Share-Based Compensation

9 Months Ended

Jun. 30, 2026

Share-Based Payment Arrangement [Abstract]

The Equity Incentive Plan was initially approved by the Company’s stockholders in 2016, was amended and restated in April 2018, and was further amended in May 2019. In connection with the 2018 amendment and restatement, the Company reserved 2,000,000 shares of Class A common stock for issuance pursuant to awards granted thereunder. In March 2024, the Company’s stockholders approved an increase in such share reserve by an additional 1,000,000 shares. At June 30, 2026, there were 600,177 shares of Class A common stock remaining available for issuance under the Equity Incentive Plan.

The Restricted Stock Plan was approved by the Company’s stockholders and adopted by the Company in March 2024. At the time, the Company reserved 2,000,000 shares of Class B common stock for issuance pursuant to awards granted thereunder. At June 30, 2026, there were 1,843,202 shares of Class B common stock remaining available for issuance under the Restricted Stock Plan.

The following table summarizes the components of share-based compensation expense in the Consolidated Statements of Comprehensive Income during the three and nine months ended June 30, 2026 and 2025 (unaudited, in thousands):


	For the Three Months Ended June 30,
	2026		2025
Equity classified awards	$	6,053	$	3,904
Liability classified awards	1,940		4,076
Employee stock purchase plan	249		584
Total share-based compensation expense	$	8,242	$	8,564


	For the Nine Months Ended June 30,
	2026		2025
Equity classified awards(1)	$	26,110	$	20,947
Liability classified awards	4,293		5,916
Employee stock purchase plan	792		1,098
Total share-based compensation expense	$	31,195	$	27,961

(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.

Restricted Stock - Equity Classified Awards

The Company measures and recognizes stock-based compensation expense, net of forfeitures, over the requisite vesting periods for all stock-based payment awards made, and recognizes forfeitures as they occur. Stock-based compensation is included in general and administrative expenses in the Consolidated Statements of Comprehensive Income. A summary of the changes in the Company’s restricted stock is as follows (in thousands, except share data):


	For the Nine Months Ended June 30,
	2026			2025
	RSUs		Weighted Average Grant Date Fair Value Per RSU	RSUs		Weighted Average Grant Date Fair Value Per RSU
Unvested shares, beginning balance	478,611		70.36	509,171		31.59
Shares awarded	222,533		113.42	381,995		78.61
Shares vested	(81,785)		115.01	(59,295)		47.82
Shares forfeited	(5,795)		107.57	(20,263)		30.50
Unvested shares, ending balance	613,564		79.20	811,608		52.58

Aggregate grant date fair value of shares awarded	$	25,240		$	30,027
Compensation expense recorded upon vesting of awards	$	21,184		$	8,236
Unrecognized compensation expense at fiscal year-end	$	28,720		$	27,638
Weighted average recognition period remaining, in years	3.46			3.96

The restricted shares granted under the Equity Incentive Plan will vest, as applicable, as follows:


Fiscal Year						Number of Shares

2026						105,350
2027						91,491
2028						173,903
2029						193,229
2030						49,591
Total						613,564

Performance Stock Units - Equity Classified Awards

PSUs provide for the issuance of shares of Class A common stock upon vesting, which occurs at the end of the performance period based on achievement of certain Company performance metrics established by the Compensation Committee. The final number of shares of common stock issuable upon vesting of PSUs can range from 0% to 150% of the target number of PSUs initially granted, depending on the level of achievement, as determined by the Compensation Committee. The achievement of performance goals is modified by the total stockholder return ranking of the Company against the Russell 2000 Index over the performance period and can increase or decrease the achieved award by up to 15%. With respect to certain outstanding PSUs, the Compensation Committee may, in its sole discretion, elect to settle all or a portion of vested PSUs in the form of cash, rather than common stock. The Company recognizes expense, net of estimated forfeitures, for PSUs based on the forecasted achievement of Company performance metrics, multiplied by the fair value of the total number of shares of common stock that the Company anticipates will be issued based on such achievement.

During the nine months ended June 30, 2026, the Company awarded PSUs representing a target of 55,732 Class A shares to certain members of Company management under the Equity Incentive Plan. These grants are classified as equity awards. The aggregate grant date fair value of these PSU awards was $5.0 million. Compensation expense associated with PSUs was $1.7 million and $1.1 million for the three months ended June 30, 2026 and 2025, respectively, and $5.0 million and $2.8 million for the nine months ended June 30, 2026 and 2025, respectively. Compensation expense is reflected as general and administrative expenses in the Consolidated Statements of Comprehensive Income. At June 30, 2026, the Company forecasted 274,412 shares of Class A common stock underlying PSUs as unvested and approximately $8.4 million of unrecognized compensation expense related to PSU awards, which will be recognized over a remaining weighted-average period of 1.7 years. During the nine months ended June 30, 2026, 127,317 shares of Class A common stock were issued upon the vesting of PSUs.

Cash-Settled Restricted Stock Units - Liability Classified Awards

The Company has previously granted cash-settled restricted stock units (“RSUs”) to employees of the Company under the Equity Incentive Plan. The Company elects to account for forfeitures as they occur. Compensation expense associated with prior awards was $1.9 million and $4.1 million for the three months ended June 30, 2026 and 2025, respectively, and $4.3 million and $5.9 million for the nine months ended June 30, 2026 and 2025, respectively. Compensation expense is reflected as general and administrative expenses in the Consolidated Statements of Comprehensive Income. As of June 30, 2026 and 2025, the liability for cash-settled RSUs was $11.2 million and $7.7 million, respectively, and is included in accrued expenses and other current liabilities and other long-term liabilities. At June 30, 2026, there was approximately $4.2 million of unrecognized compensation expense related to these awards, which will be recognized over a remaining weighted-average period of 1.9 years.

The grant date fair value of cash-settled RSU awards is based on the price of the Company’s Class A common stock and the number of RSUs awarded on the date of grant. The awards are settled in cash and are accounted for as liability-type awards. The expense is recognized over the requisite service period, with remeasurement at the end of each reporting period at fair value until settlement. The requisite service period is based on the vesting provisions of the awards, which generally occurs in four equal annual installments beginning on the date of the first fiscal year-end after the grant date.

Employee Stock Purchase Plan

The Construction Partners, Inc. Employee Stock Purchase Plan (the “ESPP”) became effective on May 13, 2021. The ESPP provides eligible employees of the Company an opportunity to purchase shares of the Company’s Class A common stock at a discounted rate using funds withheld through payroll deductions. The maximum number of shares of Class A common stock offered under the ESPP is 1,000,000. The first offering period under the ESPP commenced on July 1, 2023. Since that date, participants have purchased 140,498 shares under the ESPP. Compensation expense associated with the ESPP was $0.2 million and $0.6 million for the three months ended June 30, 2026 and 2025, respectively, and $0.8 million and $1.1 million for the nine months ended June 30, 2026 and 2025, respectively. Compensation expense is included in general and administrative expenses in the Consolidated Statements of Comprehensive Income.