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
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | Class A Common Stock | 26,651 | $127.00 | $3.38M |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (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. 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. 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 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.
