Construction Partners (ROAD) Director Reports Insider Sale, Trust Holds Majority Stake

Rhea-AI Filing Summary

Michael H. McKay, a director of Construction Partners, Inc. (ROAD), reported an insider sale and current holdings. The Form 4 shows Mr. McKay directly disposed of 1,000 shares of Class A common stock on 09/18/2025 for $0 reported price, reducing his directly held Class A shares to 23,192, held indirectly through the Michael H. McKay Trust. The filing also reports derivative-related holdings: 8,000 restricted Class B shares (convertible to Class A) granted under the 2024 Restricted Stock Plan with time-based vesting through 2028, and an indirect ownership of 73,197 Class A shares held by the trust. The trustee role gives Mr. McKay sole voting and dispositive power over the trust shares.

Positive

• Continued substantial indirect ownership: Mr. McKay retains 73,197 Class A-equivalent shares indirectly through a trust, maintaining economic and voting exposure.
• Governance alignment: Class B shares are convertible and carry 10 votes each, so restricted awards preserve long-term voting influence and alignment with shareholders.

Negative

• Reported disposition of 1,000 Class A shares on 09/18/2025 which reduces direct holdings.
• Restricted shares vest in future years (5,333 on 01/01/2027 and 2,667 on 01/01/2028), so they are not immediately liquid or exercisable.

Insights

Corporate Governance Expert

TL;DR: Routine insider disposition by a director; trust ownership preserves voting control.

The reported 1,000-share disposition appears to be a single non-derivative sale by Mr. McKay, while significant indirect holdings remain in a trust where he is sole trustee. The filing clarifies that Class B shares are convertible into Class A and carry 10 votes per share, so the underlying restricted Class B awards and trust-held shares sustain concentrated voting influence. This is a standard disclosure of insider trading and beneficial ownership; no regulatory exceptions or compliance issues are disclosed in the form.

Securities Analyst

TL;DR: Small reported sale relative to total reported holdings; material control persists via trust and Class B rights.

The 1,000-share disposal is modest compared with the 73,197 Class A-equivalent shares held indirectly and the 8,000 Class B restricted shares noted. The conversion feature of Class B into Class A and the 10-vote-per-share structure mean governance influence is not materially reduced by this transaction. The restricted shares vest over 2027-2028, indicating continued alignment with long-term incentives.

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^*

McKay Michael H

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2025

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	09/18/2025		G	V	1,000	D	$0	23,192	I	By Michael H. McKay Trust(1)

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	(2)							(2)	(2)	Class A Common Stock	8,000		8,000(3)	D
Class B Common Stock	(2)							(2)	(2)	Class A Common Stock	73,197		73,197	I	By Michael H. McKay Trust(1)

Explanation of Responses:

1. The reported shares are held by a trust for which the reporting person serves as sole trustee, and in such capacity shares the power to vote and direct the disposition of such shares.

2. Each share of Class B common stock, $0.001 par value ("Class B common stock"), of Construction Partners, Inc. (the "Company") is convertible into one share of Class A common stock, $0.001 par value ("Class A common stock"), of the Company (i) at any time at the option of the holder or (ii) upon any transfer, except for certain transfers described in the Company'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.

3. Includes 8,000 restricted shares of Class B common stock with time-based vesting criteria previously granted under the Construction Partners, Inc. 2024 Restricted Stock Plan that vest as follows: (i) 5,333 shares on January 1, 2027 and (ii) 2,667 shares on January 1, 2028. Under the terms of the award agreement, the reporting person has sole voting power with respect to the shares.

Remarks:

	/s/ Michael H. McKay	09/22/2025
	** 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 Michael H. McKay report on the Form 4 for ROAD?

He reported a direct disposition of 1,000 Class A common shares on 09/18/2025 and detailed his indirect and restricted holdings.

How many shares does Mr. McKay beneficially own after the reported transaction?

He is shown as beneficially owning 23,192 Class A shares directly and 73,197 Class A-equivalent shares indirectly via the Michael H. McKay Trust.

What are the terms of the restricted Class B shares reported?

The filing shows 8,000 restricted Class B shares granted under the 2024 Restricted Stock Plan vesting 5,333 on 01/01/2027 and 2,667 on 01/01/2028; Class B shares convert 1:1 to Class A.

Does the filing indicate who controls the trust-held shares?

Yes. Mr. McKay serves as sole trustee and has sole voting power and dispositive authority over the trust shares.

Did the Form 4 disclose any derivative exercises or expirations?

The Form 4 reports derivative-related items tied to Class B conversion and restricted shares but does not show exercised options or expiration events.