Construction Partners Reports Audit Committee Noncompliance After Director's Death

What Happened
Construction Partners, Inc. (NASDAQ: ROAD) filed an 8-K on August 10, 2026, notifying Nasdaq that the death of independent director Michael H. McKay reduced its Audit Committee to two independent directors, causing noncompliance with Nasdaq Listing Rule 5605(c)(2)(A) (which requires at least three independent directors). The Company told Nasdaq it will rely on the cure period under Nasdaq Listing Rule 5605(c)(4)(B) — generally the earlier of its next annual meeting of stockholders or July 22, 2027 — and will begin the process to identify and appoint a new independent director. The filing also discloses that on August 6, 2026 the Company issued 619,000 restricted shares of Class B common stock to employees under the 2024 Restricted Stock Plan; those shares vest in full on September 30, 2030 and were issued as unregistered securities relying on Section 4(a)(2) and/or Regulation D exemptions. A press release honoring Mr. McKay was furnished as Exhibit 99.1.

Key Details

• Audit Committee reduced to two independent directors following the death of Michael H. McKay; Company notified Nasdaq on August 10, 2026.
• Company intends to cure the noncompliance by appointing a new independent director within the cure period (earlier of next annual meeting or July 22, 2027).
• On August 6, 2026, 619,000 restricted Class B shares were issued to employees under the 2024 Restricted Stock Plan; vesting date is September 30, 2030.
• The restricted shares were unregistered and issued under exemptions from the Securities Act (Section 4(a)(2) and/or Reg D). A condolence press release dated August 10, 2026 was furnished as Exhibit 99.1.

Why It Matters
For investors, the primary near-term issue is Nasdaq compliance: the company is currently noncompliant with the Audit Committee independence rule but has notified Nasdaq and intends to use the provided cure period to regain compliance. Failure to appoint a qualifying independent director within the cure period could lead to further Nasdaq action. The issuance of 619,000 restricted shares is a longer-term compensation event (vesting in 2030) that may increase outstanding shares when vested; the shares were issued using standard private-exemption procedures. The press release memorializing Mr. McKay is informational and does not raise new financial disclosures.