| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ROAD | Class A Common Stock | Tax liability | -$465K | -5.11K | -11.89% | $90.93 | 37.9K | Nov 15, 2024 | Direct | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | ROAD | Class B Common Stock | 88.7K | Nov 19, 2024 | Class A Common Stock | 88.7K | Direct | F3 | ||||||
| holding | ROAD | Class B Common Stock | 241K | Nov 19, 2024 | Class A Common Stock | 241K | By the Ned N. Fleming, IV 2013 Trust | F3, F4 | ||||||
| holding | ROAD | Class B Common Stock | 135K | Nov 19, 2024 | Class A Common Stock | 135K | By Tar Frog Investment Management LLC | F3, F5 | ||||||
| holding | ROAD | Restricted Stock Units | 914 | Nov 19, 2024 | Class A Common Stock | 914 | Direct | F6 |
| Id | Content |
|---|---|
| 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"), of Construction Partners, Inc. (the "Issuer") to the Issuer to satisfy tax withholding obligations upon the vesting of restricted shares of Class A common stock 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 $90.93 per share, the closing price for a share of Class A common stock on November 6, 2024, the vesting date. |
| F2 | Includes 15,349 restricted shares of Class A common stock with time-based vesting criteria previously granted under the Incentive Plan that vest as follows: (i) 14,067 shares on September 30, 2025, (ii) 978 shares on September 30, 2026, and (iii) 305 shares on September 30, 2027. 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, par value $0.001 per share, 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 | The reported shares are owned directly by the Ned N. Fleming, IV 2013 Trust (the "Trust") and indirectly by the reporting person as trustee of the Trust. Each of the Trust and the reporting person are members of a 10% owner group of the Issuer. |
| F5 | The reported shares are held by a limited liability company for which the reporting person serves as co-manager, and, in such capacity, shares the power to vote and direct the disposition of the shares. |
| F6 | Each restricted stock unit 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 reported restricted stock units do not expire and vest in equal installments on each of September 30, 2025, 2026 and 2027. |