[8-K] Construction Partners, Inc. Reports Material Event

Rhea-AI Filing Summary

Construction Partners, Inc. (NASDAQ: ROAD) filed a Form 8-K to furnish a press release (Exhibit 99.1) dated 4 Aug 2025 announcing the completion of an acquisition transaction. The filing places the disclosure under Item 7.01 (Regulation FD), clarifying that the information is deemed "furnished," not "filed," and therefore is excluded from liability under Exchange Act §18 and will not be incorporated into Securities Act registration statements unless expressly stated. No financial terms, target name, purchase price, or pro-forma impact were included in the 8-K itself. Item 9.01 lists only the press release and XBRL cover page as exhibits. The document contains no earnings data or additional commentary, leaving investors dependent on the external press release for substantive details.

Positive

• Acquisition completed, indicating progress on ROAD’s growth-through-M&A strategy.

Negative

• No financial or strategic details disclosed, preventing assessment of the deal’s materiality or accretion.
• Filed under Item 7.01, signaling management views the event as non-material for SEC purposes.

Insights

M&A Specialist

TL;DR: ROAD confirms acquisition close but omits key deal terms; impact cannot be fully gauged.

From an M&A perspective, the 8-K merely signals that a previously announced deal has closed. Because neither the target nor consideration is disclosed, investors cannot assess strategic fit, purchase multiple, or balance-sheet effect. Management chose Item 7.01, indicating the information is voluntary and non-material for SEC filing purposes, which further suggests the transaction may be small relative to ROAD’s ~$1.5 bn revenue base. Until the full press release or future filings provide quantitative data, valuation impact remains speculative.

Equity Analyst

TL;DR: Limited disclosure keeps stock reaction muted; watch for future financial guidance.

The filing affirms ROAD’s continued roll-up strategy but offers no revenue contribution, margin effect, or financing details. Absence of numbers curtails immediate model updates. Investors should monitor the forthcoming 10-Q or management commentary for integration costs and accretion expectations. Without such data, the event is informational rather than material, warranting a neutral stance.

0001718227FALSE290 Healthwest Drive, Suite 2DothanAlabama3630300017182272025-02-032025-02-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 4, 2025 

CONSTRUCTION PARTNERS, INC.

(Exact name of registrant as specified in its charter) 

 

Delaware

001-38479

26-0758017

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

 

290 Healthwest Drive, Suite 2

Dothan, Alabama 36303

(Address of principal executive offices) (ZIP Code)

(334) 673-9763

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Class A common stock, $0.001 par value

ROAD

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).        Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                                  ☐

Item 7.01.     Regulation FD Disclosure.

On August 4, 2025, Construction Partners, Inc. issued a press release announcing its completion of an acquisition transaction. A copy of the press release is furnished as Exhibit 99.1 hereto, and the information contained in Exhibit 99.1 is incorporated herein by reference. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.			Description
99.1**			Press release dated August 4, 2025
104*			Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

** Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			CONSTRUCTION PARTNERS, INC.
Date: August 4, 2025			By:			/s/ Gregory A. Hoffman
						Gregory A. Hoffman
						Senior Vice President and Chief Financial Officer

FAQ

What did Construction Partners (ROAD) announce on August 4, 2025?

The company filed an 8-K stating it has completed an acquisition, as detailed in a furnished press release (Exhibit 99.1).

Did ROAD disclose the purchase price or target company?

No. The 8-K contains no financial terms or target name; investors must reference the external press release.

Is the acquisition information considered "filed" with the SEC?

No. Under Item 7.01, the information is furnished, not filed, limiting liability under Exchange Act §18.

Will the acquisition affect future earnings guidance?

The filing is silent on earnings impact. Investors should watch for future 10-Q/earnings calls for guidance.

Where can I access the full details of the acquisition?

Refer to Exhibit 99.1 (press release) attached to the 8-K for complete information once published.