Ned N. Fleming III - Dec 9, 2025 Form 4 Insider Report for Construction Partners, Inc. (ROAD)

Role: Director, 10%+ Owner
Signature: /s/ Ned N. Fleming, III
Stock symbol: ROAD
Transactions as of: Dec 9, 2025
Transactions value $: $230,000
Form type: 4
Date filed: 12/11/2025, 05:00 PM
Previous filing: Oct 21, 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Fleming Ned N III	Director, 10%+ Owner	5420 LBJ FREEWAY, SUITE 950, DALLAS	/s/ Ned N. Fleming, III	2025-12-11	0001707712

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	ROAD	Class A Common Stock						24.2K	Dec 9, 2025	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ROAD	Class B Common Stock	Purchase	$230K	+2K		$115.00	2K	Dec 9, 2025	Class A Common Stock	2K		By Ned N. Fleming III Legacy Trust	F1, F2
holding	ROAD	Class B Common Stock						100K	Dec 9, 2025	Class A Common Stock	100K		Direct	F1, F3
holding	ROAD	Class B Common Stock						24.4K	Dec 9, 2025	Class A Common Stock	24.4K		By NNFIII ROAD, LLC	F1, F4
holding	ROAD	Class B Common Stock						2.49M	Dec 9, 2025	Class A Common Stock	2.49M		By SunTx Capital Partners II, L.P.	F1, F5, F6
holding	ROAD	Class B Common Stock						1.25M	Dec 9, 2025	Class A Common Stock	1.25M		By SunTx Capital Partners II Dutch Investors, L.P.	F1, F5, F6
holding	ROAD	Class B Common Stock						4K	Dec 9, 2025	Class A Common Stock	4K		By Fleming Family Management Trust	F1, F7
holding	ROAD	Class B Common Stock						1.54M	Dec 9, 2025	Class A Common Stock	1.54M		By Malachi Holdings Limited Partnership	F1, F8
holding	ROAD	Class B Common Stock						10.6K	Dec 9, 2025	Class A Common Stock	10.6K		By SunTx Capital Savings Plan, FBO Ned N. Fleming, III	F1, F9
holding	ROAD	Class B Common Stock						272	Dec 9, 2025	Class A Common Stock	272		By Boyle Fleming & Co. Inc.	F1, F10
holding	ROAD	Class B Common Stock						674	Dec 9, 2025	Class A Common Stock	674		By SunTx Capital II Management Corp.	F1, F5, F6
holding	ROAD	Class B Common Stock						23	Dec 9, 2025	Class A Common Stock	23		By SunTx Capital Partners II G.P., L.P.	F1, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each share of Class B common stock, par value $0.001 per share ("Class B common stock"), of Construction Partners, Inc. (the "Issuer") is convertible into one share of Class A common stock, par value $0.001 per share ("Class A common stock"), of the Issuer (i) at any time at the option of the holder, (ii) automatically upon any transfer that is not a Permitted Transfer (as defined in the Issuer's Amended and Restated Certificate of Incorporation) or (iii) upon the election of the holders of a majority of the then-outstanding shares of Class B common stock.
F2	These securities of the Issuer are directly held by Ned N. Fleming III Legacy Trust, a trust of which Ned N. Fleming, III is the sole trustee and sole beneficiary. Mr. Fleming may be deemed to beneficially own securities of the Issuer held by such trust. Mr. Fleming disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Fleming is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.
F3	Includes 24,000 restricted shares of Class B common stock with time-based vesting criteria granted to Mr. Fleming under the Construction Partners, Inc. 2024 Restricted Stock Plan that vest as follows: (i) 16,000 shares on January 1, 2027 and (ii) 8,000 shares on January 1, 2028. Under the terms of the award agreement, Mr. Fleming has sole voting power with respect to the shares.
F4	NNFIII is a limited liability company controlled by Mr. Fleming.
F5	The general partner of each of SunTx Capital Partners II, L.P. ("SunTx Partners II") and SunTx Capital Partners II Dutch Investors, L.P. ("SunTx Partners Dutch LP") (SunTx Partners Dutch LP and SunTx Partners II are together referred to herein as the "SunTx Funds") is SunTx Capital Partners II G.P., L.P. ("SunTx Partners II GP"). The general partner of SunTx Partners II GP is SunTx Capital II Management Corp. ("SunTx Capital II Management") (SunTx Capital II Management and SunTx Partners II GP are referred to herein as the "SunTx Group"). Mr. Fleming, a director of the Issuer, is the majority shareholder and sole director of SunTx Capital II Management.
F6	(Continued from Footnote 5) Mr. Fleming may be deemed to beneficially own securities of the Issuer held by certain entities in the SunTx Group, and the SunTx Group may be deemed to beneficially own securities of the Issuer held by the SunTx Funds. Mr. Fleming disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Fleming is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
F7	These securities of the Issuer are directly held by The Fleming Family Management Trust, a trust of which Mr. Fleming's spouse is the sole trustee and sole beneficiary. Mr. Fleming may be deemed to beneficially own securities of the Issuer held by such trust. Mr. Fleming disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Fleming is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
F8	These securities of the Issuer are directly held by Malachi Holdings Limited Partnership, a limited partnership controlled by Mr. Fleming. Mr. Fleming may be deemed to beneficially own securities of the Issuer held by such limited partnership. Mr. Fleming disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Fleming is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
F9	These securities of the Issuer are directly held by SunTx Capital Savings Plan, FBO Ned N. Fleming, III, a 401(k) account for the benefit of Mr. Fleming.
F10	These securities of the Issuer are directly held by Boyle Fleming & Co. Inc., a corporation controlled by Mr. Fleming. Mr. Fleming may be deemed to beneficially own securities of the Issuer held by such corporation. Mr. Fleming disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Fleming is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.