| Type | Sym | Class | Transaction | Value $ | Shares | Change % | Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ROAD | Forward sale contract (obligation to sell) | Other | +300K | 300K | Jun 13, 2024 | Class A Common Stock | 300K | By NNFIII ROAD, LLC | F1, F2, F3, F4, F5, F6 |
| Id | Content |
|---|---|
| F1 | On May 29, 2024, NNFIII ROAD, LLC ("NNFIII") entered into a prepaid variable share forward contract (the "Contract") with an unaffiliated third-party buyer. The Contract is divided into seven components. For each component, NNFIII is obligated to deliver to the buyer on the settlement date (each, a "Settlement Date"), determined based on the specified scheduled valuation date within the period between June 5, 2025 and June 13, 2025, at NNFIII's option, either (i) up to 42,857 shares (or up to 42,858 shares for the last Settlement Date) of Class A common stock, par value $0.001 per share ("Class A common stock"), of Construction Partners, Inc. (the "Issuer") (such number of shares, the "Component Number of Shares"), determined based on the terms of the Contract (as described in footnotes 3, 4 and 5), or (ii) a cash payment equal to the value of such Component Number of Shares, determined based on the terms of the Contract (as described in footnotes 3, 4 and 5). |
| F2 | (Continued from footnote 1) In exchange for assuming this obligation, NNFIII received a cash payment pursuant to the terms of the Contract. NNFIII pledged 300,000 shares of Class B common stock, par value $0.001 per share, of the Issuer (the "Pledged Shares"), to secure its obligations under the Contract. NNFIII retains dividend and voting rights in the Pledged Shares during the term of the pledge. |
| F3 | With respect to each component, the cash amount or number of shares to be delivered to the buyer on the applicable Settlement Date will be determined on the relevant valuation date for such component. The number of shares or cash amount is determined as follows: (a) if the volume-weighted average price at which the shares of Class A common stock trade on the relevant valuation date (the "Settlement Price") is less than or equal to a price specified in the Contract (the "Forward Floor Price"), NNFIII will deliver to the buyer (i) if NNFIII elects physical settlement, the Component Number of Shares or (ii) if NNFIII elects cash settlement, a cash payment in an amount equal to the value of the Component Number of Shares as of the relevant valuation date; |
| F4 | (Continued from footnote 3) (b) if the Settlement Price is between the Forward Floor Price and a price specified in the Contract (the "Forward Cap Price"), NNFIII will deliver to the buyer (i) if NNFIII elects physical settlement, a number of shares of Class A common stock equal to the product of (A) the Component Number of Shares and (B) a fraction, the numerator of which is the Forward Floor Price and the denominator of which is the Settlement Price, or (ii) if NNFIII elects cash settlement, a cash payment in an amount equal to the number of shares determined as described in the preceding clause (b)(i); |
| F5 | (Continued from footnote 4) and (c) if the Settlement Price is greater than the Forward Cap Price, NNFIII will deliver to the buyer (i) if NNFIII elects physical settlement, a number of shares of Class A common stock equal to the product of (A) the Component Number of Shares and (B) a fraction, the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and the denominator of which is the Settlement Price, or (ii) if NNFIII elects cash settlement, a cash payment in an amount equal to the number of shares determined as described in the preceding clause (c)(i). |
| F6 | NNFIII is a limited liability company controlled by Mr. Fleming. NNFIII received the Pledged Shares from Malachi Holdings Limited Partnership in a transaction exempt from reporting pursuant to Rule 16a-13. |