ROAD 10-K & 10-Q changes, risk factors and insider trading

A significant slowdown or decline in economic conditions, particularly in the southern United States,Sunbelt, could adversely impact our results of operations.

We currently operate in Alabama, Florida, Georgia, North Carolina, Oklahoma, South Carolina, Tennessee and Texas. A significant slowdown or decline in economic conditions or uncertainty regarding the economic outlook in the United States generally, or in any of these states particularly, could reduce demand for infrastructure projects. Demand for infrastructure projects depends on overall economic conditions, the need for new or replacement infrastructure, the priorities placed on various projects funded by governmental entities and federal, state and local government spending levels. In particular, low tax revenues, credit rating downgrades, budget deficits and financing constraints, including timing and amount of federal funding and competing governmental priorities, could negatively impact the ability of government agencies to fund existing or new public infrastructure projects. 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.

Our largest customers are state DOTs. During the fiscal year ended September 30, 2024, the Florida DOT accounted for 13.6% of our revenues, and2025, projects performed for all state DOTs accounted for 40.7%43.4% of our revenues, and no individual DOT accounted for more than 10% of our revenues. Subsequent to the fiscal year ended September 30, 2024, we completed the Lone Star Acquisition. 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. 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. See Note 2 - Significant Accounting Policies, Concentration of Risks, to the consolidated financial statements included elsewhere in this report for information relating to concentrations of revenues by type of customer and for a description of our largest customers.

Inflation and supply chain disruptions have the potential to adversely affect our business, financial condition and results of operations, particularly if we are unable to pass through increased costs to our customers. InWe recenthave years,from wetime to time experienced an upward trendinflation in severalpricing inflation-sensitivefor the 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 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. Although we have been able to mitigate some of the effects of inflation, supply chain disruptions and upward wage pressures on our business by increasing prices for our products and including the anticipated cost increases in the construction projects for which we bid, we may not be able to do so in the future. In addition, we are limited in our ability to pass through increased costs for projects already in our backlog, and if we are unable to do so, we may not recoup our losses or diminished profit margins. 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.

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. The Lone Star Acquisition or anyAny future acquisitionacquisitions 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. 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. We cannot guarantee that we will continue to acquire businesses at valuations consistent with our prior acquisitions or that we will complete future acquisitions at all. We also cannot know whether there will be attractive acquisition opportunities at reasonable prices, that financing will be available or that we can successfully integrate acquired businesses into our existing operations. 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.

A significant number of our contracts require performance and payment bonds. Sureties typically issue or continue bonds on a project-by-project basis, and they can decline to do so at any time or require the posting of additional collateral as a condition thereto. Our ability to obtain performance and payment bonds primarily depends on our capitalization, working capital, past performance, management expertise, reputation and certain external factors, including the overall capacity of the surety market. Events that adversely affect the insurance and bonding markets generally may result in bonding becoming more difficult or costly to obtain in the future. If we are unable to obtain or renew a sufficient level of bonding, or if bonding costs were to increase, we may be precluded from bidding on certain projects or successfully contracting with certain customers, which could limit the aggregate dollar amount of contracts that we are able to pursue. 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,credit, which could negatively affect our liquidity and results of operations.

Our construction operations occur outdoors in an area of the country in which weather events such as hurricanes, tornadoes and tropical storms are common and snow frequently occurs in certain markets in the winter. 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. These and similar seasonal changes and adverse weather conditions, such as extended snowy, rainy or cold weather, can adversely affect our business operations through a decline in the use and production of HMA, a decline in the demand for our construction services, alterations and delays in our construction schedules, extended power outages limiting the use of plants and equipment and reduced efficiencies in our contracting operations, resulting in under-utilization of crews and equipment and lower contract profitability. 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.

Our operations are subject to stringent and complex federal, state and local laws and regulations governing the release of pollutants and materials into the environment or otherwise relating to environmental protection and public health and safety. These laws and regulations impose numerous obligations applicable to our operations, including 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; limitations on activities on certain lands lying within wilderness, wetlands, and other protected areas; and assessments of substantial liabilities for pollution resulting from our operations. For example, asome numberstate ofand 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. Because we emit greenhouse gases through the manufacture of HMA products and through the combustion of fossil fuels as part of our mining and road construction services, any such laws and regulations applicable to jurisdictions in which we operate could require us to incur costs to reduce greenhouse gas emissions associated with our operations.

Numerous government authorities, such as the U.S. Environmental Protection Agency and analogous state agencies, have the power to enforce compliance with these laws and the permits issued under them. Such enforcement actions often involve difficult and costly compliance measures or corrective actions. Certain environmental laws impose strict liability (i.e., no showing of “fault” is required) or joint and several liability for costs required to remediate and restore sites where hazardous substances, hydrocarbons or solid wastes have been stored or released. Failure to comply with theseenvironmental 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, we may experience delays in obtaining, or be unable to obtain, required permits, which may delay or interrupt our operations and limit our growth and revenue.

IncreasingIncreased 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.

In recent years, there has been increasingincreased 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. If our policies and practices do not meet regulatory requirements or stakeholders’ evolving expectations for responsible corporate citizenship in areas including environmental stewardship, employee health and safety practices, director and employee diversity, human capital management and corporate governance, our reputation and employee retention may be negatively impacted, and customers and suppliers may be unwilling to do business with us. In addition, we are subject to various federal and state laws in connection with our operations, and inconsistency in legislation and regulations among jurisdictions and expected additional regulations may require greater resources to monitor, report and comply with various ESG practices. Any assessment of the potential impact of future ESG-related regulations or industry standards is uncertain given the wide scope of potential regulatory change where we operate. As a result, the effects of increased focus by stakeholders on ESG matters could have short- and long-term impacts on our business and operations.

Although we take steps to verify the employment eligibility status of all of our employees, some of our employees may, without our knowledge, be unauthorized workers. Unauthorized workers are subject to deportation and may subject us to fines or penalties and, if any of our workers are found to be unauthorized, we could experience adverse publicity that could make it more difficult to hire and retain qualified employees. Termination of a significant number of unauthorized employees may disrupt our operations, cause temporary increases in our labor costs as we train new employees and result in additional adverse publicity. We could also become subject to fines, penalties and other costs related to claims that we did not fully comply with all recordkeeping obligations of federal and state immigration 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’customers audit compliance with these laws. Further, several of our customers require that we ensure that our subcontractors comply with these laws with respect to the workers that perform services for them. A failure to comply with these laws or to ensure compliance by our subcontractors could damage our reputation and may cause our customers to cancel contracts with us or to not award future business to us. These factors could adversely affect our results of operations and financial position.

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$592.5 million of principal was outstanding at as of September 30, 20242025 (the “Term Loan A”) and a $400.0$500.0 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,”Agreement and (together with the Term Loan A / Revolver Credit Agreement, the “Credit Agreements”), which providesproviding for a fully drawn senior secured first lien term loan facility in the aggregateTerm Loan B, under which $843.6 million of principal amountwas outstanding as of $850September million30, (2025. References to the “Term Loans” in this Annual Report on Form 10-K refer to the Term Loan B,” andA together with the Term Loan A, the “Term Loans”).B.

The Credit Agreements contain a number of covenants that limit our ability to incur additional indebtedness or guarantees, create liens on assets, change our or our subsidiaries’ fiscal year, enter into sale and leaseback transactions, enter into certain restrictive agreements, engage in mergers or consolidations, participate in partnerships and joint ventures, sell assets, incur additional liens, pay dividends or distributions and make other restricted payments, make investments, loans or advances, repay or amend the terms of subordinated indebtedness, make acquisitions, enter into certain operating leases, enter into certain hedge transactions, amend material contracts and engage in certain transactions with affiliates. The Term Loan A / Revolver Credit Agreement also requires us to maintain a fixed charge coverage ratio and a consolidated leverage ratio, and the Credit Agreements contain certain customary representations and warranties, affirmative covenants and events of default (including, among others, an event of default upon a change of control). If an event of default occurs, the lenders under the Credit Agreements will be entitled to accelerate amounts due thereunder and take other actions permitted to be taken by a secured creditor, subject to an intercreditorinter-creditor agreement between the administrative agent under each Credit Agreement on behalf of the lenders party to each Credit Agreement. If our indebtedness is accelerated, we cannot be certain that we will have sufficient funds available to pay the accelerated indebtedness or that we will have the ability to refinance the accelerated indebtedness on terms favorable to us or at all.

As of November 20, 2024,2025, we had outstanding a total of 46,963,25547,947,509 shares of Class A common stock and 8,914,0458,579,118 shares of Class B common stock that are convertible at any time into an equal number of shares of Class A common stock. 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.stock These sales, or the possibility that these sales may occur, also mightand make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. 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.

SunTx,A togethervoting withgroup itsled principalsby SunTx and comprising certain of our directors and officers 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.

As of November 20, 2024,2025, the SunTx Group beneficially owned approximately 1.0%shares of our outstanding Class A common stock and approximately 79.0% of our outstanding Class B common stock,stock collectively representing approximately 52.1%61.2% of the combined voting power of our outstanding common stock. Each share of our Class B common stock has ten votes per share, and each share of our Class A common stock has one vote per share. As a result, the SunTx Group has the ability to elect all of the members of our board of directors and thereby control our policies and operations, including the appointment of management, future issuances of our Class A common stock or other securities, the payment of dividends, if any, on our Class A common stock, our ability to incur or issue debt, amendments to our amended and restated certificate of incorporation and amended and restated bylaws and our entry into extraordinary transactions. This concentration of voting control could deprive you of an opportunity to receive a premium for your shares of our Class A common stock as part of a sale of our Company and ultimately might affect the market price of our Class A common stock. In addition, we have engaged, and expect to continue to engage, in related party transactions involving the SunTx Group and certain companies controlled by its members. As a result, the interests of the SunTx Group may not in all cases be aligned with your interests.

•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;

We are a civil infrastructure company that specializes in the building and maintenance of transportation networks. Our operations leverage a highly-skilled workforce, strategically located HMA plants, substantial construction assets and select material deposits. 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.

At September 30, 2024,2025, our contract backlog was $2.0$3.0 billion. Contract backlog is a financial measure that reflects the dollar value of work that the Company expects to perform in the future. We 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 consists of uncompleted work on contracts in progress and contractsprojects for which we have executed a contract but have not commenced the work. For uncompleted work on contracts in progress, we include (i) executed change orders, (ii) pending change orders for which we expect to receive confirmation in the ordinary course of business and (iii) claims that we have made against our customers for which we have determined we have a legal basis under existing contractual arrangements and as to which we consider collection to be probable. Backlog of uncompleted work on contracts under which work was either in progress or had not yet begun was $1.5$2.2 billion at September 30, 2024.2025. Our contract backlog also includes low bid/no contract projects, which consist of (i) public bid projects for which we were the low bidder and no contract has been executed and (ii) private work projects for which we have been notified that we are the low bidder or have been given a notice to proceed, but no contract has been executed. Low bid/no contract backlog was $0.5$0.8 billion at September 30, 2024.2025.

20242025 Fiscal Year Business Acquisitions

During the 20242025 fiscal year, we completed eightfive acquisitions across four states, adding to or expanding our operations in Alabama, Georgia,Oklahoma, North CarolinaTennessee and South Carolina.Texas. As a result of these acquisitions, we added eleven27 asphalt plantsplants, 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. For further discussion regarding these transactions, see Note 4 - Business Acquisitions to the consolidated financial statements included elsewhere in this report.

Credit AgreementFacility AmendmentsDevelopments

Interest expense, net primarily represents interest incurred on our long-term debt, such as the Term LoanLoans and the Revolving Credit Facility, as well as the changes in fair values of interest swap agreements and amortization of deferred debt issuance costs. These amounts are partially offset by interest income earned on short-term investments of cash balances in excess of our current operating needs.

Other Key Performance Indicators — Adjusted EBITDA andEBITDA, 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 associatedrelated withto non-routinetransformative acquisitions.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 andEBITDA, 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 andEBITDA, 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.

Revenues. Revenues for fiscal 20242025 increased $260.3$1.0 million,billion, or 16.7%,54.2%, to $1.8$2.8 billion from $1.6$1.8 billion for fiscal 2023.2024. The increase included $154.0$835.2 million of revenues attributable to acquisitions completed during or subsequent to fiscal 20232024 and an increase of approximately $106.3$153.2 million of revenues in our existing markets from contract work and sales of HMA and aggregates to third parties. The 6.8%8.4% increase in revenue in our existing markets was dueattributable to strong demand in both public and private work.

General and Administrative Expenses. General and administrative expenses for fiscal 20242025 increased $24.6$51.7 million, or 19.3%,35.0%, to $151.5$199.3 million from $126.9$147.6 million for fiscal 2023.2024. The increase in general and administrative expenses for fiscal 2024 compared to fiscal 2023 was the result of (i) an $8.1 million increaseprimarily attributable to general and administrative expenses associated with the operations of businesses acquired subsequent to Septemberfiscal 30, 2023, (ii) a $6.6 million increase in management personnel payroll2024 and benefits, (iii) a $4.3 millionan increase in share-based compensation expense, and (iv) a $5.6 million increase in other general and administrative expenses.expense.

InterestAcquisition-related Expense,expenses. Net.Acquisition-related Interest expense, netexpenses for fiscal 20242025 increased $1.7$22.0 million, or 9.9%,565.9%, to $19.1$25.9 million comparedfrom to $17.3$3.9 million for fiscal 2023.2024. The increase in interestacquisition-related expense,expenses netin fiscal 2025 compared to fiscal 2024 was primarily duethe toresult an increase inof the averagetransformative principalacquisitions debtcompleted balanceduring outstanding.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.

Provision for Income Taxes. Our effective tax rate wasdecreased to 24.3% for fiscal 2025 from 25.1% for fiscal 20242024. andOur lower effective tax rate during fiscal 2023.2025 was due to differences in state tax rates at our operating subsidiaries.

Net Income. Net income increased $19.9$32.9 million, or 40.7%,47.6%, to $101.8 million for fiscal 2025 compared to $68.9 million for fiscal 2024 compared to $49.0 million for fiscal 2023.2024. The increase in net income was primarily a result of higher gross profit,profit and gain on sale of property, plant and equipment, partially offset by an increase in general and administrative expenses andexpenses, interest expense and decreasedprovision gainsfor fromincome the facility exchange and sales of property, plant and equipment,taxes, all as described above.

Adjusted EBITDA and Adjusted EBITDA Margin. Adjusted EBITDA and Adjusted EBITDA Margin were $423.7 million and 15.1%, respectively, for fiscal 2025, compared to $220.6 million and 12.1%, respectively, for fiscal 2024, compared to $172.6 million and 11.0%, respectively, for fiscal 2023.2024. The increase in Adjusted EBITDA and Adjusted EBITDA Margin resulted primarily from a $19.9$32.8 million increase in net income andincome, a $13.8$55.4 million increase in depreciation, depletion, accretion and amortization.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. For 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, Adjusted EBITDA Margin and Adjusted EBITDANet Margin.Income.”

During fiscal 2024,2025, cash provided by financing activities was $126.1$1.07 million.billion. We received $210.2$1.24 millionbillion in proceeds from the issuance of long-term debt, net of debt issuance costs and discounts, which was partially offset by $72.8$147.4 million of principal payments on long-term debt and purchase of treasury stock of $11.3$23.5 million.

During fiscal 2023,2024, cash usedprovided inby financing activities was $0.3$126.1 million. We received $103.0$210.2 million in proceeds from the issuance of long-term debt, net of debt issuance costs and discounts, which was partially offset by $103.1$72.8 million of principal payments on long-term debt and the purchase of treasury stock of $0.2$11.3 million.

The Term Loan A / Revolver Credit Agreement requires us to satisfymaintain certainas financialof covenants,the includingend of each fiscal quarter a minimum fixedconsolidated chargeinterest coverage ratio of 1.20-to-1.003.00-to-1.00 and a maximum consolidated leverage ratio of 3.50-to-1.00,4.50-to-1.00, subjectstepping down to certain4.25-to-1.00 adjustments.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. At September 30, 20242025 and 2023,2024, our fixedconsolidated chargeinterest coverage ratio was 3.15-to-1.005.76-to-1.00 and 2.56-to-1.00,11.32-to-1.00, respectively, and our consolidated leverage ratio was 1.81-to-1.003.10-to-1.00 and 1.72-to-1.00,1.81-to-1.00, respectively.

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.

On November 1, 2024, we entered into the Term Loan B Credit Agreement, which 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. A portion of theThe proceeds of the Term Loan B Loan waswere used to (i) 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. The remaining loan proceeds were or will be used (iii) to repay a portion of our outstanding borrowings under the revolvingRevolving creditCredit facilityFacility provided by the Term Loan A / Revolver Credit Agreement, and (iiiii) to pay fees and expenses incurred in connection with the foregoing debt financing transactions and the Lone Star AcquisitionAcquisition. andAt (iii)September for30, working2025, capitalwe andhad other$843.6 corporatemillion purposesof asprincipal permittedoutstanding byunder the Term Loan B Credit Agreement.

For more information about the Term Loan B Credit Agreement, see Note 2711 - Subsequent EventsDebt to the consolidated financial statements included elsewhere in this report.

During fiscal 20242025 and fiscal 2023,2024, our capital expenditures were approximately $87.9$137.9 million and $97.8$87.9 million, respectively. Our capital expenditures are typically made during the same fiscal year in which they are approved. At September 30, 2024,2025, our commitments for capital expenditures were not material to our financial condition or results of operations on a consolidated basis. For fiscal 2025,2026, we expect total capital expenditures to be $130.0$165.0 million to $140.0$185.0 million.million, including for both maintenance and growth. Our capital expenditure budget is an estimate and is subject to change.

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 SeptemberMarch 30,5, 2025.2026. We intend to utilize the stock repurchase program to minimize the dilutive impact of awards granted under our equity incentive plans and to repurchase shares opportunistically. Shares of 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. 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. The actual timing, number and value of shares of Class A common stock repurchased will be determined by a committee of the board of directors at its discretion and will depend on a number of factors, including the market price of the Class A common stock, capital allocation alternatives, general market and economic conditions and other corporate considerations. During fiscal 2024,2025, we repurchased a total of 173,741145,099 shares of Class A common stock for an aggregate purchase price of $10.0$11.5 million.

At MarchJune 31,30, 2026, our contract backlog was $3.1$3.4 billion. Contract backlog is a financial measure that reflects the dollar value of work that the Company expects to perform in the future. We 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 consists of uncompleted work on contracts in progress and contracts for which we have executed a contract but have not commenced the work. For uncompleted work on contracts in progress, we include (i) executed change orders, (ii) pending change orders for which we expect to receive confirmation in the ordinary course of business and (iii) claims that we have made against our customers for which we have determined we have a legal basis under existing contractual arrangements and as to which we consider collection to be probable. Backlog of uncompleted work on contracts under which work was either in progress or had not yet begun was $2.6$2.7 billion at MarchJune 31,30, 2026. Our contract backlog also includes low bid/no contract projects, which consist of (i) public bid projects for which we were the low bidder and no contract has been executed and (ii) private work projects for which we have been notified that we are the low bidder or have been given a notice to proceed, but no contract has been executed. Low bid/no contract backlog was $0.5$0.7 billion at MarchJune 31,30, 2026.

On April 1, 2026, we acquired substantially all of the assets of Four Star Paving, LLC (“Four Star”), a commercial paving contractor in the Nashville, Tennessee metro area. The transaction added construction crews and equipment, expanding the Company’s operations in middle Tennessee. For further discussion regarding this transaction, see Note 204 - SubsequentBusiness EventsAcquisitions to the unaudited consolidated financial statements included elsewhere in this report.

Interest expense, net primarily represents interest incurred on our long-term debt, such as the Term Loan A, the TLB Loans and the Revolving Credit Facility, fees associated with debt modifications and amortization of deferred debt issuance costs. These amounts are partially offset by interest income earned on short-term investments of cash balances in excess of our current operating needs.

Three Months Ended MarchJune 31,30, 2026 Compared to Three Months Ended MarchJune 31,30, 2025

The following table sets forth selected financial data for the three months ended MarchJune 31,30, 2026 and 2025 (unaudited, in thousands, except percentages):

Revenues. Revenues for the three months ended MarchJune 31,30, 2026 increased $197.5$220.1 million, or 34.6%,28.2%, to $769.2$999.4 million from $571.7$779.3 million for the three months ended MarchJune 31,30, 2025. The increase included $134.8$151.0 million of revenues attributable to acquisitions completed during or subsequent to the three months ended MarchJune 31,30, 2025 and $62.7$69.1 million of revenues in our existing markets from contract work and sales of HMA and aggregates to third parties. The 11.0%8.9% increase in revenues in our existing markets was due to strong demand in both public and private work.

Gross Profit. Gross profit for the three months ended MarchJune 31,30, 2026 increased $27.5$36.6 million, or 38.5%,27.8%, to $98.9$168.4 million from $71.4$131.8 million for the three months ended MarchJune 31,30, 2025. The increase in gross profit was primarily the result of a 34.6%28.2% increase in revenues for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025 and a higher gross profit margin. The higher gross profit margin was due to efficient utilization of our plants, terminals and equipment fleet.2025.

General and Administrative Expenses. General and administrative expenses for the three months ended MarchJune 31,30, 2026 increased $16.9$12.1 million, or 36.3%,23.8%, to $63.6$63.1 million from $46.7$51.0 million for the three months ended MarchJune 31,30, 2025. The increase was primarily attributable to general and administrative expenses associated with the operations of businesses acquired during or subsequent to Marchthe 31,three 2025months andended anJune increase30, in share-based compensation expense.2025.

Gain on Sale of Property, Plant and Equipment. Gain on sale of property, plant and equipment for the three months ended MarchJune 31,30, 2026 increased $1.2$1.9 million, or 35.2%,48.7%, to $4.6$5.9 million from $3.4$4.0 million for the three months ended MarchJune 31,30, 2025. The increase was primarily the result of higher amounts realized upon disposals of equipment and components during the three months ended MarchJune 31,30, 2026.

Interest Expense, Net. Interest expense, net for the three months ended MarchJune 31,30, 2026 increased $4.0$5.1 million, or 18.5%,20.0%, to $25.6$30.3 million compared to $21.6$25.2 million for the three months ended MarchJune 31,30, 2025. The increase in interest expense, net was primarily related to additional borrowings under our credit facilities and fees associated with the amendments to our Term Loan A / Revolver Credit Agreement and Term Loan B Credit Agreement.

Provision for Income Taxes. Our effective tax rate decreasedincreased to 24.3%24.7% for the sixthree months ended MarchJune 31,30, 2026, from 28.4%24.0% for the sixthree months ended MarchJune 31,30, 2025. Our lowerhigher effective tax rate during the sixthree months ended MarchJune 31,30, 2026 was due to differences in state tax rates at our operating subsidiaries.

Net Income. Net income increased $25.2$15.5 million to $26.4$59.6 million for the sixthree months ended MarchJune 31,30, 2026, compared to $1.2$44.0 million for the sixthree months ended MarchJune 31,30, 2025. The increase in net income was primarily a result of higher gross profit, decrease in acquisition-related expensesprofit and gain on sale of property, plant and equipment, partially offset by an increase in general and administrative expenses, interest expense, net and provision for income taxes, all as described above.

Adjusted EBITDA and Adjusted EBITDA Margin. Adjusted EBITDA and Adjusted EBITDA margin were $205.5$163.0 million and 13.0%,16.3%, respectively, for the sixthree months ended MarchJune 31,30, 2026, compared to $138.1$131.7 million and 12.2%,16.9%, respectively, for the sixthree months ended MarchJune 31,30, 2025. The increase in Adjusted EBITDA and Adjusted EBITDA margin resulted from a $25.2$15.5 million increase in net income as described above, a $22.9$4.7 million increase in depreciation, depletion, accretion and amortization, a $13.2$5.1 million increase in interest expense, net,net and a $4.0$5.7 million increase in share-basedprovision compensationfor expense,income offset by a decrease of $5.8 million in transformative acquisition expenses.taxes. For a description of Adjusted EBITDA and Adjusted EBITDA margin, as well as a reconciliation of Adjusted EBITDA to net income and the calculation of Adjusted EBITDA margin, 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.”

Adjusted Net Income. Adjusted net income increased $19.1$15.3 million to $36.8$60.6 million for the sixthree months ended MarchJune 31,30, 2026, compared to Adjusted net income of $17.7$45.3 million for the sixthree months ended MarchJune 31,30, 2025. The increase in Adjusted net income was primarily a result of higher gross profit, decrease in acquisition-related expensesprofit and gain on sale of property, plant and equipment, partially offset by an increase in general and administrative expenses, interest expense, net and provision for income taxes, all as described above. For 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.”

During the sixnine months ended MarchJune 31,30, 2026, cash provided by operating activities, net of acquisitions, was $147.8$240.9 million, primarily as a result of:

•net income of $26.4$85.9 million, including $91.3$135.3 million of depreciation, depletion, accretion and amortization, $22.4$31.2 million of share-based compensation expense, $22.7 million of deferred income tax expense and $6.6$12.6 million of gain on sale of property, plant and equipment;

•aan decreaseincrease in contracts receivable including retainage, net of $58.8$13.9 million due to normal fluctuations resulting from the timing of processing transactions in our accounts receivable cycle;

•aan decreaseincrease in accounts payable and accrued expenses and other current liabilities of $20.2$15.5 million due to the timing of processing transactions in our accounts payable cycle; and

During the sixnine months ended MarchJune 31,30, 2025, cash provided by operating activities, net of acquisitions, was $96.3$179.3 million, primarily as a result of:

•an increase in inventories of $4.4$4.9 million due to increased inventories from acquisitions, growth in existing markets, higher inventory costs and normal fluctuations in our inventory cycle;

•aan decreaseincrease in accounts payable and accrued expenses and other current liabilities of $27.0$33.5 million due to the timing of processing transactions in our accounts payable cycle; and

During the sixnine months ended MarchJune 31,30, 2026, cash used in investing activities was $337.1$445.0 million, of which $275.9$337.4 million related to acquisitions completed or finalized in the period, $81.7$144.2 million was invested in property, plant and equipment and $2.4$3.8 million was used to purchase restricted investments, partially offset by $13.5$24.4 million of proceeds from the sale of property, plant and equipment and $9.4$16.0 million of proceeds from the sale of restricted investments.

During the sixnine months ended MarchJune 31,30, 2025, cash used in investing activities was $893.2$1.0 million,billion, of which $828.7$935.7 million related to acquisitions completed or finalized in the period, $68.2$104.9 million was invested in property, plant and equipment and $6.2$12.2 million was invested in restricted investments, partially offset by $6.0$11.3 million of proceeds from the sale of property, plant and equipment and $3.9$8.4 million of proceeds from the sale of restricted investments.

During the sixnine months ended MarchJune 31,30, 2026, cash provided by financing activities was $107.3$139.8 million. We received $185.0$294.9 million of net proceeds from ourthe Incremental Term Loans, which were used to pay down the Revolving Credit Facility, and $263.5 million of net proceeds from the Revolving Credit Facility, which were used for acquisitions completed in the period. This cash flow was partially offset by $49.3$386.4 million of principal payments on long-term debt, $26.0$29.8 million for the purchase of treasury stock and $2.5 million for settlement of performance share awards.

During the sixnine months ended MarchJune 31,30, 2025, cash provided by financing activities was $823.8$893.4 million. We received $835.0 million of net proceeds from our Initial Term Loan B, which were primarily used for the Lone Star Acquisition completed in the period, and $145.0$218.4 million of net proceeds from our Revolving Credit Facility, which were primarily used for other acquisitions completed during the period. This cash flow was partially offset by $135.6$137.7 million of principal payments on long-term debt and purchase of treasury stock of $20.1$20.8 million.

During the sixnine months ended MarchJune 31,30, 2026 and 2025, our capital expenditures were approximately $81.7$144.2 million and $68.2$104.9 million, respectively. Our capital expenditures are typically made during the fiscal year in which they are approved. At MarchJune 31,30, 2026, 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 approximately $165.0$185.0 million to $185.0$205.0 million. 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, execute our growth strategy through acquisitions 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. Additional cash requirements resulting from our growth include the costs of additional personnel, production and distribution facilities, enhancements to our information systems, integration costs related to any acquisitions and our compliance with laws and rules applicable to public companies. Furthermore, on March 2, 2026, we announced that our Board of Directors authorized a new stock repurchase program under which up to $50$50.0 million is available to purchase shares of our outstanding Class A common stock through September 30, 2028. The new stock repurchase program replaced the previous stock repurchase program, which expired on March 5, 2026.We2026. We intend to utilize the stock repurchase program to minimize the dilutive impact of awards granted under our equity incentive plans and to repurchase shares opportunistically. Shares of 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. The stock repurchase program does not obligate the Company 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. The actual timing, number and value of shares of Class A common stock repurchased will be determined by a committee of the Board of Directors at its discretion and will depend on a number of factors, including the market price of the Class A common stock, capital allocation alternatives, general market and economic conditions and other corporate considerations. During the sixnine months ended MarchJune 31,30, 2026, the Company purchased 46,34479,257 shares of Class A common stock for aggregate consideration of approximately $5.2$9.0 million through open market transactions.

The following table summarizes our significant obligations outstanding as of MarchJune 31,30, 2026 (unaudited, in thousands):

As of MarchJune 31,30, 2026, we had aggregate letters of credit outstanding in the amount of $4.8 million, future purchase commitments of diesel fuel and natural gas of $4.5$3.1 million, and $3.5$4.0 million of minimum royalty payments related to aggregates facilities. Other than the letters of credit, future purchase commitments and minimum royalty payments, we do not currently have any off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on our financial condition, changes in our financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources. See Note 17 - Commitments to our unaudited consolidated financial statements included elsewhere in this report for additional information.