4//SEC Filing
Brooks Judson Ryan 4
Accession 0001628280-25-053462
CIK 0001718227other
Filed
Nov 19, 7:00 PM ET
Accepted
Nov 20, 6:33 PM ET
Size
9.8 KB
Accession
0001628280-25-053462
Insider Transaction Report
Form 4
Brooks Judson Ryan
Senior Vice President, Legal
Transactions
- Tax Payment
Class A Common Stock
2025-11-19$112.02/sh−2,908$325,754→ 27,575 total
Holdings
- 12,458
Class B Common Stock
→ Class A Common Stock (12,458 underlying) - 1,388
Restricted Stock Units
→ Class A Common Stock (1,388 underlying)
Footnotes (5)
- [F1]The reported transaction represents the surrender by the reporting person of shares of Class A common stock, $0.001 par value ("Class A common stock"), to Construction Partners, Inc. (the "Issuer") to satisfy tax withholding obligations upon the vesting and issuance of Class A common stock pursuant to performance-based restricted stock units previously awarded to the reporting person under the Construction Partners, Inc. 2018 Equity Incentive Plan (the "Incentive Plan"). Pursuant to the terms of the Incentive Plan and the applicable award agreements, the number of shares surrendered was determined using a value of $112.02 per share, the closing price for a share of Class A common stock on November 4, 2025, the vesting date.
- [F2]Includes 3,632 restricted shares of Class A common stock with time-based vesting criteria previously granted under the Incentive Plan that vest as follows: (i) 1,742 shares on September 30, 2026, (ii) 926 shares on September 30, 2027, (iii) 607 shares on September 30, 2028, and (iv) 357 shares on September 30, 2029. 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, of the Issuer ("Class B common stock") 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 ("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.
- [F5]Includes 1,388 cash-settled RSUs with time-based vesting criteria previously granted under the Plan that vest as follows: (i) 569 RSUs on September 30, 2026, (ii) 569 RSUs on September 30, 2027, and (iii) 250 RSUs on September 30, 2028.
Documents
Issuer
Construction Partners, Inc.
CIK 0001718227
Entity typeother
Related Parties
1- filerCIK 0001761609
Filing Metadata
- Form type
- 4
- Filed
- Nov 19, 7:00 PM ET
- Accepted
- Nov 20, 6:33 PM ET
- Size
- 9.8 KB