Construction Partners (NASDAQ: ROAD) grows Q3 revenue 28% and raises 2026 forecast

Rhea-AI Filing Summary

Construction Partners, Inc. reported strong fiscal third-quarter 2026 results, with revenue of $999.4 million, up 28.2% from $779.3 million a year earlier. Gross profit rose to $168.4 million, while net income increased to $59.6 million and diluted EPS reached $1.06.

Non-GAAP metrics also improved, as Adjusted net income rose to $60.6 million and Adjusted EBITDA grew 23.8% to $163.0 million, representing a 16.3% margin. Project backlog reached a record $3.36 billion at June 30, 2026, supported by public-infrastructure and commercial demand across Sunbelt markets.

The company expanded its Oklahoma footprint through the Ellsworth Construction acquisition and raised fiscal 2026 guidance to revenue of $3.64–$3.68 billion, net income of $165.0–$168.0 million and Adjusted EBITDA of $559.0–$569.0 million, with an expected Adjusted EBITDA margin of 15.36%–15.46%.

Positive

• Revenue growth and profitability: Fiscal Q3 2026 revenue rose 28.2% to $999.4 million, net income increased to $59.6 million, and diluted EPS reached $1.06, all up from the prior-year quarter.
• Stronger non-GAAP performance: Q3 2026 Adjusted net income grew to $60.6 million and Adjusted EBITDA to $163.0 million, a 23.8% increase with a 16.3% Adjusted EBITDA margin.
• Record backlog and higher outlook: Project backlog hit a record $3.36 billion, and the company raised fiscal 2026 guidance to $3.64–$3.68 billion revenue and $559.0–$569.0 million Adjusted EBITDA.

Negative

• None.

Filing Explained

At June 30, cash was $94,547 thousand against $1,744,666 thousand of long-term debt after substantial acquisition and financing cash flows.

The August 7 Form 8-K furnishes completed fiscal third-quarter results and also reports the company’s June 30 balance sheet. Cash and equivalents were $94,547 thousand, versus $156,062 thousand at September 30, 2025, while long-term debt was $1,744,666 thousand, versus $1,573,614 thousand. The filing therefore shows less cash alongside a higher reported long-term debt balance than at fiscal year-end.

For the nine months ended June 30, 2026, operating activities provided $240,859 thousand, investing activities used $445,001 thousand, and financing activities provided $139,786 thousand; cash, cash equivalents and restricted cash declined by $64,356 thousand. Business acquisitions used $337,429 thousand during that period.

The financing movements included $263,500 thousand of revolving-credit proceeds, $294,923 thousand of net long-term-debt issuance proceeds, and $386,375 thousand of long-term-debt repayments. At June 30, current maturities of long-term debt were $41,500 thousand, in addition to the reported long-term balance.

8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Revenue: $999.4 million Net income: $59.6 million Diluted EPS: $1.06 +5 more

8 metrics

Revenue $999.4 million Fiscal Q3 2026 revenue vs $779.3 million in Q3 2025

Net income $59.6 million Fiscal Q3 2026 net income vs $44.0 million in Q3 2025

Diluted EPS $1.06 Diluted earnings per share for fiscal Q3 2026 vs $0.79 in Q3 2025

Adjusted EBITDA $163.0 million Fiscal Q3 2026 Adjusted EBITDA, up 23.8% from Q3 2025, with 16.3% margin

Backlog $3.36 billion Record project backlog at June 30, 2026 vs $2.94 billion a year earlier

Fiscal 2026 revenue outlook $3.640–$3.680 billion Updated guidance range for the year ending September 30, 2026

Fiscal 2026 Adjusted EBITDA outlook $559.0–$569.0 million Updated Adjusted EBITDA guidance with 15.36%–15.46% margin

Total assets $3,612,008 Total assets at June 30, 2026 (in thousands, per balance sheet)

Key Terms

Adjusted EBITDA, Adjusted EBITDA margin, transformative acquisitions, project backlog, +2 more

6 terms

Adjusted EBITDA financial

"Adjusted EBITDA(1) in the third quarter of fiscal 2026 was $163.0 million"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

Adjusted EBITDA margin financial

"Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenues"

Adjusted EBITDA margin shows how much profit a company makes from its core operations, expressed as a percentage of its total revenue, after removing certain one-time or unusual expenses and income. It helps investors understand the company's true earning ability from regular business activities, making it easier to compare performance over time or with other companies. Think of it as measuring the efficiency of a business in turning sales into profits, excluding irregular adjustments.

transformative acquisitions financial

"nonrecurring expenses related to transformative acquisitions, which management considers"

project backlog financial

"Project backlog was a record $3.36 billion at June 30, 2026"

A project backlog is a list of tasks or work that has been planned but not yet completed. It helps organizations organize and prioritize what needs to be done next, similar to a to-do list. For investors, a growing backlog can indicate future activity or progress, while a shrinking backlog may suggest work is being completed efficiently.

Billings in excess of costs and estimated earnings on uncompleted contracts financial

"Billings in excess of costs and estimated earnings on uncompleted contracts | 149,337"

share-based compensation expense financial

"Share-based compensation expense | 31,195"

Share-based compensation expense is the accounting cost a company records when it pays employees or executives with stock, stock options, or other equity instead of cash. It matters to investors because it reduces reported profits and can dilute existing owners’ stake over time — like a bakery paying workers with slices of cake instead of money, leaving fewer slices for original owners and changing each slice’s value.

Earnings Snapshot

Revenue: $999.4 million · Guidance included

Fiscal third quarter ended June 30, 2026

Revenue $999.4 million Up 28.2% vs $779.3 million in Q3 2025

Net income $59.6 million Vs $44.0 million in Q3 2025

Diluted EPS $1.06 Vs $0.79 in Q3 2025

Adjusted EBITDA $163.0 million Up 23.8% vs $131.7 million in Q3 2025

Adjusted net income $60.6 million Vs $45.2 million in Q3 2025

Backlog $3.36 billion Vs $2.94 billion at June 30, 2025

Guidance

For fiscal 2026, the company guides to revenue of $3.640–$3.680 billion, net income of $165.0–$168.0 million, Adjusted net income of $177.6–$181.4 million and Adjusted EBITDA of $559.0–$569.0 million, implying an Adjusted EBITDA margin of 15.36%–15.46%.

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Available on EDGAR 08/07/2026 - 08:05 AM Accepted by SEC EDGAR 08/07/2026 - 08:04 AM Learn about SEC filing dates

FAQ

How did Construction Partners, Inc. (ROAD) perform in fiscal Q3 2026?

Construction Partners delivered strong Q3 results, with revenue of $999.4 million, up 28.2% year over year. Net income was $59.6 million, and diluted EPS reached $1.06, reflecting solid earnings growth alongside higher gross profit of $168.4 million.

What was Construction Partners’ (ROAD) project backlog as of June 30, 2026?

As of June 30, 2026, Construction Partners reported a record project backlog of $3.36 billion. This compares with $2.94 billion a year earlier and $3.14 billion at March 31, 2026, providing significant visibility into future work across its Sunbelt markets.

What fiscal 2026 guidance did Construction Partners (ROAD) provide?

For fiscal 2026, the company guided to revenue of $3.640–$3.680 billion and net income of $165.0–$168.0 million. It expects Adjusted net income of $177.6–$181.4 million and Adjusted EBITDA of $559.0–$569.0 million, implying a 15.36%–15.46% Adjusted EBITDA margin.

How did Adjusted EBITDA and Adjusted net income trend for ROAD in Q3 2026?

In Q3 2026, Adjusted EBITDA was $163.0 million, up 23.8% from $131.7 million a year earlier, with a 16.3% margin. Adjusted net income increased to $60.6 million from $45.2 million, reflecting improved operating performance despite higher energy costs and wet weather.

What were Construction Partners’ (ROAD) cash flow highlights for the nine months ended June 30, 2026?

For the nine months ended June 30, 2026, the company generated $240.9 million of net cash from operating activities. It used $445.0 million in investing cash flows, including $337.4 million for business acquisitions, and had $139.8 million of net cash provided by financing activities.

How is Construction Partners (ROAD) using acquisitions to support growth?

Management highlighted the acquisition of Ellsworth Construction, expanding its Oklahoma presence and data-center construction capabilities. Combined with prior platform Overland in North Texas, Ellsworth adds experienced employees, strategically located facilities and enhances service to rapidly growing Tulsa and Oklahoma City markets.

What non-GAAP measures does Construction Partners (ROAD) emphasize and why?

The company emphasizes Adjusted EBITDA, Adjusted EBITDA margin and Adjusted net income, which exclude items like transformative acquisition expenses and certain financing fees. Management uses these as key performance indicators and believes investors use them to evaluate operating performance within its industry.

0001718227FALSE290 Healthwest Drive, Suite 2DothanAlabama3630300017182272026-08-072026-08-07

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 7, 2026 

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 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 2.02. Results of Operations and Financial Condition.

On August 7, 2026, Construction Partners, Inc. issued a press release announcing its financial results for the fiscal quarter ended June 30, 2026. 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 2.02, 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 7, 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 7, 2026			By:			/s/ Gregory A. Hoffman
						Gregory A. Hoffman
						Senior Vice President and Chief Financial Officer

Exhibit 99.1

NEWS RELEASE

Construction Partners, Inc. Announces Fiscal 2026 Third Quarter Results

Revenue Up 28% Compared to Q3 FY25

Adjusted Net Income Up 34% Compared to Q3 FY25

Adjusted EBITDA Up 24% Compared to Q3 FY25

Record Backlog of $3.36 Billion

Company Raises FY26 Outlook

DOTHAN, AL, August 7, 2026 – Construction Partners, Inc. (NASDAQ: ROAD) (“CPI” or the “Company”), a vertically integrated civil infrastructure company specializing in the construction and maintenance of roadways in local markets throughout the Sunbelt, today reported financial and operating results for the fiscal third quarter ended June 30, 2026.

Fred J. (Jule) Smith, III, the Company’s President and Chief Executive Officer, said, “Our strong third quarter results reflect the continued execution of our operating strategy and the dedication of our teams throughout the CPI family of companies. During the quarter, we delivered revenue growth of 28% and Adjusted EBITDA growth of 24%, despite the impact of energy cost inflation and extremely wet weather in May across many of our markets. These results underscore the resilience of our decentralized operating model, the strength of our local market strategy, and our ability to consistently execute across diverse market conditions. Demand for both public infrastructure and commercial construction projects remained healthy throughout our markets, driving backlog to a record $3.36 billion and providing continued visibility into future growth.”

Revenues were $999.4 million in the third quarter of fiscal 2026, an increase of 28.2% compared to $779.3 million in the same quarter last year.

Gross profit was $168.4 million in the third quarter of fiscal 2026, compared to $131.8 million in the same quarter last year.

General and administrative expenses were $63.1 million in the third quarter of fiscal 2026, compared to $51.0 million in the same quarter last year, and as a percentage of total revenues, decreased 20 basis points to 6.3%, compared to 6.5% in the same quarter last year.

Net income was $59.6 million in the third quarter of fiscal 2026, compared to net income of $44.0 million in the same quarter last year.

Adjusted net income(1) was $60.6 million in the third quarter of fiscal 2026, compared to Adjusted net income of $45.2 million in the same quarter last year. Using Adjusted net income, diluted earnings per share would have been $1.08 for the third quarter of fiscal 2026, compared to $0.81 in the same quarter last year.

Adjusted EBITDA(1) in the third quarter of fiscal 2026 was $163.0 million, an increase of 23.8% compared to $131.7 million in the same quarter last year.

Project backlog was a record $3.36 billion at June 30, 2026, compared to $2.94 billion at June 30, 2025 and $3.14 billion at March 31, 2026.

Smith added, “Earlier this month, we were pleased to expand our Oklahoma footprint through the acquisition of Ellsworth Construction, which further strengthens our presence into two of the fastest-growing markets in the Sunbelt. Ellsworth adds experienced employees, strategically located facilities, and a strong reputation for execution, enhancing our ability to serve the rapidly growing Tulsa and Oklahoma City metropolitan areas. The acquisition also expands our capabilities in the fast-growing data center construction market, where Ellsworth has established a strong presence that complements Overland’s extensive data

(1) Adjusted net income, Adjusted EBITDA and Adjusted EBITDA margin are financial measures not presented in accordance with generally accepted accounting principles (“GAAP”). Please see “Reconciliation of Non-GAAP Financial Measures” at the end of this press release.

center portfolio in North Texas. Based on our strong third quarter performance and the expected contribution from Ellsworth, we are raising our fiscal 2026 guidance. We remain on track to deliver sustained revenue growth, expanding profitability, and continued progress toward achieving our ROAD 2030 objectives.”

Fiscal 2026 Outlook

The Company is raising its outlook for fiscal year 2026 with regard to revenue, net income, Adjusted net income, Adjusted EBITDA and Adjusted EBITDA margin as follows:

•Revenue in the range of $3.640 billion to $3.680 billion

•Net income in the range of $165.0 million to $168.0 million

•Adjusted net income(1) in the range $177.6 million to $181.4 million

•Adjusted EBITDA(1) in the range of $559.0 million to $569.0 million

•Adjusted EBITDA margin(1) in the range of 15.36% to 15.46%

Ned N. Fleming, III, the Company’s Executive Chairman, stated, “CPI continues to create long-term shareholder value through the disciplined execution of our proven growth strategy, combining strong organic growth with strategic acquisitions that expand our platforms across the Sunbelt, increase scale, and enhance operating efficiencies. Supported by a strong balance sheet, experienced leadership team, and healthy customer funding for both public and private construction projects, we believe CPI is well positioned to continue growing and compounding value. The Board and I remain highly confident in CPI’s long-term strategy, competitive position, and our ability to capitalize on the significant opportunities ahead.”

Conference Call

The Company will conduct a conference call today at 10:00 a.m. Eastern Time (9:00 a.m. Central Time) to discuss financial and operating results for the fiscal quarter ended June 30, 2026. To access the call live by phone, dial (412) 902-0003 and ask for the Construction Partners call at least 10 minutes prior to the start time. A webcast of the call will also be available live and for later replay on the Company’s Investor Relations website at www.constructionpartners.net.

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, the Company 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 21E of the Securities Exchange Act of 1934. These statements may be identified by the use of words such as “may,” “will,” “expect,” “should,” “anticipate,” “intend,” “project,” “outlook,” “believe” and “plan.” The forward-looking statements contained in this press release include, without limitation, statements related to financial projections, future events, business strategy, future performance, future operations, backlog, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management. 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 could cause actual results to differ materially from those expressed in the forward-looking statements, including, among others: our ability to successfully manage and integrate acquisitions; failure to realize the expected economic benefits of acquisitions, including future levels of revenues being lower than expected and costs being higher than expected; failure or inability to implement growth strategies in a timely manner; declines in public infrastructure construction and reductions in government funding, including the funding by transportation authorities and other state and local agencies; risks related to our operating strategy; competition for projects in our local markets; risks associated with our capital-intensive business; government requirements and initiatives, including those related to funding for public or

infrastructure construction, land usage and environmental, health and safety matters; unfavorable economic conditions and restrictive financing markets; our ability to obtain sufficient bonding capacity to undertake certain projects; our ability to accurately estimate the overall risks, requirements or costs when we bid on or negotiate contracts that are ultimately awarded to us; the cancellation of a significant number of contracts or our disqualification from bidding for new contracts; risks related to adverse weather conditions; our substantial indebtedness and the restrictions imposed on us by the terms thereof; our ability to maintain favorable relationships with third parties that supply us with equipment and essential supplies; our ability to retain key personnel and maintain satisfactory labor relations; property damage, results of litigation and other claims and insurance coverage issues; risks related to our information technology systems and infrastructure; our ability to maintain effective internal control over financial reporting; and the 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.

Contact:

Rick Black

Investor Relations

ROAD@DennardLascar.com

(713) 529-6600

- Financial Statements Follow -

Construction Partners, Inc.

Consolidated Statements of Comprehensive Income

(unaudited in thousands, except share and per share data)

						For the Three Months Ended June 30,												For the Nine Months Ended June 30,
						2026						2025						2026						2025
Revenues						$	999,418					$	779,277					$	2,578,083					$	1,912,507
Cost of revenues						831,030						647,467						2,189,342						1,632,776
Gross profit						168,388						131,810						388,741						279,731
General and administrative expenses						(63,145)						(51,026)						(188,242)						(141,954)
Acquisition-related expenses						(1,771)						(1,816)						(15,880)						(22,174)
Gain on sale of property, plant and equipment, net						5,912						3,975						12,557						8,437
Operating income						109,384						82,943						197,176						124,040
Interest expense, net						(30,292)						(25,239)						(83,252)						(64,961)
Other income						44						246						67						508
Income before provision for income taxes and earnings from investment in joint venture						79,136						57,950						113,991						59,587
Provision for income taxes						19,581						13,903						28,050						14,364
Loss from investment in joint venture						—						—						(1)						(12)
Net income						59,555						44,047						85,940						45,211
Other comprehensive income (loss), net of tax
Unrealized (loss) on interest rate swap contract, net						(431)						(1,996)						(1,583)						(2,017)
Unrealized gain (loss) on restricted investments, net						(22)						102						(144)						—
Other comprehensive loss						(453)						(1,894)						(1,727)						(2,017)
Comprehensive income						$	59,102					$	42,153					$	84,213					$	43,194
Net income per share attributable to common stockholders:
Basic						$	1.07					$	0.80					$	1.54					$	0.82
Diluted						$	1.06					$	0.79					$	1.53					$	0.82
Weighted average number of common shares outstanding:
Basic						55,906,306						55,164,260						55,876,027						54,853,715
Diluted						56,269,949						55,654,653						56,187,735						55,302,958

Construction Partners, Inc.

Consolidated Balance Sheets

(in thousands, except share and per share data)

			June 30,						September 30,
			2026						2025
ASSETS			(unaudited)
Current assets:
Cash and cash equivalents			$	94,547					$	156,062
Restricted cash			112						2,953
Contracts receivable including retainage, net			593,468						549,884
Costs and estimated earnings in excess of billings on uncompleted contracts			60,849						45,340
Inventories			185,273						155,133
Prepaid expenses and other current assets			27,024						25,459
Total current assets			961,273						934,831
Property, plant and equipment, net			1,295,692						1,153,070
Operating lease right-of-use assets			104,845						76,355
Goodwill			1,139,332						943,309
Intangible assets, net			74,368						79,230
Investment in joint venture			—						72
Restricted investments			10,870						23,176
Other assets			25,628						28,813
Total assets			$	3,612,008					$	3,238,856
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable			$	319,886					$	284,218
Billings in excess of costs and estimated earnings on uncompleted contracts			149,337						129,300
Current portion of operating lease liabilities			30,340						19,867
Current maturities of long-term debt			41,500						38,500
Accrued expenses and other current liabilities			72,950						110,163
Total current liabilities			614,013						582,048
Long-term liabilities:
Long-term debt, net of current maturities and deferred debt issuance costs			1,744,666						1,573,614
Operating lease liabilities, net of current portion			75,078						57,201
Deferred income taxes, net			102,279						80,079
Other long-term liabilities			35,236						33,951
Total long-term liabilities			1,957,259						1,744,845
Total liabilities			2,571,272						2,326,893
Stockholders’ equity:
Preferred stock, par value $0.001; 10,000,000 shares authorized and no shares issued and outstanding at June 30, 2026 and September 30, 2025			—						—
Class A common stock, par value $0.001; 400,000,000 shares authorized, 48,732,839 shares issued and 47,924,747 shares outstanding at June 30, 2026 and 47,963,617 shares issued and 47,406,498 shares outstanding at September 30, 2025			48						47
Class B common stock, par value $0.001; 100,000,000 shares authorized, 11,481,568 shares issued and 8,549,118 shares outstanding at June 30, 2026 and 11,463,770 shares issued and 8,538,165 shares outstanding at September 30, 2025			12						12
Additional paid-in capital			615,510						541,179
Treasury stock, Class A common stock, par value $0.001, at cost, 808,092 shares at June 30, 2026 and 557,119 shares at September 30, 2025			(63,574)						(34,589)
Treasury stock, Class B common stock, par value $0.001, at cost, 2,932,450 shares at June 30, 2026 and 2,925,605 shares at September 30, 2025			(16,833)						(16,046)
Accumulated other comprehensive income, net			2,642						4,369
Retained earnings			502,931						416,991
Total stockholders’ equity			1,040,736						911,963
Total liabilities and stockholders’ equity			$	3,612,008					$	3,238,856

Construction Partners, Inc.

Consolidated Statements of Cash Flows

(unaudited, in thousands)

			For the Nine Months Ended June 30,
			2026						2025
Cash flows from operating activities:
Net income			$	85,940					$	45,211
Adjustments to reconcile net income to net cash, cash equivalents and restricted cash provided by operating activities:
Depreciation, depletion, accretion and amortization			135,278						107,741
Amortization of deferred debt issuance costs			2,004						3,379
Provision for bad debt			556						260
Gain on sale of property, plant and equipment			(12,557)						(8,437)
Realized loss on sales, calls and maturities of restricted investments			18						81
Share-based compensation expense			31,195						27,961
Distribution of earnings from investment in joint venture			71						—
Loss from investment in joint venture			1						12
Deferred income tax expense (benefit)			22,658						(300)
Other non-cash adjustments			(617)						(665)
Changes in operating assets and liabilities, net of business acquisitions:
Contracts receivable including retainage			(13,859)						6,159
Costs and estimated earnings in excess of billings on uncompleted contracts			(11,298)						(22,577)
Inventories			(18,279)						(4,880)
Prepaid expenses and other current assets			(1,905)						5,422
Other assets			1,496						(3,119)
Accounts payable			16,028						15,975
Billings in excess of costs and estimated earnings on uncompleted contracts			8,510						(9,481)
Accrued expenses and other current liabilities			(578)						17,543
Other long-term liabilities			(3,803)						(967)
Net cash provided by operating activities, net of business acquisitions			240,859						179,318
Cash flows from investing activities:
Purchases of property, plant and equipment			(144,239)						(104,886)
Proceeds from sale of property, plant and equipment			24,398						11,250
Proceeds from sales, calls and maturities of restricted investments			16,022						8,351
Business acquisitions, net of cash acquired			(337,429)						(935,663)
Purchase of restricted investments			(3,753)						(12,182)
Net cash used in investing activities			(445,001)						(1,033,130)
Cash flows from financing activities:
Proceeds from revolving credit facility			263,500						218,438
Proceeds from issuance of long-term debt, net of debt issuance costs			294,923						833,524
Settlement of stock awards			(2,490)						—
Repayments of long-term debt			(386,375)						(137,726)
Purchase of treasury stock			(29,772)						(20,803)
Net cash provided by financing activities			139,786						893,433
Net change in cash, cash equivalents and restricted cash			(64,356)						39,621
Cash, cash equivalents and restricted cash:
Cash, cash equivalents and restricted cash, beginning of period			159,015						76,684
Cash, cash equivalents and restricted cash, end of period			$	94,659					$	116,305
Supplemental cash flow information:
Cash paid for interest			$	80,230					$	58,151
Cash paid for income taxes			$	5,204					$	3,576
Cash paid for operating lease liabilities			$	23,315					$	11,699
Non-cash items:
Operating lease right-of-use assets obtained in exchange for operating lease liabilities			$	47,180					$	17,620
Property, plant and equipment financed with accounts payable			$	9,849					$	5,693
Amounts payable to sellers in business combinations, net			$	673					$	64,938

Reconciliation of Non-GAAP Financial Measures

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. 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. 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 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. Our calculation of Adjusted EBITDA, Adjusted EBITDA margin and Adjusted net income may not be comparable to similarly named measures reported by other companies. Potential differences may include differences in capital structures, tax positions and the age and book depreciation of intangible and tangible assets.

The following tables present a reconciliation of net income, the most directly comparable measure calculated in accordance with GAAP, to (i) Adjusted net income and (ii) Adjusted EBITDA (with the resulting calculation of Adjusted EBITDA margin) for the applicable periods.

Construction Partners, Inc.

Net Income to Adjusted EBITDA Reconciliation

Three Months Ended June 30, 2026 and 2025

(in thousands, except percentages)

			For the Three Months Ended June 30,
			2026						2025
Net income			$	59,555					$	44,047
Interest expense, net			30,292						25,239
Provision for income taxes			19,581						13,903
Depreciation, depletion, accretion and amortization			43,979						39,294
Share-based compensation expense			8,242						8,564
Transformative acquisition expenses			1,373						663
Adjusted EBITDA			$	163,022					$	131,710
Revenues			$	999,418					$	779,277
Adjusted EBITDA margin			16.3		%				16.9		%

Construction Partners, Inc.

Net Income to Adjusted Net Income Reconciliation

Three Months Ended June 30, 2026 and 2025

(in thousands)

			For the Three Months Ended June 30,
			2026						2025
Net income			$	59,555					$	44,047
Transformative acquisition expenses			1,373						663
Financing fees related to transformative acquisition			—						920
Tax impact due to above reconciling items			(336)						(382)
Adjusted net income			$	60,592					$	45,248

Construction Partners, Inc.

Net Income to Adjusted EBITDA Reconciliation

Fiscal Year 2026 Updated Outlook

(unaudited, in thousands, except percentages)

			For the Fiscal Year Ending  September 30, 2026
			Low						High
Net income			$	165,000					$	168,000
Interest expense, net			112,500						113,500
Provision for income taxes			53,500						54,500
Depreciation, depletion, accretion and amortization			181,000						184,000
Share-based compensation expense			31,500						32,500
Transformative acquisition expenses			15,500						16,500
Adjusted EBITDA			$	559,000					$	569,000
Revenues			$	3,640,000					$	3,680,000
Adjusted EBITDA margin			15.36		%				15.46		%

Construction Partners, Inc.

Net Income to Adjusted Net Income Reconciliation

Fiscal Year 2026 Updated Outlook

(unaudited, in thousands)

			For the Fiscal Year Ending  September 30, 2026
			Low						High
Net income			$	165,000					$	168,000
Transformative acquisition expenses			15,500						16,500
Financing fees related to transformative acquisition			1,200						1,200
Tax impact due to above reconciling items			(4,100)						(4,300)
Adjusted net income			$	177,600					$	181,400

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 231.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB