty claims have not been material to our business.
During the 2024 fiscal year, we completed eight acquisitions across four states, adding to or expanding our operations in Alabama, Georgia, North Carolina and South Carolina. As a result of these acquisitions, we added 11 asphalt plants and a diverse fleet of equipment and vehicles, as well as skilled construction professionals.
During the 2025 fiscal year, we completed five acquisitions across four states, adding to or expanding our operations in Alabama and Tennessee and establishing our presence in Texas and Oklahoma.
Removed
On November 1, 2024, we acquired all of the outstanding membership units of Asphalt, Inc., LLC (doing business as Lone Star Paving) (“Lone Star Paving” and such acquisition, the “Lone Star Acquisition”), a vertically integrated asphalt manufacturing and paving company headquartered in Austin, Texas, with 10 HMA plants, four aggregate facilities, and one liquid asphalt terminal supporting its operations.
Added
As a result of these acquisitions, we added 27 HMA plants, four aggregate facilities, a liquid asphalt terminal, a rail-served aggregates terminal and a diverse fleet of equipment and vehicles, as well as skilled construction professionals. The aggregate transaction consideration for these acquisitions was approximately $1.5 billion.
Removed
The aggregate consideration delivered at the closing of the Lone Star Acquisition consisted of (i) $654.2 million in cash (as adjusted pursuant to the Unit Purchase Agreement, dated as of October 20, 2024, by and among the Company, Lone Star Paving, the selling unit holders party thereto, and John J.
Added
The full amount was drawn on November 1, 2024.
Removed
Wheeler, in his capacity as the selling unit holders’ representative thereunder) and (ii) 3.0 million shares of Class A common stock.
Added
In October 2025, we acquired eight HMA plants and related crews and equipment in the Houston, Texas metro area from affiliates of Vulcan Materials Company, and acquired all of the outstanding equity interests of P&S Paving, LLC, an HMA manufacturing and construction business headquartered in Daytona Beach, Florida, with two HMA plants serving northeast and central Florida.
Removed
In addition, we agreed to (A) 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 (B) 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 by such entity.
Added
The aggregate transaction consideration for these acquisitions was approximately $262.1 million. For more information about these transactions, see Note 27 - Subsequent Events to the consolidated financial statements included elsewhere in this report. We operate in the large and growing highway and road construction industry and specifically within the asphalt paving materials and services segment.
Removed
The cash paid at closing was funded from the proceeds of the Term Loan B (as defined herein). For more information about the Lone Star Acquisition, see Note 27 - Subsequent Events to the consolidated financial statements included elsewhere in this report. • Term Loan B Credit Agreement.
Added
We also occasionally enter into design-build contracts, which generally are performed under fixed total price contracts. For the majority of our contracts, we receive our final payment when contracts are near completion or fully completed. For some contracts, we are required to furnish a warranty on our construction.
Removed
On November 1, 2024, we entered into a Term Loan Credit Agreement with Bank of America, N.A., as administrative agent, BofA Securities, Inc., PNC Capital Markets LLC, Regions Capital Markets, a division of Regions Bank, and TD Securities (USA) LLC, each as joint lead arranger and joint bookrunner, and certain other lenders party thereto (the “Term Loan B Credit Agreement”).
Added
Throughout this process, we work closely 4 Table of Contents with our project managers so that all issues concerning a contract, including any risks, can be better understood and addressed as appropriate. To ensure that subcontracting costs used in submitting bids for construction contracts do not change, we obtain firm quotations from our subcontractors before submitting a bid.
Removed
A portion of the proceeds of the Term Loan B was used to finance the cash portion of the consideration for the Lone Star Acquisition, including the repayment of certain outstanding indebtedness of Lone Star Paving and its subsidiaries at closing.
Added
We review our estimates of total forecasted revenue, cost and expected profit for each contract monthly.
Removed
For more information about the Term Loan B Credit Agreement, see Note 27 - Subsequent Events to the consolidated financial statements included elsewhere in this report. 3 Table of Contents • Credit Agreement Amendments.
Added
Contract Backlog At September 30, 2025, our contract backlog was $3.0 billion, compared to $2.0 billion at September 30, 2024. Contract backlog is a financial measure that generally reflects the dollar value of work that the Company expects to perform in the future.
Removed
Additionally, on October 30, 2024, we entered into a Fourth Amendment to the Term Loan A / Revolver Credit Agreement to, among other things, permit (i) the Lone Star Acquisition, (ii) entry into the Term Loan B Credit Agreement, and (iii) certain liens to be granted to secure the indebtedness incurred under the Term Loan B Credit Agreement on a pari passu basis with the liens securing the Company’s obligations under the Term Loan A / Revolver Credit Agreement.
Added
We may also become subject to similar liabilities in connection with prior and future acquisitions.
Removed
In April 2024, 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 September 30, 2025. We utilize the stock repurchase program to minimize the dilutive impact of awards granted under our equity incentive plans and to repurchase shares opportunistically.
Removed
Shares of our 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.
Removed
The stock repurchase program does not obligate us 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.
Removed
The actual timing, number and value of shares of Class A common stock repurchased are determined by a committee of the board of directors at its discretion and depend on a number of factors, including the market price of our Class A common stock, capital allocation alternatives, general market and economic conditions and other corporate considerations.
Removed
During fiscal 2024, we repurchased a total of 173,741 shares of Class A common stock for an aggregate purchase price of $10.0 million. We operate in the large and growing highway and road construction industry and specifically within the asphalt paving materials and services segment.
Removed
Our 25 largest projects accounted for 15.7% of our revenues for the fiscal year ended September 30, 2024. Types of Contracts Our public customer contracts are primarily fixed unit price contracts. Pricing on a fixed unit price contract is typically based on approved quantities.
Removed
Historically, warranty claims have not been material to our business.
Removed
These quotations typically include quantity guarantees that are tied to our prime contract. We have no obligation for materials or subcontract services beyond those required to complete the respective contracts that we are awarded for which quotations have been provided.
Removed
Disadvantaged business enterprise regulations require us to use our good faith efforts to subcontract a specified portion of contract work done for governmental agencies to certain types of disadvantaged contractors or suppliers. Contract Backlog At September 30, 2024, our contract backlog was $2.0 billion, compared to $1.6 billion at September 30, 2023.
Removed
Substantially all of the contracts in our contract backlog, as well as unexercised contract options and unissued task orders, may be canceled or modified at the election of the customer. Historically, we have not experienced material amounts of contract cancellations or modifications.
Removed
During fiscal year 2024, the number of hourly employees ranged from 3,044 to 3,595 employees and averaged 3,256 employees. As of November 20, 2024, after giving effect to the Lone Star Acquisition, we employed 1,484 salaried employees and 4,218 hourly employees. We are not subject to any collective bargaining agreements with respect to any of our employees.
Removed
Moreover, we promote a culture of safety by encouraging employees to immediately correct and report all unsafe conditions. 8 Table of Contents Website Information We maintain a website at www.constructionpartners.net.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

53 edited+8 added−19 removed201 unchanged
Biggest changeIn addition, a material weakness in the effectiveness of our internal control over financial reporting could result in an increased chance of fraud and the loss of customers, reduce our ability to obtain financing, subject us to investigations by the SEC or other regulatory authorities and require additional expenditures to comply with these requirements, each of which could have a material adverse effect on our business, results of operations and financial condition. 21 Table of Contents Risks Relating to Ownership of Our Class A Common Stock The dual class structure of our common stock has the effect of concentrating voting control with holders of our Class B common stock, which limits the ability of holders of our Class A common stock to influence corporate matters.
Biggest changeRisks Relating to Ownership of Our Class A Common Stock The dual class structure of our common stock has the effect of concentrating voting control with holders of our Class B common stock, which limits the ability of holders of our Class A common stock to influence corporate matters.
We also experienced disruptions from various participants in our supply chains, including subcontractors, materials suppliers and equipment manufacturers, who provide the raw materials, equipment, vehicles, construction supplies and other services we require in order to manufacture HMA and perform our construction projects.
We have also experienced disruptions from various participants in our supply chains, including subcontractors, materials suppliers and equipment manufacturers, who provide the raw materials, equipment, vehicles, construction supplies and other services we require in order to manufacture HMA and perform our construction projects.
Any decline in available funding or access to our cash and liquidity resources, or non-compliance of banking and financial services counterparties with their contractual commitments to us could, among other risks, have material adverse impacts on our ability to meet our operating expenses and other financial needs, could result in breaches of our financial and/or contractual obligations and could have material adverse impacts on our business, financial condition and results of operations. 20 Table of Contents General Risks Force majeure events, such as natural disasters, pandemics and terrorist attacks, and unexpected equipment failures could negatively impact our business, which may affect our financial condition, results of operations or cash flows.
Any decline in available funding or access to our cash and liquidity resources, or non-compliance of banking and financial services counterparties with their contractual commitments to us could, among other risks, have material adverse impacts on our ability to meet our operating expenses and other financial needs, could result in breaches of our financial and/or contractual obligations and could have material adverse impacts on our business, financial condition and results of operations. 19 Table of Contents General Risks Force majeure events, such as natural disasters, pandemics and terrorist attacks, and unexpected equipment failures could negatively impact our business, which may affect our financial condition, results of operations or cash flows.
Factors affecting the successful integration of an acquired business include, but are not limited to, the following: • our responsibility for certain liabilities of an acquired business, whether or not known to us, which could include, among other things, tax liabilities, product and other tort liabilities, breach of contract claims, environmental liabilities, permitting and regulatory compliance issues and liabilities for employment practices; • our ability to retain local managers and key employees who are important to the operations of an acquired business; • the attention required by our senior management and the management of an acquired business for integration efforts, which could decrease the time that they have to service and attract customers; • our ability to effectively utilize new equipment that we acquire; • the implementation of our financial and management information systems, business practices and policies; • our pursuit of multiple acquisition opportunities simultaneously; and • unforeseen expenses, complications and delays, including difficulties in employing sufficient staff and maintaining operational and management oversight.
Factors affecting the successful integration of an acquired business include, but are not limited to, the following: • our responsibility for certain liabilities of an acquired business, whether or not known to us, which could include, among other things, tax liabilities, product and other tort liabilities, breach of contract claims, environmental liabilities, permitting and regulatory compliance issues and liabilities for employment practices; • our ability to retain local managers and key employees who are important to the operations of an acquired business; • the attention required by our senior management and the management of an acquired business for integration efforts, which could decrease the time that they have to service and attract customers; • our ability to effectively utilize new equipment that we acquire; • the implementation of our financial and management information systems, business practices and policies; 11 Table of Contents • our pursuit of multiple acquisition opportunities simultaneously; and • unforeseen expenses, complications and delays, including difficulties in employing sufficient staff and maintaining operational and management oversight.
If our products do not satisfy these requirements and specifications, material claims may arise against us, our reputation could be damaged and, if any such claims are for an uninsured, non-indemnified or product-related matter, then resolution of such claims against us could have a material adverse effect on our financial condition, results of operations or liquidity. 16 Table of Contents We are, and may continue to be, involved in routine litigation and government inquiries in the ordinary course of business.
If our products do not satisfy these requirements and specifications, material claims may arise against us, our reputation could be damaged and, if any such claims are for an uninsured, non-indemnified or product-related matter, then resolution of such claims against us could have a material adverse effect on our financial condition, results of operations or liquidity. 15 Table of Contents We are, and may continue to be, involved in routine litigation and government inquiries in the ordinary course of business.
The costs incurred and profit realized, if any, on our contracts can vary, sometimes substantially, from our original projections due to a variety of factors, including, but not limited to: 10 Table of Contents • the failure to include materials or work in a bid, or the failure to estimate properly the quantities or costs needed to complete a fixed total price contract; • delays caused by weather conditions or otherwise failing to meet scheduled acceptance dates; • contract or project modifications or conditions creating unanticipated costs that are not covered by change orders; • changes in the availability, proximity and costs of materials, including liquid asphalt cement, aggregates and other construction materials, as well as fuel and lubricants for our equipment; • to the extent not covered by contractual cost escalators, variability in, and our inability to predict, the costs of diesel fuel, liquid asphalt and cement; • the availability and skill level of workers; • onsite conditions that differ from those assumed in the original bid; • the failure by our suppliers, subcontractors, designers, engineers or customers to perform their obligations; • fraud, theft or other improper activities by our suppliers, subcontractors, designers, engineers, customers or personnel; • mechanical problems with our machinery or equipment; • citations issued by a government authority, including OSHA or MSHA; • difficulties in obtaining required government permits or approvals; • changes in applicable laws and regulations; • uninsured claims or demands from third parties for alleged damages arising from the design, construction or use and operation of a project of which our work is part; and • public infrastructure customers seeking to impose contractual risk-shifting provisions that result in increased risks to us.
The costs incurred and profit realized, if any, on our contracts can vary, sometimes substantially, from our original projections due to a variety of factors, including, but not limited to: • the failure to include materials or work in a bid, or the failure to estimate properly the quantities or costs needed to complete a fixed total price contract; • delays caused by weather conditions or otherwise failing to meet scheduled acceptance dates; • contract or project modifications or conditions creating unanticipated costs that are not covered by change orders; • costs of remedial measures arising from warranty obligations or failure to satisfy contractual specifications; • changes in the availability, proximity and costs of materials, including liquid asphalt cement, aggregates and other construction materials, as well as fuel and lubricants for our equipment; • to the extent not covered by contractual cost escalators, variability in, and our inability to predict, the costs of diesel fuel, liquid asphalt and cement; • the availability and skill level of workers; • onsite conditions that differ from those assumed in the original bid; • the failure by our suppliers, subcontractors, designers, engineers or customers to perform their obligations; • fraud, theft or other improper activities by our suppliers, subcontractors, designers, engineers, customers or personnel; • mechanical problems with our machinery or equipment; • citations issued by a government authority, including OSHA or MSHA; • difficulties in obtaining required government permits or approvals; • changes in applicable laws and regulations; • uninsured claims or demands from third parties for alleged damages arising from the design, construction or use and operation of a project of which our work is part; and • public infrastructure customers seeking to impose contractual risk-shifting provisions that result in increased risks to us.
Failure to comply with these laws and regulations may result in the assessment of sanctions, including administrative, civil or criminal penalties, compensatory damages, injunctive relief, the imposition of investigatory or remedial obligations, and the issuance of orders limiting or prohibiting some or all of our operations.
Failure to comply with environmental laws and regulations may result in the assessment of sanctions, including administrative, civil or criminal penalties, compensatory damages, injunctive relief, the imposition of investigatory or remedial obligations, and the issuance of orders limiting or prohibiting some or all of our operations.
In addition, any instability in the financial and credit markets could negatively impact our customers’ ability to pay us on a timely basis, or at all, for work on projects already in progress, could cause our customers to delay or cancel construction projects in our contract backlog and could create difficulties for customers to obtain adequate financing to fund new construction projects, including through the issuance of municipal bonds.
In addition, any instability in the financial and credit markets could negatively impact our customers’ ability to pay us on a timely basis, or at all, for work on projects already in 8 Table of Contents progress, could cause our customers to delay or cancel construction projects in our contract backlog and could create difficulties for customers to obtain adequate financing to fund new construction projects, including through the issuance of municipal bonds.
Increasing focus by stakeholders on environmental, social and governance (“ESG”) policies and practices could result in additional costs and could adversely impact our reputation, investor perception, employee retention and willingness of third parties to do business with us.
Increased focus by stakeholders on environmental, social and governance (“ESG”) policies and practices could result in additional costs and could adversely impact our reputation, investor perception, employee retention and willingness of third parties to do business with us.
If we fail to comply with these laws, our operations may be disrupted, and we may be subject to fines or, in extreme cases, criminal sanctions. In addition, many of our customer contracts specifically require compliance with immigration laws, and, in some cases, our customers’ audit compliance with these laws.
If we fail to comply with these laws, our operations may be disrupted, and we may be subject to fines or, in extreme cases, criminal sanctions. In addition, many of our customer contracts specifically require compliance with immigration laws, and, in some cases, our customers audit compliance with these laws.
Any reduction in federal highway funding, particularly in the amounts allocated to states in which we operate, could have a material adverse effect on our results of operations. 9 Table of Contents Each state funds its infrastructure spending from specially allocated amounts collected from various state taxes, typically fuel taxes and vehicle fees, as well as from voter-approved bond programs.
Any reduction in federal highway funding, particularly in the amounts allocated to states in which we operate, could have a material adverse effect on our results of operations. Each state funds its infrastructure spending from specially allocated amounts collected from various state taxes, typically fuel taxes and vehicle fees, as well as from voter-approved bond programs.
The success of our business depends, in part, on our ability to execute on our acquisition strategy, to successfully integrate acquired businesses and to retain key employees of acquired businesses. Since our inception, we have acquired and integrated 48 complementary businesses, which have contributed significantly to our growth.
The success of our business depends, in part, on our ability to execute on our acquisition strategy, to successfully integrate acquired businesses and to retain key employees of acquired businesses. Since our inception, we have acquired and integrated 54 complementary businesses, which have contributed significantly to our growth.
In addition, our results of operations from these acquisitions could, in the future, result in 12 Table of Contents impairment charges for any of our intangible assets, including goodwill or other long-lived assets, particularly if economic conditions worsen unexpectedly. We may lose business to competitors that underbid us and may be unable to compete favorably in our highly competitive industry.
In addition, our results of operations from these acquisitions could, in the future, result in impairment charges for any of our intangible assets, including goodwill or other long-lived assets, particularly if economic conditions worsen unexpectedly. We may lose business to competitors that underbid us and may be unable to compete favorably in our highly competitive industry.
Projects reflected in our contract backlog may be affected by project cancellations, scope adjustments, time extensions or other changes. Such changes may adversely affect the revenues and profit we ultimately realize on these projects. Failure of our subcontractors to perform as expected could have a negative impact on our results.
Projects reflected in our contract backlog may be affected by project cancellations, scope adjustments, time extensions or other changes. Such changes may adversely affect the revenues and profit we ultimately realize on these projects. 14 Table of Contents Failure of our subcontractors to perform as expected could have a negative impact on our results.
Although we have not experienced a material cybersecurity incident or business interruption event to date, an interruption in the business operations of our suppliers and other third parties with which we do business resulting from a cybersecurity attack could indirectly impact our business operations. 13 Table of Contents Design-build contracts subject us to the risk of design errors and omissions.
Although we have not experienced a material cybersecurity incident or business interruption event to date, an interruption in the business operations of our suppliers and other third parties with which we do business resulting from a cybersecurity attack could indirectly impact our business operations. Design-build contracts subject us to the risk of design errors and omissions.
These and other factors may cause us to incur losses, which could have a material adverse effect on our financial condition, results of operations or liquidity. Inflation and supply chain disruptions have resulted, and may continue to result, in increased costs, some of which we may not be able to recoup.
These and other factors may cause us to incur losses, which could have a material adverse effect on our financial condition, results of operations or liquidity. 10 Table of Contents Inflation and supply chain disruptions have resulted, and may continue to result, in increased costs, some of which we may not be able to recoup.
In addition, even if we are able to successfully renew or obtain performance or payment bonds, we may be required to post letters of credit in connection with such bonds, which could negatively affect our liquidity and results of operations. Our business is seasonal and subject to adverse weather and climate conditions, which can adversely impact our business.
In addition, even if we are able to successfully renew or obtain performance or payment bonds, we may be required to post letters of credit, which could negatively affect our liquidity and results of operations. Our business is seasonal and subject to adverse weather and climate conditions, which can adversely impact our business.
As our employees are located in a number of states, compliance with these evolving federal, state 18 Table of Contents and local laws and regulations could substantially increase our cost of doing business.
As our employees are located in a number of states, compliance with these evolving federal, state 17 Table of Contents and local laws and regulations could substantially increase our cost of doing business.
Alternatively, if a court were to 23 Table of Contents find these provisions inapplicable to, or unenforceable in respect of, one or more covered proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.
Alternatively, if a court were to find these provisions inapplicable to, or unenforceable in respect of, one or more covered proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.
Climate change could also lead to disruptions in our supply chain, thereby impairing our production capabilities, or the distribution of our products due to major storm events or prolonged adverse conditions, changing temperature levels or flooding from sea level changes, especially in our coastal markets.
Climate change could also lead to disruptions in our supply chain, thereby impairing our production capabilities, or the distribution of our products due to major storm events or prolonged adverse conditions, 16 Table of Contents changing temperature levels or flooding from sea level changes, especially in our coastal markets.
Any one or more of these events could have a material adverse effect on our financial condition, results of operations, cash flow and liquidity. The cancellation of a significant number of contracts, our disqualification from bidding on new contracts and the unpredictable timing of new project opportunities could have a material adverse effect on our business.
Any one or more of these events could have a material adverse effect on our financial condition, results of operations, cash flow and liquidity. 9 Table of Contents The cancellation of a significant number of contracts, our disqualification from bidding on new contracts and the unpredictable timing of new project opportunities could have a material adverse effect on our business.
At September 30, 2024 and 2023, we had $231.7 million and $159.3 million, respectively, of goodwill recorded on our Consolidated Balance Sheets. We assess goodwill for impairment annually or more often if required. Our assessments involve a number of estimates and assumptions that are inherently subjective and require significant judgment regarding highly uncertain matters that are subject to change.
At September 30, 2025 and 2024, we had $943.3 million and $231.7 million, respectively, of goodwill recorded on our Consolidated Balance Sheets. We assess goodwill for impairment annually or more often if required. Our assessments involve a number of estimates and assumptions that are inherently subjective and require significant judgment regarding highly uncertain matters that are subject to change.
If we experience significant inflation or supply chain disruptions going forward, we may be required to implement further price adjustments to maintain our profit margin, and any price increases may have a negative effect on demand. 11 Table of Contents Because our industry is capital-intensive and we have significant fixed and semi-fixed costs, our profitability is sensitive to changes in volume.
If we experience significant inflation or supply chain disruptions going forward, we may be required to implement further price adjustments to maintain our profit margin, and any price increases may have a negative effect on demand. Because our industry is capital-intensive and we have significant fixed and semi-fixed costs, our profitability is sensitive to changes in volume.
Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may make acquiring control of our Company difficult, including: • a dual class common stock structure, which currently provides the SunTx Group and the other holders of our Class B common stock with the ability to control the outcome of matters requiring stockholder approval, so long as they continue to beneficially own a sufficient number of shares of our Class B common stock, even if they own significantly less than 50% of the total number of shares of our outstanding common stock; • a classified board of directors with three-year staggered terms; • provisions regulating the ability of our stockholders to nominate directors for election or to bring matters for action at annual meetings of our stockholders; • limitations on the ability of our stockholders to call a special meeting; • the ability of our board of directors to adopt, amend or repeal bylaws, and the requirement that the affirmative vote of holders representing at least 66 2/3% of the voting power of all outstanding shares of capital stock be obtained for stockholders to amend our amended and restated bylaws; • the requirement that the affirmative vote of holders representing at least 66 2/3% of the voting power of all outstanding shares of capital stock be obtained to remove directors or amend our amended and restated certificate of incorporation; and • the authority of our board of directors to issue and set the terms of preferred stock without the approval of our stockholders.
Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may make acquiring control of our Company difficult, including: • a dual class common stock structure, which currently provides the SunTx Group and the other holders of our Class B common stock with the ability to control the outcome of matters requiring stockholder approval, even if they own significantly less than 50% of the total number of shares of our outstanding common stock; • a classified board of directors with three-year staggered terms; • provisions regulating the ability of our stockholders to nominate directors for election or to bring matters for action at annual meetings of our stockholders; • limitations on the ability of our stockholders to call a special meeting; • the ability of our board of directors to adopt, amend or repeal bylaws, and the requirement that the affirmative vote of holders representing at least 66 2/3% of the voting power of all outstanding shares of capital stock be obtained for stockholders to amend our amended and restated bylaws; 21 Table of Contents • the requirement that the affirmative vote of holders representing at least 66 2/3% of the voting power of all outstanding shares of capital stock be obtained to remove directors or amend our amended and restated certificate of incorporation; and • the authority of our board of directors to issue and set the terms of preferred stock without the approval of our stockholders.
A sustained labor shortage or increased turnover rates within our employee base could lead to increased costs, such as increased overtime to meet demand and increased wage rates to attract and retain employees, and could negatively affect our ability to complete our construction projects according to the required schedule or otherwise efficiently operate our business.
A sustained labor shortage or increased turnover rates within our employee base 13 Table of Contents could lead to increased costs, such as increased overtime to meet demand and increased wage rates to attract and retain employees, and could negatively affect our ability to complete our construction projects according to the required schedule or otherwise efficiently operate our business.
If an event of default occurs, the lenders under the Credit Agreements will be entitled to accelerate amounts due thereunder and take 19 Table of Contents other actions permitted to be taken by a secured creditor, subject to an intercreditor agreement between the administrative agent under each Credit Agreement on behalf of the lenders party to each Credit Agreement.
If an event of default occurs, the lenders under the Credit Agreements will be entitled to accelerate amounts due thereunder and take 18 Table of Contents other actions permitted to be taken by a secured creditor, subject to an inter-creditor agreement between the administrative agent under each Credit Agreement on behalf of the lenders party to each Credit Agreement.
At September 30, 2024, our contract backlog was $2.0 billion, compared to $1.6 billion at September 30, 2023. Our contract backlog generally consists of construction projects for which we either have an executed contract or commitment with a client or have submitted the currently lowest bid. Contract backlog does not include external sales of HMA, aggregates and liquid asphalt cement.
At September 30, 2025, our contract backlog was $3.0 billion, compared to $2.0 billion at September 30, 2024. Our contract backlog generally consists of construction projects for which we either have an executed contract or commitment with a client or have submitted the currently lowest bid. Contract backlog does not include external sales of HMA, aggregates and liquid asphalt cement.
During the fiscal year ended September 30, 2024, we generated approximately 63% of our construction contract revenues from publicly funded construction projects and the sale of construction materials to public customers at the federal, state and local levels.
During the fiscal year ended September 30, 2025, we generated approximately 65% of our construction contract revenues from publicly funded construction projects and the sale of construction materials to public customers at the federal, state and local levels.
Many of the businesses that we previously acquired, and businesses that we may acquire in the future, could have unaudited financial statements that are prepared by management and are not independently reviewed or audited, and such financial statements could be materially different if they were independently reviewed or audited.
Many of the businesses that we previously acquired, and businesses that we may acquire in the future, could have financial statements that are not independently reviewed or audited, and such financial statements could be materially different if they were independently reviewed or audited.
For example, a number of governmental bodies have finalized, proposed or are contemplating legislative and regulatory actions to reduce emissions of greenhouse gases, such as monitoring, reporting and emissions control requirements for certain large sources of greenhouse gases and greenhouse gas cap-and-trade programs.
For example, some state and local governmental bodies have finalized, proposed or are contemplating legislative and regulatory actions to reduce emissions of greenhouse gases, such as monitoring, reporting and emissions control requirements for certain large sources of greenhouse gases and greenhouse gas cap-and-trade programs.
Risks Related to our Business A significant slowdown or decline in economic conditions, particularly in the southern United States, could adversely impact our results of operations. We currently operate in Alabama, Florida, Georgia, North Carolina, South Carolina, Tennessee and Texas.
Risks Related to our Business A significant slowdown or decline in economic conditions, particularly in the Sunbelt, could adversely impact our results of operations. We operate in Alabama, Florida, Georgia, North Carolina, Oklahoma, South Carolina, Tennessee and Texas.
We depend on our information technology systems and processes, which are subject to cybersecurity and data leakage risks. We depend on information technology systems and infrastructure that could be damaged or interrupted by a variety of factors. Any significant breach, breakdown, destruction or interruption of these systems has the potential to negatively affect our operations.
We depend on information technology systems and infrastructure that could be damaged or interrupted by a variety of factors. Any significant breach, breakdown, destruction or interruption of these systems has the potential to negatively affect our operations.
Our Class B common stock has ten votes per share, and our Class A common stock has one vote per share. As of November 20, 2024, our outstanding Class B common stock represented approximately 65.5% of the total voting power of our outstanding common stock.
Our Class B common stock has ten votes per share, and our Class A common stock has one vote per share. As of November 20, 2025, our outstanding Class B common stock represented approximately 64.1% of the total voting power of our outstanding common stock.
We have in the past, and we may in the future, issue our securities in connection with offerings or acquisitions, and the number of shares issued or issuable thereafter could constitute a material portion of the then-outstanding shares of Class A common stock. Any such issuance would result in dilution to holders of Class A common stock.
We have in the past, and we may in the future, issue our securities in connection with offerings or acquisitions, and the number of shares issued or issuable thereafter could constitute a material portion of the then-outstanding shares of Class A common stock.
These changes could be severe and 17 Table of Contents could negatively impact demand for our products and services.
These changes could be severe and could negatively impact demand for our products and services.
We believe that we will continue to rely on state DOTs for a substantial portion of our revenues for the foreseeable future. The loss or reduction of our ability to competitively bid for certain projects or successfully contract with state DOTs could have a material adverse effect on our financial condition, results of operation and liquidity.
The loss or reduction of our ability to competitively bid for certain projects or successfully contract with state DOTs could have a material adverse effect on our financial condition, results of operation and liquidity.
We rely on third parties to sell or lease real property, plants and equipment to us and to provide us with supplies, including liquid asphalt cement, aggregates and other construction materials necessary for our operations. The inability to purchase or lease the properties, plants or equipment that are necessary for our operations could severely impact our business.
We depend on third parties for equipment and supplies essential to operate our business. We rely on third parties to sell or lease real property, plants and equipment to us and to provide us with supplies, including liquid asphalt cement, aggregates and other construction materials necessary for our operations.
As of November 20, 2024, the SunTx Group beneficially owned approximately 1.0% of our outstanding Class A common stock and approximately 79.0% of our outstanding Class B common stock, representing approximately 52.1% of the combined voting power of our common stock.
As of November 20, 2025, the SunTx Group beneficially owned shares of Class A common stock and Class B common stock collectively representing approximately 61.2% of the combined voting power of our outstanding common stock.
As of November 20, 2024, we had outstanding a total of 46,963,255 shares of Class A common stock and 8,914,045 shares of Class B common stock that are convertible at any time into an equal number of shares of Class A common stock.
As of November 20, 2025, we had outstanding a total of 47,947,509 shares of Class A common stock and 8,579,118 shares of Class B common stock that are convertible at any time into an equal number of shares of Class A common stock.
Shares of our Class B common stock may be transferred to an unrelated third party if holders of a majority of the shares of our Class B common stock owned by SunTx and its affiliates consent to such transfer in writing in advance. 22 Table of Contents We may issue preferred stock with terms that could adversely affect the voting power or value of our Class A common stock.
Shares of our Class B common stock may be transferred to an unrelated third party if holders of a majority of the shares of our Class B common stock owned by SunTx and its affiliates consent to such transfer in writing in advance.
In situations where we are unable to obtain a bond or guarantee, we may be responsible for the failures on the part of our subcontractors to perform as anticipated.
In situations where we are unable to obtain a bond or guarantee, we may be responsible for the failures on the part of our subcontractors to perform as anticipated. In addition, if the total costs of a project exceed our original estimates, we could experience reduced profits or a loss for that project.
In recent years, there has been increasing focus from stakeholders, including government agencies, investors, consumers and employees, on our ESG policies and practices. Additionally, public interest and legislative pressure related to public companies’ ESG practices continues to grow.
In recent years, there has been increased focus from stakeholders, including government agencies, investors, consumers and employees, on our ESG policies and practices.
The sale of shares of Class A common stock, or the perception of future sales by us or our existing stockholders, could harm the prevailing market price of shares of Class A common stock.
The sale of shares of Class A common stock, or the perception of future sales by us or our existing stockholders, could harm the prevailing market price of shares of Class A common stock and make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.
In recent years, we experienced an upward trend in several inflation-sensitive inputs that we use to provide our products and services, including upward pressure on wages and increases in the cost of raw materials used to produce HMA and other items critical to our business, including fuel, concrete and steel.
We have from time to time experienced inflation in pricing for the inputs that we use to provide our products and services, including upward pressure on wages and increases in the cost of fuel, concrete and steel.
Reduced availability of trucking capacity due to shortages of drivers and increased fuel costs has caused an increase in the cost of transportation for us and our suppliers.
Reduced availability of trucking capacity due to shortages of drivers and increased fuel costs has caused an increase in the cost of transportation for us and our suppliers. An overall labor shortage, lack of skilled labor, increased turnover or labor inflation could have a material adverse impact on our operations, results of operations, liquidity or cash flows.
Our debt consists primarily of our borrowings under our (i) Term Loan A / Revolver Credit Agreement, which provides for a senior first lien term loan facility, under which $392.2 million of principal was outstanding at as of September 30, 2024 (the “Term Loan A”) and a $400.0 million revolving credit facility (the “Revolving Credit Facility”) and (ii) Term Loan Credit Agreement with Bank of America, N.A., as administrative agent, and certain lenders party from time to time thereto (the “Term Loan B Credit Agreement,” and together with the Term Loan A / Revolver Credit Agreement, the “Credit Agreements”), which provides for a fully drawn senior secured first lien term loan facility in the aggregate principal amount of $850 million (the “Term Loan B,” and together with the Term Loan A, the “Term Loans”).
Our debt consists primarily of our borrowings under our (i) Term Loan A / Revolver Credit Agreement, which provides for a senior first lien term loan facility, under which $592.5 million of principal was outstanding as of September 30, 2025 (the “Term Loan A”) and a $500.0 million Revolving Credit Facility and (ii) the Term Loan B Credit Agreement (together with the Term Loan A / Revolver Credit Agreement, the “Credit Agreements”), providing for the Term Loan B, under which $843.6 million of principal was outstanding as of September 30, 2025.
The Lone Star Acquisition or any future acquisition in a new geographic region could result in unforeseen operating challenges and difficulties in coordinating geographically dispersed operations, personnel and facilities and subject us to unfamiliar legal requirements. We cannot guarantee that we will achieve synergies and cost savings in connection with recent and future acquisitions.
In addition, potential acquisition targets may be in states in which we do not currently operate. Any future acquisitions in a new geographic region could result in unforeseen operating challenges and difficulties in coordinating geographically dispersed operations, personnel and facilities and subject us to unfamiliar legal requirements.
In some instances, including in the case of many of our fixed unit price contracts, we guarantee that we will complete a project by a certain date.
The construction services industry is highly schedule-driven, and our failure to meet the schedule requirements of our contracts could adversely affect our reputation and/or expose us to financial liability. In some instances, including in the case of many of our fixed unit price contracts, we guarantee that we will complete a project by a certain date.
As a public company, we incur significant legal, accounting and other expenses associated with our financial reporting and corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the Dodd-Frank Act of 2010 and rules implemented by the SEC.
As a public company, we have incurred and expect to continue to incur substantial legal, accounting, auditing and other expenses associated with compliance with corporate governance requirements, including those arising from the Sarbanes‑Oxley Act of 2002 (including Section 404 thereof) and the Dodd‑Frank Act.
Climate change may lead to increased extreme weather and changes in precipitation and temperature, including natural disasters. Should the impact of climate change be significant or occur for lengthy periods of time, our financial condition or results of operations would be adversely affected.
Should the impact of climate change be significant or occur for lengthy periods of time, our financial condition or results of operations would be adversely affected. 12 Table of Contents We depend on our information technology systems and processes, which are subject to cybersecurity and data leakage risks.
During the fiscal year ended September 30, 2024, the Florida DOT accounted for 13.6% of our revenues, and projects performed for all state DOTs accounted for 40.7% of our revenues. Subsequent to the fiscal year ended September 30, 2024, we completed the Lone Star Acquisition.
During the fiscal year ended September 30, 2025, projects performed for all state DOTs accounted for 43.4% of our revenues, and no individual DOT accounted for more than 10% of our revenues. We believe that we will continue to rely on state DOTs for a substantial portion of our revenues for the foreseeable future.
SunTx, together with its principals and their respective affiliates and family members (collectively, the “SunTx Group”), controls us, and their interests may conflict with ours or yours in the future.
Any such issuance would result in dilution to holders of Class A common stock. 20 Table of Contents A voting group led by SunTx and comprising certain of our directors and officers and their respective affiliates (collectively, the “SunTx Group”), controls us, and their interests may conflict with ours or yours in the future.
A failure to maintain effective internal controls could result in a material misstatement of our consolidated financial statements that would not be prevented or detected on a timely basis, which could cause investors to lose confidence in our financial information or cause the trading price of our Class A common stock to decline and impact our liquidity, perceived creditworthiness and ability to complete acquisitions.
If we fail to maintain effective internal controls, or if we or our independent auditors identify material weaknesses, our consolidated financial statements may contain material misstatements, and investors could lose confidence in our reported financial information. Such failures could materially adversely affect our stock price, liquidity, creditworthiness, ability to complete acquisitions, and results of operations.
Removed
The customers of Lone Star Paving include the Texas Department of Transportation (“TxDOT”), local municipalities, heavy civil contractors, and commercial and residential developers. As result of the Lone Star Acquisition, we anticipate that TxDOT will be among our top five customers (based on revenues) in the fiscal year ending September 30, 2025.
Added
We cannot guarantee that we will achieve synergies and cost savings in connection with recent and future acquisitions.
Removed
In addition, potential acquisition targets may be in states in which we do not currently operate. For example, on November 1, 2024, we acquired Lone Star Paving in Texas, a geographic region in which the Company has not historically operated.
Added
Climate change may lead to increased extreme weather and changes in precipitation and temperature, including natural disasters.
Removed
For example, Hurricanes Debby, Francine and Helene all made landfall in the southeastern United States during our fourth fiscal quarter of 2024 and disrupted operations in various portions of our geographic footprint through flooding, extended power outages and road closures, among other issues.
Added
The inability to purchase or lease the properties, plants or equipment that are necessary for our operations could severely impact our business.
Removed
An overall labor shortage, lack of skilled labor, increased turnover or labor inflation could have a material adverse impact on our operations, results of operations, liquidity or cash flows. 14 Table of Contents We depend on third parties for equipment and supplies essential to operate our business.
Added
References to the “Term Loans” in this Annual Report on Form 10-K refer to the Term Loan A together with the Term Loan B.
Removed
In addition, if the total costs of a project exceed our original estimates, we could experience reduced profits or a loss for that project. 15 Table of Contents The construction services industry is highly schedule-driven, and our failure to meet the schedule requirements of our contracts could adversely affect our reputation and/or expose us to financial liability.
Added
Our status as a public company requires us to comply with extensive regulatory and reporting obligations, which entails substantial costs and creates risks related to internal controls and investor confidence.
Removed
We may be unable to identify and contract with qualified “disadvantaged business enterprises” to perform as subcontractors, which could cause us to breach certain contracts with governmental customers. Some of our contracts with governmental agencies contain minimum “disadvantaged business enterprise” (“DBE”) participation clauses, which require us to maintain a requisite level of DBE participation.
Added
These requirements necessitate implementing and maintaining internal controls over financial reporting, disclosure controls and procedures, and related documentation and testing, which divert management’s attention from day‑to‑day operations and increase operating costs.
Removed
If we fail to obtain or maintain the required level of DBE participation, we could be held responsible for breach of contract. Such a breach could impair our ability to bid on future projects and could require us to pay monetary damages.
Added
Compliance has made, and may continue to make, it more difficult and expensive to obtain director and officer liability insurance, potentially affecting our ability to attract and retain qualified personnel.
Removed
To the extent that we are responsible for monetary damages, the total costs of the project could exceed our original estimates, we could experience reduced profits or a loss for that project and there could be a material adverse impact to our financial position, results of operations, cash flows or liquidity.
Added
We may issue preferred stock with terms that could adversely affect the voting power or value of our Class A common stock.
Removed
We have incurred, and expect to continue to incur, substantial costs as a result of being a public company, which may significantly affect our financial condition.
Removed
For example, as a publicly traded company, we are required to adopt policies regarding internal controls and disclosure controls and procedures, including the preparation of reports on internal control over financial reporting.
Removed
These rules and regulations have made, and may continue to make, it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.
Removed
As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers.
Removed
If we are unable to maintain effective internal control over financial reporting, investors could lose confidence in our consolidated financial statements and our Company, which could have a material adverse effect on our stock price.
Removed
We have designed and implemented a number of internal controls and other remedial measures that we believe will provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements in accordance with GAAP.
Removed
We have incurred, and expect to continue to incur, significant costs related to certain requirements of Section 404 of the Sarbanes-Oxley Act (“Section 404”). If we are unable to timely comply with such requirements, our profitability, stock price, results of operations and financial condition could be materially adversely affected.
Removed
We are required to comply with certain provisions of Section 404, which requires that we document and test our internal control over financial reporting and issue management’s assessment of our internal control over financial reporting. Section 404 also requires that our independent registered public accounting firm opine on those internal controls.
Removed
The out-of-pocket costs, diversion of management’s attention from running the day-to-day operations and operational changes caused by the need to comply with the requirements of Section 404 have been significant, and we expect to continue to incur substantial costs in connection with our compliance efforts.
Removed
If we fail to comply with the requirements of Section 404, or if we or our auditors identify and report any material weaknesses, the accuracy and timeliness of the filing of our annual and quarterly reports may be materially adversely affected and could cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our Class A common stock.
Removed
These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeRisk Factors,” cybersecurity attacks are continually evolving to become more sophisticated and, while we have invested in the protection of our data and information technology to reduce the risk of a cybersecurity incident, our efforts may not be effective in preventing breakdowns or breaches in our systems. 24 Table of Contents Governance Role of the Board.
Biggest changeHowever, as discussed more fully under “Item 1A. Risk Factors,” cybersecurity attacks are continually evolving to become more sophisticated and, while we have invested in the protection of our data and information technology to reduce the risk of a cybersecurity incident, our efforts may not be effective in preventing breakdowns or breaches in our systems. Governance Role of the Board.
Item 1C. Cybersecurity Risk Management and Strategy As part of our enterprise risk management function, we have implemented processes to assess, identify and manage the material risks facing our company, including risks from cybersecurity threats. Our enterprise risk management function represents our overall risk management system. Our cybersecurity program is built upon recognized security frameworks.
Item 1C. Cybersecurity Risk Management and Strategy As part of our enterprise risk management function, we have implemented processes to assess, identify and manage the material risks facing our company, including risks from cybersecurity threats. Our enterprise risk management function represents our overall risk 22 Table of Contents management system. Our cybersecurity program is built upon recognized security frameworks.
The incident response plan is a set of coordinated procedures that our incident response team executes with the goal of ensuring timely and accurate resolution of cybersecurity incidents.
The incident response plan is a set of coordinated procedures that our incident response team executes with the goal of ensuring timely and accurate resolution of cybersecurity incidents. 23 Table of Contents
Removed
However, as discussed more fully under “Item 1A.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeHMA Plants Aggregates Facilities Liquid Asphalt Terminals Location Owned Leased Owned Leased Owned Leased Alabama 8 6 6 3 1 — Florida 10 2 1 — 1 — Georgia 9 3 1 2 — — North Carolina 12 11 — — — — South Carolina 4 6 — — — — Tennessee — 3 — — — — Texas 7 3 3 1 1 —
Biggest changeHMA Plants Aggregates Facilities Liquid Asphalt Terminals Location Owned Leased Owned Leased Owned Leased Alabama 11 9 6 3 1 — Florida 8 3 1 — 1 — Georgia 9 3 1 2 — — North Carolina 11 11 — — — — Oklahoma 3 5 — — — — South Carolina 4 6 — — — — Tennessee 1 3 — — — — Texas 9 13 3 1 1 —
However, we routinely evaluate the purchase or lease of additional properties or the consolidation of our properties as our business needs change. The table below summarizes the locations and the nature of our ownership or leasehold interest in each of our HMA plants, aggregates facilities and liquid asphalt terminals as of November 20, 2024.
However, we routinely evaluate the purchase or lease of additional properties or the consolidation of our properties as our business needs change. The table below summarizes the locations and the nature of our ownership or leasehold interest in each of our HMA plants, aggregates facilities and liquid asphalt terminals as of November 20, 2025.
We maintain offices at our HMA plants, aggregates facilities and terminals as we determine to be appropriate under the circumstances. We consider our plants and other physical properties, whether owned or leased, to be suitable, adequate, and of sufficient productive capacity to meet the requirements of our business.
We maintain offices at our HMA plants, aggregates facilities and liquid asphalt terminals as we determine to be appropriate under the circumstances. We consider our plants and other physical properties, whether owned or leased, to be suitable, adequate, and of sufficient productive capacity to meet the requirements of our business.
As of November 20, 2024, we operated (i) 84 HMA plants in Alabama, Florida, Georgia, North Carolina, South Carolina, Tennessee and Texas, (ii) 17 aggregates facilities in Alabama, Florida, Georgia and Texas and (iii) three liquid asphalt terminals in Alabama, Florida and Texas. Our HMA plants operate at varying levels of utilization depending on market conditions.
As of November 20, 2025, we operated (i) 109 HMA plants in Alabama, Florida, Georgia, North Carolina, Oklahoma, South Carolina, Tennessee and Texas, (ii) 17 aggregates facilities in Alabama, Florida, Georgia and Texas and (iii) three liquid asphalt terminals in Alabama, Florida and Texas. Our HMA plants operate at varying levels of utilization depending on market conditions.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

0 edited+3 added−0 removed3 unchanged
Added
Notwithstanding the foregoing, in October 2025, a subsidiary of the Company executed a consent decree negotiated with the Environmental Protection Agency (“EPA”) regarding the EPA’s contention that such subsidiary violated the Clean Water Act in connection with discharges of sediment from two sand and gravel quarries in eastern Alabama into nearby waterways.
Added
Under the terms of the consent decree, the Company agreed to (i) pay a civil penalty of $450,000, (ii) remediate the conditions on the property giving rise to the discharge and (iii) monitor the sites for a period of time following completion of the remediation. The consent decree remains subject to approval by a federal district court.
Added
The total cost of the remedial and preventative measures cannot be estimated with reasonable certainty but is expected to be covered in whole or significant part by the Company’s preexisting insurance policies.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures. The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 C.F.R. Part 229.104) is included in Exhibit 95.1 to this report. 25 Table of Contents PART II
Biggest changeItem 4. Mine Safety Disclosures. The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 C.F.R. Part 229.104) is included in Exhibit 95.1 to this report. 24 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIssuer Purchases of Equity Securities The following table sets forth information regarding the repurchase of shares of our Class A common stock during the three months ended September 30, 2024: Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs (1) July 1, 2024 through July 31, 2024 44,002 $ 57.62 44,002 $ 32,194,980 August 1, 2024 through August 31, 2024 36,331 $ 59.82 36,331 $ 30,021,791 September 1, 2024 through September 30, 2024 — $ — — $ 30,021,791 Total 80,333 $ 58.60 80,333 (1) In April 2024, the board of directors authorized the Company to purchase up to $40.0 million of our Class A common stock in open market purchases, privately negotiated transactions or by other means.
Biggest changeIssuer Purchases of Equity Securities The following table sets forth information regarding the repurchase of shares of our Class A common stock during the three months ended September 30, 2025: Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs (1) July 1, 2025 through July 31, 2025 13,939 $ 105.33 13,939 $ 27,880,766 August 1, 2025 through August 31, 2025 9,635 $ 105.37 9,635 $ 26,865,506 September 1, 2025 through September 30, 2025 2,155 $ 118.55 2,155 $ 26,610,032 Total 25,729 $ 106.45 25,729 (1) In April 2024, Company announced that the board of directors authorized the repurchase of up to $40.0 million of our Class A common stock in open market purchases, privately negotiated transactions or by other means.
The specific timing and amount of any future purchases will vary based on market conditions, securities law limitations and other factors. 26 Table of Contents Stock Performance Graph The following graph compares the cumulative five-year total return provided to the Company’s Class A common stock holders relative to the cumulative total returns of the NASDAQ Composite Index and the Dow Jones U.S.
The specific timing and amount of any future purchases will vary based on market conditions, securities law limitations and other factors. 25 Table of Contents Stock Performance Graph The following graph compares the cumulative five-year total return provided to the Company’s Class A common stock holders relative to the cumulative total returns of the NASDAQ Composite Index and the Dow Jones U.S.
Heavy Construction Index. The graph tracks the performance of a $100 investment in our Class A common stock and in each index (with the reinvestment of all dividends) from September 30, 2019 through September 30, 2024.
Heavy Construction Index. The graph tracks the performance of a $100 investment in our Class A common stock and in each index (with the reinvestment of all dividends) from September 30, 2020 through September 30, 2025.
The last sale price for a share of our Class A common stock as reported on the Nasdaq Global Select Market on November 20, 2024 was $91.31. As of November 20, 2024, there were 8,914,045 shares of our Class B common stock outstanding, held by 40 stockholders of record.
The last sale price for a share of our Class A common stock as reported on the Nasdaq Global Select Market on November 20, 2025 was $100.43. As of November 20, 2025, there were 8,579,118 shares of our Class B common stock outstanding, held by 50 stockholders of record.
Holders As of November 20, 2024, there were 46,963,255 shares of our Class A common stock outstanding, held by 182 stockholders of record.
Holders As of November 20, 2025, there were 47,947,509 shares of our Class A common stock outstanding, held by 406 stockholders of record.
Value as of September 30, 2019 2020 2021 2022 2023 2024 Construction Partners, Inc. $128.76 $150.41 $275.79 $216.78 $302.15 $576.86 NASDAQ Composite Index $99.42 $138.79 $179.57 $131.43 $164.29 $226.05 Dow Jones US Heavy Construction Index $97.52 $94.70 $162.83 $175.64 $226.32 $330.17 The information under the heading “Stock Performance Graph” shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference into such filing.
Value as of September 30, 2020 2021 2022 2023 2024 2025 Construction Partners, Inc. $100.00 $183.35 $144.12 $200.88 $383.52 $697.80 NASDAQ Composite Index $100.00 $129.38 $94.70 $118.37 $162.88 $202.91 Dow Jones US Heavy Construction Index $100.00 $171.94 $171.94 $171.94 $171.94 $171.94 The information under the heading “Stock Performance Graph” shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference into such filing.
The stock repurchase plan expires September 30, 2025.
The stock repurchase plan expires March 5, 2026. Previous disclosure incorrectly identified the expiration date as September 30, 2025.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

62 edited+20 added−57 removed56 unchanged
Biggest changeFor 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 and Adjusted EBITDA Margin.” Liquidity and Capital Resources Cash Flows Analysis The following table sets forth our cash flows for the periods indicated (in thousands): For the Fiscal Year Ended September 30, 2024 2023 Net cash provided by operating activities, net of acquisitions $ 209,079 $ 157,157 Net cash used in investing activities (307,585) (143,372) Net cash (used in) provided by financing activities 126,110 (264) Net change in cash, cash equivalents and restricted cash $ 27,604 $ 13,521 Operating Activities During fiscal 2024, cash provided by operating activities, net of acquisitions, was $209.1 million, primarily as a result of: • net income of $68.9 million, reflecting, among other things, $92.9 million of depreciation, depletion, accretion and amortization, deferred income taxes of $22.7 million, share-based compensation expense of $14.4 million, and gain on sale of property, plant and equipment of $4.5 million; • an increase in contracts receivable including retainage of $6.6 million as a result of higher overall revenues due to acquisitions and growth in existing markets; • an increase in inventories of $15.5 million due to increased inventories from acquisitions, growth in existing markets, higher inventory costs and normal fluctuations in our inventory cycle; • an increase in prepaid expenses and other current assets of $13.0 million, primarily due to the timing of payments under our insurance policies and other expenses; • an increase in accounts payable and accrued expenses and other current liabilities of $18.3 million due to an increase in construction activity; and • a net increase in the difference between billings in excess of costs and estimated earnings on uncompleted contracts and costs and estimated earnings in excess of billings on uncompleted contracts of $30.4 million due to the timing of performing and closing projects. 33 Table of Contents During fiscal 2023, cash provided by operating activities, net of acquisitions, was $157.2 million, primarily as a result of: • net income of $49.0 million, reflecting, among other things, $79.1 million of depreciation, depletion, accretion and amortization, deferred income taxes of $11.2 million, share-based compensation expense of $10.8 million, gain on sale of property, plant and equipment of $7.0 million, and gain on facility exchange of $5.4 million; • an increase in contracts receivable including retainage of $26.0 million as a result of higher overall revenues due to acquisitions and growth in existing markets; • an increase in inventories of $7.3 million due to increased inventories from acquisitions, growth in existing markets, higher inventory costs and normal fluctuations in our inventory cycle; • a decrease in prepaid expenses and other current assets of $3.7 million, primarily due to the timing of payments under our insurance policies and other expenses; • an increase in accounts payable and accrued expenses and other current liabilities of $19.6 million due to an increase in construction activity; and • a net increase in the difference between billings in excess of costs and estimated earnings on uncompleted contracts and costs and estimated earnings in excess of billings on uncompleted contracts of $26.7 million due to the timing of performing and closing projects.
Biggest changeFor 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.” Liquidity and Capital Resources Cash Flows Analysis The following table sets forth our cash flows for the periods indicated (in thousands): For the Fiscal Year Ended September 30, 2025 2024 Net cash provided by operating activities, net of acquisitions $ 291,303 $ 209,079 Net cash used in investing activities (1,280,187) (307,585) Net cash provided by financing activities 1,071,215 126,110 Net change in cash, cash equivalents and restricted cash $ 82,331 $ 27,604 Operating Activities During fiscal 2025, cash provided by operating activities, net of acquisitions, was $291.3 million, primarily as a result of: • net income of $101.8 million, reflecting, among other things, $148.3 million of depreciation, depletion, accretion and amortization, deferred income taxes of $27.5 million, share-based compensation expense of $37.0 million, and gain on sale of property, plant and equipment of $10.9 million; • an increase in contracts receivable including retainage of $56.0 million as a result of higher overall revenues due to acquisitions and growth in existing markets; • an increase in inventories of $5.2 million due to increased inventories from acquisitions, growth in existing markets, higher inventory costs and normal fluctuations in our inventory cycle; • a decrease in prepaid expenses and other current assets of $7.5 million, primarily due to the timing of payments under our insurance policies and other expenses; • an increase in accounts payable and accrued expenses and other current liabilities of $57.1 million due to an increase in construction activity; and 32 Table of Contents • a net decrease in the difference between billings in excess of costs and estimated earnings on uncompleted contracts and costs and estimated earnings in excess of billings on uncompleted contracts of $16.4 million due to the timing of performing and closing projects.
The most significant of these include: • the completeness and accuracy of the original bid; • costs associated with scope changes; • changes in costs of labor and/or materials; • extended overhead and other costs due to owner, weather and other delays; 37 Table of Contents • subcontractor performance issues; • changes in productivity expectations; • site conditions that differ from those assumed in the original bid; • changes from original design on design-build projects; • the availability and skill level of workers in the geographic location of the project; • a change in the availability and proximity of equipment and materials; • our ability to fully and promptly recover on affirmative claims and back charges for additional contract costs; and • the customer’s ability to properly administer the contract.
The most significant of these include: • the completeness and accuracy of the original bid; • costs associated with scope changes; • changes in costs of labor and/or materials; • extended overhead and other costs due to owner, weather and other delays; • subcontractor performance issues; • changes in productivity expectations; • site conditions that differ from those assumed in the original bid; • changes from original design on design-build projects; • the availability and skill level of workers in the geographic location of the project; • a change in the availability and proximity of equipment and materials; • our ability to fully and promptly recover on affirmative claims and back charges for additional contract costs; and 36 Table of Contents • the customer’s ability to properly administer the contract.
We provide construction products and services to both public and private infrastructure projects, with an emphasis on highways, roads, bridges, airports and commercial and residential sites throughout the Sunbelt in Alabama, Florida, Georgia, North Carolina, South Carolina, Tennessee and Texas.
We provide construction products and services to both public and private infrastructure projects, with an emphasis on highways, roads, bridges, airports and commercial and residential sites throughout the Sunbelt in Alabama, Florida, Georgia, North Carolina, Oklahoma, South Carolina, Tennessee and Texas.
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.
Our backlog consists of uncompleted work on contracts in progress and projects for which we have executed a contract but have not commenced the work.
Investing Activitie s During fiscal 2024, cash used in investing activities was $307.6 million, of which $231.8 million related to acquisitions completed in the period, $87.9 million was invested in property, plant and equipment and $5.5 million was invested in restricted investments.
During fiscal 2024, cash used in investing activities was $307.6 million, of which $231.8 million related to acquisitions completed in the period, $87.9 million was invested in property, plant and equipment and $5.5 million was invested in restricted investments.
See Note 18 - Commitments and Contingencies to our consolidated financial statements included elsewhere in this report for additional information. Contractual Obligations The following table summarizes our significant obligations outstanding as of September 30, 2024 (in thousands).
See Note 18 - Commitments and Contingencies to our consolidated financial statements included elsewhere in this report for additional information. Contractual Obligations The following table summarizes our significant obligations outstanding as of September 30, 2025 (in thousands).
Interest Expense, Net Interest expense, net primarily represents interest incurred on our long-term debt, such as the Term Loan and the Revolving Credit Facility, as well as the changes in fair values of interest swap agreements and amortization of deferred debt issuance costs.
Interest Expense, Net Interest expense, net primarily represents interest incurred on our long-term debt, such as the Term Loans and the Revolving Credit Facility, as well as the changes in fair values of interest swap agreements and amortization of deferred debt issuance costs.
Estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition are discussed further below. 36 Table of Contents Revenue Recognition The majority of our public construction contracts are fixed unit price contracts.
Estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition are discussed further below. Revenue Recognition The majority of our public construction contracts are fixed unit price contracts.
Term Loan A / Revolver Credit Agreement During fiscal 2024 and fiscal 2023, we and each of our subsidiaries were parties to the Term Loan A / Revolver Credit Agreement, which provides for the Term Loan A and the Revolving Credit Facility.
Term Loan A / Revolver Credit Agreement During fiscal 2025 and fiscal 2024, we and each of our subsidiaries were parties to the Term Loan A / Revolver Credit Agreement, which provides for the Term Loan A and the Revolving Credit Facility.
In addition to public infrastructure projects, we provide a wide range of large site work construction and HMA paving services to private construction customers, including commercial and residential developers and local businesses. Recent Developments Contract Backlog At September 30, 2024, our contract backlog was $2.0 billion.
In addition to public infrastructure projects, we provide a wide range of large site work construction and HMA paving services to private construction customers, including commercial and residential developers and local businesses. Recent Developments Contract Backlog At September 30, 2025, our contract backlog was $3.0 billion.
If we are unable to obtain the funds we need, we may not be able to complete acquisitions that may be favorable to us or finance the capital expenditures necessary to conduct our operations. 35 Table of Contents Off-Balance Sheet Arrangements As of September 30, 2024, the Company had aggregate letters of credit outstanding in the amount of $8.3 million, future purchase commitments for diesel fuel and natural gas of $4.0 million and $0.5 million, respectively, and $2.2 million of minimum royalty payments related to mineral leases at aggregates facilities.
If we are unable to obtain the funds we need, we may not be able to complete acquisitions that may be favorable to us or finance the capital expenditures necessary to conduct our operations. 34 Table of Contents Off-Balance Sheet Arrangements As of September 30, 2025, the Company had aggregate letters of credit outstanding in the amount of $6.5 million, future purchase commitments for diesel fuel and natural gas of $1.2 million and $0.1 million, respectively, and $3.6 million of minimum royalty payments related to mineral leases at aggregates facilities.
Refer to the Annual Report on Form 10-K for the fiscal year ended September 30, 2023, filed with the SEC on November 29, 2023, for a discussion of results for fiscal 2023 and a comparison of our financial results for fiscal 2023 to those for the fiscal year ended September 30, 2022.
Refer to the Annual Report on Form 10-K for the fiscal year ended September 30, 2024, filed with the SEC on November 25, 2024, for a discussion of results for fiscal 2024 and a comparison of our financial results for fiscal 2024 to those for the fiscal year ended September 30, 2023.
The increase in gross profit was primarily the result of the 16.7% increase in revenues for fiscal 2024 compared to fiscal 2023 and a higher gross profit margin. The higher gross profit margin was due to (i) efficient utilization of our plants and equipment fleet and (ii) completion of new backlog with more favorable margins. General and Administrative Expenses.
The increase in gross profit was primarily the result of the 54.2% increase in revenues for fiscal 2025 compared to fiscal 2024 and a higher gross profit margin. The higher gross profit margin was due to (i) efficient utilization of our plants and equipment fleet and (ii) completion of new backlog with more favorable margins. General and Administrative Expenses.
Furthermore, on April 12, 2024, we announced that our board of directors authorized a stock repurchase program under which up to $40.0 million is available to purchase shares of our outstanding Class A common stock through September 30, 2025.
Furthermore, on April 12, 2024, we announced that our board of directors authorized a stock repurchase program under which up to $40.0 million is available to purchase shares of our outstanding Class A common stock through March 5, 2026.
Our capital expenditure budget is an estimate and is subject to change. Historically, we have required significant amounts of cash in order to make capital expenditures, purchase materials 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.
Historically, we have required significant amounts of cash in order to make capital expenditures, purchase materials 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.
Backlog of uncompleted work on contracts under which work was either in progress or had not yet begun was $1.5 billion at September 30, 2024.
Backlog of uncompleted work on contracts under which work was either in progress or had not yet begun was $2.2 billion at September 30, 2025.
We received $210.2 million in proceeds from the issuance of long-term debt, net of debt issuance costs and discounts, which was partially offset by $72.8 million of principal payments on long-term debt and purchase of treasury stock of $11.3 million. During fiscal 2023, cash used in financing activities was $0.3 million.
We received $210.2 million in proceeds from the issuance of long-term debt, net of debt issuance costs and discounts, which was partially offset by $72.8 million of principal payments on long-term debt and the purchase of treasury stock of $11.3 million.
During fiscal 2024, we repurchased a total of 173,741 shares of Class A common stock for an aggregate purchase price of $10.0 million. We have typically relied on cash available through credit facilities, in addition to cash from operations, to finance our working capital requirements and to support our growth.
During fiscal 2025, we repurchased a total of 145,099 shares of Class A common stock for an aggregate purchase price of $11.5 million. We have typically relied on cash available through credit facilities, in addition to cash from operations, to finance our working capital requirements and to support our growth.
The Term Loan B Credit Agreement provides for a senior secured first lien term loan facility in the aggregate principal amount of $850.0 million, which amount was fully drawn on November 1, 2024 (the “Term Loan B”).
Credit Facility Developments In November 2024, we entered into the Term Loan B Credit Agreement, providing for a senior secured first lien term loan facility in the aggregate principal amount of $850.0 million, which amount was fully drawn on November 1, 2024.
These measures have limitations as analytical tools and should not be considered in isolation or as an alternative to net income or any other performance measure derived in accordance with GAAP as an indicator of our operating performance.
These metrics are supplemental measures of our operating performance that are neither required by, nor presented in accordance with, GAAP. These measures have limitations as analytical tools and should not be considered in isolation or as an alternative to net income or any other performance measure derived in accordance with GAAP as an indicator of our operating performance.
We recognize revenues derived from projects as we satisfy our performance obligations over time (formerly known as the percentage-of-completion method), measured by the relationship of total cost incurred compared to total estimated contract costs (cost-to-cost input method).
We also derive revenues from the sale of HMA, aggregates and liquid asphalt cement to customers. We recognize revenues derived from projects as we satisfy our performance obligations over time (formerly known as the percentage-of-completion method), measured by the relationship of total cost incurred compared to total estimated contract costs (cost-to-cost input method).
The remaining loan proceeds were or will be used (i) to repay a portion of our outstanding borrowings under the revolving credit facility provided by the Term Loan A / Revolver Credit Agreement, (ii) to pay fees and expenses incurred in connection with the foregoing debt financing transactions and Lone Star Acquisition and (iii) for working capital and other corporate purposes as permitted by the Term Loan B Credit Agreement.
The proceeds of the Term Loan B were used to (i) finance the cash portion of the consideration for the Lone Star Acquisition, (ii) repay a portion of our outstanding borrowings under the Revolving Credit Facility provided by the Term Loan A / Revolver Credit Agreement, and (iii) pay fees and expenses incurred in connection with the foregoing debt financing transactions and the Lone Star Acquisition.
At September 30, 2024 and 2023, we had $392.2 million and $283.8 million, respectively, of principal outstanding under the Term Loan A, $122.9 million and $93.1 million, respectively, of principal outstanding under the Revolving Credit Facility, and availability of $268.8 million and $222.1 million, respectively, under the Revolving Credit Facility, including reduction for outstanding letters of credit.
At September 30, 2025 and 2024, we had $592.5 million and $392.2 million, respectively, of principal outstanding under the Term Loan A, $190.0 million and $122.9 million, respectively, of principal outstanding under the Revolving Credit Facility, and availability of $303.5 million and $268.8 million, respectively, under the Revolving Credit Facility, including reduction for outstanding letters of credit.
We believe that our operating cash flow and available borrowings under the Term Loan A / Revolver Credit Agreement and the Term Loan B Credit Agreement (together, the “Credit Agreements”) will be sufficient to fund our operations and planned capital expenditures for at least the next 12 months.
We believe that our operating cash flow and available borrowings under the Credit Agreements will be sufficient to fund our operations and planned capital expenditures for at least the next 12 months.
Revenues for fiscal 2024 increased $260.3 million, or 16.7%, to $1.8 billion from $1.6 billion for fiscal 2023. The increase included $154.0 million of revenues attributable to acquisitions completed during or subsequent to fiscal 2023 and an increase of approximately $106.3 million of revenues in our existing markets from contract work and sales of HMA and aggregates to third parties.
Revenues for fiscal 2025 increased $1.0 billion, or 54.2%, to $2.8 billion from $1.8 billion for fiscal 2024. The increase included $835.2 million of revenues attributable to acquisitions completed during or subsequent to fiscal 2024 and an increase of approximately $153.2 million of revenues in our existing markets from contract work and sales of HMA and aggregates to third parties.
The increase in net income was primarily a result of higher gross profit, partially offset by an increase in general and administrative expenses and interest expense and decreased gains from the facility exchange and sales of property, plant and equipment, all as described above. Adjusted EBITDA and Adjusted EBITDA Margin.
The increase in net income was primarily a result of higher gross profit and gain on sale of property, plant and equipment, partially offset by an increase in general and administrative expenses, interest expense and provision for income taxes, all as described above. Adjusted EBITDA and Adjusted EBITDA Margin.
For more information about the Term Loan B Credit Agreement, see Note 27 - Subsequent Events to the consolidated financial statements included elsewhere in this report.
For more information about the Term Loan A / Revolver Credit Agreement, see Note 11 - Debt to the consolidated financial statements included elsewhere in this report.
These amounts were partially offset by $14.1 million of proceeds from the sale of equipment and $3.6 million of proceeds from the sale of restricted investments.
These amounts were partially offset by $17.8 million of proceeds from the sale of equipment and $9.9 million of proceeds from the sale of restricted investments.
At September 30, 2024 and 2023, our fixed charge coverage ratio was 3.15-to-1.00 and 2.56-to-1.00, respectively, and our consolidated leverage ratio was 1.81-to-1.00 and 1.72-to-1.00, respectively. From time to time, we have entered into interest rate swap agreements to hedge against the risk of changes in interest rates.
At September 30, 2025 and 2024, our consolidated interest coverage ratio was 5.76-to-1.00 and 11.32-to-1.00, respectively, and our consolidated leverage ratio was 3.10-to-1.00 and 1.81-to-1.00, respectively. 33 Table of Contents From time to time, we have entered into interest rate swap agreements to hedge against the risk of changes in interest rates.
We present Adjusted EBITDA and Adjusted EBITDA Margin because management uses these measures as key performance indicators, and we believe that securities analysts, investors and others use these measures to evaluate companies in our industry. Our calculation of Adjusted EBITDA and Adjusted EBITDA Margin may not be comparable to similarly named measures reported by other companies.
We present Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income because management uses these measures as key performance indicators, and we believe that securities analysts, investors and others use these measures to evaluate companies in our industry.
Low bid/no contract backlog was $0.5 billion at September 30, 2024. 2024 Fiscal Year Business Acquisitions During the 2024 fiscal year, we completed eight acquisitions across four states, adding to or expanding our operations in Alabama, Georgia, North Carolina and South Carolina.
Low bid/no contract backlog was $0.8 billion at September 30, 2025. 2025 Fiscal Year Acquisitions During the 2025 fiscal year, we completed five acquisitions across four states, adding to or expanding our operations in Alabama, Oklahoma, Tennessee and Texas.
The 6.8% increase in revenue in our existing markets was due to strong demand in both public and private work. Gross Profit. Gross profit for fiscal 2024 increased $61.9 million, or 31.5%, to $258.3 million from $196.4 million for fiscal 2023.
The 8.4% increase in revenue in our existing markets was attributable to strong demand in both public and private work. Gross Profit. Gross profit for fiscal 2025 increased $180.8 million, or 70.0%, to $439.1 million from $258.3 million for fiscal 2024.
Critical Accounting Policies and Estimates The discussion of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with GAAP.
As of September 30, 2025, such permits and governmental entitlements had not yet been received. Critical Accounting Estimates The discussion of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with GAAP.
Contract costs consist of direct costs on contracts, including labor, materials, amounts payable to subcontractors and those indirect costs related to contract performance, such as equipment costs, insurance and employee benefits. Contract cost is recorded as incurred, and revisions in contract revenues and cost estimates are reflected in the accounting period when known.
Contract costs consist of direct costs on contracts, including labor, materials, amounts payable to subcontractors and those indirect costs related to contract performance, such as equipment costs, insurance and employee benefits.
During fiscal 2023, cash used in investing activities was $143.4 million, of which $91.8 million related to acquisitions completed in the period, $97.8 million was invested in property, plant and equipment and $11.4 million was invested in restricted investments.
Investing Activitie s During fiscal 2025, cash used in investing activities was $1.28 billion, of which $1.16 billion related to acquisitions completed in the period, $137.9 million was invested in property, plant and equipment and $14.8 million was invested in restricted investments.
The foregoing factors, as well as the stage of completion of contracts in process and the mix of contracts at different margins, may cause fluctuations in gross profit between periods, and these fluctuations may be significant. Contracts Receivable, Including Retainage, Net Contracts receivable are generally based on amounts billed to the customer and currently due in accordance with our contracts.
The foregoing factors, as well as the stage of completion of contracts in process and the mix of contracts at different margins, may cause fluctuations in gross profit between periods, and these fluctuations may be significant.
These amounts were partially offset by $17.7 million of proceeds from the sale of equipment, $37.0 million of proceeds from the facility exchange and $2.9 million of proceeds from the sale of restricted investments. Financing Activities During fiscal 2024, cash provided by financing activities was $126.1 million.
These amounts were partially offset by $14.1 million of proceeds from the sale of equipment and $3.6 million of proceeds from the sale of restricted investments. Financing Activities During fiscal 2025, cash provided by financing activities was $1.07 billion.
We received $103.0 million in proceeds from the issuance of long-term debt, net of debt issuance costs and discounts, which was offset by $103.1 million of principal payments on long-term debt and the purchase of treasury stock of $0.2 million.
We received $1.24 billion in proceeds from the issuance of long-term debt, net of debt issuance costs and discounts, which was partially offset by $147.4 million of principal payments on long-term debt and purchase of treasury stock of $23.5 million. During fiscal 2024, cash provided by financing activities was $126.1 million.
Our intangible assets and liabilities were recognized as a result of certain acquisitions and are generally amortized on a straight-line basis over the estimated useful lives of the assets and liabilities. Mineral reserves are depleted in accordance with the units-of-production method as aggregates are extracted, using the initial allocation of cost based on proven and probable reserves.
Our intangible assets and liabilities were recognized as a result of certain acquisitions and are generally amortized on a straight-line basis over the estimated useful lives of the assets and liabilities.
General and administrative expenses also include acquisition expenses, audit, consulting and professional fees, stock-based compensation expense, travel, insurance, office space rental costs, property taxes and other corporate and overhead expenses.
These expenses consist primarily of salaries and personnel costs for our administration, finance and accounting, legal, information systems, human resources and certain managerial employees. General and administrative expenses also include acquisition expenses, audit, consulting and professional fees, stock-based compensation expense, travel, insurance, office space rental costs, property taxes and other corporate and overhead expenses.
The remaining loan proceeds were or will be used (i) to repay the Company’s outstanding borrowings under the revolving credit facility provided by the Term Loan A / Revolver Credit Agreement (as defined below), (ii) to pay fees and expenses incurred in connection with the foregoing debt financing transactions and Lone Star Acquisition and (iii) for working capital and other corporate purposes as permitted by the Term Loan B Credit Agreement.
The Term Loan B proceeds were used to (i) finance the cash portion of the consideration for the Lone Star Acquisition, (ii) repay our outstanding borrowings under our Revolving Credit Facility, and (iii) pay fees and expenses incurred in connection with the foregoing debt financing transactions and the Lone Star Acquisition.
For further discussion regarding the Term Loan A / Revolver Credit Agreement and the foregoing amendments, see Note 11 - Debt and Note 27 - Subsequent Events to the consolidated financial statements included elsewhere in this report.
For further discussion regarding these agreements and developments, see Note 11 - Debt to the consolidated financial statements included elsewhere in this report.
A cool, wet spring increases drying time on projects, which can delay revenues in the third fiscal quarter, while a warm, dry spring may facilitate earlier project commencement dates. 29 Table of Contents How We Assess Performance of Our Business Revenues We derive our revenues predominantly by providing construction products and services for both public and private infrastructure projects, with an emphasis on highways, roads, bridges, airports and commercial and residential sites in the southeastern United States.
How We Assess Performance of Our Business Revenues We derive our revenues predominantly by providing construction products and services for both public and private infrastructure projects, with an emphasis on highways, roads, bridges, airports and commercial and residential sites in the southeastern United States. Our projects represent a mix of federal, state, municipal and private customers.
Our first and second fiscal quarters typically have lower levels of activity due to adverse weather conditions. Our third fiscal quarter varies greatly with spring rains and wide temperature variations.
Our first and second fiscal quarters typically have lower levels of activity due to adverse weather conditions. Our third fiscal quarter varies greatly with spring rains and wide temperature variations. A cool, wet spring increases drying time on projects, which can delay revenues in the third fiscal quarter, while a warm, dry spring may facilitate earlier project commencement dates.
As a result of these acquisitions, we added eleven asphalt plants and a diverse fleet of equipment and vehicles, as well as skilled construction professionals. For further discussion regarding these transactions, see Note 4 - Business Acquisitions to the consolidated financial statements included elsewhere in this report.
For further discussion regarding these transactions, see Note 4 - Business Acquisitions to the consolidated financial statements included elsewhere in this report.
At September 30, 2024 and 2023, the aggregate notional value of these interest rate swap agreements was $300.0 million, and the fair value was $11.6 million and $26.9 million, respectively, which is included within other assets on our Consolidated Balance Sheets. 34 Table of Contents For more information about the Term Loan A / Revolver Credit Agreement, see Note 11 - Debt and Note 27 - Subsequent Events to the consolidated financial statements included elsewhere in this report.
At September 30, 2025 and 2024, the aggregate notional value of these interest rate swap agreements was $300.0 million, and the fair value was $7.9 million and $11.6 million, respectively, which is included within other assets on our Consolidated Balance Sheets.
Our capital expenditures are typically made during the same fiscal year in which they are approved. At September 30, 2024, our commitments for capital expenditures were not material to our financial condition or results of operations on a consolidated basis. For fiscal 2025, we expect total capital expenditures to be $130.0 million to $140.0 million.
At September 30, 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 $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.
These amounts are partially offset by interest income earned on short-term investments of cash balances in excess of our current operating needs. 30 Table of Contents Other Key Performance Indicators — Adjusted EBITDA and Adjusted EBITDA Margin Adjusted EBITDA represents net income before, as applicable from time to time, (i) interest expense, net, (ii) provision (benefit) for income taxes, (iii) depreciation, depletion, accretion and amortization, (iv) share-based compensation expense, (v) loss on the extinguishment of debt, and (vi) expenses associated with non-routine acquisitions.
Other Key Performance Indicators — Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income Adjusted EBITDA represents net income before, as applicable from time to time, (i) interest expense, net, (ii) provision (benefit) for income taxes, (iii) depreciation, depletion, accretion and amortization, (iv) share-based compensation expense, (v) loss on the extinguishment of debt, and (vi) nonrecurring expenses related to transformative acquisitions, which management considers to include transactions of a size that would require clearance under federal antitrust laws.
Payments Due by Fiscal Year Total 2025 2026 2027 2028 2029 2029 and Thereafter Debt obligations $ 515,038 $ 26,563 $ 31,875 $ 456,600 $ — $ — $ — Operating leases 44,892 11,067 10,702 9,954 6,186 2,366 4,617 Purchase commitments 4,457 3,193 1,264 — — — — Royalty payments 2,243 256 192 180 145 145 1,325 Asset retirement obligations 2,477 — — — — — 2,477 Total $ 569,107 $ 41,079 $ 44,033 $ 466,734 $ 6,331 $ 2,511 $ 8,419 In addition to the items set forth in the table above, subsequent to September 30, 2024 and 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.
Payments Due by Fiscal Year Total 2026 2027 2028 2029 2030 2031 and Thereafter Debt obligations $ 1,626,125 $ 38,500 $ 38,500 $ 38,500 $ 38,500 $ 481,000 $ 991,125 Operating leases 87,253 23,030 23,325 18,977 12,241 5,515 4,165 Purchase commitments 1,264 1,223 41 — — — — Royalty payments 3,599 416 404 379 370 293 1,737 Asset retirement obligations 2,539 — — — — — 2,539 Total $ 1,720,780 $ 63,169 $ 62,270 $ 57,856 $ 51,111 $ 486,808 $ 999,566 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.
The increase in general and administrative expenses for fiscal 2024 compared to fiscal 2023 was the result of (i) an $8.1 million increase attributable to general and administrative expenses associated with the operations of businesses acquired subsequent to September 30, 2023, (ii) a $6.6 million increase in management personnel payroll and benefits, (iii) a $4.3 million increase in share-based compensation expense, and (iv) a $5.6 million increase in other general and administrative expenses.
General and administrative expenses for fiscal 2025 increased $51.7 million, or 35.0%, to $199.3 million from $147.6 million for fiscal 2024. The increase was primarily attributable to general and administrative expenses associated with the operations of businesses acquired subsequent to fiscal 2024 and an increase in share-based compensation expense. Acquisition-related expenses.
Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined.
Contract cost is recorded as incurred, and revisions in contract revenues and cost estimates are reflected in the accounting period when known. 35 Table of Contents Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined.
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 (in thousands, except percentages): For the Fiscal Year Ended September 30, 2024 2023 (2) Net income $ 68,935 $ 49,001 Interest expense, net 19,071 17,346 Provision for income taxes 23,161 16,403 Depreciation, depletion, accretion and amortization 92,920 79,100 Share-based compensation expense 15,031 10,759 Acquisition-related expenses (1) 1,455 — Adjusted EBITDA $ 220,573 $ 172,609 Revenues $ 1,823,889 $ 1,563,548 Adjusted EBITDA Margin 12.1 % 11.0 % (1) Reflects expenses associated with the Lone Star Acquisition, which management views as a non-routine acquisition.
Potential differences may include differences in capital structures, tax positions and the age and book depreciation of intangible and tangible assets. 29 Table of Contents 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 (in thousands, except percentages): For the Fiscal Year Ended September 30, 2025 2024 Net income $ 101,781 $ 68,935 Interest expense, net 90,358 19,071 Provision for income taxes 32,746 23,161 Depreciation, depletion, accretion and amortization 148,270 92,920 Share-based compensation expense 28,783 15,031 Transformative acquisition expenses 21,780 1,455 Adjusted EBITDA $ 423,718 $ 220,573 Revenues $ 2,812,356 $ 1,823,889 Adjusted EBITDA Margin 15.1 % 12.1 % The following table presents a reconciliation of net income, the most directly comparable measure calculated in accordance with GAAP, to Adjusted Net Income for the periods presented (in thousands): For the Fiscal Year Ended September 30, 2025 2024 Net income $ 101,781 $ 68,935 Transformative acquisition expenses 21,780 1,455 Financing fees related to transformative acquisition 4,870 — Tax impact due to above reconciling items (6,437) — Adjusted Net Income $ 121,994 $ 70,390 30 Table of Contents Results of Operations — Fiscal Year Ended September 30, 2025 Compared to Fiscal Year Ended September 30, 2024 The following table sets forth selected financial data for the fiscal years ended September 30, 2025 (“fiscal 2025”) and September 30, 2024 (“fiscal 2024”) (in thousands, except percentages).
Gain on Sale of Property, Plant and Equipment . Gain on sale of property, plant and equipment for fiscal 2024 decreased $2.6 million, or 36.4%, to $4.5 million from $7.0 million for fiscal 2023.
Gain on sale of property, plant and equipment for fiscal 2025 increased $6.4 million, or 143.4%, to $10.9 million from $4.5 million for fiscal 2024. The increase was primarily the result of higher disposals of equipment and components during fiscal 2025. Interest Expense, Net.
The Term Loan A / Revolver Credit Agreement requires us to satisfy certain financial covenants, including a minimum fixed charge coverage ratio of 1.20-to-1.00 and a maximum consolidated leverage ratio of 3.50-to-1.00, subject to certain adjustments.
The Term Loan A / Revolver Credit Agreement requires us to maintain as of the end of each fiscal quarter a minimum consolidated interest coverage ratio of 3.00-to-1.00 and a maximum consolidated leverage ratio of 4.50-to-1.00, stepping down to 4.25-to-1.00 as of March 31, 2026, 4.00-to-1.00 as of December 31, 2026 and 3.75-to-1.00 as of September 30, 2027 and thereafter.
For the Fiscal Year Ended September 30, Change from Fiscal 2023 to Fiscal 2024 2024 2023 Dollars % of Revenues Dollars % of Revenues $ Change % Change Revenues $ 1,823,889 100.0 % $ 1,563,548 100.0 % $ 260,341 16.7 % Cost of revenues 1,565,635 85.8 % 1,367,163 87.4 % 198,472 14.5 % Gross profit 258,254 14.2 % 196,385 12.6 % 61,869 31.5 % General and administrative expenses (151,497) (8.3) % (126,947) (8.1) % (24,550) 19.3 % Gain on sale of property, plant and equipment 4,483 0.2 % 7,048 0.5 % (2,565) (36.4) % Gain on facility exchange — — % 5,389 0.3 % (5,389) (100.0) % Operating income 111,240 6.1 % 81,875 5.3 % 29,365 35.9 % Interest expense, net (19,071) (1.0) % (17,346) (1.1) % (1,725) 9.9 % Other (expense) income (70) — % 875 — % (945) (108.0) % Income before provision for income taxes and earnings from investment in joint venture 92,099 5.1 % 65,404 4.2 % 26,695 40.8 % Provision for income taxes 23,161 1.3 % 16,403 1.0 % 6,758 41.2 % Loss from investment in joint venture (3) — % — — % (3) — % Net income $ 68,935 3.8 % $ 49,001 3.1 % $ 19,934 40.7 % Adjusted EBITDA $ 220,573 12.1 % $ 172,609 11.0 % $ 47,964 27.8 % Revenues.
For the Fiscal Year Ended September 30, Change from Fiscal 2024 to Fiscal 2025 2025 2024 Dollars % of Revenues Dollars % of Revenues $ Change % Change Revenues $ 2,812,356 100.0 % $ 1,823,889 100.0 % $ 988,467 54.2 % Cost of revenues 2,373,263 84.4 % 1,565,635 85.8 % 807,628 51.6 % Gross profit 439,093 15.6 % 258,254 14.2 % 180,839 70.0 % General and administrative expenses (199,290) (7.1) % (147,607) (8.1) % (51,683) 35.0 % Acquisition-related expenses (25,903) (0.9) % (3,890) (0.2) % (22,013) 565.9 % Gain on sale of property, plant and equipment 10,911 0.4 % 4,483 0.2 % 6,428 143.4 % Operating income 224,811 8.0 % 111,240 6.1 % 113,571 102.1 % Interest expense, net (90,358) (3.2) % (19,071) (1.0) % (71,287) 373.8 % Other (expense) income 86 0.1 % (70) (0.1) % 156 (222.9) % Income before provision for income taxes and earnings from investment in joint venture 134,539 4.9 % 92,099 5.0 % 42,440 46.1 % Provision for income taxes 32,746 1.2 % 23,161 1.3 % 9,585 41.4 % Loss from investment in joint venture (12) — % (3) 0.2 % (9) 300.0 % Net income $ 101,781 3.6 % $ 68,935 3.8 % $ 32,846 47.6 % Adjusted EBITDA $ 423,718 15.1 % $ 220,573 12.1 % $ 203,145 92.1 % Adjusted Net Income $ 121,994 4.3 % $ 70,390 3.9 % $ 51,604 73.3 % Revenues.
Net income increased $19.9 million, or 40.7%, to $68.9 million for fiscal 2024 compared to $49.0 million for fiscal 2023.
Adjusted net income increased $51.6 million, or 73.3%, to $122.0 million for fiscal 2025 compared to $70.4 million for fiscal 2024.
The cash paid at closing was funded from the proceeds of the Term Loan B (as defined below). For more information about the Lone Star Acquisition, see Note 27 - Subsequent Events to the consolidated financial statements included elsewhere in this report.
At September 30, 2025, we had $843.6 million of principal outstanding under the Term Loan B Credit Agreement. For more information about the Term Loan B Credit Agreement, see Note 11 - Debt to the consolidated financial statements included elsewhere in this report.
Credit Agreement Amendments In May 2024, we and certain of our wholly owned subsidiaries entered into a Third Amendment to our Third Amended and Restated Credit Agreement (as amended from time to time, the “Term Loan A / Revolver Credit Agreement”) to, among other things, (i) increase the aggregate commitments under the revolving credit facility from $325.0 million to $400.0 million, (ii) reallocate $125.0 million of borrowings previously outstanding under the revolving credit facility to our term loan, (iii) add three new banks to our lender syndicate, (iv) provide for an additional incremental credit facility of up to $200.0 million and (v) update certain affirmative and negative covenants thereunder.
In June 2025, we entered into an amendment to our Term Loan A/ Revolver Credit Agreement to, among other things, (i) increase the Revolving Credit Facility from $400.0 million to $500.0 million, (ii) increase the Term Loan A from 27 Table of Contents $400.0 million to $600.0 million, and (iii) extend the maturity date for all outstanding borrowings thereunder to June 28, 2030.
General and administrative expenses for fiscal 2024 increased $24.6 million, or 19.3%, to $151.5 million from $126.9 million for fiscal 2023.
Acquisition-related expenses for fiscal 2025 increased $22.0 million, or 565.9%, to $25.9 million from $3.9 million for fiscal 2024.
Adjusted EBITDA and Adjusted EBITDA Margin were $220.6 million and 12.1%, respectively, for fiscal 2024, compared to $172.6 million and 11.0%, respectively, for fiscal 2023. The increase in Adjusted EBITDA and Adjusted EBITDA Margin resulted primarily from a $19.9 million increase in net income and a $13.8 million increase in depreciation, depletion, accretion and amortization.
The increase in Adjusted EBITDA and Adjusted EBITDA Margin resulted primarily from a $32.8 million increase in net income, a $55.4 million increase in depreciation, depletion, accretion and amortization, a $71.3 million increase in interest expense, net, a $13.8 million increase in share-based compensation expense and a $20.3 million increase in transformative acquisition expenses.
Interest expense, net for fiscal 2024 increased $1.7 million, or 9.9%, to $19.1 million compared to $17.3 million for fiscal 2023. The increase in interest expense, net was primarily due to an increase in the average principal debt balance outstanding. Provision for Income Taxes. Our effective tax rate was 25.1% for fiscal 2024 and fiscal 2023. Net Income.
Our effective tax rate decreased to 24.3% for fiscal 2025 from 25.1% for fiscal 2024. Our lower effective tax rate during fiscal 2025 was due to differences in state tax rates at our operating subsidiaries. Net Income. Net income increased $32.9 million, or 47.6%, to $101.8 million for fiscal 2025 compared to $68.9 million for fiscal 2024.
For more information about the Term Loan B Credit Agreement, see Note 27 - Subsequent Events to the consolidated financial statements included elsewhere in this report. Capital Requirements and Sources of Liquidity During fiscal 2024 and fiscal 2023, our capital expenditures were approximately $87.9 million and $97.8 million, respectively.
The aggregate transaction consideration for these acquisitions was approximately $262.1 million. For more information about these transactions, see Note 27 - Subsequent Events to the consolidated financial statements included elsewhere in this report. Seasonality The activity of our business fluctuates due to seasonality because our business is primarily conducted outdoors.
Removed
Lone Star Paving Acquisition On November 1, 2024, we acquired all of the outstanding membership units of Asphalt, Inc., LLC (doing business as Lone Star Paving) (“Lone Star Paving” and the acquisition, the “Lone Star Acquisition”), a vertically integrated asphalt manufacturing and paving company headquartered in Austin, Texas, with 10 HMA plants, four aggregate facilities, and one liquid asphalt terminal supporting its operations.
Added
As a result of these acquisitions, we added 27 asphalt plants, four aggregates facilities, a liquid asphalt terminal and a diverse fleet of equipment and vehicles, as well as skilled construction professionals. The aggregate transaction consideration for these acquisitions was approximately $1.5 billion.
Removed
The aggregate consideration delivered at the closing of the Lone Star Acquisition consisted of (i) $654.2 million in cash (as adjusted pursuant to the Unit Purchase Agreement, dated as of October 20, 2024, by and among the Company, Lone Star Paving, the selling unit holders party thereto, and John J.
Added
Acquisitions Subsequent to Fiscal 2025 Year-End In October 2025, we acquired eight HMA plants and related crews and equipment in the Houston, Texas metro area from affiliates of Vulcan Materials Company, and acquired all of the outstanding equity interests of P&S Paving, LLC, an HMA manufacturing and construction business headquartered in Daytona Beach, Florida, with two HMA plants serving northeast and central Florida.
Removed
Wheeler, in his capacity as the selling unit holders’ representative thereunder) and (ii) 3.0 million shares of our Class A common stock.
Added
Mineral reserves are depleted in accordance with the units-of-production method as aggregates are extracted, using the initial allocation of cost based on proven and probable reserves. 28 Table of Contents General and Administrative Expenses General and administrative expenses include costs related to our operational offices that are not allocated to direct contract costs and expenses related to our corporate offices.
Removed
In addition, we agreed to (i) pay cash to the selling unit holders in 28 Table of Contents 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 by such entity.
Added
Acquisition-Related Expenses Acquisition-related expenses include costs incurred in connection with our business acquisitions. These expenses typically include legal, accounting, tax, other professional costs and employee transaction bonuses.
Removed
Term Loan B Credit Agreement On November 1, 2024, we entered into a Term Loan Credit Agreement with Bank of America, N.A., as administrative agent, BofA Securities, Inc., PNC Capital Markets LLC, Regions Capital Markets, a division of Regions Bank, and TD Securities (USA) LLC, each as joint lead arranger and joint bookrunner, and certain other lenders party thereto (the “Term Loan B Credit Agreement”).
Added
These amounts are partially offset by interest income earned on short-term investments of cash balances in excess of our current operating needs.
Removed
A portion of the proceeds of the Term Loan B was used to finance the cash portion of the consideration for the Lone Star Acquisition, including the repayment of certain outstanding indebtedness of Lone Star Paving and its subsidiaries at closing.
Added
Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of revenues for each period. Adjusted Net Income represents net income before (i) nonrecurring expenses related to transformative acquisitions, which management considers to include transactions of a size that would require clearance under federal antitrust laws, and (ii) nonrecurring fees associated with financing arrangements incurred in connection with transformative acquisitions.
Removed
Additionally, on October 30, 2024, we entered into a Fourth Amendment to the Term Loan A / Revolver Credit Agreement to, among other things, permit (i) the Lone Star Acquisition, (ii) entry into the Term Loan B Credit Agreement, and (iii) certain liens to be granted to secure the indebtedness incurred under the Term Loan B Credit Agreement on a pari passu basis with the liens securing the Company’s obligations under the Term Loan A / Revolver Credit Agreement.
Added
Our calculation of Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income may not be comparable to similarly named measures reported by other companies.
Removed
Stock Repurchase Program In April 2024, 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 September 30, 2025.
Added
The increase in acquisition-related expenses in fiscal 2025 compared to fiscal 2024 was primarily the result of the transformative acquisitions completed during fiscal 2025, including the acquisitions of Lone Star Paving and Durwood Greene Construction Co. and G&S Asphalt, Inc. d/b/a American Materials, Inc. Gain on Sale of Property, Plant and Equipment .
Removed
We utilize the stock repurchase program to minimize the dilutive impact of awards granted under our equity incentive plans and to repurchase shares opportunistically.
Added
Interest expense, net for fiscal 2025 increased $71.3 million, or 373.8%, to $90.4 million compared to $19.1 million for fiscal 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

6 edited+0 added−0 removed2 unchanged
Biggest changeFor the Fiscal Year Ending September 30, Fair 2025 2026 2027 Thereafter Total Value Debt obligations Term Loan A $ 26,563 $ 31,875 $ 333,750 $ — $ 392,188 $ 392,188 Revolving Credit Facility — — 122,850 — 122,850 122,850 Interest payments (1) 33,406 31,435 22,196 — (1) Represents projected interest payments using the Company’s September 2024 SOFR-based floating rate of 6.60%.
Biggest changeFor the Fiscal Year Ending September 30, Fair 2026 2027 2028 Thereafter Total Value Debt obligations Term Loan A $ 30,000 $ 30,000 $ 30,000 $ 502,500 $ 592,500 $ 592,500 Term Loan B 8,500 8,500 8,500 818,125 843,625 843,625 Revolving Credit Facility — — — 190,000 190,000 190,000 Interest payments (1) 106,027 103,552 101,077 252,509 563,165 563,165 (1) Represents projected interest payments using the Company’s September 2025 SOFR-based floating rate of 6.32%.
The following table presents the future principal payment obligations, interest payments, and fair values associated with the Company’s debt instruments assuming the Company’s actual level of variable rate debt as of September 30, 2024 (in thousands).
The following table presents the future principal payment obligations, interest payments, and fair values associated with the Company’s debt instruments assuming the Company’s actual level of variable rate debt as of September 30, 2025 (in thousands).
See also Note 20 - Fair Value Measurements and Note 21 - Investments in Derivative Instruments to the consolidated financial statements included in this report. 40 Table of Contents
See also Note 20 - Fair Value Measurements and Note 21 - Investments in Derivative Instruments to the consolidated financial statements included in this report. 37 Table of Contents
Holding other factors constant and absent the interest rate swap agreements described above, a hypothetical 1% change in our borrowing rates would result in a $5.2 million change in our annual interest expense based on our variable rate debt outstanding at September 30, 2024.
Holding other factors constant and absent the interest rate swap agreements described above, a hypothetical 1% change in our borrowing rates would result in a $16.3 million change in our annual interest expense based on our variable rate debt outstanding at September 30, 2025.
The notional amount of the Company’s outstanding interest rate swap contract at September 30, 2024 was $300.0 million. The maturity date of this swap is June 30, 2027, and the fair value of the outstanding swap contract was $11.6 million as of September 30, 2024.
The notional amount of the Company’s outstanding interest rate swap contract at September 30, 2025 was $300.0 million. The maturity date of this swap is June 30, 2027, and the fair value of the outstanding swap contract was $7.9 million as of September 30, 2025.
We do not enter into such derivative instruments for speculative or trading purposes. 39 Table of Contents At September 30, 2024, we had a total of $515.0 million of variable rate borrowings outstanding.
We do not enter into such derivative instruments for speculative or trading purposes. At September 30, 2025, we had a total of $1.6 billion of variable rate borrowings outstanding.

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