Construction Partners, Inc. ROAD
New risk paragraphs, branching off last year
Each branch is a paragraph in Risk Factors with nothing like it in the 10-K filed Nov 25, 2024. A box jumps to the paragraph as filed, below.
Paragraphs with nothing like them in last year's 10-K
4 paragraphs in Risk Factors of the 10-K filed Nov 25, 2025 with nothing like them in the 10-K filed Nov 25, 2024. Quoted exactly. Paragraphs that were only edited are under 10-K change.
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.
•costs of remedial measures arising from warranty obligations or failure to satisfy contractual specifications;
Our status as a public company requires us to comply with extensive regulatory and reporting obligations, which entails substantial costs and creates risks related to internal controls and investor confidence.
As a public company, we have incurred and expect to continue to incur substantial legal, accounting, auditing and other expenses associated with compliance with corporate governance requirements, including those arising from the Sarbanes‑Oxley Act of 2002 (including Section 404 thereof) and the Dodd‑Frank Act. These requirements necessitate implementing and maintaining internal controls over financial reporting, disclosure controls and procedures, and related documentation and testing, which divert management’s attention from day‑to‑day operations and increase operating costs. Compliance has made, and may continue to make, it more difficult and expensive to obtain director and officer liability insurance, potentially affecting our ability to attract and retain qualified personnel. If we fail to maintain effective internal controls, or if we or our independent auditors identify material weaknesses, our consolidated financial statements may contain material misstatements, and investors could lose confidence in our reported financial information. Such failures could materially adversely affect our stock price, liquidity, creditworthiness, ability to complete acquisitions, and results of operations.
Paragraphs in the 10-Q filed Aug 7, 2026 that were not in the one before
New in the latest 10-Q
10 paragraphs in the 10-Q filed Aug 7, 2026 with nothing like them in the 10-Q filed May 8, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
Certain amounts in prior periods have been reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported net income, total stockholders’ equity, or net cash provided by operating activities.
Read in the 10-Q
Changes in revenue billed, contract price or cost estimates 28,598 (4,087) 24,511
Read in the 10-Q
Changes in revenue billed, contract price or cost estimates 15,509 (20,037) (4,528)
Read in the 10-Q
On June 18, 2026, the parties entered into an amendment to the Term Loan B Credit Agreement that, among other things, (i) refinanced and replaced in full outstanding principal amounts under the Initial Term Loan B (the “Refinancing Term Loans”) to reduce the interest rate margins payable thereunder, as further described below, and (ii) provided for incremental term loans in the aggregate principal amount of $ 300.0 million (the “Incremental Term Loans” and, together with the Refinancing Term Loans, the “TLB Loans”).
Read in the 10-Q
(1) Includes $ 9.4 million and $ 9.8 million of transformative acquisition expenses as of June 30, 2026 and 2025, respectively, a subset of acquisition-related expenses in the Consolidated Statements of Comprehensive Income.
Read in the 10-Q
Show the other 5
The Company’s operations expose it to a variety of market risks, including the effects of changes in commodity prices. As part of its risk management process, the Company has entered into commodity swap transactions through regulated commodity exchanges. The Company does not enter into derivative financial instruments for speculative purposes. Changes in fair value of commodity swaps are recognized in earnings.
Read in the 10-Q
The membership interest purchase agreement entered into in connection with the acquisition of Ellsworth includes an earn-out provision that requires the Company to pay up to $ 10.0 million in cash to the former owners of Ellsworth based upon the extent of the acquired business’s achievement of certain annual Adjusted EBITDA targets over a five-year period ending September 30, 2031. No payment will be due if the Adjusted EBITDA targets are not achieved at a specified threshold level.
Read in the 10-Q
In connection with the acquisition, the Company issued awards under the Equity Incentive Plan to key employees of Ellsworth consisting of 20,000 shares of restricted Class A common stock, in the aggregate, having a grant date fair value of approximately $1.9 million and vesting as to one-half of the shares on each of September 30, 2030 and 2031.
Read in the 10-Q
In June 2026, we entered into an amendment to the Term Loan A / Revolver Credit Agreement that, among other things, (i) increased the Revolving Credit Facility from $500.0 million to $700.0 million and (ii) adjusted certain financial covenants. Also in June 2026, we entered into an amendment to the Term Loan B Credit Agreement that, among other things, (i) provided for the Refinancing Term Loans under the Term Loan B Credit Agreement to reduce the interest rate margins payable thereunder and (ii) provided for the Incremental Term Loans in the aggregate principal amount of $300.0 million. As of June 30, 2026, there was $1.1 billion, $570.0 million and $96.0 million of principal outstanding under the TLB Loans, the Term Loan A and the Revolving Credit Facility, respectively, and availability of $599.2 million under the Revolving Credit Facility, including a reduction for outstanding letters of credit. For further discussion regarding the amendments to the Term Loan A / Revolver Credit Agreement and the Term Loan B Credit Agreement, see Note 8 - Debt to the unaudited consolidated financial statements included elsewhere in this report.
Read in the 10-Q
Legal proceedings
As previously disclosed, Wiregrass Construction Company, Inc. (“Wiregrass”), a subsidiary of the Company, entered into a consent decree with the Environmental Protection Agency (“EPA”) in October 2025 to settle allegations by the EPA that Wiregrass violated the Clean Water Act in connection with sediment discharges from two quarries in eastern Alabama into nearby waterways. On July 14, 2026, the EPA and Alabama Department of Environmental Management filed suit in the United States District Court for the Middle District of Alabama seeking judicial approval of the consent decree. Subject to approval by the court, Wiregrass has agreed to (i) pay a civil penalty of $450,000, (ii) remediate the conditions on the property giving rise to the discharge and (iii) monitor the sites for a period of time following completion of the remediation. The total cost of the remedial and preventative measures cannot be estimated with reasonable certainty but is expected to be covered in whole or significant part by the Company’s preexisting insurance policies.
Read in the 10-Q
The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Aug 7, 2026 against Item 1A of the 10-K filed Nov 25, 2025.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted).
Text on the page, not a score; each links to the filing at sec.gov.
What was taken out
10 paragraphs of last year's Risk Factors with nothing like them now. The longest are quoted.
Sources
Item 1A of each 10-K and 10-Q on EDGAR, quoted exactly. Each paragraph links to the filing at sec.gov.
Also
10-K change: what was reworded or cut, section by section.
Work with it
Excel workbook · CSV. Google Sheet that stays up to date: paste =IMPORTDATA("https://tickdelta.com/company/ROAD/export.csv") into a cell.