Construction Partners, Inc. (NASDAQ: ROAD) reports audit committee shortfall and 619,000-share grant
Rhea-AI Filing Summary
Construction Partners, Inc. reported that, following the July 22, 2026 death of independent director and Audit Committee member Michael H. McKay, its Audit Committee now has two independent directors and no longer meets Nasdaq Listing Rule 5605(c)(2)(A), which requires three. The company plans to rely on the cure period under Nasdaq Listing Rule 5605(c)(4)(B), generally lasting until the earlier of its next annual stockholders’ meeting or July 22, 2027, while it seeks a new qualified independent director.
The company also issued 619,000 restricted shares of Class B common stock on August 6, 2026 under its 2024 Restricted Stock Plan to certain employees, in an unregistered transaction relying on Section 4(a)(2) of the Securities Act and/or Regulation D. These shares vest in a single tranche on September 30, 2030, subject to continued service. A press release honors Mr. McKay’s long tenure and contributions to the company’s governance and strategy.
Positive
- None.
Negative
- Nasdaq audit committee non-compliance: After the death of director Michael H. McKay, the Audit Committee has only two independent members, leaving the company temporarily out of compliance with Nasdaq Listing Rule 5605(c)(2)(A) until a new independent director is appointed within the cure period.
8-K Event Classification
4 items: 3.01, 3.02, 7.01, 9.01
4 items
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Restricted shares issued: 619,000 shares
Restricted stock vesting date: September 30, 2030
Cure period outside date: July 22, 2027
+3 more
6 metrics
Restricted shares issued
619,000 shares
Class B common stock granted to certain employees on August 6, 2026 under the 2024 Restricted Stock Plan
Restricted stock vesting date
September 30, 2030
Single-tranche vesting date for the 619,000 restricted Class B shares, subject to continued service
Cure period outside date
July 22, 2027
Latest date in the cure period to regain compliance with Nasdaq Listing Rule 5605(c)(2)(A)
Director’s age at death
64 years
Age of Michael H. McKay, who died in a tragic accident on July 22, 2026
Board service tenure
Since 2002
Michael H. McKay’s service on the company’s Board of Directors began in 2002
Audit Committee service tenure
Since 2008
Michael H. McKay served on the Audit Committee beginning in 2008
Key Terms
Nasdaq Listing Rule 5605(c)(2)(A), Audit Committee, restricted shares, Section 4(a)(2) of the Securities Act, +1 more
5 terms
Nasdaq Listing Rule 5605(c)(2)(A) regulatory
"the Company is not compliant with Nasdaq Listing Rule 5605(c)(2)(A)"
Audit Committee regulatory
"member of the Audit Committee of the Company’s Board of Directors"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
Section 4(a)(2) of the Securities Act regulatory
"issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act"
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
Regulation D regulatory
"and/or Regulation D promulgated thereunder"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
Why is Construction Partners, Inc. (ROAD) currently not compliant with a Nasdaq listing rule?
Construction Partners, Inc. is not compliant with Nasdaq Listing Rule 5605(c)(2)(A) because the death of independent director Michael H. McKay reduced its Audit Committee to two independent members, below the required minimum of three independent directors.
What cure period does ROAD have to fix its Audit Committee composition issue?
Under Nasdaq Listing Rule 5605(c)(4)(B), Construction Partners, Inc. plans to rely on a cure period lasting until the earlier of its next annual stockholders’ meeting or July 22, 2027 to appoint a new independent director and regain compliance.
What unregistered equity did Construction Partners, Inc. (ROAD) issue on August 6, 2026?
On August 6, 2026, Construction Partners, Inc. issued 619,000 restricted shares of Class B common stock to certain employees under its 2024 Restricted Stock Plan, in an unregistered offering relying on Section 4(a)(2) of the Securities Act and/or Regulation D.
Who was Michael H. McKay and what was his role at Construction Partners, Inc. (ROAD)?
Michael H. McKay, who died in an accident on July 22, 2026 at age 64, served on Construction Partners, Inc.’s Board since 2002 and its Audit Committee since 2008, providing significant financial and investment expertise.
How is Construction Partners, Inc. (ROAD) honoring the legacy of Michael H. McKay?
Construction Partners, Inc. will dedicate its Board room at company headquarters in honor of Michael H. McKay, recognizing his foundational role as a longtime director, Audit Committee member, and influential advisor to the company’s strategy and governance.
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 6, 2026
(Exact name of registrant as specified in its charter)
| (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 | ||||||||||||
| Nasdaq Texas, LLC | ||||||||||||||
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On August 10, 2026, Construction Partners, Inc. (the “Company”) notified The Nasdaq Stock Market LLC (“Nasdaq”) that due to the death of Michael H. McKay, an independent director of the Company and member of the Audit Committee (the “Audit Committee”) of the Company’s Board of Directors (the “Board”), the Audit Committee has been reduced to two independent directors, and the Company is not compliant with Nasdaq Listing Rule 5605(c)(2)(A), which requires the Audit Committee to be composed of a minimum of three independent directors. Pursuant to Nasdaq Listing Rule 5605(c)(4)(B), the Company intends to rely on the cure period to reestablish compliance with Nasdaq Listing Rule 5605(c)(2)(A). The cure period is generally defined as the earlier of the Company’s next annual meeting of stockholders or July 22, 2027. The Board will begin the process of identifying and selecting a new independent director who satisfies the applicable requirements of the Nasdaq Listing Rules as soon as practicable, and the Company intends to regain compliance with Nasdaq Listing Rule 5605(c)(2)(A) within the cure period described above.
Item 3.02. Unregistered Sales of Equity Securities.
On August 6, 2026, following approval of the Compensation Committee of the Board at a regularly scheduled meeting, the Company issued a total of 619,000 restricted shares of Class B common stock, $0.001 par value (“Class B common stock”), with time-based vesting criteria under the Construction Partners, Inc. 2024 Restricted Stock Plan to certain employees of the Company. The restricted shares of Class B common stock were not registered under the Securities Act of 1933, as amended (the “Securities Act”) and were issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The shares vest in full as a single tranche for each recipient on September 30, 2030, subject to the respective recipient’s continued service with the Company through such date.
Item 7.01. Regulation FD Disclosure.
On August 10, 2026, the Company issued a press release expressing its condolences and honoring the life and contributions of Mr. McKay. 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 (the “Exchange Act”), and will not be incorporated by reference into any filing under the Securities Act or the Exchange Act unless specifically identified therein as being incorporated therein by reference.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this Current Report on Form 8-K that are not statements of historical or current fact constitute “forward-looking statements” within the meaning of Section 21E of the Exchange Act. The forward-looking statements contained in this Current Report on Form 8-K include, without limitation, statements related to the appointment of a new independent director and the Company’s intention to regain compliance with Nasdaq Listing Rule 5605(c)(2)(A) prior to the expiration of the cure period. These forward-looking statements are based on management’s current views and assumptions and involve risks and uncertainties that could significantly affect expected results. Important factors that could cause actual results to differ materially from those expressed in the forward-looking statements include, among others, the Company’s ability to identify and retain a new independent director during the cure period, if at all, and the other risks, uncertainties and factors set forth under “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and its subsequently filed Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date they are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events, or circumstances or other changes affecting such statements except to the extent required by applicable law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||||||||
| 99.1** | Press release dated August 10, 2026 | |||||||||||||
| 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 10, 2026 | By: | /s/ Gregory A. Hoffman | ||||||
| Gregory A. Hoffman | ||||||||
| Senior Vice President and Chief Financial Officer | ||||||||
Exhibit 99.1
 | NEWS RELEASE | |||||||
Construction Partners, Inc. Mourns the Passing of
Michael McKay, Member of the Board of Directors
DOTHAN, AL, August 10, 2026 – Construction Partners, Inc. (NASDAQ: ROAD) (“CPI” or the “Company”) today announced with deep sadness that Michael H. McKay, a member of the Company’s Board of Directors, died in a tragic accident on July 22, 2026. He was 64 years old.
Ned N. Fleming, III, the Company’s Executive Chairman, said, “It is with profound sadness that we announce the passing of our dear friend and trusted colleague, Mike McKay. I had the privilege of serving alongside Mike since the earliest days of Construction Partners, and his influence on our company is immeasurable. When Charles Owens and I founded CPI more than 25 years ago, Mike was one of our earliest and most trusted advisors. Mike was among the earliest and strongest advocates for focusing our growth across the Southeast and broader Sunbelt, a strategy that has defined Construction Partners' evolution as a public company and remains central to our long-term success. He was an insightful investor, a gifted teacher, and a highly respected business leader whose breadth of experience enabled him to ask the right questions, challenge our thinking, and provide invaluable perspective. As one of our founding directors and a dedicated member of our Audit Committee, Mike helped establish the strong governance, financial discipline, and long-term strategic focus that continue to benefit our company and our shareholders today. Beyond his many contributions to Construction Partners, Mike was a cherished friend, trusted advisor, and generous teacher whose impact extended far beyond the boardroom. On behalf of our Board of Directors and the entire Construction Partners family, we extend our heartfelt condolences to Mike's family and loved ones. To honor Mike's extraordinary legacy and lasting contributions to Construction Partners, we will dedicate our Board room at the Company's headquarters in his name. It is a fitting tribute to someone whose wisdom, leadership, and friendship helped shape our company and whose influence will continue to guide us for generations to come.”
Fred J. Smith, III, the Company’s President and Chief Executive Officer, said, “Mike was one of the founding members of our Board of Directors and a visionary whose early belief in both Construction Partners and the long-term strength of the asphalt industry helped shape the company we are today. Throughout his more than two decades of service, Mike brought extraordinary judgment, integrity and financial expertise to our Board, particularly through his leadership on the Audit Committee. His rare combination of experience in finance, industry and academia made him a trusted advisor whose counsel strengthened our governance and strategic decision-making. We are deeply grateful for Mike’s lasting contributions and will miss his wisdom, friendship and unwavering commitment to our company.”
Mr. McKay served on the Company’s Board of Directors since 2002 and on its Audit Committee since 2008, bringing decades of financial and investment expertise to the Company. An Advisory Partner at Bain & Company, he joined the firm in 1987 and helped found its Private Equity Group, and over his career led investments across public and private markets. Among other professional accomplishments, he served as Chief Investment Officer of a principal investment firm based in Washington D.C. and was Managing Partner of a Boston-based hedge fund from 2006 to 2009. He was also a Senior Lecturer at the Brandeis International Business School, where he had served on the faculty since 2010, and a director of Big Outdoor Holdings, LLC and Hubbardton Forge, LLC. Beyond his professional accomplishments, Mr. McKay was deeply committed to serving others. As a lifelong cyclist, he raised tens of thousands of dollars for cancer research through his annual long-distance cycling events, reflecting the same passion, determination, and generosity that defined his leadership.
The Company extends its deepest condolences to Mr. McKay’s family, friends, and colleagues.
About Construction Partners, Inc.
Construction Partners, Inc. is a vertically integrated civil infrastructure company operating in local markets throughout the Sunbelt in Alabama, Florida, Georgia, North Carolina, Oklahoma, South Carolina, Tennessee and Texas. Supported by its hot-mix asphalt plants, aggregate facilities and liquid asphalt terminals, CPI focuses on the construction, repair and maintenance of surface infrastructure. Publicly funded projects make up the majority of its business and include local and state roadways,
interstate highways, airport runways and bridges. The company also performs private sector projects that include paving and sitework for office and industrial parks, shopping centers, local businesses and residential developments. To learn more, visit www.constructionpartners.net.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained herein that are not statements of historical or current fact constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934. These statements may be identified by the use of words such as “seek” “continue,” “estimate,” “predict,” “potential,” “targeting,” “could,” “might,” “may,” “will,” “expect,” “should,” “anticipate,” “intend,” “project,” “outlook,” “believe,” “plan” and similar expressions or their negative. These and other forward-looking statements are based on management’s current views and assumptions and involve risks and uncertainties that could significantly affect expected results. Important factors that could cause actual results to differ materially from those expressed in the forward-looking statements are set forth in the Company’s most recent Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, its Current Reports on Form 8-K and other reports the Company files with the SEC. Forward-looking statements speak only as of the date they are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events, or circumstances or other changes affecting such statements except to the extent required by applicable law.
Contact:
Rick Black / Ken Dennard
Dennard Lascar Investor Relations
ROAD@DennardLascar.com
(713) 529-6600