[Form 4] Construction Partners, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Construction Partners, Inc. (ticker ROAD) filed a Form 4 disclosing that director Michael H. McKay completed one reportable transaction on July 2 2025. The transaction code was G (bona-fide gift), involving the disposition of 1,000 Class A common shares held indirectly through the Michael H. McKay Trust at a stated price of $0.00. After the gift, the trust continues to hold 24,192 Class A shares.

No Class A shares were acquired and no open-market sales for value were reported. Mr. McKay’s derivative holdings remain unchanged at 8,000 Class B shares held directly (time-based restricted stock) and 73,197 Class B shares held indirectly through the trust. Each Class B share is convertible 1-for-1 into Class A and carries 10 votes per share, but the filing does not report any conversions.

The filing therefore reflects a modest charitable or estate-planning transfer with no apparent impact on the company’s capital structure or voting control.

Insights

Financial Analyst

TL;DR: Small insider gift of 1,000 shares; immaterial to share count or governance.

The reported transaction is a non-monetary gift representing a fraction of Mr. McKay’s overall position and an immaterial percentage of Construction Partners’ outstanding shares. There is no sale pressure, cash proceeds, or alteration of voting power because the trust still retains more than 24 k Class A shares and 73 k high-vote Class B shares. From an investment perspective, the filing is routine and neutral in impact.

Corporate Governance Expert

TL;DR: Governance unchanged; high-vote Class B holdings remain intact.

The 1,000-share gift does not dilute Mr. McKay’s control stake because his 73,197 Class B shares—each carrying 10 votes—are untouched. As no Class B conversion occurred, the dual-class structure persists without modification. Consequently, shareholder voting dynamics and board alignment stay the same. I classify the event as non-impactful.

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

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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)
07/02/2025

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	07/02/2025		G	V	1,000	D	$0	24,192	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	07/03/2025
	** 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.

FAQ

How many Construction Partners (ROAD) shares did Michael H. McKay transfer?

The filing shows a gift of 1,000 Class A common shares on July 2 2025.

Was the transaction a sale generating cash proceeds?

No. The Form 4 lists the transaction code G (gift) with a $0.00 price.

What is McKay’s remaining Class A shareholding after the reported gift?

He retains 24,192 Class A shares held indirectly through his trust.

Did the filing report any Class B to Class A conversions?

No conversions were reported; McKay still owns 8,000 direct and 73,197 indirect Class B shares.

Does this Form 4 affect Construction Partners’ voting structure?

No. The high-vote Class B holdings are unchanged, leaving the dual-class voting structure intact.