STOCK TITAN

Construction Partners CEO surrenders 2,903 shares

The president and CEO’s reported Class B holdings carry 10 votes per share and convert one-for-one into Class A common stock.

(High)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
4

Rhea-AI Filing Summary

Construction Partners, Inc. (ROAD) President and CEO Fred Julius Smith III surrendered 2,903 Class A shares to the company on October 2, 2026, to satisfy tax withholding obligations upon restricted-share vesting. The shares were valued using $90.03 per share, the closing price on September 30, 2026, the vesting date. Smith reported 10,650 Class A shares held directly afterward, including 7,326 restricted shares scheduled to vest in tranches on September 30, 2027, September 30, 2028, and September 30, 2029.

Insights

Analyzing...

Insider Smith Fred Julius III
Role President and CEO
Type Security Shares Price Value
Tax Withholding Class A Common Stock F1, F2 2,903 $90.03 $261K
holding Class B Common Stock F4, F5 -- -- --
holding Class B Common Stock F4, F3 -- -- --
holding Class B Common Stock F4, F6 -- -- --
holding Class A Common Stock F3 -- -- --
Holdings After Transaction: Class A Common Stock — 10,650 shares (Direct); Class B Common Stock — 427,155 contracts (Direct); Class B Common Stock — 140,572 contracts (Indirect, By Tar Frog Investment Management LLC); Class B Common Stock — 60,000 contracts (Indirect, By FJS3 ROADventure, LLC); Class A Common Stock — 9,333 shares (Indirect, By Tar Frog Investment Management LLC)
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 7,326 restricted shares of Class A common stock with time-based vesting criteria previously granted under the Incentive Plan that vest as follows: (i) 4,105 shares on September 30, 2027, (ii) 2,267 shares on September 30, 2028, and (iii) 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. F3. 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.
  4. F4. 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.
  5. F5. Includes 50,000 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.
  6. F6. The reported shares are held by a limited liability company for which the reporting person serves as the sole manager, and, in such capacity, has the sole power to vote and direct the disposition of the shares.
Class A shares surrendered 2,903 shares For tax withholding on October 2, 2026
Value used per share $90.03 per share Closing price on September 30, 2026, used to determine shares surrendered
Class A shares held directly 10,650 shares Reported after the transaction on October 2, 2026
Restricted Class A shares 7,326 shares Included in direct holdings; vesting dates are September 30, 2027, September 30, 2028, and September 30, 2029
Class B shares held directly 427,155 shares Reported after the transaction on October 2, 2026
Class B shares held by Tar Frog Investment Management LLC 140,572 shares Reported indirect holding on October 2, 2026
Class B shares held by FJS3 ROADventure, LLC 60,000 shares Reported indirect holding on October 2, 2026
tax withholding obligations financial
"to satisfy tax withholding obligations"
time-based vesting criteria financial
"with time-based vesting criteria"
convertible technical
"is convertible into one share of Class A common stock"
A convertible is a type of investment that starts as a loan or preferred stake (like a bond or preferred share) but can be exchanged for common shares of the company at a set price or under certain conditions. It matters to investors because it offers a mix of steady income and downside protection like a loan, plus the upside of stock ownership if the company does well—similar to holding a coupon that you can trade for a full ticket if the event becomes valuable.

FAQ

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

How many ROAD shares did Fred Julius Smith III surrender for tax withholding?

Fred Julius Smith III surrendered 2,903 Class A shares on October 2, 2026, to satisfy tax withholding obligations upon vesting. The share count was determined using $90.03 per share, the closing price on September 30, 2026, the vesting date.

How many votes do ROAD Class B shares carry?

Each Class B share carries 10 votes, while each Class A share carries one vote. Holders of both classes vote as a single class on matters submitted to stockholders.

What Class B holdings did Fred Julius Smith III report?

Smith reported 427,155 Class B shares held directly. Tar Frog Investment Management LLC held 140,572 Class B shares, with Smith serving as co-manager and sharing voting and disposition power; FJS3 ROADventure, LLC held 60,000, with Smith as sole manager and sole voting and disposition power.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
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*
Smith Fred Julius III

(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)
XDirector10% Owner
XOfficer (give title below)XOther (specify below)
President and CEOMember of 10% Owner Group
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 Stock10/02/2026F2,903(1)D$90.03(1)10,650(2)D
Class A Common Stock9,333IBy Tar Frog Investment Management LLC(3)
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(4) (4) (4)Class A Common Stock427,155427,155(5)D
Class B Common Stock(4) (4) (4)Class A Common Stock140,572140,572IBy Tar Frog Investment Management LLC(3)
Class B Common Stock(4) (4) (4)Class A Common Stock60,00060,000IBy FJS3 ROADventure, LLC(6)
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 7,326 restricted shares of Class A common stock with time-based vesting criteria previously granted under the Incentive Plan that vest as follows: (i) 4,105 shares on September 30, 2027, (ii) 2,267 shares on September 30, 2028, and (iii) 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 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.
4. 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.
5. Includes 50,000 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.
6. The reported shares are held by a limited liability company for which the reporting person serves as the sole manager, and, in such capacity, has the sole power to vote and direct the disposition of the shares.
Remarks:
/s/ Fred J. Smith, III10/06/2026
** 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)

Keep reading