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Construction Partners counsel surrenders 774 shares

The share count was set using the $90.03 closing price on the September 30 vesting date.

(Neutral)

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Form Type
4

Rhea-AI Filing Summary

Construction Partners, Inc. reported that SVP and General Counsel Judson Ryan Brooks surrendered 774 shares of Class A common stock to the company on October 2, 2026, to satisfy tax withholding obligations upon vesting of previously awarded restricted shares. The share count was determined using $90.03 per share, the closing price on September 30, 2026, the vesting date. After the transaction, Brooks directly held 24,701 Class A shares; his reported direct positions also included 52,458 Class B shares and 819 cash-settled RSUs.

Insider Brooks Judson Ryan
Role SVP and General Counsel
Type Security Shares Price Value
Tax Withholding Class A Common Stock F1, F2 774 $90.03 $70K
holding Class B Common Stock F3, F4 -- -- --
holding Restricted Stock Units F5, F6 -- -- --
Holdings After Transaction: Class A Common Stock — 24,701 shares (Direct); Class B Common Stock — 52,458 contracts (Direct); Restricted Stock Units — 819 contracts (Direct)
Footnotes (6)
  1. F1. The reported transaction represents the surrender by the reporting person of shares of Class A common stock, $0.001 par value ("Class A common stock"), of Construction Partners, Inc. (the "Issuer") to the Issuer to satisfy tax withholding obligations upon the vesting of restricted shares of Class A common stock previously awarded to the reporting person under the Construction Partners, Inc. 2018 Equity Incentive Plan (the "Incentive Plan"). Pursuant to the terms of the Incentive Plan and the applicable award agreement, the number of shares surrendered was determined using a value of $90.03 per share, the closing price for a share of Class A common stock on September 30, 2026, the vesting date.
  2. F2. Includes 1,890 restricted shares of Class A common stock with time-based vesting criteria previously granted under the Incentive Plan that vest as follows: (i) 926 shares on September 30, 2027, (ii) 607 shares on September 30, 2028, and (iii) 357 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. F3. Each share of Class B common stock, $0.001 par value ("Class B common stock"), of the Issuer 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.
  4. F4. Includes 40,000 restricted shares of Class B common stock with time-based vesting criteria previously granted to the reporting person under the Construction Partners, Inc. 2024 Restricted Stock Plan that vest as a single tranche on September 30, 2030, subject to the reporting person's continued service with the Issuer through such date.
  5. F5. Each restricted stock unit ("RSU") represents a contingent right to receive cash in an amount equal to the value of one share of Class A common stock on the applicable vesting date. The RSUs do not expire.
  6. F6. Includes 819 cash-settled RSUs with time-based vesting criteria previously granted to the reporting person under the Incentive Plan that vest as follows, in each case, subject to the reporting person's continued service with the Issuer through the applicable vesting date: (i) 569 RSUs on September 30, 2027, and (ii) 250 RSUs on September 30, 2028.
Class A shares surrendered for tax withholding 774 shares October 2, 2026
Value used to determine surrendered shares $90.03 per share Closing price on September 30, 2026, the vesting date
Class A shares held after transaction 24,701 shares Direct holdings after the October 2, 2026 transaction
Class B shares held 52,458 shares Direct holdings reported after the October 2, 2026 transaction
Cash-settled RSUs 819 RSUs Direct position reported after the October 2, 2026 transaction
tax withholding obligations financial
"to satisfy tax withholding obligations"
restricted stock unit financial
"Each restricted stock unit ("RSU") represents a contingent right"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
cash-settled RSUs financial
"Includes 819 cash-settled RSUs"
time-based vesting criteria financial
"with time-based vesting criteria"
convertible into one share of Class A common stock financial
"Each share of Class B common stock is convertible into one share of Class A common stock"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many ROAD shares did Judson Ryan Brooks surrender, and why?

Brooks surrendered 774 shares of Class A common stock to Construction Partners on October 2, 2026, to satisfy tax withholding obligations upon vesting of previously awarded restricted shares. The share count was determined using $90.03 per share, the closing price on September 30, 2026, the vesting date.

What voting and conversion rights are reported for ROAD Class B shares?

Each Class B share is convertible into one Class A share at the holder’s option at any time or upon transfer, subject to exceptions for certain transfers. Class A and Class B holders vote as a single class; Class B shares carry 10 votes per share, compared with one vote per Class A share. Holders of a majority of Class B shares may elect to convert all outstanding Class B shares.

When do Judson Ryan Brooks’s ROAD cash-settled RSUs vest?

The 819 cash-settled RSUs vest in two groups: 569 on September 30, 2027, and 250 on September 30, 2028. Each vesting is subject to Brooks’s continued service with the company through the applicable date.

When do Brooks’s restricted ROAD Class B shares vest?

The 40,000 restricted Class B shares vest as a single tranche on September 30, 2030, subject to Brooks’s continued service with the company through that date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Brooks Judson Ryan

(Last)(First)(Middle)
290 HEALTHWEST DRIVE, SUITE 2

(Street)
DOTHAN ALABAMA 36303

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Construction Partners, Inc. [ ROAD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP and General Counsel
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/02/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock10/02/2026F774(1)D$90.03(1)24,701(2)D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock(3) (3) (3)Class A Common Stock52,45852,458(4)D
Restricted Stock Units(5) (5) (5)Class A Common Stock819819(6)D
Explanation of Responses:
1. The reported transaction represents the surrender by the reporting person of shares of Class A common stock, $0.001 par value ("Class A common stock"), of Construction Partners, Inc. (the "Issuer") to the Issuer to satisfy tax withholding obligations upon the vesting of restricted shares of Class A common stock previously awarded to the reporting person under the Construction Partners, Inc. 2018 Equity Incentive Plan (the "Incentive Plan"). Pursuant to the terms of the Incentive Plan and the applicable award agreement, the number of shares surrendered was determined using a value of $90.03 per share, the closing price for a share of Class A common stock on September 30, 2026, the vesting date.
2. Includes 1,890 restricted shares of Class A common stock with time-based vesting criteria previously granted under the Incentive Plan that vest as follows: (i) 926 shares on September 30, 2027, (ii) 607 shares on September 30, 2028, and (iii) 357 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. Each share of Class B common stock, $0.001 par value ("Class B common stock"), of the Issuer 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.
4. Includes 40,000 restricted shares of Class B common stock with time-based vesting criteria previously granted to the reporting person under the Construction Partners, Inc. 2024 Restricted Stock Plan that vest as a single tranche on September 30, 2030, subject to the reporting person's continued service with the Issuer through such date.
5. Each restricted stock unit ("RSU") represents a contingent right to receive cash in an amount equal to the value of one share of Class A common stock on the applicable vesting date. The RSUs do not expire.
6. Includes 819 cash-settled RSUs with time-based vesting criteria previously granted to the reporting person under the Incentive Plan that vest as follows, in each case, subject to the reporting person's continued service with the Issuer through the applicable vesting date: (i) 569 RSUs on September 30, 2027, and (ii) 250 RSUs on September 30, 2028.
Remarks:
/s/ Judson Ryan Brooks10/06/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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