Ned N. Fleming III - 13 Jun 2025 Form 4 Insider Report for Construction Partners, Inc. (ROAD)

Reporting relationship: Director, 10%+ Owner
Issuer ticker: ROAD
Reported as of: 13 Jun 2025
Net transaction value: $0
SEC form: 4
Accepted by SEC: 17 Jun 2025, 16:15:06 UTC
Prior SEC filing: 12 Jun 2025
Next SEC filing: 21 Oct 2025
Source filing: View source filing
Reporting owner signature: /s/ Ned N. Fleming, III

Key filing fact

Ned N. Fleming III filed Form 4 for Construction Partners, Inc. (ROAD) on 17 Jun 2025.

Key facts

This page summarizes Ned N. Fleming III's Form 4 filing for Construction Partners, Inc. (ROAD).
4 reported transactions and 13 derivative rows are listed below.
Accepted by SEC: 17 Jun 2025, 16:15.

Change

Previous filing in this sequence was filed on 12 Jun 2025.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001707712 Primary reporting owner

Fleming Ned N III

Relationship: Director, 10%+ Owner
Address: 5420 LBJ FREEWAY, SUITE 1000, DALLAS
Signature: /s/ Ned N. Fleming, III
Signature date: 17 Jun 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

ROAD holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 24,168
Date: 13 Jun 2025
Ownership: Direct

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

ROAD transaction Derivative

Forward sale contract (obligation to sell)

Other

Transaction value
Shares: -42,857
Change %: -50%
Price
Shares after: 42,858
Date: 13 Jun 2025
Ownership: By NNFIII ROAD, LLC
Underlying class: Class A Common Stock
Underlying amount: 42,857
Exercise price
Footnotes: F1, F2, F3, F4

ROAD transaction Derivative

Class B Common Stock

Other

Transaction value
Shares: -39,371
Change %: -38%
Price
Shares after: 63,683
Date: 13 Jun 2025
Ownership: By NNFIII ROAD, LLC
Underlying class: Class A Common Stock
Underlying amount: 39,371
Exercise price
Footnotes: F2, F4

ROAD transaction Derivative

Forward sale contract (obligation to sell)

Other

Transaction value
Shares: -42,858
Change %: -100%
Price
Shares after: 0
Date: 16 Jun 2025
Ownership: By NNFIII ROAD, LLC
Underlying class: Class A Common Stock
Underlying amount: 42,858
Exercise price
Footnotes: F1, F2, F3, F4

ROAD transaction Derivative

Class B Common Stock

Other

Transaction value
Shares: -39,321
Change %: -62%
Price
Shares after: 24,362
Date: 16 Jun 2025
Ownership: By NNFIII ROAD, LLC
Underlying class: Class A Common Stock
Underlying amount: 39,321
Exercise price
Footnotes: F2, F4

ROAD holding Derivative

Class B Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 95,515
Date: 13 Jun 2025
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 95,515
Exercise price
Footnotes: F2, F5

ROAD holding Derivative

Class B Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 2,488,322
Date: 13 Jun 2025
Ownership: By SunTx Capital Partners II, L.P.
Underlying class: Class A Common Stock
Underlying amount: 2,488,322
Exercise price
Footnotes: F2, F6, F7

ROAD holding Derivative

Class B Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 1,254,746
Date: 13 Jun 2025
Ownership: By SunTx Capital Partners II Dutch Investors, L.P.
Underlying class: Class A Common Stock
Underlying amount: 1,254,746
Exercise price
Footnotes: F2, F6, F7

ROAD holding Derivative

Class B Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 4,000
Date: 13 Jun 2025
Ownership: By Fleming Family Management Trust
Underlying class: Class A Common Stock
Underlying amount: 4,000
Exercise price
Footnotes: F2, F8

ROAD holding Derivative

Class B Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 1,535,857
Date: 13 Jun 2025
Ownership: By Malachi Holdings Limited Partnership
Underlying class: Class A Common Stock
Underlying amount: 1,535,857
Exercise price
Footnotes: F2, F9

ROAD holding Derivative

Class B Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 10,621
Date: 13 Jun 2025
Ownership: By SunTx Capital Savings Plan, FBO Ned N. Fleming, III
Underlying class: Class A Common Stock
Underlying amount: 10,621
Exercise price
Footnotes: F2, F10

ROAD holding Derivative

Class B Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 272
Date: 13 Jun 2025
Ownership: By Boyle Fleming & Co. Inc.
Underlying class: Class A Common Stock
Underlying amount: 272
Exercise price
Footnotes: F2, F11

ROAD holding Derivative

Class B Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 674
Date: 13 Jun 2025
Ownership: By SunTx Capital II Management Corp.
Underlying class: Class A Common Stock
Underlying amount: 674
Exercise price
Footnotes: F2, F6, F7

ROAD holding Derivative

Class B Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 23
Date: 13 Jun 2025
Ownership: By SunTx Capital Partners II G.P., L.P.
Underlying class: Class A Common Stock
Underlying amount: 23
Exercise price
Footnotes: F2, F6, F7

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 11 footnotes

Footnote F1

On June 13, 2025 and June 16, 2025, NNFIII ROAD, LLC ("NNFIII") settled a portion of an existing and previously reported prepaid variable share forward contract (the "Contract") that was entered into on May 29, 2024 with an unaffiliated third-party buyer. NNFIII pledged 300,000 shares of Class B common stock, par value $0.001 per share ("Class B common stock"), of Construction Partners, Inc. (the "Issuer"), to secure its obligations under the Contract.

Footnote F2

Each share of Class B common stock 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.

Footnote F3

Pursuant to the terms of the Contract, because the volume-weighted average price at which the shares of Class A common stock traded on the specified valuation date for this component of the Contract (the "Settlement Price") was greater than the forward cap price set forth in the Contract, NNFIII delivered to the buyer a number of shares equal to the product of (A) 42,857 shares (or 42,858 shares for the last settlement date) and (B) a fraction, the numerator of which was the sum of (x) the forward floor price set forth in the Contract and (y) the Settlement Price minus the forward cap price, and the denominator of which was the Settlement Price.

Footnote F4

NNFIII is a limited liability company controlled by Ned N. Fleming, III.

Footnote F5

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.

Footnote F6

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.

Footnote F7

(Continued from Footnote 6) 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 Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.

Footnote F8

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.

Footnote F9

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.

Footnote F10

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.

Footnote F11

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.