STOCK TITAN

Construction Partners VP surrenders 625 shares

Class B shares carry 10 votes each and convert one-for-one into Class A shares.

(Neutral)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
4

Rhea-AI Filing Summary

Construction Partners, Inc. (ROAD) Senior VP - Strategy & Bus Dev Ned N. Fleming IV surrendered 625 Class A common shares to the issuer on October 2, 2026, to satisfy tax withholding obligations upon vesting of previously awarded restricted shares. The share count used $90.03 per share, the closing price on September 30, 2026. He reported 43,339 directly held Class A shares following the transaction.

Insider Fleming Ned N. IV
Role Senior VP - Strategy & Bus Dev
Type Security Shares Price Value
Tax Withholding Class A Common Stock F1, F2 625 $90.03 $56K
holding Class B Common Stock F4, F5 -- -- --
holding Class B Common Stock F4, F6 -- -- --
holding Class B Common Stock F4, F3 -- -- --
holding Restricted Stock Units F7, F8 -- -- --
holding Class A Common Stock F3 -- -- --
Holdings After Transaction: Class A Common Stock — 43,339 shares (Direct); Class B Common Stock — 150,869 contracts (Direct); Class B Common Stock — 241,008 contracts (Indirect, By the Ned N. Fleming, IV 2013 Trust); Class B Common Stock — 140,572 contracts (Indirect, By Tar Frog Investment Management LLC); Restricted Stock Units — 806 contracts (Direct); Class A Common Stock — 9,333 shares (Indirect, By Tar Frog Investment Management LLC)
Footnotes (8)
  1. F1. 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 agreement, the number of shares surrendered was determined using a value of $90.03 per share, the closing price for a share of Class A common stock on September 30, 2026, the vesting date.
  2. F2. Includes 1,877 restricted shares of Class A common stock with time-based vesting criteria previously granted under the Incentive Plan that vest as follows: (i) 913 shares on September 30, 2027, (ii) 607 shares on September 30, 2028, and (iii) 357 shares on September 30, 2029. Under the terms of the respective award agreements, the reporting person has sole voting power with respect to the reported shares.
  3. F3. 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. F4. Each share of Class B common stock, $0.001 par value ("Class B common stock"), of the Issuer 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. F5. Includes 50,000 restricted shares of Class B common stock with time-based vesting criteria previously granted to the reporting person under the Construction Partners, Inc. 2024 Restricted Stock Plan that vest as a single tranche on September 30, 2030, subject to the reporting person's continued service with the Issuer through such date.
  6. F6. 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.
  7. F7. 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 RSUs do not expire.
  8. F8. Includes 806 cash-settled RSUs with time-based vesting criteria previously granted to the reporting person under the Incentive Plan that vest as follows, in each case, subject to the reporting person's continued service with the Issuer through the applicable vesting date: (i) 556 RSUs on September 30, 2027, and (ii) 250 RSUs on September 30, 2028.
Class A shares surrendered for tax withholding 625 shares October 2, 2026
Value used per share for tax withholding $90.03 per share Closing price on September 30, 2026
Directly held Class A shares following transaction 43,339 shares October 2, 2026
Directly held Class B common shares 150,869 shares October 2, 2026
Class B common shares owned by the Ned N. Fleming, IV 2013 Trust 241,008 shares October 2, 2026; Fleming is trustee
Class B common shares held by Tar Frog Investment Management LLC 140,572 shares October 2, 2026
Directly held cash-settled RSUs 806 RSUs October 2, 2026
Class A common shares held by Tar Frog Investment Management LLC 9,333 shares October 2, 2026
tax withholding obligations financial
"to satisfy tax withholding obligations upon the vesting"
Class B common stock financial
"Each share of Class B common stock is convertible into one share"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
cash-settled RSUs financial
"Includes 806 cash-settled RSUs with time-based vesting criteria"
time-based vesting criteria financial
"806 cash-settled RSUs with time-based vesting criteria"
10% owner group regulatory
"Each of the Trust and Ned N. Fleming, IV are members of a 10% owner group"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many ROAD shares did Ned N. Fleming IV surrender for tax withholding?

Senior VP - Strategy & Bus Dev Ned N. Fleming IV surrendered 625 Class A common shares on October 2, 2026, to satisfy tax withholding obligations upon vesting of restricted shares. The share count used $90.03 per share, the September 30, 2026 closing price. He reported 43,339 directly held Class A shares following the transaction. No Rule 10b5-1 plan is reported.

What rights do ROAD Class B shares carry?

Each Class B common share is convertible into one Class A common share. Class B holders have 10 votes per share, while Class A holders have one vote per share; both classes vote as a single class on matters submitted to stockholders.

How do Ned N. Fleming IV's ROAD restricted stock units vest?

He reports 806 cash-settled RSUs: 556 vest on September 30, 2027, and 250 vest on September 30, 2028, each subject to his continued service through the applicable vesting date. Each RSU represents a contingent right to receive cash equal to the value of one Class A share on its vesting date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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. IV

(Last)(First)(Middle)
5420 LBJ FREEWAY, SUITE 1000

(Street)
DALLAS TEXAS 75240

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Construction Partners, Inc. [ ROAD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)XOther (specify below)
Senior VP - Strategy & Bus DevMember of 10% owner group
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/02/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock10/02/2026F625(1)D$90.03(1)43,339(2)D
Class A Common Stock9,333IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock(4) (4) (4)Class A Common Stock150,869150,869(5)D
Class B Common Stock(4) (4) (4)Class A Common Stock241,008241,008IBy the Ned N. Fleming, IV 2013 Trust(6)
Class B Common Stock(4) (4) (4)Class A Common Stock140,572140,572IBy Tar Frog Investment Management LLC(3)
Restricted Stock Units(7) (7) (7)Class A Common Stock806806(8)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 agreement, the number of shares surrendered was determined using a value of $90.03 per share, the closing price for a share of Class A common stock on September 30, 2026, the vesting date.
2. Includes 1,877 restricted shares of Class A common stock with time-based vesting criteria previously granted under the Incentive Plan that vest as follows: (i) 913 shares on September 30, 2027, (ii) 607 shares on September 30, 2028, and (iii) 357 shares on September 30, 2029. 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, $0.001 par value ("Class B common stock"), of the Issuer 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. Includes 50,000 restricted shares of Class B common stock with time-based vesting criteria previously granted to the reporting person under the Construction Partners, Inc. 2024 Restricted Stock Plan that vest as a single tranche on September 30, 2030, subject to the reporting person's continued service with the Issuer through such date.
6. 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.
7. 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 RSUs do not expire.
8. Includes 806 cash-settled RSUs with time-based vesting criteria previously granted to the reporting person under the Incentive Plan that vest as follows, in each case, subject to the reporting person's continued service with the Issuer through the applicable vesting date: (i) 556 RSUs on September 30, 2027, and (ii) 250 RSUs on September 30, 2028.
Remarks:
/s/ Ned N. Fleming, IV10/06/2026
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Keep reading