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0001718227FALSE290 Healthwest Drive, Suite 2DothanAlabama3630300017182272026-05-082026-05-08

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): May 8, 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 Global Select Market)

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

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






Item 2.02.     Results of Operations and Financial Condition.
On May 8, 2026, Construction Partners, Inc. issued a press release announcing its financial results for the fiscal quarter ended March 31, 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 (the “Exchange Act”), 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.
9.01.    Financial Statements and Exhibits.
(d)    Exhibits.
Exhibit No. Description
99.1**
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: May 8, 2026 By: /s/ Gregory A. Hoffman
Gregory A. Hoffman
Senior Vice President and Chief Financial Officer



EX-99.1 2 exhibit991_earnings03312026.htm EX-99.1 Document

Exhibit 99.1
capturea03.jpg
NEWS RELEASE
Construction Partners, Inc. Announces Fiscal 2026 Second Quarter Results
Revenue Up 35% Compared to Q2 FY25
Adjusted Net Income Up 136% Compared to Q2 FY25
Adjusted EBITDA Up 35% Compared to Q2 FY25
Record Backlog of $3.14 Billion
Company Raises FY26 Outlook

DOTHAN, AL, May 8, 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 quarter ended March 31, 2026.
Fred J. (Jule) Smith, III, the Company’s President and Chief Executive Officer, said, “We delivered a strong quarter, driven by exceptional execution across the business. Our teams throughout our family of companies performed at a high level, consistently outperforming on project delivery, productivity, and safety. Favorable weather conditions further supported our ability to advance work efficiently and exceed expectations. Additionally, energy cost volatility had a limited impact on results due to the pass-through nature of our project contracts, as well as the physical hedge inherent to our vertical integration. Strong financial performance in the quarter led to 35 percent growth in both revenue and Adjusted EBITDA, including 11 percent organic revenue growth. Our local teams across our Sunbelt footprint continued to capture meaningful project wins, driving our backlog to a record $3.14 billion. With the peak construction season ahead in the second half of our fiscal year, we are raising our FY 2026 outlook, and we are well-positioned to execute against this record backlog and sustain our growth momentum.”
Revenues were $769.2 million in the second quarter of fiscal 2026, an increase of 34.5% compared to $571.7 million in the same quarter last year.
Gross profit was $98.9 million in the second quarter of fiscal 2026, compared to $71.4 million in the same quarter last year.
General and administrative expenses were $63.6 million in the second quarter of fiscal 2026, compared to $46.7 million in the same quarter last year, and as a percentage of total revenues, was 8.3%, compared to 8.2% in the same quarter last year.
Net income was $9.2 million in the second quarter of fiscal 2026 and diluted earnings per share were $0.16, compared to net income of $4.2 million and diluted earnings per share of $0.08 in the same quarter last year.
Adjusted net income(1) was $10.4 million in the second quarter of fiscal 2026, compared to Adjusted net income of $4.4 million in the same quarter last year. Using Adjusted net income, diluted earnings per share would have been $0.18 for the second quarter of fiscal 2026, compared to $0.08 in the same quarter last year.
Adjusted EBITDA(1) in the second quarter of fiscal 2026 was $93.3 million, an increase of 34.6% compared to $69.3 million in the same quarter last year.
Project backlog was a record $3.14 billion at March 31, 2026, compared to $2.84 billion at March 31, 2025 and $3.09 billion at December 31, 2025.
Smith added, “Our performance is a testament to the hard work and dedication of our people. A deeply embedded culture of operational excellence, disciplined project execution, and an unwavering commitment to safety continues to unite our family of companies, driving results and reinforcing CPI’s reputation as an acquirer of choice across our eight-state footprint. We were pleased to have completed our latest strategic acquisition in April with the purchase of Four Star Paving by our Tennessee platform company, Pavement Restorations, Inc. (“PRI”). This transaction strengthens our vertical integration of services and enhances our capabilities and scale across the middle Tennessee region. As the Nashville metro area continues to rapidly grow,
(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.


we are now better positioned than ever to participate in the resulting construction projects and opportunities. Reflecting our strong second quarter results and incorporating the expected contribution of Four Star Paving, we are raising our fiscal 2026 outlook ranges. We remain confident in CPI’s growth trajectory and expanding profitability and are focused on delivering long-term value for our investors and other stakeholders.”
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 $3.590 billion to $3.650 billion
•Net income in the range of $159.0 million to $162.0 million
•Adjusted net income(1) in the range $170.4 million to $174.2 million
•Adjusted EBITDA(1) in the range of $552.0 million to $564.0 million
•Adjusted EBITDA margin(1) in the range of 15.38% to 15.45%
Ned N. Fleming, III, the Company’s Executive Chairman, stated, “We are pleased with our team’s strong execution this quarter as we continue to advance CPI’s proven growth strategy. Our differentiated business model, built on cost pass-through, vertical integration, and a decentralized partnership approach, remains a powerful and often underappreciated driver of sustainable results. Supported by a strong balance sheet, disciplined leadership, and an expanding Sunbelt footprint, CPI is well-positioned to compound shareholder value through both geographic expansion and increasing operational scale. The long-term demand environment remains compelling. Growing infrastructure repair and maintenance needs, sustained population migration, economic expansion, and rising roadway capacity demands across the Sunbelt continue to create a durable and growing addressable market for our services. Against this powerful backdrop, the Board and I remain highly confident in CPI’s long-term trajectory and 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 March 31, 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
Dennard Lascar 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 March 31, For the Six Months Ended March 31,
2026 2025 2026 2025
Revenues $ 769,196  $ 571,650  $ 1,578,665  $ 1,133,230 
Cost of revenues 670,343  500,300  1,358,312  985,309 
Gross profit 98,853  71,350  220,353  147,921 
General and administrative expenses (63,596) (46,662) (125,097) (90,928)
Acquisition-related expenses (2,480) (806) (14,109) (20,358)
Gain on sale of property, plant and equipment, net 4,606  3,407  6,645  4,462 
Operating income 37,383  27,289  87,792  41,097 
Interest expense, net (25,590) (21,592) (52,960) (39,722)
Other income (expense) 276  (159) 23  262 
Income before provision for income taxes and earnings from investment in joint venture 12,069  5,538  34,855  1,637 
Provision for income taxes 2,889  1,310  8,469  461 
Loss from investment in joint venture —  (13) (1) (12)
Net income 9,180  4,215  26,385  1,164 
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on interest rate swap contract, net 58  (2,890) (1,152) (21)
Unrealized gain (loss) on restricted investments, net (158) 231  (122) (102)
Other comprehensive (loss) (100) (2,659) (1,274) (123)
Comprehensive income $ 9,080  $ 1,556  $ 25,111  $ 1,041 
Net income per share attributable to common stockholders:
Basic $ 0.16  $ 0.08  $ 0.47  $ 0.02 
  Diluted $ 0.16  $ 0.08  $ 0.47  $ 0.02 
Weighted average number of common shares outstanding:
Basic 55,917,842  55,248,526  55,860,888  54,698,442 
  Diluted 56,256,531  55,669,646  56,150,804  55,141,358 






Construction Partners, Inc.
Consolidated Balance Sheets
(in thousands, except share and per share data)

March 31, September 30,
2026 2025
ASSETS (unaudited)
Current assets:
Cash and cash equivalents $ 76,860  $ 156,062 
Restricted cash 120  2,953 
Contracts receivable including retainage, net 515,650  549,884 
Costs and estimated earnings in excess of billings on uncompleted contracts 64,539  45,340 
Inventories 176,802  155,133 
Prepaid expenses and other current assets 28,424  25,459 
Total current assets 862,395  934,831 
Property, plant and equipment, net 1,265,112  1,153,070 
Operating lease right-of-use assets 95,724  76,355 
Goodwill 1,097,535  943,309 
Intangible assets, net 76,391  79,230 
Investment in joint venture —  72 
Restricted investments 16,150  23,176 
Other assets 25,450  28,813 
Total assets $ 3,438,757  $ 3,238,856 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 290,346  $ 284,218 
Billings in excess of costs and estimated earnings on uncompleted contracts 142,185  129,300 
   Current portion of operating lease liabilities 26,807  19,867 
Current maturities of long-term debt 38,500  38,500 
Accrued expenses and other current liabilities 66,472  110,163 
Total current liabilities 564,310  582,048 
Long-term liabilities:
Long-term debt, net of current maturities and deferred debt issuance costs 1,710,699  1,573,614 
   Operating lease liabilities, net of current portion 69,461  57,201 
Deferred income taxes, net 83,543  80,079 
Other long-term liabilities 31,359  33,951 
Total long-term liabilities 1,895,062  1,744,845 
Total liabilities 2,459,372  2,326,893 
Stockholders’ equity:
Preferred stock, par value $0.001; 10,000,000 shares authorized and no shares issued and outstanding at March 31, 2026 and September 30, 2025
—  — 
Class A common stock, par value $0.001; 400,000,000 shares authorized, 48,710,906 shares issued and 47,965,450 shares outstanding at March 31, 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 March 31, 2026 and 11,463,770 shares issued and 8,538,165 shares outstanding at September 30, 2025
12  12 
Additional paid-in capital 609,457  541,179 
Treasury stock, Class A common stock, par value $0.001, at cost, 745,456 shares at March 31, 2026 and 557,119 shares at September 30, 2025
(59,770) (34,589)
Treasury stock, Class B common stock, par value $0.001, at cost, 2,932,450 shares at March 31, 2026 and 2,925,605 shares at September 30, 2025
(16,833) (16,046)
Accumulated other comprehensive income, net 3,095  4,369 
Retained earnings 443,376  416,991 
Total stockholders’ equity 979,385  911,963 
Total liabilities and stockholders’ equity $ 3,438,757  $ 3,238,856 




Construction Partners, Inc.
Consolidated Statements of Cash Flows
(in thousands)
For the Six Months Ended March 31,
2026 2025
Cash flows from operating activities:
Net income $ 26,385  $ 1,164 
Adjustments to reconcile net income to net cash, cash equivalents and restricted cash provided by operating activities:
Depreciation, depletion, accretion and amortization 91,299  68,447 
Amortization of deferred debt issuance costs 1,335  2,211 
Provision for bad debt 282  172 
Gain on sale of property, plant and equipment (6,645) (4,462)
Realized loss on sales, calls and maturities of restricted investments (12) 44 
Share-based compensation expense 22,410  18,883 
Distribution of earnings from investment in joint venture 71  — 
Loss from investment in joint venture 12 
Deferred income tax benefit 3,808  (1,480)
  Other non-cash adjustments (495) (488)
Changes in operating assets and liabilities, net of business acquisitions:
Contracts receivable including retainage 58,752  49,336 
Costs and estimated earnings in excess of billings on uncompleted contracts (16,105) (15,007)
Inventories (9,780) (4,387)
Prepaid expenses and other current assets (1,428) 5,248 
Other assets 2,108  (824)
Accounts payable (11,082) (27,606)
Billings in excess of costs and estimated earnings on uncompleted contracts 1,717  5,294 
Accrued expenses and other current liabilities (9,124) 567 
Other long-term liabilities (5,724) (827)
Net cash provided by operating activities, net of business acquisitions 147,773  96,297 
Cash flows from investing activities:
Purchases of property, plant and equipment (81,728) (68,226)
Proceeds from sale of property, plant and equipment 13,502  5,991 
Proceeds from sales, calls and maturities of restricted investments 9,449  3,940 
Business acquisitions, net of cash acquired (275,875) (828,736)
Purchase of restricted investments (2,448) (6,202)
Net cash used in investing activities (337,100) (893,233)
Cash flows from financing activities:
Proceeds from revolving credit facility 185,000  145,000 
Proceeds from issuance of long-term debt, net of debt issuance costs —  834,566 
Settlement of stock awards (2,490) — 
Repayments of long-term debt (49,250) (135,601)
Purchase of treasury stock (25,968) (20,129)
Net cash provided by financing activities 107,292  823,836 
Net change in cash, cash equivalents and restricted cash (82,035) 26,900 
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 $ 76,980  $ 103,584 
Supplemental cash flow information:
Cash paid for interest $ 51,341  $ 35,788 
Cash paid for income taxes $ 4,030  $ 1,888 
Cash paid for operating lease liabilities $ 14,705  $ 7,191 
Non-cash items:
Operating lease right-of-use assets obtained in exchange for operating lease liabilities $ 30,910  $ 20,613 
Property, plant and equipment financed with accounts payable $ 9,694  $ 6,783 
Amounts (receivable) payable to sellers in business combinations, net $ (2,064) $ 84,119 




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 March 31, 2026 and 2025
(in thousands, except percentages)
For the Three Months Ended March 31,
2026 2025
Net income $ 9,180  $ 4,215 
Interest expense, net 25,590  21,592 
Provision for income taxes 2,889  1,310 
Depreciation, depletion, accretion and amortization 46,269  37,263 
Share-based compensation expense 7,818  4,672 
Transformative acquisition expenses 1,573  221 
Adjusted EBITDA $ 93,319  $ 69,273 
Revenues $ 769,196  $ 571,650 
Adjusted EBITDA margin 12.13  % 12.12  %
Construction Partners, Inc.
Net Income to Adjusted Net Income Reconciliation
Three Months Ended March 31, 2026 and 2025
(in thousands)
For the Three Months Ended March 31,
2026 2025
Net income $ 9,180  $ 4,215 
Transformative acquisition expenses 1,573  221 
Financing fees related to transformative acquisition —  — 
Tax impact due to above reconciling items (385) (53)
Adjusted net income $ 10,368  $ 4,383 



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 $ 159,000  $ 162,000 
Interest expense, net 111,000  113,000 
Provision for income taxes 51,500  52,500 
Depreciation, depletion, accretion and amortization 188,500  192,500 
Share-based compensation expense 28,000  29,000 
Transformative acquisition expenses 14,000  15,000 
Adjusted EBITDA $ 552,000  $ 564,000 
Revenues $ 3,590,000  $ 3,650,000 
Adjusted EBITDA margin 15.38  % 15.45  %
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 $ 159,000  $ 162,000 
Transformative acquisition expenses 14,000  15,000 
Financing fees related to transformative acquisition 1,200  1,200 
Tax impact due to above reconciling items (3,800) (4,000)
Adjusted net income $ 170,400  $ 174,200