[8-K] Construction Partners, Inc. Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Construction Partners, Inc. completed the acquisition of Ellsworth Construction, LLC, an asphalt manufacturing and construction business based in Tulsa, Oklahoma. Ellsworth operates a hot-mix asphalt plant in Broken Arrow and a permitted asphalt plant site in Greater Oklahoma City, serving public and private infrastructure projects in both metropolitan areas, including multiple data center projects.
The acquired operations will continue as a branded division of Construction Partners’ Oklahoma platform company, Overland Corporation, expanding the company’s presence in the Tulsa and Oklahoma City markets. Ellsworth’s leader, Nathan Ellsworth, will continue to run the business, and management highlights alignment on safety, quality, customer service and employee focus as supportive of integration.
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8-K Event Classification
2 items: 7.01, 9.01
2 items
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.
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): July 13, 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 7.01. Regulation FD Disclosure.
On July 13, 2026, 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 July 13, 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: July 13, 2026 | By: | /s/ Gregory A. Hoffman | ||||||
| Gregory A. Hoffman | ||||||||
| Senior Vice President and Chief Financial Officer | ||||||||
Exhibit 99.1
 | NEWS RELEASE | |||||||
Construction Partners, Inc. Completes Oklahoma Acquisition
Transaction Expands Company’s Presence into Tulsa and Oklahoma City Markets
DOTHAN, AL, July 13, 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 across the Sunbelt, today announced that it has acquired Ellsworth Construction, LLC (“Ellsworth”), an asphalt manufacturing and construction business headquartered in Tulsa, Oklahoma. From its hot-mix asphalt plant in Broken Arrow and its permitted asphalt plant site in Greater Oklahoma City, Ellsworth provides paving, sitework and utility services for public and private infrastructure projects throughout the Tulsa and Oklahoma City metropolitan areas, including multiple significant data center projects. The acquired operations will continue to operate as a branded division of CPI’s Oklahoma platform company, Overland Corporation.
Fred J. (Jule) Smith, III, the Company’s President and Chief Executive Officer, said, “We are pleased to welcome the entire Ellsworth team to the CPI family of companies. This transaction expands our presence in Oklahoma by providing us with experienced crews and strategically located facilities from which to serve the Tulsa and Oklahoma City markets, the two fastest-growing metropolitan areas in the state. We are especially pleased that Nathan Ellsworth will continue to lead the business in these markets going forward. His deep knowledge of these markets, longstanding customer relationships and reputation for operational excellence will be invaluable as we continue to build upon Overland’s success in Oklahoma. In addition to Ellsworth’s strong public and private construction business, the company is a leader in the growing data center construction market in Tulsa and Oklahoma City, complementing Overland’s robust existing data center project portfolio in north Texas. From our earliest discussions, we recognized a shared commitment to safety, quality, customer service and taking care of our people, and we believe this strong cultural alignment will support a seamless integration and continued success together.”
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. The forward-looking statements contained in this press release include, without limitation, statements relating to the benefits of a business acquisition and the expected results of the acquired business. 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