Form 4: Construction Partners SVP Sells Shares for Tax

Construction Partners' SVP and General Counsel, Judson Ryan Brooks, reported a transaction involving the surrender of Class A common stock to cover tax obligations from vested restricted stock units.

Summary

• Judson Ryan Brooks, SVP and General Counsel of Construction Partners, Inc. (ROAD), reported a transaction on November 19, 2025.
• The transaction involved the surrender of 2,908 shares of Class A common stock to the Issuer to satisfy tax withholding obligations.
• This surrender was triggered by the vesting and issuance of performance-based restricted stock units previously awarded under the 2018 Equity Incentive Plan.
• The shares surrendered were valued at $112.02 per share, based on the closing price on November 4, 2025, the vesting date.
• Following this transaction, Mr. Brooks directly beneficially owns 27,575 shares of Class A common stock.
• This total includes 3,632 restricted shares of Class A common stock with time-based vesting criteria, scheduled to vest in tranches on September 30, 2026 (1,742 shares), September 30, 2027 (926 shares), September 30, 2028 (607 shares), and September 30, 2029 (357 shares).
• Mr. Brooks also beneficially owns 12,458 shares of Class B common stock, which are convertible into Class A common stock at a 1:1 ratio and carry 10 votes per share.
• Additionally, he holds 1,388 cash-settled Restricted Stock Units (RSUs) with time-based vesting criteria, scheduled to vest on September 30, 2026 (569 RSUs), September 30, 2027 (569 RSUs), and September 30, 2028 (250 RSUs).

Sentiment

Score: 5

Explanation: The filing reports a routine, non-discretionary transaction related to equity compensation and tax withholding, which has a neutral impact on the company's outlook.

Positives

• The transaction represents the vesting of previously awarded performance-based restricted stock units, indicating the achievement of performance criteria.
• The surrender of shares was for tax withholding purposes, not a discretionary sale, which is a routine event for equity compensation.

Negatives

• No inherent negatives are identified as this is a routine, non-discretionary transaction for tax purposes.

Risks

• No specific risks are mentioned in this Form 4 filing.

Future Outlook

The filing indicates future vesting schedules for remaining restricted shares and cash-settled Restricted Stock Units, with dates extending to September 30, 2029.

Industry Context

This Form 4 filing is a routine disclosure of an insider transaction related to equity compensation and does not provide broader industry context or trends.

Related Party Transactions

• The transaction involves an officer of the company (Judson Ryan Brooks) and the company itself (Construction Partners, Inc.) for equity compensation and tax withholding purposes, which is a common type of related party dealing.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine tax-related transaction, not a discretionary sale. It reflects the vesting of previously granted equity, which can be seen as a positive for executive retention and alignment of interests.
• Employees: No direct impact on general employees.
• Customers/Suppliers/Creditors: No direct impact.

Next Steps

• Future vesting of 3,632 restricted shares of Class A common stock between September 30, 2026, and September 30, 2029.
• Future vesting of 1,388 cash-settled Restricted Stock Units between September 30, 2026, and September 30, 2028.

Key Dates

Keywords

Construction Partners, ROAD, Judson Ryan Brooks, insider transaction, Form 4, SEC filing, stock vesting, restricted stock units, equity compensation, tax withholding, Class A common stock, Class B common stock