Construction Partners: partnership buys 250 shares
Class B shares are convertible one-for-one into Class A shares at the holder’s option, on certain transfers, or by majority-holder election.
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Form Type
4
Rhea-AI Filing Summary
Construction Partners, Inc. (ROAD) director and ten percent owner Ned N. Fleming III reported that Malachi Holdings Limited Partnership privately purchased 250 shares of Class B common stock on November 9, 2026, at $88.33 per share. The partnership’s reported Class B position after the purchase was 1,536,107 shares. Each Class B share is convertible into one Class A share at the holder’s option, automatically upon a transfer that is not a Permitted Transfer, or upon election by holders of a majority of outstanding Class B shares.
Insider Trade Summary
Net Buyer: 250 shares
Net Buy
1 txn
Insider
Fleming Ned N III
Role
Director, 10% Owner
Bought
250 shs ($22K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Purchase | Class B Common Stock F1, F2, F3 | 250 | $88.33 | $22K |
| Holding | Class B Common Stock F1, F4 | -- | -- | -- |
| Holding | Class B Common Stock F1, F5 | -- | -- | -- |
| Holding | Class B Common Stock F1, F6 | -- | -- | -- |
| Holding | Class B Common Stock F1, F7, F8 | -- | -- | -- |
| Holding | Class B Common Stock F1, F7, F8 | -- | -- | -- |
| Holding | Class B Common Stock F1, F9 | -- | -- | -- |
| Holding | Class B Common Stock F1, F10 | -- | -- | -- |
| Holding | Class B Common Stock F1, F11 | -- | -- | -- |
| Holding | Class B Common Stock F1, F7, F8 | -- | -- | -- |
| Holding | Class B Common Stock F1, F7, F8 | -- | -- | -- |
| Holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 1,536,107 shares (Indirect, By Malachi Holdings Limited Partnership);
Class B Common Stock — 120,175 shares (Direct);
Class B Common Stock — 2,000 shares (Indirect, By Ned N. Fleming III Legacy Trust);
Class B Common Stock — 24,362 shares (Indirect, By NNFIII ROAD, LLC);
Class B Common Stock — 2,488,322 shares (Indirect, By SunTx Capital Partners II, L.P.);
Class B Common Stock — 1,254,746 shares (Indirect, By SunTx Capital Partners II Dutch Investors, L.P.);
Class B Common Stock — 4,000 shares (Indirect, By Fleming Family Management Trust);
Class B Common Stock — 10,621 shares (Indirect, By SunTx Capital Savings Plan, FBO Ned N. Fleming, III);
Class B Common Stock — 272 shares (Indirect, By Boyle Fleming & Co. Inc.);
Class B Common Stock — 674 shares (Indirect, By SunTx Capital II Management Corp.);
Class B Common Stock — 23 shares (Indirect, By SunTx Capital Partners II G.P., L.P.);
Class A Common Stock — 4,008 shares (Direct)
Footnotes (11)
- 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. The reported transaction represents a privately negotiated purchase of Class B common stock. The transaction may be deemed matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with a previously reported disposition. Because the purchase price for the previously reported disposition for the transaction reported herein equaled the sale price, no profit was realized by the reporting person.
- F3. These securities of the Issuer are directly held by Malachi Holdings Limited Partnership, a limited partnership controlled by Ned N. Fleming, III. 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.
- F4. 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.
- F5. These securities of the Issuer are directly held by Ned N. Fleming III Legacy Trust, a trust of which Mr. Fleming 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.
- F6. NNFIII ROAD, LLC is a limited liability company controlled by Mr. Fleming.
- F7. 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.
- F8. (Continued from Footnote 7) 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.
- F9. 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.
- 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.
- 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.
Key Figures
Class B shares purchased: 250 shares
Purchase price: $88.33 per share
Class B shares held after purchase: 1,536,107 shares
3 metrics
Class B shares purchased
250 shares
November 9, 2026; privately negotiated purchase by Malachi Holdings Limited Partnership
Purchase price
$88.33 per share
Class B common stock, November 9, 2026
Class B shares held after purchase
1,536,107 shares
Malachi Holdings Limited Partnership
Key Terms
privately negotiated purchase, Permitted Transfer, pecuniary interest
3 terms
privately negotiated purchase financial
"represents a privately negotiated purchase of Class B common stock"
Permitted Transfer technical
"any transfer that is not a Permitted Transfer"
pecuniary interest financial
"except to the extent of his pecuniary interest therein"
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