Construction Partners, Inc. — Director's Dealing 2024

May 24, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Construction Partners, Inc. (ROAD)
CIK: 0001718227
Period of Report: 2024-05-22

Reporting Person: McKay Michael H (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-05-22	Class A Common Stock	D	33099	—	Disposed	19525	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-05-22	Class B Common Stock	$	A	33099	Acquired		Class A Common Stock (33099)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	5667	Direct

Footnotes

F1: This transaction was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16b-3(e) promulgated thereunder.

F2: 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.

F3: Represents restricted shares of Class A common stock, $0.001 par value ("Class A common stock"), of Construction Partners, Inc. (the "Issuer") previously granted to the reporting person under the Construction Partners, Inc. 2018 Equity Incentive Plan that will vest on January 1, 2025.

F4: Each share of Class B common stock, par value $0.001 ("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: This transaction was exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3(d) promulgated thereunder.

F6: Includes 4,692 previously unreported shares of Class B common stock received by the reporting person in a June 2023 pro rata distribution of shares for no consideration from a limited partnership in which the reporting person is a limited partner.