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Construction Partners, Inc. director Michael H. McKay reported a charitable donation of 1,000 shares of Class A common stock on 12/16/2025 at a price of $0. After the gift, a trust for which he serves as sole trustee holds 22,192 Class A shares indirectly.
The filing also lists his Class B common stock positions, which are convertible into Class A on a one-for-one basis. He holds 73,197 Class B shares indirectly through the trust and 8,000 restricted Class B shares directly, with 5,333 scheduled to vest on January 1, 2027 and 2,667 on January 1, 2028. Class B shares carry 10 votes per share compared with one vote per share for Class A, and both classes vote together.
Construction Partners, Inc. director and 10% owner Ned N. Fleming III reported an insider transaction involving the company’s dual-class stock. On December 9, 2025, a trust he controls, the Ned N. Fleming III Legacy Trust, acquired 2,000 shares of Class B common stock, which is convertible into the same number of Class A shares, at $115 per share.
The disclosure also outlines Mr. Fleming’s indirect beneficial ownership of multiple blocks of Class B stock, each convertible into one share of Class A common stock, held through various entities and family trusts. One award includes 24,000 restricted shares of Class B common stock that vest in two tranches on January 1, 2027 and January 1, 2028, for which he has sole voting power. In several cases he states he may be deemed to beneficially own these securities and disclaims ownership beyond his pecuniary interest.
Construction Partners, Inc. (ROAD) President and CEO, who also serves as a director, reported several share movements involving Class A and Class B common stock. On 11/24/2025, he entered a privately negotiated exchange of 33,658 shares of Class A common stock for an equal number of Class B shares with another Class B holder, with no sale price and no profit realized, and he agreed to voluntarily disgorge to the company any profits from matchable transactions within six months of these trades.
On 11/25/2025, he voluntarily converted 30,000 shares of Class B common stock into 30,000 shares of Class A on a one-for-one basis, as permitted by the company’s charter, and donated 30,000 Class A shares to a charitable donor-advised fund. Following these transactions, he directly holds 13,553 Class A shares, all of which are restricted, and indirectly holds additional Class A interests through Tar Frog Investment Management LLC, which he co-manages. Each Class B share is convertible into one Class A share and carries ten votes per share versus one vote for Class A.
Construction Partners, Inc. (ROAD) filed its annual report describing a year of aggressive growth in the Sunbelt road construction market. The company specializes in asphalt-based roadway construction and maintenance across eight states, supplying hot mix asphalt, aggregates and related services for public and private projects.
In fiscal 2025, it executed a major acquisition program, completing five deals across four states with aggregate consideration of approximately $1.5 billion, adding 27 HMA plants, four aggregate facilities, terminals and a large equipment fleet. Subsequent to year-end, it closed additional Houston- and Florida-focused acquisitions totaling about $262.1 million. Contract backlog rose to $3.0 billion at September 30, 2025, up from $2.0 billion a year earlier, with about 78% expected to convert within 12 months.
The company also restructured its capital base, drawing an $850.0 million Term Loan B in November 2024 and expanding its Term Loan A and revolving credit facility to $600.0 million and $500.0 million, respectively, both maturing in 2030. Public customers accounted for roughly 65% of fiscal 2025 revenues and projects for all state DOTs represented 43.4%. Management introduced its ROAD 2030 plan, which contemplates revenues exceeding $6 billion by fiscal 2030.
Construction Partners, Inc. (ROAD) reported an insider transaction by its SVP and General Counsel, who filed a Form 4 for activity on 11/19/2025. The executive surrendered 2,908 shares of Class A common stock at $112.02 per share to the company to cover tax withholding tied to the vesting of previously granted performance-based restricted stock units under the 2018 Equity Incentive Plan.
After this tax-related share surrender, the reporting person beneficially owned 27,575 shares of Class A common stock, including 3,632 restricted shares that vest in tranches from September 30, 2026 through September 30, 2029. The filing also notes 12,458 shares of Class B common stock, which are convertible into an equal number of Class A shares and carry 10 votes per share, and 1,388 cash-settled restricted stock units that vest between 2026 and 2028.
Construction Partners, Inc. (ROAD) insider activity centered on tax withholding. Reporting person Ned N. Fleming, IV surrendered 2,129 shares of Class A common stock on November 19, 2025, coded as an "F" transaction, to the company to cover tax obligations from previously awarded performance-based restricted stock units. The number of shares was calculated using a value of $112.02 per share, the closing price of Class A stock on November 4, 2025, the vesting date.
After this transaction, Fleming directly beneficially owned 43,964 shares of Class A common stock and indirectly held 9,333 shares through Tar Frog Investment Management LLC. He also has significant holdings of Class B common stock that are convertible into Class A shares on specified terms, as well as 1,360 cash-settled restricted stock units that vest over time.
Construction Partners, Inc. (ROAD) reported that its President, CEO and director surrendered 12,785 shares of Class A common stock on 11/19/2025 to the company to cover tax withholding tied to the vesting of previously granted performance-based restricted stock units. The share value for this tax withholding was set at $112.02 per share, based on the Class A closing price on November 4, 2025, the vesting date.
After this transaction, the insider beneficially owns 47,211 shares of Class A common stock directly, including 13,553 restricted shares that vest in tranches from September 30, 2026 through September 30, 2029, and 9,333 shares held indirectly through Tar Frog Investment Management LLC. The insider also reports 433,497 shares of Class B common stock held directly and 140,572 Class B shares held indirectly through Tar Frog, each Class B share being convertible into one Class A share and carrying 10 votes per share.
Construction Partners, Inc. (ROAD) reported that Senior VP, Personnel and Administration, Robert G. Baugnon surrendered 2,251 shares of Class A common stock to the company to cover tax withholding due on the vesting of previously granted performance-based restricted stock units under the 2018 Equity Incentive Plan. The shares were valued at $112.02 per share, based on the Class A common stock closing price on November 4, 2025, the vesting date.
After this tax-related share surrender, Baugnon beneficially owns 24,547 shares of Class A common stock, including 4,839 restricted shares that vest in stages: 2,149 shares on September 30, 2026, 1,476 shares on September 30, 2027, 857 shares on September 30, 2028, and 357 shares on September 30, 2029. He retains sole voting power over the reported shares.
Construction Partners, Inc. (ROAD) reported an insider equity transaction by its SVP and Chief Financial Officer, Gregory A. Hoffman. On 11/19/2025, he surrendered 3,527 shares of Class A common stock at a value of $112.02 per share to the company to cover tax withholding due on the vesting of performance-based restricted stock units granted under the 2018 Equity Incentive Plan, which vested on November 4, 2025.
After this tax-related surrender, he beneficially owns 40,217 shares of Class A common stock, including 7,043 restricted shares scheduled to vest in tranches on September 30 of 2026, 2027, 2028, and 2029. He also holds 20,621 shares of Class B common stock, each convertible into one Class A share and carrying 10 votes per share compared with one vote per Class A share.
Construction Partners, Inc. (ROAD) filed a Form 8-K to announce that it issued a press release with financial results for its fiscal quarter and fiscal year ended September 30, 2025. The press release, dated November 20, 2025, is furnished as Exhibit 99.1 and incorporated by reference into this report. The company notes that the information in Item 2.02 and Exhibit 99.1 is being furnished, not filed, so it is not subject to certain Exchange Act liabilities or automatically incorporated into Securities Act registration statements.