Construction Partners, Inc. — Director's Dealing 2024

Dec 19, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Construction Partners, Inc. (ROAD)
CIK: 0001718227
Period of Report: 2024-12-17

Reporting Person: Flowers Robert P. (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-12-17	Class A Common Stock	A	6339	—	Acquired	49255	Direct
2024-12-17	Class A Common Stock	A	1838	—	Acquired	51093	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (5990)	5990	Direct
Restricted Stock Units	$		Class A Common Stock (1379)	1379	Direct

Footnotes

F1: On December 29, 2021, the reporting person was granted 7,350 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 2022, 2023 and 2043 fiscal years. The performance criteria for were partially met, resulting in the vesting of 6,339 PSUs.

F2: Includes 29,889 restricted shares of Class A common stock, $0.001 par value ("Class A common stock"), with time-based vesting criteria previously granted under the Plan that vest as follows: (i) 27,766 shares on September 30, 2025, (ii) 1,664 shares on September 30, 2026, and (iii) 460 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.

F3: The reported transaction represents a grant of immediately vested shares of Class A common stock under the Plan.

F4: 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.

F5: 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. The reported restricted stock units do not expire and vest in equal installments on each of September 30, 2025, 2026 and 2027.