ROAD SVP & General Counsel reports tax withholding share surrender

Q: What insider transaction did Construction Partners (ROAD) report on this Form 4?

The SVP and General Counsel of Construction Partners, Inc. (ROAD) reported surrendering 2,908 shares of Class A common stock on 11/19/2025 to the company to satisfy tax withholding obligations upon the vesting and issuance of performance-based restricted stock units under the 2018 Equity Incentive Plan.

Q: At what price were the surrendered Construction Partners (ROAD) shares valued?

The 2,908 surrendered Class A shares were valued at $112.02 per share , which was the closing price of Class A common stock on November 4, 2025 , the vesting date used to determine the number of shares withheld for taxes.

Q: What is disclosed about Construction Partners (ROAD) Class B common stock in this Form 4?

The filing shows the insider holding 12,458 shares of Class B common stock , each convertible into one share of Class A common stock. Class B shares carry 10 votes per share versus one vote for each Class A share, and the Class B shares do not expire.

Q: What restricted stock units (RSUs) for Construction Partners (ROAD) are reported?

The filing reports 1,388 cash-settled RSUs with time-based vesting. These vest as 569 RSUs on September 30, 2026 , 569 RSUs on September 30, 2027 , and 250 RSUs on September 30, 2028 , each RSU representing a right to receive cash equal to the value of one share of Class A common stock on the vesting date.

Q: How do Class A and Class B shares of Construction Partners (ROAD) differ according to this filing?

The filing states that Class A and Class B common stock vote as a single class . Class A shares provide one vote per share , while Class B shares provide 10 votes per share and are convertible into Class A shares at the holder’s option or upon certain transfers or a majority election by Class B holders.

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Construction Partners, Inc. (ROAD) reported an insider transaction by its SVP and General Counsel, who filed a Form 4 for activity on 11/19/2025. The executive surrendered 2,908 shares of Class A common stock at $112.02 per share to the company to cover tax withholding tied to the vesting of previously granted performance-based restricted stock units under the 2018 Equity Incentive Plan.

After this tax-related share surrender, the reporting person beneficially owned 27,575 shares of Class A common stock, including 3,632 restricted shares that vest in tranches from September 30, 2026 through September 30, 2029. The filing also notes 12,458 shares of Class B common stock, which are convertible into an equal number of Class A shares and carry 10 votes per share, and 1,388 cash-settled restricted stock units that vest between 2026 and 2028.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Brooks Judson Ryan

Role SVP and General Counsel

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	2,908	$112.02	$326K
holding	Class B Common Stock	--	--	--
holding	Restricted Stock Units	--	--	--

Holdings After Transaction: Class A Common Stock — 27,575 shares (Direct); Class B Common Stock — 12,458 shares (Direct); Restricted Stock Units — 1,388 shares (Direct)

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"), to Construction Partners, Inc. (the "Issuer") to satisfy tax withholding obligations upon the vesting and issuance of Class A common stock pursuant to performance-based restricted stock units 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 $112.02 per share, the closing price for a share of Class A common stock on November 4, 2025, the vesting date. Includes 3,632 restricted shares of Class A common stock with time-based vesting criteria previously granted under the Incentive Plan that vest as follows: (i) 1,742 shares on September 30, 2026, (ii) 926 shares on September 30, 2027, (iii) 607 shares on September 30, 2028, and (iv) 357 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. Each share of Class B common stock, $0.001 par value, 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. Each restricted stock unit ("RSU") represents a contingent right to receive cash in an amount equal to the value of one share of Class A common stock on the applicable vesting date. The RSUs do not expire. Includes 1,388 cash-settled RSUs with time-based vesting criteria previously granted under the Plan that vest as follows: (i) 569 RSUs on September 30, 2026, (ii) 569 RSUs on September 30, 2027, and (iii) 250 RSUs on September 30, 2028.

Form 4 Insider Transactions: What Each Field Means →

11/20/2025 - 06:33 PM

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Brooks Judson Ryan

(Last)

(First)

(Middle)

290 HEALTHWEST DRIVE, SUITE 2

(Street)

DOTHAN

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/19/2025		F		2,908⁽¹⁾	D	$112.02	27,575⁽²⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	12,458		12,458	D
Restricted Stock Units	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Class A Common Stock	1,388		1,388⁽⁵⁾	D

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"), to Construction Partners, Inc. (the "Issuer") to satisfy tax withholding obligations upon the vesting and issuance of Class A common stock pursuant to performance-based restricted stock units 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 $112.02 per share, the closing price for a share of Class A common stock on November 4, 2025, the vesting date.

2. Includes 3,632 restricted shares of Class A common stock with time-based vesting criteria previously granted under the Incentive Plan that vest as follows: (i) 1,742 shares on September 30, 2026, (ii) 926 shares on September 30, 2027, (iii) 607 shares on September 30, 2028, and (iv) 357 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. Each share of Class B common stock, $0.001 par value, 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.

4. Each restricted stock unit ("RSU") represents a contingent right to receive cash in an amount equal to the value of one share of Class A common stock on the applicable vesting date. The RSUs do not expire.

5. Includes 1,388 cash-settled RSUs with time-based vesting criteria previously granted under the Plan that vest as follows: (i) 569 RSUs on September 30, 2026, (ii) 569 RSUs on September 30, 2027, and (iii) 250 RSUs on September 30, 2028.

Remarks:

	/s/ Judson Ryan Brooks	11/20/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Construction Partners (ROAD) report on this Form 4?

The SVP and General Counsel of Construction Partners, Inc. (ROAD) reported surrendering 2,908 shares of Class A common stock on 11/19/2025 to the company to satisfy tax withholding obligations upon the vesting and issuance of performance-based restricted stock units under the 2018 Equity Incentive Plan.

At what price were the surrendered Construction Partners (ROAD) shares valued?

The 2,908 surrendered Class A shares were valued at $112.02 per share, which was the closing price of Class A common stock on November 4, 2025, the vesting date used to determine the number of shares withheld for taxes.

How many Construction Partners (ROAD) shares does the insider own after this Form 4 transaction?

Following the reported transaction, the reporting person beneficially owned 27,575 shares of Class A common stock, which include 3,632 restricted shares with time-based vesting between September 30, 2026 and September 30, 2029, with sole voting power over those restricted shares.

What is disclosed about Construction Partners (ROAD) Class B common stock in this Form 4?

The filing shows the insider holding 12,458 shares of Class B common stock, each convertible into one share of Class A common stock. Class B shares carry 10 votes per share versus one vote for each Class A share, and the Class B shares do not expire.

What restricted stock units (RSUs) for Construction Partners (ROAD) are reported?

The filing reports 1,388 cash-settled RSUs with time-based vesting. These vest as 569 RSUs on September 30, 2026, 569 RSUs on September 30, 2027, and 250 RSUs on September 30, 2028, each RSU representing a right to receive cash equal to the value of one share of Class A common stock on the vesting date.

How do Class A and Class B shares of Construction Partners (ROAD) differ according to this filing?

The filing states that Class A and Class B common stock vote as a single class. Class A shares provide one vote per share, while Class B shares provide 10 votes per share and are convertible into Class A shares at the holder’s option or upon certain transfers or a majority election by Class B holders.