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ROAD CEO holds 59,996 Class A direct; 9,333 indirect after grants

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Construction Partners (ROAD) reported insider equity changes for President and CEO, Director Fred J. Smith, III. On 11/04/2025, he received 3,816 restricted Class A shares at $0, vesting in four equal installments on September 30, 2026, 2027, 2028, and 2029. He also received 15,905 Class A shares issued upon settlement of previously granted PSUs tied to performance over the fiscal years ended September 30, 2023, 2024, and 2025.

Following these transactions, he beneficially owns 59,996 Class A shares directly and 9,333 Class A shares indirectly via Tar Frog Investment Management LLC. He also holds 433,497 Class B shares directly and 140,572 Class B shares indirectly, each convertible into one Class A share. Class A carries one vote per share; Class B carries ten votes per share.

Positive

  • None.

Negative

  • None.
Insider Smith Fred Julius III
Role President and CEO
Type Security Shares Price Value
Grant/Award Class A Common Stock 3,816 $0.00 --
Grant/Award Class A Common Stock 15,905 $0.00 --
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 44,091 shares (Direct); Class B Common Stock — 433,497 shares (Direct); Class B Common Stock — 140,572 shares (Indirect, By Tar Frog Investment Management LLC); Class A Common Stock — 9,333 shares (Indirect, By Tar Frog Investment Management LLC)
Footnotes (1)
  1. The reported transaction represents a grant of restricted shares of Class A common stock, par value $0.001 ("Class A common stock"), of Construction Partners, Inc. (the "Issuer") with time-based vesting criteria under the Construction Partners, Inc. 2018 Equity Incentive Plan (the "Plan"). The shares of Class A common stock subject to the reported award vest in one-fourth installments on September 30, 2026, 2027, 2028 and 2029. Under the terms of the award agreement, the reporting person has sole voting power with respect to the shares. Includes 13,553 restricted shares of Class A common stock with time-based vesting criteria previously granted under the Plan that vest as follows: (i) 6,227 shares on September 30, 2026, (ii) 4,105 shares on September 30, 2027, (iii) 2,267 shares on September 30, 2028, and (iv) 954 shares on September 30, 2029. Under the terms of the respective award agreements, the reporting person has sole voting power with respect to the reported shares. The reported transaction represents the issuance of shares of Class A common stock in settlement of performance-based restricted stock units ("PSUs") previously granted to the reporting person under the Plan. The PSUs vested in a single lump-sum based on the satisfaction by the Issuer of certain performance criteria for the three-year period comprising the fiscal years ended September 30, 2023, 2024 and 2025. The reported shares are held by a limited liability company for which the reporting person serves as co-manager, and, in such capacity, shares the power to vote and direct the disposition of the shares. Each share of Class B common stock, par value $0.001, of the Issuer ("Class B common stock") is convertible into one share of Class A common stock (i) at any time at the option of the holder or (ii) upon any transfer, except for certain transfers described in the Issuer's amended and restated certificate of incorporation. 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. The holders of Class A common stock and Class B common stock vote as a single class on all matters submitted to a vote of stockholders. The holders of Class A common stock are entitled to one vote per share, and the holders of the Class B common stock are entitled to 10 votes per share. The shares of Class B common stock do not expire.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Smith Fred Julius III
(Last) (First) (Middle)
290 HEALTHWEST DRIVE
SUITE 2
(Street)
DOTHAN AL 36303
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Construction Partners, Inc. [ ROAD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/04/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 11/04/2025 A 3,816(1) A $0 44,091(2) D
Class A Common Stock 11/04/2025 A 15,905(3) A $0 59,996(2) D
Class A Common Stock 9,333 I By Tar Frog Investment Management LLC(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (5) (5) (5) Class A Common Stock 433,497 433,497 D
Class B Common Stock (5) (5) (5) Class A Common Stock 140,572 140,572 I By Tar Frog Investment Management LLC(4)
Explanation of Responses:
1. The reported transaction represents a grant of restricted shares of Class A common stock, par value $0.001 ("Class A common stock"), of Construction Partners, Inc. (the "Issuer") with time-based vesting criteria under the Construction Partners, Inc. 2018 Equity Incentive Plan (the "Plan"). The shares of Class A common stock subject to the reported award vest in one-fourth installments on September 30, 2026, 2027, 2028 and 2029. Under the terms of the award agreement, the reporting person has sole voting power with respect to the shares.
2. Includes 13,553 restricted shares of Class A common stock with time-based vesting criteria previously granted under the Plan that vest as follows: (i) 6,227 shares on September 30, 2026, (ii) 4,105 shares on September 30, 2027, (iii) 2,267 shares on September 30, 2028, and (iv) 954 shares on September 30, 2029. Under the terms of the respective award agreements, the reporting person has sole voting power with respect to the reported shares.
3. The reported transaction represents the issuance of shares of Class A common stock in settlement of performance-based restricted stock units ("PSUs") previously granted to the reporting person under the Plan. The PSUs vested in a single lump-sum based on the satisfaction by the Issuer of certain performance criteria for the three-year period comprising the fiscal years ended September 30, 2023, 2024 and 2025.
4. The reported shares are held by a limited liability company for which the reporting person serves as co-manager, and, in such capacity, shares the power to vote and direct the disposition of the shares.
5. Each share of Class B common stock, par value $0.001, of the Issuer ("Class B common stock") is convertible into one share of Class A common stock (i) at any time at the option of the holder or (ii) upon any transfer, except for certain transfers described in the Issuer's amended and restated certificate of incorporation. 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. The holders of Class A common stock and Class B common stock vote as a single class on all matters submitted to a vote of stockholders. The holders of Class A common stock are entitled to one vote per share, and the holders of the Class B common stock are entitled to 10 votes per share. The shares of Class B common stock do not expire.
Remarks:
/s/ Fred J. Smith, III 11/06/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did ROAD disclose for the CEO?

3,816 restricted Class A shares were granted at $0 and 15,905 Class A shares were issued from PSU settlement on 11/04/2025.

When do the new restricted shares for ROAD’s CEO vest?

They vest in one-fourth installments on September 30, 2026, 2027, 2028, and 2029.

How many Class A shares does the ROAD CEO own after the transactions?

He holds 59,996 Class A shares directly and 9,333 Class A shares indirectly via Tar Frog Investment Management LLC.

What performance period did the PSUs cover for ROAD?

The PSUs vested based on performance over fiscal years ended September 30, 2023, 2024, and 2025.

What Class B holdings does the ROAD CEO report and how are they treated?

He reports 433,497 Class B shares directly and 140,572 Class B indirectly; each is convertible 1:1 into Class A. Class B has 10 votes/share.

Does the CEO have voting power over the new restricted shares?

Yes. The award agreement grants the reporting person sole voting power over the restricted shares.