Annual report pursuant to Section 13 and 15(d)

Other Comprehensive Income (Loss)

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Other Comprehensive Income (Loss)
 12 Months Ended
Sep. 30, 2024
Other Comprehensive Income (Loss), Tax [Abstract]  
Other Comprehensive Income (Loss) Equity
Shares of Class A common stock and Class B common stock are identical, except with respect to voting rights, conversion rights and transfer restrictions applicable to shares of Class B common stock. The holders of Class A common stock are entitled to one vote per share, and the holders of Class B common stock are entitled to ten votes per share. The holders of Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of stockholders, including the election of directors, unless otherwise required by applicable law or the Company’s certificate of incorporation or bylaws. Shares of Class B common stock are convertible into shares of Class A common stock at any time at the option of the holder or upon any transfer, subject to certain limited exceptions. In addition, upon the election of the holders of a majority of the then-outstanding shares of Class B common stock, all outstanding shares of Class B common stock will be converted into shares of Class A common stock. Once converted into shares of Class A common stock, shares of Class B common stock will not be reissued. Class A common stock is not convertible into any other class of the Company’s capital stock.
Conversion of Class B Common Stock to Class A Common Stock
During the fiscal year ended September 30, 2024, certain stockholders of the Company converted a total of 136,813 shares of Class B common stock into shares of Class A common stock on a one-for-one basis. As of September 30, 2024, there were 43,819,102 shares of Class A common stock and 8,861,698 shares of Class B common stock outstanding.
Restricted Stock Awards
During the fiscal year ended September 30, 2024, the Company awarded a total of 165,471 shares of Class A common stock to certain members of Company management under the Construction Partners, Inc. 2018 Equity Incentive Plan (the “Equity Incentive Plan”).
Additional information about these transactions is set forth in Note 14 - Share-Based Compensation.
Treasury Stock

During the fiscal year ended September 30, 2024, the Company received a total of 33,772 shares of Class A common stock from employees for reimbursement of income taxes paid by the Company on behalf of these employees related to the vesting of restricted stock awards. The Company received another 3,349 shares of Class A common stock through forfeitures of restricted stock awards by terminated employees.

On April 12, 2024, the Company’s Board of Directors authorized a stock repurchase program under which up to $40.0 million is available to purchase shares of the Company’s outstanding Class A common stock through September 30, 2025. Shares of the Company’s 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 the Company’s 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 Company’s Class A common stock, capital allocation alternatives, general market and economic conditions and other corporate considerations. During the fiscal year ended September 30, 2024, the Company purchased 173,741 shares of Class A common stock for aggregate consideration of approximately $10.0 million through open market transactions.
Other Comprehensive Income (Loss)
Comprehensive income (loss) consists of two subsets: net income and OCI. The components of other comprehensive income (loss) are presented in the accompanying Consolidated Statements of Comprehensive Income and Consolidated Statements of Stockholders’ Equity, net of applicable taxes. The Company’s interest rate swap contract hedge included in other comprehensive income for the fiscal years ended September 30, 2024 and 2023 was entered into on July 1, 2022 with an original notional value of $300.0 million. The maturity date of this swap is June 30, 2027. The Company received a credit of $12.6 million under the “blend and extend” arrangement utilizing the fair values of the existing interest rate swap agreements at June 30, 2022.

Amounts in accumulated other comprehensive income (loss) (“AOCI”), net of tax, are as follows (in thousands):
September 30,
AOCI 2024 2023 2022
Interest rate swap contract, net of blend and extend arrangement 9,852  25,533  23,761 
Unrealized gain (loss) on available-for-sale securities 34  (848) (566)
Less tax effect of other comprehensive income (loss) items (2,384) (5,991) (5,575)
Total $ 7,502  $ 18,694  $ 17,620 

Changes in AOCI, net of tax, are as follows (in thousands):
AOCI
Balance at September 30, 2022 17,620 
Net OCI changes 1,074 
Balance at September 30, 2023 18,694 
Net OCI changes (11,192)
Balance at September 30, 2024 $ 7,502 
Amounts reclassified from AOCI to earnings, are as follows (in thousands):
2024 2023 2022
Interest (benefit) expense $ (10,630) $ (8,297) $ 468 
Realized loss on restricted investments 53  30  — 
Expense (benefit) from income taxes 2,558  1,998  (108)
Total reclassifications from AOCI to earnings $ (8,019) $ (6,269) $ 360