Construction Partners CEO files Form 4 with grants and tax surrenders

Rhea-AI Filing Summary

Construction Partners (ROAD) President and CEO, also a director, reported equity transactions on Form 4. On 10/17/2025, he received a grant of 4,925 Class A shares at $0 under the 2018 Equity Incentive Plan and 12,134 Class B shares under the 2024 Restricted Stock Plan, both immediately vested. On 10/20/2025, he surrendered 4,925 Class A shares at $115.01 and 3,025 Class B shares at $115.01 to satisfy tax withholding obligations tied to those vestings.

Following these transactions, he reported 40,275 Class A shares held directly and 9,333 Class A shares held indirectly via an LLC. He also reported 433,497 Class B shares held directly and 140,572 Class B shares held indirectly. Each Class B share is convertible into one Class A share and carries ten votes per share.

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

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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)
10/17/2025

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	10/17/2025		A		4,925(1)	A	$0	45,200(2)	D
Class A Common Stock	10/20/2025		F		4,925(3)	D	$115.01	40,275(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)	10/17/2025		A		12,134(6)		(5)	(5)	Class A Common Stock	12,134	$0	436,522	D
Class B Common Stock	(5)	10/20/2025		F			3,025(7)	(5)	(5)	Class A Common Stock	3,025	$115.01	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 immediately vested shares of Class A common stock, $0.001 par value ("Class A common stock"), of Construction Partners, Inc. (the "Issuer") under the Construction Partners, Inc. 2018 Equity Incentive Plan (the "Incentive Plan").

2. Includes 9,737 restricted shares of Class A common stock with time-based vesting criteria previously granted under the Incentive Plan that vest as follows: (i) 5,273 shares on September 30, 2026, (ii) 3,151 shares on September 30, 2027, and (iii) 1,313 shares on September 30, 2028. 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 surrender by the reporting person of shares of Class A common stock to the Issuer to satisfy tax withholding obligations upon the vesting of restricted shares of Class A common stock awarded to the reporting person under the Incentive Plan. Pursuant to the terms of the Incentive Plan and the applicable award agreements, the number of shares surrendered was determined using a value of $115.01 per share, the closing price for a share of Class A common stock on October 17, 2025, the vesting date.

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, $0.001 par value, 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.

6. The reported transaction represents a grant of immediately vested shares of Class B common stock under the Construction Partners, Inc. 2024 Restricted Stock Plan (the "Restricted Stock Plan").

7. The reported transaction represents the surrender by the reporting person of shares of Class B common stock to the Issuer to satisfy tax withholding obligations upon the vesting of restricted shares of Class B common stock awarded to the reporting person under the Restricted Stock Plan. Pursuant to the terms of the Restricted Stock Plan and the applicable award agreement, the number of shares surrendered was determined using a value of $115.01 per share, determined by reference to the closing price for a share of Class A common stock on October 17, 2025, the vesting date.

Remarks:

	/s/ Fred J. Smith, III	10/21/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did ROAD’s CEO report on Form 4?

He reported grants of 4,925 Class A shares and 12,134 Class B shares on 10/17/2025, plus tax-withholding surrenders of 4,925 Class A and 3,025 Class B shares on 10/20/2025.

What are the CEO’s Class A share holdings after the transactions at ROAD?

He reported 40,275 Class A shares held directly and 9,333 Class A shares held indirectly via an LLC.

What are the CEO’s Class B share holdings after the transactions at ROAD?

He reported 433,497 Class B shares held directly and 140,572 Class B shares held indirectly via an LLC.

At what price were shares valued for tax withholding surrenders?

Both the Class A and Class B surrenders used $115.01 per share, referencing the Class A closing price on October 17, 2025.

Are the ROAD Class B shares convertible, and what voting rights do they carry?

Each Class B share converts into one Class A share and carries ten votes per share.

Which plans governed the reported equity grants?

The 2018 Equity Incentive Plan for Class A and the 2024 Restricted Stock Plan for Class B.

Does the Form 4 indicate a 10b5-1 trading plan for these transactions?

The filing includes a checkbox reference to Rule 10b5-1(c); the reported transactions are grants and tax surrenders tied to vesting.