SEC Form 4 · accession 0001628280-26-055310
Construction Partners, Inc. · ROAD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ned N. Fleming IV
Officer — Senior VP - Strategy & Bus Dev · Other
Period of report
Aug 6, 2026
Accepted (ET)
Aug 10, 2026 · 4:45 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001718227
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | holding | — | — | — | 43,964 | D | ||
| Class A Common StockF2 | holding | — | — | — | 9,333 | I | By Tar Frog Investment Management LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF5,F3 | — | Aug 6, 2026 | A | 50,000 | A | — | — | Class A Common Stock | 50,000 | 150,869 | D |
| Class B Common StockF6,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 241,008 | 241,008 | I |
| Class B Common StockF2,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 140,572 | 140,572 | I |
| Restricted Stock UnitsF8,F7 | — | holding | — | — | — | — | — | Class A Common Stock | 1,360 | 1,360 | D |
Explanation of responses
- F1Includes 3,461 restricted shares of Class A common stock, $0.001 par value ("Class A common stock"), of Construction Partners, Inc. (the "Issuer") with time-based vesting criteria previously granted under the Construction Partners, Inc. 2018 Equity Incentive Plan (the "Incentive Plan") that vest as follows, in each case, subject to the reporting person's continued service with the Issuer through the applicable vesting date: (i) 1,584 shares on September 30, 2026, (ii) 913 shares on September 30, 2027, (iii) 607 shares on September 30, 2028, and (iv) 357 shares on September 30, 2029. Under the terms of the respective award agreements, the reporting person has sole voting power with respect to the reported shares.
- F2The reported shares are held by a limited liability company for which the reporting person serves as co-manager, and, in such capacity, shares the power to vote and direct the disposition of the shares.
- F3Each share of Class B common stock, $0.001 par value, of the Issuer ("Class B common stock") is convertible into one share of Class A common stock (i) at any time at the option of the holder or (ii) upon any transfer, except for certain transfers described in the Issuer's amended and restated certificate of incorporation. In addition, upon the election of the holders of a majority of the then-outstanding shares of Class B common stock, all outstanding shares of Class B common stock will be converted into shares of Class A common stock. The holders of Class A common stock and Class B common stock vote as a single class on all matters submitted to a vote of stockholders. The holders of Class A common stock are entitled to one vote per share, and the holders of the Class B common stock are entitled to 10 votes per share. The shares of Class B common stock do not expire.
- F4The reported transaction represents a grant of restricted shares of Class B common stock with time-based vesting criteria under the Construction Partners, Inc. 2024 Restricted Stock Plan (the "Restricted Stock Plan"). The shares of Class B common stock subject to the reported award vest as a single tranche on September 30, 2030, subject to the reporting person's continued service with the Issuer through such date.
- F5Includes 50,000 restricted shares of Class B common stock with time-based vesting criteria granted under the Restricted Stock Plan that vest as a single tranche on September 30, 2030, subject to the reporting person's continued service with the Issuer through such date.
- F6The reported shares are owned directly by the Ned N. Fleming, IV 2013 Trust (the "Trust") and indirectly by Ned N. Fleming, IV as trustee of the Trust. Each of the Trust and Ned N. Fleming, IV are members of a 10% owner group of the Issuer.
- F7Each restricted stock unit ("RSU") represents a contingent right to receive cash in an amount equal to the value of one share of Class A common stock on the applicable vesting date. The RSUs do not expire.
- F8Includes 1,360 cash-settled RSUs with time-based vesting criteria previously granted under the Incentive Plan that vest as follows, in each case, subject to the reporting person's continued service with the Issuer through the applicable vesting date: (i) 554 RSUs on September 30, 2026, (ii) 556 RSUs on September 30, 2027, and (iii) 250 RSUs on September 30, 2028.