Form 4: Construction Partners Director Settles Forward Sale Contracts, Adjusting Significant Holdings

Ned N. Fleming III, a Director and 10% owner of Construction Partners, Inc., reported the settlement of prepaid variable share forward contracts, resulting in the delivery of over 128,000 Class A equivalent shares by his controlled entity.

Summary

• Ned N. Fleming III, a Director and 10% owner of Construction Partners, Inc. (ROAD), filed a Form 4 detailing changes in his beneficial ownership.
• His controlled entity, NNFIII ROAD, LLC, settled portions of a prepaid variable share forward contract on June 10, 11, and 12, 2025.
• The settlement involved the delivery of 42,857 Class A Common Stock equivalent shares on each of the three dates, totaling 128,571 shares.
• The delivery occurred because the volume-weighted average price of Class A common stock on the valuation dates exceeded the forward cap price set in the contract.
• Following these transactions, NNFIII ROAD, LLC's indirect beneficial ownership of Class A Common Stock (through convertible Class B shares) decreased from 171,429 to 85,715 shares, and from 181,636 to 103,054 shares respectively for different tranches.
• Mr. Fleming also directly holds 95,515 Class B Common Stock shares, which includes 24,000 restricted shares vesting on January 1, 2027 (16,000 shares) and January 1, 2028 (8,000 shares).
• His beneficial ownership also includes significant indirect holdings through various entities he controls or is associated with, such as SunTx Capital Partners II, L.P. (2,488,322 shares), SunTx Capital Partners II Dutch Investors, L.P. (1,254,746 shares), Malachi Holdings Limited Partnership (1,535,857 shares), and others.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While a significant number of shares were delivered by an insider's controlled entity, this was due to a pre-arranged forward contract settling favorably for the counterparty (implying strong stock performance). Additionally, the insider received a new restricted stock grant, indicating continued alignment with the company.

Positives

• The settlement of the forward sale contracts occurred because the stock's volume-weighted average price was greater than the forward cap price, indicating favorable stock performance relative to the contract terms.
• Mr. Fleming received a grant of 24,000 restricted Class B common shares under the Construction Partners, Inc. 2024 Restricted Stock Plan, demonstrating continued equity incentive.

Negatives

• The settlement of the forward contracts resulted in the delivery of a significant number of shares (totaling 128,571 Class A equivalent shares) by an entity controlled by Mr. Fleming, reducing his indirect beneficial ownership.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding the company's financial performance or strategic outlook, focusing solely on insider share ownership changes.

Industry Context

This Form 4 filing is specific to an insider's share transactions within Construction Partners, Inc. and does not provide broader industry trends or competitive analysis.

Related Party Transactions

• The reported transactions involve NNFIII ROAD, LLC, a limited liability company controlled by Ned N. Fleming, III.
• Indirect beneficial ownership is reported through various entities including 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, and Boyle Fleming & Co. Inc., all of which are controlled by or related to Mr. Fleming.

Stakeholder Impact

• Shareholders may note the reduction in direct exposure by a significant insider, although it stems from a pre-arranged contract and implies strong stock performance.
• The grant of restricted shares to Mr. Fleming aligns his long-term interests with those of shareholders.

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, ROAD, SEC Form 4, Insider Transaction, Beneficial Ownership, Forward Sale Contract, Share Delivery, Ned N. Fleming III, Equity Holdings