Sec Form 4 Filing - Brooks Judson Ryan @ Construction Partners, Inc. - 2025-03-04

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Brooks Judson Ryan
2. Issuer Name and Ticker or Trading Symbol
Construction Partners, Inc. [ ROAD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Senior Vice President, Legal
(Last) (First) (Middle)
290 HEALTHWEST DRIVE, SUITE 2
3. Date of Earliest Transaction (MM/DD/YY)
03/04/2025
(Street)
DOTHAN, AL36303
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 03/04/2025 A 1,000 ( 1 ) A $ 0 31,735 ( 2 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units ( 3 ) 03/04/2025 A 1,000 ( 4 ) ( 3 ) ( 3 ) Class A Common Stock 1,000 $ 0 1,957 ( 5 ) D
Class B Common Stock ( 6 ) ( 6 ) ( 6 ) Class A Common Stock 8,347 8,347 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Brooks Judson Ryan
290 HEALTHWEST DRIVE, SUITE 2
DOTHAN, AL36303
Senior Vice President, Legal
Signatures
/s/ Judson Ryan Brooks 03/06/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported transaction represents a grant of restricted shares of Class A common stock, par value $0.001 ("Class A common stock"), of Construction Partners, Inc. (the "Issuer") with time-based vesting criteria under the Construction Partners, Inc. 2018 Equity Incentive Plan (the "Plan"). The shares of Class A common stock subject to the reported award vest in one-fourth installments on September 30, 2025, 2026, 2027 and 2028. Under the terms of the award agreement, the reporting person has sole voting power with respect to the shares.
( 2 )Includes 16,812 restricted shares of Class A common stock with time-based vesting criteria granted under the Plan that vest as follows: (i) 14,608 shares on September 30, 2025, (ii) 1,385 shares on September 30, 2026, (iii) 569 shares on September 30, 2027, and (iv) 250 shares on September 30, 2028. Under the terms of the respective award agreements, the reporting person has sole voting power with respect to the shares.
( 3 )Each 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.
( 4 )The reported transaction represents a grant of cash-settled restricted stock units with time-based vesting criteria ("RSUs") under the Plan. The RSUs subject to the reported award vest in one-fourth installments on September 30, 2025, 2026, 2027 and 2028.
( 5 )Includes 1,957 RSUs with time-based vesting criteria granted under the Plan that vest as follows: (i) 569 RSUs on September 30, 2025, (ii) 569 RSUs on September 30, 2026, (iii) 569 RSUs on September 30, 2027, and (iv) 250 RSUs on September 30, 2028.
( 6 )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.

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