ROAD Form 4: CEO retains large convertible stake after 26,651‑share surrender

Rhea-AI Filing Summary

Fred J. Smith III, President, CEO and a director of Construction Partners, Inc. (ROAD), reported on 10/02/2025 the surrender of 26,651 shares of Class A common stock to the issuer to satisfy tax withholding on vested restricted shares, using a per‑share value of $127.00. After the reported disposition Mr. Smith directly beneficially owns 40,275 shares of Class A stock and indirectly holds an additional 9,333 Class A shares through Tar Frog Investment Management LLC, of which he is co‑manager. The filing also shows substantial convertible Class B holdings underlying 424,388 Class A shares directly and 140,572 indirectly; Class B shares convert one‑for‑one to Class A and carry 10 votes per share.

Positive

• Compliance: Reporting person surrendered shares to satisfy tax withholding upon vesting, demonstrating tax compliance
• Retained stake: After the surrender the reporting person still directly owns 40,275 Class A shares
• Substantial economic exposure: Large convertible Class B positions underlie 424,388 direct and 140,572 indirect Class A shares

Negative

• Reduction in direct Class A holdings: 26,651 shares were surrendered (disposed) from the reporting person's direct holdings
• Tax withholding cost recorded at $127.00 per share, representing cash tax settlement value used to determine surrendered shares

Insights

Corporate Governance Expert

Insider surrendered shares for tax withholding but retains significant voting and economic exposure.

The Form 4 documents a 26,651‑share surrender to satisfy tax obligations upon vesting, recorded at $127.00 per share. This is a routine, non‑cash settlement of restricted stock vesting rather than an open‑market sale.

The reporting person continues to hold 40,275 direct Class A shares plus 9,333 indirect Class A shares via Tar Frog, and large convertible Class B positions that underlie 424,388 direct and 140,572 indirect Class A shares. Because Class B shares convert one‑for‑one and carry 10 votes each, the filing indicates retained concentrated voting influence.

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).

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)
10/02/2025

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	10/02/2025		F		26,651(1)	D	$127(1)	40,275(2)	D
Class A Common Stock								9,333	I	By 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(4)							(4)	(4)	Class A Common Stock	424,388		424,388	D
Class B Common Stock	(4)							(4)	(4)	Class A Common Stock	140,572		140,572	I	By Tar Frog Investment Management LLC(3)

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 agreements, the number of shares surrendered was determined using a value of $127.00 per share, the closing price for a share of Class A common stock on September 30, 2025, the vesting date.

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 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, par value $0.001 per share, 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	10/03/2025
	** 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).
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FAQ

What did Construction Partners (ROAD) insider Fred J. Smith III report on Form 4?

He reported the surrender of 26,651 Class A shares on 10/02/2025 to satisfy tax withholding on vested restricted shares.

How many Class A shares does Fred J. Smith III own after the transaction?

He directly beneficially owns 40,275 Class A shares following the reported transaction.

Does the filing show indirect holdings through an entity?

Yes. The filing shows 9,333 Class A shares held indirectly by Tar Frog Investment Management LLC, where he serves as co‑manager.

What convertible or Class B exposure is disclosed in the Form 4?

The Form 4 reports convertible Class B interests underlying 424,388 Class A shares directly and 140,572 indirectly; Class B converts one‑for‑one and carries 10 votes per share.

At what price were the surrendered shares valued for tax withholding?

The surrendered shares were valued at the closing price of $127.00 per share on the vesting date (9/30/2025 as stated).