Form 4: Construction Partners Director Settles Forward Contract, Disposing of Over 85,000 Shares

Ned N. Fleming III, a Director and 10% Owner of Construction Partners, Inc., reported the settlement of a prepaid variable share forward contract, resulting in the disposition of 85,715 Class A Common Stock shares.

Summary

• Ned N. Fleming III, a Director and 10% Owner of Construction Partners, Inc. (ROAD), filed a Form 4 reporting changes in beneficial ownership.
• The filing details the settlement of a prepaid variable share forward contract by NNFIII ROAD, LLC, an entity controlled by Mr. Fleming, with an unaffiliated third-party buyer.
• On June 13, 2025, NNFIII ROAD, LLC delivered 42,857 shares of Class A Common Stock as part of the contract settlement.
• On June 16, 2025, an additional 42,858 shares of Class A Common Stock were delivered, completing a portion of the contract.
• The delivery of shares occurred because the volume-weighted average price of Class A Common Stock on the specified valuation dates was greater than the forward cap price set forth in the contract.
• Mr. Fleming directly beneficially owns 24,168 shares of Class A Common Stock.
• Mr. Fleming also indirectly beneficially owns shares through various entities, including NNFIII ROAD, LLC, SunTx Capital Partners II, L.P., SunTx Capital Partners II Dutch Investors, L.P., The Fleming Family Management Trust, Malachi Holdings Limited Partnership, SunTx Capital Savings Plan, FBO Ned N. Fleming, III, Boyle Fleming & Co. Inc., SunTx Capital II Management Corp., and SunTx Capital Partners II G.P., L.P.
• His indirect holdings include 24,000 restricted shares of Class B common stock with time-based vesting criteria, granted under the Construction Partners, Inc. 2024 Restricted Stock Plan.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as the share disposition was a result of the stock price exceeding a pre-defined cap price in a forward contract, indicating favorable stock performance relative to the contract terms. However, it is still a disposition of shares by an insider.

Positives

• The settlement of the forward contract indicates that the volume-weighted average price of Construction Partners' Class A Common Stock exceeded the forward cap price, suggesting favorable stock performance relative to the contract terms.

Negatives

• The transaction represents a disposition of 85,715 Class A Common Stock shares by an insider (through an entity controlled by the insider), which reduces the insider's direct equity exposure to the company.

Risks

• No specific new risks were identified in this Form 4 filing beyond the inherent risks associated with equity ownership and derivative contracts.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding the company's financial performance or strategic direction.

Industry Context

This Form 4 filing is a routine disclosure of insider stock transactions and does not provide information relevant to broader industry trends or competitive analysis within the construction sector.

Related Party Transactions

• Ned N. Fleming III indirectly beneficially owns shares through various entities he controls or has significant influence over, including NNFIII ROAD, LLC, SunTx Capital Partners II, L.P., SunTx Capital Partners II Dutch Investors, L.P., The Fleming Family Management Trust, Malachi Holdings Limited Partnership, SunTx Capital Savings Plan, FBO Ned N. Fleming, III, Boyle Fleming & Co. Inc., SunTx Capital II Management Corp., and SunTx Capital Partners II G.P., L.P. He disclaims beneficial ownership of such securities except to the extent of his pecuniary interest.

Stakeholder Impact

• Shareholders: The disposition of shares by a director and 10% owner, even if pre-arranged, slightly reduces insider alignment, but the reason for disposition (stock price above cap) could be viewed positively.
• Employees, Customers, Suppliers, Creditors: No direct impact is indicated by this filing.

Next Steps

• Vesting of 16,000 restricted Class B shares on January 1, 2027.
• Vesting of 8,000 restricted Class B shares on January 1, 2028.

Key Dates

Keywords

Construction Partners Inc., ROAD, SEC Form 4, Insider Trading, Beneficial Ownership, Stock Disposition, Forward Contract, Class A Common Stock, Class B Common Stock, Director, 10% Owner, Equity Settlement