株探米国株
エドガーで原本を確認する
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**
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



EX-99.1 2 exhibit991_earnings06302026.htm EX-99.1 Document

Exhibit 99.1
capturea03.jpg
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 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