EXHIBIT 107

CALCULATION OF FILING FEE TABLE

FORM S-8

(Form Type)

Construction Partners, Inc.

(Exact Name as Specified in its Charter)

Table 1 - Newly Registered Shares

 

               
Security Type  

Security

Class

Title

 

Fee

Calculation

Rule

 

Amount

Registered (1)

 

Proposed

Maximum

Offering

Price Per

Unit (2)

 

Maximum

Aggregate

Offering

Price (2)

 

Fee

Rate

  Amount of
Registration
Fee
               
Equity(3)   Class A Common Stock, par value $0.001 per share   Other (2)   1,100,000   $54.22   $59,636,500   0.0001476   $8,802.35
         
Total Offering Amounts   —    $59,636,500   —    $8,802.35
         
Total Fee Offsets   —    —    —    $8,802.35
         
Net Fee Due   —    —    —    $0.00

 

(1)

This Registration Statement on Form S-8 (the “Registration Statement”) covers (i) shares of Class A common stock, $0.001 par value per share (“Common Stock”), of Construction Partners, Inc. (the “Registrant”) authorized for issuance under the Construction Partners, Inc. 2018 Equity Incentive Plan (as amended, the “Plan”) and (ii) pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), any additional shares of Common Stock that may become issuable under the Plan by reason of any stock dividend, stock split or other similar transaction.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and Rule 457(c) under the Securities Act, based on the average of the high and low prices reported for a share of Common Stock on The Nasdaq Global Select Market on June 11, 2024.

(3)

Represents shares of the Registrant’s Common Stock issuable under the Plan, including shares of Common Stock that may become available for issuance under the Plan upon the forfeiture, cancellation, expiration or termination of awards under the Plan.

Table 2 - Fee Offset Claims and Sources

 

                       
    

Registrant

or Filer

Name

 

Form

or

Filing

Type

 

File

Number

 

Initial

Filing

Date

 

Filing

Date

 

Fee

Offset

Claimed

 

Security

Type

Associated

with Fee

Offset

Claimed

 

Security

Title

Associated

with Fee

Offset

Claimed

 

Unsold

Securities

Associated

with Fee

Offset

Claimed

 

Unsold

Aggregate

Offering

Amount

Associated

with Fee

Offset

Claimed

 

Fee Paid with

Fee Offset

Source

 
Rule 457(p)
                       

Fee Offset

Claims (1)

  Construction
Partners, Inc.
  S-3   333-232555   July 3,
2019
  —    $8,802.35  

Unallocated

(Universal)
Shelf

  Unallocated
(Universal)
Shelf
  (1)   $250,000,000   — 
                       

Fee Offset

Sources (2)

  Construction
Partners, Inc.
  S-3   333-232555     July 3,
2019
  —    —    —    —    —    $8,802.35

 

(1)

The Registrant previously filed a Registration Statement on Form S-3 with the Securities and Exchange Commission on July 3, 2019 (File No. 333-232555) (the “Shelf Registration Statement”), which was declared effective on July 16, 2019, that registered an aggregate of $250,000,000 of an indeterminate amount of newly issued securities to be offered by the Registrant from time to time (the “Unsold Securities”). The Registrant hereby confirms that the offering of the Unsold Securities has been terminated.

(2)

The Registrant expects to offset the registration fee due hereunder by an amount of fees that was previously paid with respect to the Unsold Securities covered by the Shelf Registration Statement pursuant to Rule 457(p) under the Securities Act. The fee previously paid for the Unsold Securities covered by the Shelf Registration Statement was $30,300.00. Pursuant to Rule 457(p) under the Securities Act, the Registrant hereby offsets the total registration fee due under this Registration Statement of $8,802.35 from the fees previously paid in connection with the Unsold Securities covered by the Shelf Registration Statement, with $18,422.52 remaining to be applied to future filings. Accordingly, no additional registration fee is being paid in connection with the filing of this Registration Statement.