Construction Partners, Inc. filed a Form 8-K on August 10, 2026, disclosing a Nasdaq listing compliance deficiency stemming from the death of an independent director, and separately reporting the issuance of 619,000 restricted shares of Class B common stock to employees.

Key Highlights

  • Director death triggers compliance gap: The death of independent director and Audit Committee member Michael H. McKay reduced the Audit Committee to two independent directors, falling below the Nasdaq-required minimum of three.
  • Cure period invoked: The company disclosed it intends to rely on the cure period under Nasdaq Listing Rule 5605(c)(4)(B), which runs until the earlier of the company's next annual stockholder meeting or July 22, 2027.
  • New director search underway: According to the filing, the Board will begin identifying and selecting a new independent director "as soon as practicable."
  • 619,000 restricted shares issued: On August 6, 2026, the company issued 619,000 restricted shares of Class B common stock, $0.001 par value, to certain employees under the Construction Partners, Inc. 2024 Restricted Stock Plan.
  • Single-tranche vesting in 2030: The restricted shares vest in full as a single tranche for each recipient on September 30, 2030, subject to continued service through that date.
  • Shares issued under exemption: The Class B restricted shares were not registered under the Securities Act of 1933 and were issued in reliance on Section 4(a)(2) and/or Regulation D.

Construction Partners Discloses Audit Committee Vacancy and Restricted Stock Grant

Construction Partners, Inc. (ROAD, listed on The Nasdaq Stock Market LLC) disclosed in its August 10, 2026 Form 8-K that the death of Michael H. McKay, an independent director and Audit Committee member, has left the Audit Committee with only two independent directors. The filing states this renders the company "not compliant with Nasdaq Listing Rule 5605(c)(2)(A)," which mandates a minimum of three independent directors on the Audit Committee. The company notified Nasdaq of the deficiency on August 10, 2026.

According to the filing, the company intends to rely on the cure period established under Nasdaq Listing Rule 5605(c)(4)(B). That cure period is defined in the filing as "the earlier of the Company's next annual meeting of stockholders or July 22, 2027." The Board has stated it will begin the process of identifying and selecting a qualified independent director as soon as practicable and that the company "intends to regain compliance with Nasdaq Listing Rule 5605(c)(2)(A) within the cure period." The filing notes that statements regarding the appointment of a new director and the intent to regain compliance are forward-looking statements subject to risks and uncertainties as described in the company's cautionary language.

Separately, the filing reported that on August 6, 2026, following approval by the Compensation Committee, the company issued 619,000 restricted shares of Class B common stock under the 2024 Restricted Stock Plan to certain employees. The shares carry time-based vesting criteria and are scheduled to vest in full as a single tranche on September 30, 2030, contingent on each recipient's continued service through that date. The company also disclosed it issued a press release on August 10, 2026 honoring the life and contributions of Mr. McKay, furnished as Exhibit 99.1 to the filing.

What Was Disclosed

Construction Partners reported a Nasdaq Audit Committee compliance deficiency following the death of director Michael H. McKay, invoked the applicable cure period through July 22, 2027, and disclosed the issuance of 619,000 restricted Class B common shares to employees vesting September 30, 2030.