Construction Partners CEO receives 14,700 shares
The 4,972-share time-based award vests in one-fourth installments on September 30, 2027, 2028, 2029 and 2030, subject to continued service.
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Form Type
4
Rhea-AI Filing Summary
Construction Partners, Inc. (ROAD) President and CEO Fred Julius Smith III reported a 4,972-share restricted Class A stock award and the issuance of 14,700 Class A shares upon settlement of performance-based restricted stock units (PSUs) on November 4, 2026. He surrendered 14,313 Class A shares to the company for tax withholding, using $99.24 per share, the closing price that day.
Holdings reported as of November 4, 2026 included 407,155 Class B shares directly, 140,572 held by Tar Frog Investment Management LLC, 60,000 held by FJS3 ROADventure, LLC and 20,000 held by FJS3 2026 Trust I, plus 9,333 Class A shares held by Tar Frog Investment Management LLC. Each Class B share is convertible into one Class A share.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Smith Fred Julius III
Role
President and CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Class A Common Stock F1, F2 | 4,972 | $0.00 | $0.00 |
| Grant/Award | Class A Common Stock F3, F2 | 14,700 | $0.00 | $0.00 |
| Tax Withholding | Class A Common Stock F4, F2 | 14,313 | $99.24 | $1.42M |
| Holding | Class B Common Stock F6, F7 | -- | -- | -- |
| Holding | Class B Common Stock F6, F5 | -- | -- | -- |
| Holding | Class B Common Stock F6, F8 | -- | -- | -- |
| Holding | Class B Common Stock F6, F9 | -- | -- | -- |
| Holding | Class A Common Stock F5 | -- | -- | -- |
Holdings After Transaction:
Class A Common Stock — 16,009 shares (Direct);
Class B Common Stock — 407,155 contracts (Direct);
Class B Common Stock — 140,572 contracts (Indirect, By Tar Frog Investment Management LLC);
Class B Common Stock — 60,000 contracts (Indirect, By FJS3 ROADventure, LLC);
Class B Common Stock — 20,000 contracts (Indirect, By FJS3 2026 Trust I);
Class A Common Stock — 9,333 shares (Indirect, By Tar Frog Investment Management LLC)
Footnotes (9)
- F1. The reported transaction represents a grant of restricted shares of Class A common stock, par value $0.001 ("Class A common stock"), of Construction Partners, Inc. (the "Issuer") with time-based vesting criteria under the Construction Partners, Inc. 2018 Equity Incentive Plan (the "Equity Incentive Plan"). The shares of Class A common stock subject to the reported award vest in one-fourth installments on September 30, 2027, 2028, 2029 and 2030, subject to the reporting person's continued service with the Issuer through the respective vesting dates. Under the terms of the award agreement, the reporting person has sole voting power with respect to the shares.
- F2. Includes 12,298 restricted shares of Class A common stock with time-based vesting criteria granted under the Equity Incentive Plan that vest as follows: (i) 5,348 shares on September 30, 2027, (ii) 3,510 shares on September 30, 2028, (iii) 2,197 shares on September 30, 2029, and (iv) 1,243 shares on September 30, 2030, in each case, subject to the reporting person's continued service with the Issuer through the respective vesting dates. Under the terms of the respective award agreements, the reporting person has sole voting power with respect to the reported shares.
- F3. The reported transaction represents the issuance of shares of Class A common stock in settlement of performance-based restricted stock units ("PSUs") previously granted to the reporting person under the Equity Incentive Plan that vested on November 4, 2026. The PSUs vested in a single lump sum based on the satisfaction by the Issuer of certain performance criteria for the three-year period comprising the fiscal years ended September 30, 2024, 2025 and 2026.
- F4. 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 arising from the issuance of Class A common stock pursuant to the vesting of PSUs previously awarded to the reporting person under the Equity Incentive Plan. Pursuant to the terms of the Equity Incentive Plan and the applicable award agreement, the number of shares surrendered was determined using a value of $99.24 per share, the closing price for a share of Class A common stock on November 4, 2026, the vesting date.
- F5. 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.
- F6. Each share of Class B common stock, $0.001 par value ("Class B common stock"), of the Issuer 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.
- F7. Includes 50,000 restricted shares of Class B common stock with time-based vesting criteria previously granted to the reporting person under the Construction Partners, Inc. 2024 Restricted Stock Plan that vest as a single tranche on September 30, 2030, subject to the reporting person's continued service with the Issuer through such date.
- F8. The reported shares are held by a limited liability company for which the reporting person serves as the sole manager, and, in such capacity, has the sole power to vote and direct the disposition of the shares.
- F9. The reported shares are owned directly by the FJS3 2026 Trust I (the "Trust") and indirectly by the reporting person as trustee and sole annuitant of the Trust. The Trust and the reporting person are members of a 10% owner group of the Issuer.
Key Figures
Restricted Class A shares awarded: 4,972 shares
Class A shares issued upon PSU settlement: 14,700 shares
Class A shares surrendered for tax withholding: 14,313 shares
+5 more
8 metrics
Restricted Class A shares awarded
4,972 shares
Award reported November 4, 2026
Class A shares issued upon PSU settlement
14,700 shares
Reported November 4, 2026
Class A shares surrendered for tax withholding
14,313 shares
Reported November 4, 2026
Closing price used for tax withholding
$99.24 per share
November 4, 2026
Direct Class B holdings
407,155 shares
Reported as of November 4, 2026
Tar Frog Investment Management LLC Class B holdings
140,572 shares
Reported as of November 4, 2026
FJS3 ROADventure, LLC Class B holdings
60,000 shares
Reported as of November 4, 2026
FJS3 2026 Trust I Class B holdings
20,000 shares
Reported as of November 4, 2026
Key Terms
restricted shares, performance-based restricted stock units, time-based vesting criteria, tax withholding obligations, +1 more
5 terms
performance-based restricted stock units financial
"settlement of performance-based restricted stock units (PSUs)"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
time-based vesting criteria financial
"with time-based vesting criteria"
tax withholding obligations financial
"to satisfy tax withholding obligations"
convertible technical
"Each share of Class B common stock is convertible into one share of Class A common stock"
A convertible is a type of investment that starts as a loan or preferred stake (like a bond or preferred share) but can be exchanged for common shares of the company at a set price or under certain conditions. It matters to investors because it offers a mix of steady income and downside protection like a loan, plus the upside of stock ownership if the company does well—similar to holding a coupon that you can trade for a full ticket if the event becomes valuable.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What performance period supported the ROAD PSU settlement?
The 14,700 PSU shares vested in a single lump sum on November 4, 2026, based on Construction Partners, Inc.'s satisfaction of performance criteria for the three-year period comprising the fiscal years ended September 30, 2024, 2025 and 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
