Construction Partners (ROAD) director Fleming reports purchase of 2,000 Class B shares

Rhea-AI Filing Summary

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.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fleming Ned N III

(Last) (First) (Middle)

5420 LBJ FREEWAY, SUITE 950

(Street)

DALLAS TX 75240

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Construction Partners, Inc. [ ROAD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock								24,168	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	12/09/2025		P		2,000		(1)	(1)	Class A Common Stock	2,000	$115	2,000	I	By Ned N. Fleming III Legacy Trust(2)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	100,015		100,015(3)	D
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	24,362		24,362	I	By NNFIII ROAD, LLC(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	2,488,322		2,488,322	I	By SunTx Capital Partners II, L.P.(5)(6)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	1,254,746		1,254,746	I	By SunTx Capital Partners II Dutch Investors, L.P.(5)(6)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	4,000		4,000	I	By Fleming Family Management Trust(7)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	1,535,857		1,535,857	I	By Malachi Holdings Limited Partnership(8)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	10,621		10,621	I	By SunTx Capital Savings Plan, FBO Ned N. Fleming, III(9)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	272		272	I	By Boyle Fleming & Co. Inc.(10)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	674		674	I	By SunTx Capital II Management Corp.(5)(6)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	23		23	I	By SunTx Capital Partners II G.P., L.P.(5)(6)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. NNFIII is a limited liability company controlled by Mr. Fleming.

5. 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.

6. (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.

7. 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.

8. 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.

9. 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.

10. 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.

	/s/ Ned N. Fleming, III	12/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Ned N. Fleming III report at Construction Partners (ROAD)?

On December 9, 2025, 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 a price of $115 per share.

How is Construction Partners (ROAD) Class B common stock convertible into Class A?

Each share of Class B common stock is convertible into one share of Class A common stock (i) at any time at the holder’s option, (ii) automatically upon any transfer that is not a Permitted Transfer, or (iii) upon the election of the holders of a majority of the then-outstanding Class B shares.

What restricted stock awards does Ned N. Fleming III hold in Construction Partners (ROAD)?

Mr. Fleming’s holdings include 24,000 restricted shares of Class B common stock with time-based vesting. 16,000 shares vest on January 1, 2027 and 8,000 shares vest on January 1, 2028. He has sole voting power over these shares under the award agreement.

What is Ned N. Fleming III’s relationship to Construction Partners (ROAD)?

Mr. Fleming is identified as a director of Construction Partners, Inc. and a 10% owner of the company’s equity securities.

How does Ned N. Fleming III hold indirect interests in Construction Partners (ROAD)?

He reports indirect beneficial ownership through several entities, including the Ned N. Fleming III Legacy Trust, NNFIII ROAD, LLC, the SunTx investment entities, the Fleming Family Management Trust, Malachi Holdings Limited Partnership, a 401(k) savings plan, and Boyle Fleming & Co. Inc.. In multiple footnotes he states he may be deemed to beneficially own the securities held by these entities and disclaims ownership except to the extent of his pecuniary interest.