Quarterly report pursuant to Section 13 or 15(d)

Equity

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Equity
 3 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Equity 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 three months ended December 31, 2024, certain stockholders of the Company converted a total of 154,242 shares of Class B common stock into shares of Class A common stock on a one-for-one basis. As of December 31, 2024, there were 47,158,599 shares of Class A common stock and 8,765,803 shares of Class B common stock outstanding.
Issuance of Class A Common Stock
During the three months ended December 31, 2024, the Company issued 3,000,000 shares of Class A common stock in connection with the Lone Star Acquisition. Additional information about the Lone Star Acquisition is set forth in Note 4 - Business Acquisition.
Treasury Stock
During the three months ended December 31, 2024, the Company received a total of 146,761 shares of Class A common stock and 2,653 shares of Class B 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 and 1,635 shares of Class A common stock through forfeitures of unvested restricted stock awards by terminated employees.
Restricted Stock Awards
During the three months ended December 31, 2024, the Company awarded to certain directors, officers, employees and consultants of the Company a total of 196,793 restricted shares of Class A common stock under the Construction Partners, Inc. 2018 Equity Incentive Plan (the “Equity Incentive Plan”). The total includes 180,000 restricted shares of Class A common stock awarded to certain key employees of Lone Star Paving.
Performance Stock Units
During the three months ended December 31, 2024, the Company issued a total of 136,917 shares of Class A common stock in settlement of vested performance stock units (“PSUs”) under the Equity Incentive Plan and 61,000 shares of Class B common stock under the Construction Partners, Inc. 2024 Restricted Stock Plan (the “Restricted Stock Plan”). The total includes a transaction bonus for Lone Star Paving of 79,000 shares of Class A common stock and 61,000 shares of Class B common stock awarded to certain officers, directors, key contractors and employees of the Company.
Additional information about these transactions is set forth in Note 13 - Share-Based Compensation.
Other Comprehensive Income (Loss)
Comprehensive income comprises two subsets: net income (loss) and OCI. The components of OCI are presented in the accompanying Consolidated Statements of Comprehensive Income (Loss) and Consolidated Statements of Stockholders’ Equity, net of applicable taxes. The Company’s interest rate swap contract hedge included in other comprehensive income (loss) 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.
Amounts in accumulated other comprehensive income (loss) (“AOCI”), net of tax, at December 31, 2024 and September 30, 2024, were as follows (in thousands):

AOCI December 31, 2024 (unaudited) September 30, 2024
Interest rate swap contract, net of blend and extend arrangement $ 13,704  $ 9,852 
Unrealized gain (loss) on available-for-sale securities (387) 34 
Less tax effect of other comprehensive income (loss) items (3,279) (2,384)
Total 10,038  7,502 

Changes in AOCI, net of tax, are as follows (in thousands):

AOCI
Balance at September 30, 2024 $ 7,502 
Net OCI changes 2,536 
Balance at December 31, 2024 (unaudited) $ 10,038 

AOCI
Balance at September 30, 2023 $ 18,694 
Net OCI changes (6,705)
Balance at December 31, 2023 (unaudited) $ 11,989 

Amounts reclassified from AOCI to earnings are as follows (unaudited, in thousands):
For the Three Months Ended December 31,
2024 2023
Interest expense (benefit) $ (2,185) $ (2,638)
Realized loss on restricted investments 19  23 
Expense (benefit) from income taxes 524  649 
Total reclassifications from AOCI to earnings $ (1,642) $ (1,966)