Construction Partners VP receives 1,876-share grant
A senior vice president's restricted-stock award vests in four annual installments from 2027 through 2030, subject to continued service.
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Form Type
4
Rhea-AI Filing Summary
Construction Partners, Inc. (ROAD) reported that Senior VP - Strategy & Bus Dev Ned N. Fleming IV received a grant of 1,876 restricted Class A shares and 3,656 Class A shares upon settlement of performance-based RSUs on November 4, 2026. He surrendered 2,482 Class A shares to the issuer to satisfy tax withholding obligations, using a value of $99.24 per share, the closing price that day. The restricted-stock grant vests in one-fourth installments on September 30, 2027, 2028, 2029 and 2030, subject to continued service. The PSU settlement followed vesting based on performance criteria for the fiscal years ended September 30, 2024, 2025 and 2026.
As of November 4, 2026, reported Class B holdings included 150,869 shares held directly, 241,008 shares owned by the Ned N. Fleming, IV 2013 Trust, and 140,572 shares held by Tar Frog Investment Management LLC. Fleming is trustee of the Trust and shares voting and disposition power over the LLC holdings. He also reported 806 cash-settled RSUs.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Fleming Ned N. IV
Role
Senior VP - Strategy & Bus Dev
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Class A Common Stock F1, F2 | 1,876 | $0.00 | $0.00 |
| Grant/Award | Class A Common Stock F3, F2 | 3,656 | $0.00 | $0.00 |
| Tax Withholding | Class A Common Stock F4, F2 | 2,482 | $99.24 | $246K |
| Holding | Class B Common Stock F6, F7 | -- | -- | -- |
| Holding | Class B Common Stock F6, F8 | -- | -- | -- |
| Holding | Class B Common Stock F6, F5 | -- | -- | -- |
| Holding | Restricted Stock Units F9, F10 | -- | -- | -- |
| Holding | Class A Common Stock F5 | -- | -- | -- |
Holdings After Transaction:
Class A Common Stock — 46,389 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 (10)
- F1. The reported transaction represents a grant of restricted shares of Class A common stock, par value $0.001 ("Class A common stock"), of Construction Partners, Inc. (the "Issuer") with time-based vesting criteria under the Construction Partners, Inc. 2018 Equity Incentive Plan (the "Equity Incentive Plan"). The shares of Class A common stock subject to the reported award vest in one-fourth installments on September 30, 2027, 2028, 2029 and 2030, subject to the reporting person's continued service with the Issuer through the respective vesting dates. Under the terms of the award agreement, the reporting person has sole voting power with respect to the shares.
- F2. Includes 3,753 restricted shares of Class A common stock with time-based vesting criteria granted under the Equity Incentive Plan that vest as follows: (i) 1,382 shares on September 30, 2027, (ii) 1,076 shares on September 30, 2028, (iii) 826 shares on September 30, 2029, and (iv) 469 shares on September 30, 2030, in each case, subject to the reporting person's continued service with the Issuer through the respective vesting dates. Under the terms of the respective award agreements, the reporting person has sole voting power with respect to the reported shares.
- F3. The reported transaction represents the issuance of shares of Class A common stock in settlement of performance-based restricted stock units ("PSUs") previously granted to the reporting person under the Equity Incentive Plan that vested on November 4, 2026. The PSUs vested in a single lump sum based on the satisfaction by the Issuer of certain performance criteria for the three-year period comprising the fiscal years ended September 30, 2024, 2025 and 2026.
- F4. The reported transaction represents the surrender by the reporting person of shares of Class A common stock to the Issuer to satisfy tax withholding obligations arising from the issuance of Class A common stock pursuant to the vesting of PSUs previously awarded to the reporting person under the Equity Incentive Plan. Pursuant to the terms of the Equity Incentive Plan and the applicable award agreement, the number of shares surrendered was determined using a value of $99.24 per share, the closing price for a share of Class A common stock on November 4, 2026, the vesting date.
- F5. 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.
- F6. 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.
- F7. 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.
- F8. 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. The Trust and the reporting person are members of a 10% owner group of the Issuer.
- F9. 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.
- F10. Includes 806 cash-settled RSUs with time-based vesting criteria previously granted to the reporting person under the Equity 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.
Key Figures
Restricted Class A shares granted: 1,876 shares
Class A shares issued upon PSU settlement: 3,656 shares
Class A shares surrendered for tax withholding: 2,482 shares
+5 more
8 metrics
Restricted Class A shares granted
1,876 shares
Grant reported November 4, 2026
Class A shares issued upon PSU settlement
3,656 shares
Settlement reported November 4, 2026
Class A shares surrendered for tax withholding
2,482 shares
Reported November 4, 2026
Per-share withholding valuation
$99.24 per share
Closing price on November 4, 2026, used to determine shares surrendered for tax withholding
Direct Class B holdings
150,869 shares
Reported as of November 4, 2026
Class B shares held by the Ned N. Fleming, IV 2013 Trust
241,008 shares
Reported as of November 4, 2026
Class B shares held by Tar Frog Investment Management LLC
140,572 shares
Reported as of November 4, 2026
Cash-settled RSUs
806 RSUs
Reported as of November 4, 2026
Key Terms
performance-based restricted stock units, time-based vesting criteria, cash-settled RSUs, tax withholding obligations, +1 more
5 terms
performance-based restricted stock units financial
"issuance of shares ... in settlement of performance-based restricted stock units"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
time-based vesting criteria financial
"grant of restricted shares ... with time-based vesting criteria"
cash-settled RSUs financial
"Includes 806 cash-settled RSUs"
tax withholding obligations financial
"surrender ... to satisfy tax withholding obligations"
convertible technical
"Each share of Class B common stock ... is convertible into one share of Class A common stock"
A convertible is a type of investment that starts as a loan or preferred stake (like a bond or preferred share) but can be exchanged for common shares of the company at a set price or under certain conditions. It matters to investors because it offers a mix of steady income and downside protection like a loan, plus the upside of stock ownership if the company does well—similar to holding a coupon that you can trade for a full ticket if the event becomes valuable.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What performance period did Fleming's ROAD PSU settlement cover?
The 3,656-share PSU settlement was based on the issuer's satisfaction of certain performance criteria for the three-year period comprising the fiscal years ended September 30, 2024, 2025 and 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
