Construction Partners’ Ned Fleming files Form 4: 4,500 grant
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Construction Partners, Inc. (ROAD) director and 10% owner Ned N. Fleming, III reported insider activity on 10/17/2025. He received a grant of 4,500 restricted shares of Class B common stock under the 2024 Restricted Stock Plan, and the award vested on the grant date.
Following the transaction, Mr. Fleming reported 100,015 derivative securities beneficially owned. Each share of Class B common stock converts 1-for-1 into Class A common stock per the company’s charter. He also reported 24,168 shares of Class A common stock owned directly, alongside various indirect holdings through affiliated entities.
Positive
- None.
Negative
- None.
Insider Trade Summary
11 transactions reported
Mixed
11 txns
Insider
Fleming Ned N III
Role
Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Class B Common Stock | 4,500 | $0.00 | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 100,015 shares (Direct);
Class B Common Stock — 24,362 shares (Indirect, By NNFIII ROAD, LLC);
Class A Common Stock — 24,168 shares (Direct)
Footnotes (1)
- Each share of Class B common stock, par value $0.001 per share ("Class B common stock"), of Construction Partners, Inc. (the "Issuer") is convertible into one share of Class A common stock, par value $0.001 per share ("Class A common stock"), of the Issuer (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. The reported transaction represents a grant of restricted shares of Class B common stock pursuant to the Construction Partners, Inc. 2024 Restricted Stock Plan (the "2024 Plan"). The shares of Class B common stock subject to the reported award vested on the date of grant. Includes 24,000 restricted shares of Class B common stock with time-based vesting criteria granted to Mr. Fleming under the 2024 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. NNFIII is a limited liability company controlled by Ned N. Fleming, III. 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. (Continued from Footnote 5) 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 Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose. 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. 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. 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. 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.
FAQ
What did ROAD’s Ned N. Fleming, III report on his Form 4?
He reported a grant of 4,500 restricted shares of Class B common stock on 10/17/2025 that vested on the grant date under the 2024 Plan.
How many derivative securities does Ned N. Fleming, III hold after the reported transaction?
He reported 100,015 derivative securities beneficially owned following the transaction.
How does Construction Partners’ Class B stock relate to Class A?
Each share of Class B common stock is convertible into one share of Class A common stock under specified conditions.
Did the filing list indirect holdings through affiliated entities?
Yes. Examples include 24,362 Class A shares by NNFIII ROAD, LLC and 2,488,322 Class A shares by SunTx Capital Partners II, L.P.