Form 4: Construction Partners Director Settles Significant Forward Stock Contracts

Ned N. Fleming III, a Director and 10% Owner of Construction Partners, Inc., reported the settlement of portions of a prepaid variable share forward contract and disposition of Class B common stock.

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.
• On June 6, 2025, and June 9, 2025, NNFIII ROAD, LLC, an entity controlled by Mr. Fleming, settled portions of an existing prepaid variable share forward contract.
• This contract, originally entered into on May 29, 2024, involved the disposition of derivative securities representing an obligation to sell 42,857 shares of Class A Common Stock on each settlement date.
• Additionally, on June 6, 2025, 39,420 shares of Class B Common Stock were disposed of, and on June 9, 2025, 39,527 shares of Class B Common Stock were disposed of.
• The settlement of the forward contract occurred because the volume-weighted average price of Class A common stock on the valuation date was greater than the forward cap price, leading to the delivery of shares by NNFIII.
• Mr. Fleming's beneficial ownership includes 24,000 restricted shares of Class B common stock, with 16,000 shares vesting on January 1, 2027, and 8,000 shares vesting on January 1, 2028.
• Post-transaction, Mr. Fleming's reported beneficial ownership includes 24,168 shares of Class A Common Stock directly, and significant indirect holdings through various entities such as 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.

Sentiment

Score: 5

Explanation: Neutral, as this is a standard regulatory filing reporting pre-arranged insider transactions, not indicative of positive or negative operational performance or strategic shifts for the company.

Future Outlook

No future outlook or guidance for the company is provided in this filing, as it is a report of insider transactions.

Industry Context

This Form 4 filing reports routine insider transactions and does not provide information relevant to broader industry trends or competitive analysis.

Related Party Transactions

• The reported transactions involve NNFIII ROAD, LLC, an entity controlled by Ned N. Fleming III, the reporting person.
• Mr. Fleming also has indirect beneficial ownership 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, Boyle Fleming & Co. Inc., SunTx Capital II Management Corp., and SunTx Capital Partners II G.P., L.P., all of which are controlled by or related to Mr. Fleming.

Stakeholder Impact

• Shareholders may note the disposition of shares by a director and significant owner, although it is part of a pre-arranged contract.
• The filing primarily impacts the beneficial ownership structure of Ned N. Fleming III and his related entities.

Next Steps

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

Key Dates

Keywords

Construction Partners Inc, ROAD, SEC Form 4, Insider Transaction, Beneficial Ownership, Stock Disposition, Forward Contract, Equity, Director, 10% Owner, Ned N. Fleming III, Class A Common Stock, Class B Common Stock, Restricted Stock