Construction Partners director exchanges 20,160 shares
A director's reported exchange had no sale price, and no profit was realized.
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) director and 10% owner Ned N. Fleming III reported a privately negotiated exchange on October 8, 2026, acquiring 20,160 Class B common shares and disposing of an equal number of Class A common shares. No sale price was associated with the exchange, and no profit was realized by Fleming. His reported direct holdings after the transaction were 120,175 Class B shares and 4,008 Class A shares. Separate indirect Class B holdings included 2,488,322 shares through SunTx Capital Partners II, L.P. and 1,535,857 through Malachi Holdings Limited Partnership; Fleming disclaimed beneficial ownership except to the extent of his pecuniary interest. No Rule 10b5-1 plan is reported.
Insider Trade Summary
Other: 40,320 shares
Other
12 txns
Insider
Fleming Ned N III
Role
Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class B Common Stock F2, F1, F3 | 20,160 | $0.00 | $0.00 |
| Other | Class A Common Stock F1 | 20,160 | $0.00 | $0.00 |
| holding | Class B Common Stock F2, F4 | -- | -- | -- |
| holding | Class B Common Stock F2, F5 | -- | -- | -- |
| holding | Class B Common Stock F2, F6, F7 | -- | -- | -- |
| holding | Class B Common Stock F2, F6, F7 | -- | -- | -- |
| holding | Class B Common Stock F2, F8 | -- | -- | -- |
| holding | Class B Common Stock F2, F9 | -- | -- | -- |
| holding | Class B Common Stock F2, F10 | -- | -- | -- |
| holding | Class B Common Stock F2, F11 | -- | -- | -- |
| holding | Class B Common Stock F2, F6, F7 | -- | -- | -- |
| holding | Class B Common Stock F2, F6, F7 | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 120,175 contracts (Direct);
Class A Common Stock — 4,008 shares (Direct);
Class B Common Stock — 2,000 contracts (Indirect, By Ned N. Fleming III Legacy Trust);
Class B Common Stock — 24,362 contracts (Indirect, By NNFIII ROAD, LLC);
Class B Common Stock — 2,488,322 contracts (Indirect, By SunTx Capital Partners II, L.P.);
Class B Common Stock — 1,254,746 contracts (Indirect, By SunTx Capital Partners II Dutch Investors, L.P.);
Class B Common Stock — 4,000 contracts (Indirect, By Fleming Family Management Trust);
Class B Common Stock — 1,535,857 contracts (Indirect, By Malachi Holdings Limited Partnership);
Class B Common Stock — 10,621 contracts (Indirect, By SunTx Capital Savings Plan, FBO Ned N. Fleming, III);
Class B Common Stock — 272 contracts (Indirect, By Boyle Fleming & Co. Inc.);
Class B Common Stock — 674 contracts (Indirect, By SunTx Capital II Management Corp.);
Class B Common Stock — 23 contracts (Indirect, By SunTx Capital Partners II G.P., L.P.)
Footnotes (11)
- F1. The reported transaction represents a privately negotiated exchange of shares of Class A common stock, par value $0.001 per share ("Class A common stock"), of Construction Partners, Inc. (the "Issuer"), for an equal number of shares of Class B common stock, par value $0.001 per share, of the Issuer ("Class B common stock") with a holder of Class B common stock. There was no sale price associated with the share exchange, and no profit was realized by the reporting person. The reporting person has agreed to voluntarily disgorge to the Issuer any profits realized from matchable transactions occurring within six months of the transactions reported herein.
- F2. Each share of Class B common stock is convertible into one share of Class A common stock (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.
- F3. 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.
- F4. 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.
- F5. NNFIII ROAD, LLC is a limited liability company controlled by Mr. Fleming.
- F6. 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.
- F7. (Continued from Footnote 6) 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.
- F8. 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.
- F9. 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.
- 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 acquired: 20,160 shares
Class A shares disposed: 20,160 shares
Direct Class B shares after transaction: 120,175 shares
+3 more
6 metrics
Class B shares acquired
20,160 shares
Privately negotiated exchange on October 8, 2026
Class A shares disposed
20,160 shares
Privately negotiated exchange on October 8, 2026
Direct Class B shares after transaction
120,175 shares
Reported after the October 8, 2026 exchange
Direct Class A shares after transaction
4,008 shares
Reported after the October 8, 2026 exchange
Indirect Class B shares through SunTx Capital Partners II, L.P.
2,488,322 shares
Reported holding
Indirect Class B shares through Malachi Holdings Limited Partnership
1,535,857 shares
Reported holding
Key Terms
privately negotiated exchange, Permitted Transfer, time-based vesting criteria
3 terms
privately negotiated exchange financial
"represents a privately negotiated exchange of shares"
Permitted Transfer regulatory
"transfer that is not a Permitted Transfer"
time-based vesting criteria financial
"with time-based vesting criteria"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did ROAD director Ned N. Fleming III exchange?
He acquired 20,160 Class B common shares and disposed of 20,160 Class A common shares in a privately negotiated exchange on October 8, 2026. The exchange had no sale price, and he realized no profit.
AI-generated analysis. How Rhea-AI works. Not financial advice.
