Form 4: Construction Partners Director Ned N. Fleming III Receives Stock Grants Tied to Lone Star Paving Acquisition

Director Ned N. Fleming III receives stock grants contingent on the closing of the Asphalt Inc., LLC (Lone Star Paving) acquisition and stock price performance.

Summary

• Ned N. Fleming III, a director and 10% owner of Construction Partners, Inc., received grants of Class A and Class B common stock on October 20, 2024.
• The grants are contingent upon the closing of Construction Partners' acquisition of Asphalt Inc., LLC (Lone Star Paving) and the company's stock price reaching or exceeding $88.00 per share.
• Fleming directly owns 24,168 shares of Class A Common Stock and indirectly owns a significant amount of Class A and Class B Common Stock through various entities including SunTx Capital Partners II, L.P., SunTx Capital Partners II Dutch Investors, L.P., Malachi Holdings Limited Partnership, SunTx Capital Savings Plan, FBO Ned N. Fleming, III, Boyle Fleming & Co. Inc., NNFIII ROAD, LLC, and Fleming Family Management Trust.
• The vesting of the restricted shares is also dependent on Fleming's continued employment or service to the Issuer.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. The stock grants align the director's interests with the company's success, but the vesting is contingent on certain conditions.

Positives

• The grant of restricted stock aligns the director's interests with the company's success, incentivizing him to drive the stock price higher and complete the acquisition of Lone Star Paving.
• The acquisition of Lone Star Paving is expected to close.

Risks

• The vesting of the stock grants is contingent on the successful closing of the Lone Star Paving acquisition, which may not occur.
• The vesting is also contingent on the stock price reaching $88.00 per share, which may not be achieved within the specified timeframe.
• The director's continued employment or service to the Issuer is required for the vesting of the shares.

Future Outlook

The future beneficial ownership of Construction Partners' stock by Ned N. Fleming III is dependent on the closing of the Lone Star Paving acquisition and the company's stock price performance.

Industry Context

Stock grants to directors are a common practice to align management's interests with those of shareholders, particularly in companies undergoing acquisitions or seeking to improve stock performance.

Stakeholder Impact

• Shareholders: Potential increase in stock value if the acquisition is successful and the stock price increases.
• Employees: Potential for growth and stability with the acquisition of Lone Star Paving.
• Management: Incentivized to drive the company's success through stock grants.

Next Steps

• Closing of the acquisition of Asphalt Inc., LLC (Lone Star Paving).
• Monitoring the stock price of Construction Partners, Inc. to determine if it reaches $88.00 per share.
• Continued employment or service of Ned N. Fleming III to the Issuer.

Key Dates