0001628280-25-059017.txt : 20251229 0001628280-25-059017.hdr.sgml : 20251229 20251229164639 ACCESSION NUMBER: 0001628280-25-059017 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20251229 FILED AS OF DATE: 20251229 DATE AS OF CHANGE: 20251229 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Smith Fred Julius III CENTRAL INDEX KEY: 0001739258 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38479 FILM NUMBER: 251609774 MAIL ADDRESS: STREET 1: 701 CORPORATE CENTER DRIVE, SUITE 101 CITY: RALEIGH STATE: TX ZIP: 27607 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Construction Partners, Inc. CENTRAL INDEX KEY: 0001718227 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] ORGANIZATION NAME: 05 Real Estate & Construction EIN: 260758017 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 290 HEALTHWEST DR. STREET 2: SUITE 2 CITY: DOTHAN STATE: AL ZIP: 36303 BUSINESS PHONE: 334.673.9763 MAIL ADDRESS: STREET 1: 290 HEALTHWEST DR. STREET 2: SUITE 2 CITY: DOTHAN STATE: AL ZIP: 36303 4 1 wk-form4_1767044796.xml FORM 4 X0508 4 2025-12-29 0 0001718227 Construction Partners, Inc. ROAD 0001739258 Smith Fred Julius III 290 HEALTHWEST DRIVE SUITE 2 DOTHAN AL 36303 1 1 0 0 President and CEO 0 Class A Common Stock 13553 D Class A Common Stock 9333 I By Tar Frog Investment Management LLC Class B Common Stock 2025-12-29 4 G 0 0 0 D Class A Common Stock 0 60000 I By FJS3 ROADventure, LLC Class B Common Stock Class A Common Stock 377155 377155 D Class B Common Stock Class A Common Stock 140572 140572 I By Tar Frog Investment Management LLC Includes 13,553 restricted shares of Class A common stock, $0.001 par value ("Class A common stock"), of Construction Partners, Inc. (the "Issuer"), with time-based vesting criteria previously granted to the reporting person under the Construction Partners, Inc. 2018 Equity Incentive Plan that vest as follows: (i) 6,227 shares on September 30, 2026, (ii) 4,105 shares on September 30, 2027, (iii) 2,267 shares on September 30, 2028, and (iv) 954 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. 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. Each share of Class B common stock, $0.001 par value ("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. The reporting person previously transferred 60,000 shares of Class B common stock from his direct holdings to FJS3 ROADventure, LLC. The reporting person was the sole member and sole manager of FJS3 ROADventure, LLC at the time of such transfer. Such transfer was exempt from reporting pursuant to Rule 16a-13 because it resulted in a change in form of beneficial ownership but no change in the reporting person's pecuniary interest in such shares of Class B common stock. The reported transaction reflects the subsequent transfer of certain non-voting ownership interests in FJS3 ROADventure, LLC from the reporting person to a trust established for the benefit of the reporting person's wife and children. FJS3 ROADventure, LLC continues to hold the shares of Class B common stock. The reported shares are held by a limited liability company for which the reporting person serves as the sole manager, and, in such capacity, has the sole power to vote and direct the disposition of the shares. /s/ Fred J. Smith, III 2025-12-29