Constr Partners SEC Filings

FMR LLC filed an amended Schedule 13G reporting beneficial ownership of 4,596,141.77 shares of Construction Partners Inc Class A common stock, equal to 9.6% of the class as of the reporting date.

FMR has sole voting power over 4,584,715.00 shares and sole dispositive power over 4,596,141.77 shares. Abigail P. Johnson is also reported as beneficially owning 4,596,141.77 shares with sole dispositive power but no voting power. The filing states the shares are held in the ordinary course of business and not for the purpose of changing or influencing control of the company.

Construction Partners, Inc. filed a current report to announce that it issued a press release with its financial results for the fiscal quarter ended December 31, 2025. The press release, dated February 5, 2026, is included as Exhibit 99.1 and is incorporated by reference into this report.

The company notes that the information provided under this results-of-operations section, including Exhibit 99.1, is being furnished rather than filed, which affects how it is treated under securities laws and in future registration statements.

Construction Partners, Inc. filed a Form 8-K to share that it has completed an acquisition transaction and publicly announced this through a press release dated February 2, 2026. The press release is furnished as an exhibit for informational purposes under Regulation FD.

The company notes that the press release and related information are considered “furnished,” not “filed,” which affects how they are treated under securities laws. No additional financial terms or details of the acquisition are included in this disclosure excerpt.

Construction Partners, Inc. provides a detailed annual overview of its highway and road construction business across eight Sunbelt states, highlighting a mix of public and private projects and vertically integrated asphalt operations. The company outlines its new ROAD 2030 plan, which targets revenues exceeding $6 billion by fiscal 2030 and emphasizes strategic growth initiatives. During fiscal 2025 it completed five acquisitions with aggregate consideration of about $1.5 billion, expanding into Texas and Oklahoma and adding 27 hot mix asphalt plants, aggregate sites and terminals. It also strengthened its capital structure with an $850 million Term Loan B and amendments that increased its revolving credit facility to $500 million and its Term Loan A to $600 million, all maturing in 2030. Contract backlog reached $3.0 billion at September 30, 2025, up from $2.0 billion a year earlier, with roughly 78% expected to convert within 12 months. The report also describes significant October 2025 acquisitions totaling about $262.1 million, a diversified public‑sector revenue base, and extensive risk factors ranging from government funding and inflation to labor, environmental and cybersecurity exposures.

Construction Partners, Inc. (ROAD) is calling its 2026 Annual Meeting of Stockholders for March 24, 2026 in Dothan, Alabama. Stockholders will vote on electing two Class II directors for three-year terms and ratifying the appointment of US LLP as independent registered public accountant for the fiscal year ending September 30, 2026.

The company has a dual-class share structure: each Class A share carries one vote and each Class B share carries ten votes. As of the January 23, 2026 record date, there were 47,956,258 Class A shares and 8,549,118 Class B shares outstanding. Class B holders controlled 64.1% of total voting power, and the SunTx Group beneficially held 61.4% of total voting power, giving it effective control over director elections and other proposals.

The eight-member Board is staggered into three classes and uses standing Audit, Compensation, and Nominating and Corporate Governance Committees. Because SunTx holds a majority of voting power, the company is treated as a “controlled company” under Nasdaq rules and is exempt from certain independence requirements, though its Audit Committee is fully independent.

Construction Partners, Inc. senior vice president and general counsel Judson Ryan Brooks reported a charitable donation of 2,000 shares of Class A common stock on 12/12/2025. The shares were transferred at a reported price of $0, leaving him with 25,575 Class A shares beneficially owned.

His holdings include 3,632 restricted Class A shares that vest in stages on September 30, 2026, September 30, 2027, September 30, 2028, and September 30, 2029. He also reports 12,458 shares of Class B common stock that are convertible into Class A on a one-for-one basis, and 1,388 cash-settled restricted stock units tied to the value of Class A stock, vesting between September 30, 2026 and September 30, 2028.

Construction Partners, Inc. director Michael H. McKay reported a charitable donation of 1,000 shares of Class A common stock on 12/16/2025 at a price of $0. After the gift, a trust for which he serves as sole trustee holds 22,192 Class A shares indirectly.

The filing also lists his Class B common stock positions, which are convertible into Class A on a one-for-one basis. He holds 73,197 Class B shares indirectly through the trust and 8,000 restricted Class B shares directly, with 5,333 scheduled to vest on January 1, 2027 and 2,667 on January 1, 2028. Class B shares carry 10 votes per share compared with one vote per share for Class A, and both classes vote together.

Construction Partners, Inc. director and 10% owner Ned N. Fleming III reported an insider transaction involving the company’s dual-class stock. On December 9, 2025, a trust he controls, the Ned N. Fleming III Legacy Trust, acquired 2,000 shares of Class B common stock, which is convertible into the same number of Class A shares, at $115 per share.

The disclosure also outlines Mr. Fleming’s indirect beneficial ownership of multiple blocks of Class B stock, each convertible into one share of Class A common stock, held through various entities and family trusts. One award includes 24,000 restricted shares of Class B common stock that vest in two tranches on January 1, 2027 and January 1, 2028, for which he has sole voting power. In several cases he states he may be deemed to beneficially own these securities and disclaims ownership beyond his pecuniary interest.

Construction Partners, Inc. (ROAD) President and CEO, who also serves as a director, reported several share movements involving Class A and Class B common stock. On 11/24/2025, he entered a privately negotiated exchange of 33,658 shares of Class A common stock for an equal number of Class B shares with another Class B holder, with no sale price and no profit realized, and he agreed to voluntarily disgorge to the company any profits from matchable transactions within six months of these trades.

On 11/25/2025, he voluntarily converted 30,000 shares of Class B common stock into 30,000 shares of Class A on a one-for-one basis, as permitted by the company’s charter, and donated 30,000 Class A shares to a charitable donor-advised fund. Following these transactions, he directly holds 13,553 Class A shares, all of which are restricted, and indirectly holds additional Class A interests through Tar Frog Investment Management LLC, which he co-manages. Each Class B share is convertible into one Class A share and carries ten votes per share versus one vote for Class A.