ROAD CEO logs Class A–Class B exchange, conversion and gift

Rhea-AI Filing Summary

Construction Partners, Inc. (ROAD) President and CEO, who also serves as a director, reported several share movements involving Class A and Class B common stock. On 11/24/2025, he entered a privately negotiated exchange of 33,658 shares of Class A common stock for an equal number of Class B shares with another Class B holder, with no sale price and no profit realized, and he agreed to voluntarily disgorge to the company any profits from matchable transactions within six months of these trades.

On 11/25/2025, he voluntarily converted 30,000 shares of Class B common stock into 30,000 shares of Class A on a one-for-one basis, as permitted by the company’s charter, and donated 30,000 Class A shares to a charitable donor-advised fund. Following these transactions, he directly holds 13,553 Class A shares, all of which are restricted, and indirectly holds additional Class A interests through Tar Frog Investment Management LLC, which he co-manages. Each Class B share is convertible into one Class A share and carries ten votes per share versus one vote for Class A.

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

OMB APPROVAL

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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)
11/24/2025

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	11/24/2025		J(1)		33,658	D	$0(1)	13,553(2)	D
Class A Common Stock	11/25/2025		C(3)		30,000	A	$0	43,553(2)	D
Class A Common Stock	11/25/2025		G(4)		30,000	D	$0	13,553(2)	D
Class A Common Stock								9,333	I	By Tar Frog Investment Management LLC(5)

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	(6)	11/24/2025		J(1)		33,658		(6)	(6)	Class A Common Stock	33,658	$0(1)	467,155	D
Class B Common Stock	(6)	11/25/2025		C(3)			30,000	(6)	(6)	Class A Common Stock	30,000	$0	437,155	D
Class B Common Stock	(6)							(6)	(6)	Class A Common Stock	140,572		140,572	I	By Tar Frog Investment Management LLC(5)

Explanation of Responses:

1. The reported transaction represents a privately negotiated exchange of shares of Class A common stock, $0.001 par value ("Class A common stock"), of Construction Partners, Inc. (the "Issuer"), for an equal number of shares of Class B common stock, $0.001 par value ("Class B common stock"), of the Issuer with a holder of Class B common stock. There was no sale price associated with the share exchange, and no profit was realized by the reporting person. The reporting person has agreed to voluntarily disgorge to the Issuer any profits realized from matchable transactions occurring within six months of the transactions reported herein.

2. Includes 13,553 restricted shares of Class A common stock with time-based vesting criteria previously granted to the reporting person under the Construction Partners, Inc. 2018 Equity Incentive Plan that vest as follows: (i) 6,227 shares on September 30, 2026, (ii) 4,105 shares on September 30, 2027, (iii) 2,267 shares on September 30, 2028, and (iv) 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 transaction represents the voluntary conversion by the reporting person of the reported number of shares of Class B common stock on a one-for-one basis into shares of Class A common stock as permitted by the Issuer's amended and restated certificate of incorporation.

4. The reported transaction represents a donation by the reporting person of shares of Class A common stock to a charitable donor-advised fund.

5. 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.

6. Each share of 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	11/26/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did ROAD’s CEO report on this Form 4?

The CEO reported a privately negotiated exchange of 33,658 Class A shares for an equal number of Class B shares on 11/24/2025, a voluntary conversion of 30,000 Class B shares into Class A, and a 30,000-share donation of Class A stock to a charitable donor-advised fund on 11/25/2025.

Did the Construction Partners (ROAD) CEO realize any profit on the share exchange?

The company reports that there was no sale price and no profit realized on the exchange of 33,658 Class A shares for the same number of Class B shares, and the CEO agreed to voluntarily disgorge to the company any profits from matchable transactions within six months of these trades.

How many Construction Partners Class A shares does the CEO hold after these transactions?

After the reported transactions, the CEO directly holds 13,553 Class A common shares, all described as restricted shares with time-based vesting, and has additional indirect Class A exposure through Tar Frog Investment Management LLC.

What is the vesting schedule for the CEO’s 13,553 restricted Class A shares of ROAD?

The 13,553 restricted Class A shares vest in four tranches: 6,227 shares on September 30, 2026, 4,105 shares on September 30, 2027, 2,267 shares on September 30, 2028, and 954 shares on September 30, 2029. The CEO has sole voting power over these shares.

How do Construction Partners’ Class A and Class B shares differ?

Each Class B share is convertible into one Class A share at any time at the holder’s option or upon most transfers, and all Class B shares can be converted if a majority of Class B holders elect. Class A carries one vote per share, while Class B carries ten votes per share, and Class B shares do not expire.

What is Tar Frog Investment Management LLC’s role in the CEO’s ROAD holdings?

Certain shares are held by Tar Frog Investment Management LLC, a limited liability company that the CEO co-manages. In that capacity, he shares the power to vote and direct the disposition of those shares, which include 9,333 Class A shares reported as indirectly owned and derivative interests in additional Class A shares underlying Class B stock.