SCHEDULE: SunTx Entities, Directors Boost Construction Partners Stake

A group of SunTx entities and Construction Partners directors have disclosed increased beneficial ownership in the company's Class A Common Stock, with Ned N. Fleming, III holding the largest stake at 13.8%.

Summary

• SunTx Capital II Management Corp., SunTx Capital Partners II G.P., L.P., SunTx Capital Partners II, L.P., SunTx Capital Partners II Dutch Investors, L.P., and individuals Ned N. Fleming, III, Craig Jennings, and Mark R. Matteson (collectively, the "Reporting Persons") have filed an Amendment No. 8 to Schedule 13G for Construction Partners, Inc.
• The filing reports beneficial ownership of Class A Common Stock as of September 30, 2025.
• Ned N. Fleming, III, a director of Construction Partners, Inc., is the largest beneficial owner among the reporting persons, holding an aggregate of 7,623,635 shares, representing 13.8% of the Class A Common Stock.
• Craig Jennings, also a director, beneficially owns 6,304,621 shares, or 11.7% of the class.
• Mark R. Matteson, another director, beneficially owns 6,368,853 shares, or 11.8% of the class.
• SunTx Capital II Management Corp. beneficially owns 5,924,340 shares, or 11.0% of the class.
• The beneficial ownership percentages are calculated based on 47,949,084 shares of Class A Common Stock outstanding as of November 13, 2025, plus Class B Common Stock convertible into Class A Common Stock within 60 days by the respective reporting persons.
• Shared voting power among some reporting persons stems from a voting agreement involving other individuals and entities, including N. Nelson Fleming, IV, Fred J. Smith, III, Tar Frog Investment Management, LLC, Grace Ltd., Charles E. Owens, and Barrett N. Bruce.

Sentiment

Score: 6

Explanation: The filing is a routine disclosure of beneficial ownership, indicating continued significant stakes by institutional investors and company directors. While not inherently positive or negative, it reflects stability in major shareholder positions and potential alignment of interests.

Positives

• Increased beneficial ownership by key institutional investors and company directors may signal confidence in the company's future prospects.
• The significant stakes held by directors Ned N. Fleming, III (13.8%), Craig Jennings (11.7%), and Mark R. Matteson (11.8%) align their interests with those of public shareholders.

Future Outlook

NA

Management Comments

• Each of the Reporting Persons expressly disclaims beneficial ownership of all shares of Class A Common Stock reported herein other than those shares such Reporting Person holds directly.
• Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the "Act"), or any other purpose, the beneficial owner of any securities covered by this statement.
• Each of the Reporting Persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act.
• Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

Industry Context

NA

Corporate Governance

Related Party Transactions

• Ned N. Fleming, III, Craig Jennings, and Mark R. Matteson are directors of Construction Partners, Inc. and are also associated with the SunTx entities (e.g., Mr. Fleming is majority shareholder and sole director of SunTx Capital II Management).
• Their beneficial ownership includes shares held directly, through trusts, 401(k) accounts, and limited partnerships controlled by them (e.g., Malachi Holdings Limited Partnership for Mr. Fleming, CJCT Associates Limited Partnership for Mr. Jennings, AMDG Associates Limited Partnership for Mr. Matteson).

Stakeholder Impact

• Shareholders: The disclosure provides transparency regarding significant ownership stakes by institutional investors and company directors, which can influence investor perception of control and alignment of interests.
• Management: The substantial holdings by directors Ned N. Fleming, III, Craig Jennings, and Mark R. Matteson indicate strong insider commitment and potential influence on strategic direction.

Key Dates

Recommendation

This Schedule 13G filing is a routine disclosure of beneficial ownership by a group of institutional investors and company directors. It confirms significant, stable stakes held by these parties, including directors Ned N. Fleming, III (13.8%), Craig Jennings (11.7%), and Mark R. Matteson (11.8%). While the substantial insider and institutional ownership suggests confidence and alignment of interests, the filing itself does not contain new operational or financial information to warrant a change in investment thesis. Therefore, a 'hold' recommendation is appropriate, maintaining current positions while awaiting further fundamental updates.

Keywords

Construction Partners Inc, CPA, Schedule 13G, Beneficial Ownership, Institutional Investor, Director Holdings, SunTx Capital, Class A Common Stock, Voting Agreement, SEC Filing