ROAD insider tax‑withholding: Ned Fleming surrendered 444 shares at $127

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.

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

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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).

1. Name and Address of Reporting Person^*

Fleming Ned N. IV

(Last) (First) (Middle)

5420 LBJ FREEWAY, SUITE 1000

(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)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Member of 10% owner group

3. Date of Earliest Transaction (Month/Day/Year)
10/02/2025

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	10/02/2025		F		444(1)	D	$127(1)	40,757(2)	D
Class A Common Stock								9,333	I	By Tar Frog Investment Management LLC(3)

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	(4)							(4)	(4)	Class A Common Stock	88,735		88,735	D
Class B Common Stock	(4)							(4)	(4)	Class A Common Stock	241,008		241,008	I	By the Ned N. Fleming, IV 2013 Trust(5)
Class B Common Stock	(4)							(4)	(4)	Class A Common Stock	140,572		140,572	I	By Tar Frog Investment Management LLC(3)
Restricted Stock Units	(6)							(6)	(6)	Class A Common Stock	1,360		1,360(7)	D

Explanation of Responses:

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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

Remarks:

	/s/ Ned N. Fleming, IV	10/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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 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.

How many Class A shares does Ned N. Fleming, IV beneficially own after the transaction?

The filing shows 40,757 Class A shares beneficially owned directly following the reported transaction.

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.

Why were shares surrendered in this Form 4?

The reporting person surrendered shares to satisfy tax withholding obligations arising from the vesting of restricted shares awarded under the company’s 2018 Equity Incentive Plan.