ROAD insider tax‑withholding: Ned Fleming surrendered 444 shares at $127
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Ned N. Fleming, IV, a reporting person for Construction Partners, Inc. (ROAD), surrendered 444 shares of Class A common stock on 10/02/2025 to satisfy tax withholding arising from the vesting of restricted shares. The shares were valued at $127.00 per share, the closing price on the vesting date. After the surrender, the filing reports 40,757 Class A shares beneficially owned directly and 9,333 Class A shares held indirectly by Tar Frog Investment Management LLC, for which Mr. Fleming serves as co-manager.
The filing also discloses larger positions through convertible Class B shares and trust holdings: 88,735 Class A shares owned directly (converted equivalent), 241,008 Class A shares indirectly held by the Ned N. Fleming, IV 2013 Trust, 140,572 Class A shares indirectly held by Tar Frog Investment Management LLC, and 1,360 cash‑settled RSUs with time‑based vesting through 2028.
Positive
- None.
Negative
- None.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
Fleming Ned N. IV
Role
Insider
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | Class A Common Stock | 444 | $127.00 | $56K |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Class A Common Stock — 40,757 shares (Direct);
Class B Common Stock — 88,735 shares (Direct);
Class B Common Stock — 241,008 shares (Indirect, By the Ned N. Fleming, IV 2013 Trust);
Restricted Stock Units — 1,360 shares (Direct);
Class A Common Stock — 9,333 shares (Indirect, By Tar Frog Investment Management LLC)
Footnotes (1)
- The reported transaction represents the surrender by the reporting person of shares of Class A common stock, $0.001 par value ("Class A common stock"), of Construction Partners, Inc. (the "Issuer") to the Issuer to satisfy tax withholding obligations upon the vesting of restricted shares of Class A common stock previously awarded to the reporting person under the Construction Partners, Inc. 2018 Equity Incentive Plan (the "Incentive Plan"). Pursuant to the terms of the Incentive Plan and the applicable award agreements, the number of shares surrendered was determined using a value of $127.00 per share, the closing price for a share of Class A common stock on September 30, 2025, the vesting date. Includes 2,033 restricted shares of Class A common stock with time-based vesting criteria previously granted under the Incentive Plan that vest as follows: (i) 1,227 shares on September 30, 2026, (ii) 556 shares on September 30, 2027, and (iii) 250 shares on September 30, 2028. Under the terms of the respective award agreements, the reporting person has sole voting power with respect to the reported shares. The reported shares are held by a limited liability company for which the reporting person serves as co-manager, and, in such capacity, shares the power to vote and direct the disposition of the shares. Each share of Class B common stock, par value $0.001 per share, of the Issuer ("Class B common stock") is convertible into one share of Class A common stock (i) at any time at the option of the holder or (ii) upon any transfer, except for certain transfers described in the Issuer's amended and restated certificate of incorporation. In addition, upon the election of the holders of a majority of the then-outstanding shares of Class B common stock, all outstanding shares of Class B common stock will be converted into shares of Class A common stock. The holders of Class A common stock and Class B common stock vote as a single class on all matters submitted to a vote of stockholders. The holders of Class A common stock are entitled to one vote per share, and the holders of the Class B common stock are entitled to 10 votes per share. The shares of Class B common stock do not expire. The reported shares are owned directly by the Ned N. Fleming, IV 2013 Trust (the "Trust") and indirectly by Ned N. Fleming, IV as trustee of the Trust. Each of the Trust and Ned N. Fleming, IV are members of a 10% owner group of the Issuer. Each restricted stock unit ("RSU") represents a contingent right to receive cash in an amount equal to the value of one share of Class A common stock on the applicable vesting date. The restricted stock units do not expire. Includes 1,360 cash-settled RSUs with time-based vesting criteria previously granted under the Incentive Plan that vest as follows: (i) 554 RSUs on September 30, 2026, (ii) 556 RSUs on September 30, 2027, and (iii) 250 RSUs on September 30, 2028.
FAQ
What did the Construction Partners (ROAD) Form 4 filed by Ned N. Fleming, IV report?
The Form 4 reports the surrender of 444 Class A shares on 10/02/2025 to satisfy tax withholding on vested restricted shares, valued at $127.00 per share.
Does Ned N. Fleming, IV have indirect holdings in ROAD?
Yes. The filing discloses 9,333 Class A shares held indirectly by Tar Frog Investment Management LLC and 241,008 Class A equivalent shares indirectly held by the Ned N. Fleming, IV 2013 Trust.
Were any restricted stock units (RSUs) disclosed in the Form 4?
Yes. The filing discloses 1,360 cash‑settled RSUs with time‑based vesting: 554 vesting on 9/30/2026, 556 on 9/30/2027, and 250 on 9/30/2028.