Form 4: Insider Trading: Fleming IV Reports ROAD Stock Changes

Ned N. Fleming IV, a member of Construction Partners' 10% owner group, reported recent acquisitions of Class A and Class B common stock and a disposition of Class A shares for tax withholding.

Summary

• Ned N. Fleming IV, a member of Construction Partners, Inc.'s 10% owner group, reported changes in beneficial ownership of Class A and Class B common stock.
• On October 17, 2025, 4,925 immediately vested shares of Class A common stock were granted under the 2018 Equity Incentive Plan.
• On October 17, 2025, 12,134 immediately vested shares of Class B common stock were granted under the 2024 Restricted Stock Plan.
• On October 20, 2025, 4,154 shares of Class A common stock were disposed of at $115.01 per share to satisfy tax withholding obligations upon the vesting of restricted shares.
• Following these transactions, direct beneficial ownership includes 41,528 shares of Class A common stock (including 2,033 restricted shares vesting through September 30, 2028), 100,869 shares of Class B common stock, and 1,360 cash-settled Restricted Stock Units (RSUs) vesting through September 30, 2028.
• Indirect beneficial ownership includes 9,333 Class A common stock and 140,572 Class B common stock held by Tar Frog Investment Management LLC, and 241,008 Class B common stock held by the Ned N. Fleming, IV 2013 Trust.

Sentiment

Score: 5

Explanation: The filing is a factual report of insider transactions, including both acquisitions through grants and dispositions for tax withholding, which are routine events and do not inherently indicate a positive or negative sentiment regarding the company's performance or outlook.

Positives

• Acquisition of 4,925 immediately vested Class A common stock through a grant.
• Acquisition of 12,134 immediately vested Class B common stock through a grant.
• Continued significant beneficial ownership, indicating ongoing alignment with shareholder interests.

Negatives

• Disposition of 4,154 Class A common stock shares at $115.01 per share to cover tax withholding obligations, resulting in a reduction of direct Class A holdings.

Future Outlook

The reporting person holds restricted Class A common stock and cash-settled Restricted Stock Units (RSUs) with time-based vesting criteria scheduled for September 30, 2026, September 30, 2027, and September 30, 2028.

Industry Context

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

Related Party Transactions

• Indirect beneficial ownership of 9,333 Class A common stock and 140,572 Class B common stock through Tar Frog Investment Management LLC, where the reporting person serves as co-manager and shares voting and disposition power.
• Indirect beneficial ownership of 241,008 Class B common stock through the Ned N. Fleming, IV 2013 Trust, where the reporting person is a trustee. Both the Trust and Ned N. Fleming IV are members of a 10% owner group.

Stakeholder Impact

• Shareholders: Provides transparency on insider holdings and transactions, which is standard for corporate governance. The transactions are routine and unlikely to have a significant direct impact.
• Employees: The grants are part of an equity incentive plan, which can align management incentives with company performance.

Next Steps

• Vesting of 1,227 restricted Class A shares on September 30, 2026.
• Vesting of 556 restricted Class A shares on September 30, 2027.
• Vesting of 250 restricted Class A shares on September 30, 2028.
• Vesting of 554 cash-settled RSUs on September 30, 2026.
• Vesting of 556 cash-settled RSUs on September 30, 2027.
• Vesting of 250 cash-settled RSUs on September 30, 2028.

Key Dates

Keywords

Construction Partners, ROAD, SEC Form 4, Insider Transaction, Beneficial Ownership, Class A Common Stock, Class B Common Stock, Restricted Stock Units, Equity Incentive Plan, Stock Grant, Tax Withholding