Construction Partners, Inc. — Director's Dealing 2023

Dec 15, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Construction Partners, Inc. (ROAD)
CIK: 0001718227
Period of Report: 2023-12-13

Reporting Person: Brooks Judson Ryan (Senior Vice President, Legal)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-12-13	Class A Common Stock	A	2767	—	Acquired	35419	Direct
2023-12-13	Class A Common Stock	A	615	—	Acquired	36034	Direct
2023-12-13	Class A Common Stock	A	1276	—	Acquired	37310	Direct
2023-12-14	Class A Common Stock	F	812	$43.35	Disposed	36498	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-12-13	Restricted Stock Units	$	A	1276	Acquired		Class A Common Stock (1276)	Direct

Footnotes

F1: On December 29, 2021, the reporting person was granted 3,208 performance-based restricted stock units ("PSUs") pursuant to the Construction Partners, Inc. 2018 Equity Incentive Plan (the "Plan"). The PSUs vested in a single lump-sum based on the satisfaction by Construction Partners, Inc. (the "Issuer") of certain performance criteria for the three-year period comprising the 2021, 2022 and 2023 fiscal years. The performance criteria for were partially met, resulting in the vesting of 2,767 PSUs.

F2: The reported transaction represents a grant of immediately vested shares of Class A common stock, $0.001 par value ("Class A common stock"), of the Issuer under the Plan.

F3: The reported transaction represents a grant of restricted shares of Class A common stock of the Issuer with time-based vesting criteria under the Plan. The shares of Class A common stock subject to the reported award vest in one-fourth installments on September 30, 2024, 2025, 2026 and 2027. Under the terms of the award agreement, the reporting person has sole voting power with respect to the reported shares.

F4: Includes 30,859 restricted shares of Class A common stock with time-based vesting criteria granted under the Plan that vest as follows: (i) 15,047 shares on September 30, 2024, (ii) 14,358 shares on September 30, 2025, (iii) 1,135 shares on September 30, 2026, and (iv) 319 shares on September 30, 2027. Under the terms of the respective award agreements, the reporting person has sole voting power with respect to the reported shares.

F5: Represents shares of Class A common stock surrendered to the Issuer to satisfy tax withholding obligations upon the vesting of the PSUs.

F6: Each restricted stock unit 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.

F7: The restricted stock units vest in one-fourth installments beginning on the first September 30 following the grant date and on September 30 of each of the next three succeeding years.