Construction Partners counsel gifts 100 Class A shares
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Form Type
4
Rhea-AI Filing Summary
Construction Partners, Inc. (ROAD) reported that Judson Ryan Brooks, SVP and General Counsel, made a bona fide gift of 100 shares of Class A common stock on August 28, 2026, leaving 25,475 Class A shares held directly, including 3,632 restricted shares that vest between 2026 and 2029.
Brooks also holds 52,458 shares of Class B common stock, including 40,000 restricted Class B shares vesting on September 30, 2030; each Class B share is convertible into one Class A share and carries 10 votes per share versus one vote for Class A. In addition, he holds 1,388 cash-settled RSUs tied to Class A stock value, vesting from 2026 through 2028.
Insider Trade Summary
100 shares gifted
Gift
3 txns
Insider
Brooks Judson Ryan
Role
SVP and General Counsel
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Gift | Class A Common Stock F1 | 100 | $0.00 | $0.00 |
| holding | Class B Common Stock F2, F3 | -- | -- | -- |
| holding | Restricted Stock Units F4, F5 | -- | -- | -- |
Holdings After Transaction:
Class A Common Stock — 25,475 shares (Direct);
Class B Common Stock — 52,458 contracts (Direct);
Restricted Stock Units — 1,388 contracts (Direct)
Footnotes (5)
- F1. Includes 3,632 restricted shares of Class A common stock, $0.001 par value ("Class A common stock"), of Construction Partners, Inc. (the "Issuer") with time-based vesting criteria previously granted to the reporting person under the Construction Partners, Inc. 2018 Equity Incentive Plan (the "Incentive Plan") that vest as follows, in each case, subject to the reporting person's continued service with the Issuer through the applicable vesting date: (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.
- F2. Each share of Class B common stock, par value $0.001 per share, 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.
- F3. Includes 40,000 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.
- F4. 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.
- F5. Includes 1,388 cash-settled RSUs with time-based vesting criteria previously granted to the reporting person under the Incentive Plan that vest as follows, in each case, subject to the reporting person's continued service with the Issuer through the applicable vesting date: (i) 569 RSUs on September 30, 2026, (ii) 569 RSUs on September 30, 2027, and (iii) 250 RSUs on September 30, 2028.
Key Figures
Class A shares gifted: 100 shares of Class A common stock
Class A shares held after transaction: 25,475 shares of Class A common stock
Restricted Class A shares: 3,632 restricted shares of Class A common stock
+5 more
8 metrics
Class A shares gifted
100 shares of Class A common stock
Bona fide gift on August 28, 2026
Class A shares held after transaction
25,475 shares of Class A common stock
Directly held following the August 28, 2026 gift, including restricted shares
Restricted Class A shares
3,632 restricted shares of Class A common stock
Time-based vesting from September 30, 2026 through September 30, 2029
Class B shares held
52,458 shares of Class B common stock
Directly held, including restricted Class B shares
Restricted Class B shares
40,000 restricted shares of Class B common stock
Vesting as a single tranche on September 30, 2030
Cash-settled RSUs
1,388 RSUs
Each RSU equals the value of one Class A share; vesting 2026–2028
Class B voting rights
10 votes per share
Voting power for each share of Class B common stock
Class B conversion ratio
1 Class B share into 1 Class A share
Conversion feature of Class B common stock
Key Terms
bona fide gift, Restricted Stock Units, time-based vesting criteria, cash-settled RSUs, +1 more
5 terms
bona fide gift regulatory
"transaction code "G" is described as a bona fide gift"
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
Restricted Stock Units financial
"Each restricted stock unit ("RSU") represents a contingent right"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
time-based vesting criteria financial
"restricted shares of Class A common stock with time-based vesting criteria"
cash-settled RSUs financial
"Includes 1,388 cash-settled RSUs with time-based vesting criteria"
Equity Incentive Plan financial
"previously granted to the reporting person under the Construction Partners, Inc. 2018 Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What transaction did ROAD insider Judson Ryan Brooks report on August 28, 2026?
He reported a bona fide gift of 100 shares of Construction Partners, Inc. Class A common stock on August 28, 2026, leaving him with 25,475 Class A shares held directly, including restricted shares subject to time-based vesting conditions.
What are the voting and conversion rights of ROAD Class B common stock held by Brooks?
Each share of Class B common stock is convertible into one share of Class A common stock and carries 10 votes per share, while Class A carries one vote. Class B shares are generally convertible at the holder’s option or upon certain transfers, and they do not expire.
What restricted stock awards in ROAD does Judson Ryan Brooks have outstanding?
He has 3,632 restricted Class A shares vesting in tranches on September 30 of 2026, 2027, 2028, and 2029, and 40,000 restricted Class B shares vesting as a single tranche on September 30, 2030, all subject to continued service.
What RSU holdings linked to ROAD Class A stock does Brooks report?
He reports 1,388 cash-settled RSUs, each representing a right to receive cash equal to the value of one share of Class A common stock on vesting. These RSUs vest in tranches in 2026, 2027, and 2028, contingent on continued service.
AI-generated analysis. How Rhea-AI works. Not financial advice.
