Construction Partners, Inc. — Director's Dealing 2024

Jun 14, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Construction Partners, Inc. (ROAD)
CIK: 0001718227
Period of Report: 2024-06-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-06-14	Class A Common Stock	S	1510	$56.51	Disposed	68715	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 (1838)	1838	Direct

Footnotes

F1: The reported sale price represents the weighted average sale price for a number of transactions effected at prices ranging from $56.50 to $57.00, inclusive. The reporting person has provided to Construction Partners, Inc. (the "Issuer"), and undertakes to provide upon request to the SEC staff, or any security holder of the Issuer, information regarding the number of shares sold at each separate price within the range.

F2: Includes 58,702 restricted shares of Class A common stock, par value $0.001, of the Issuer ("Class A common stock") with time-based vesting criteria previously granted to the reporting person under the Construction Partners, Inc. 2018 Equity Incentive Plan that vest as follows: (i) 28,814 shares on September 30, 2024, (ii) 27,766 shares on September 30, 2025, (iii) 1,664 shares on September 30, 2026, and (iv) 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: 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.

F4: 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.

F5: The restricted stock units vest in one-fourth installments on September 30, 2024, 2025, 2026 and 2027.