Ned N. Fleming IV - Apr 14, 2025 Form 4 Insider Report for Construction Partners, Inc. (ROAD)

Role
Member of 10% owner group
Signature
/s/ Ned N. Fleming, IV
Stock symbol
ROAD
Transactions as of
Apr 14, 2025
Transactions value $
$1,131,297
Form type
4
Date filed
4/15/2025, 05:23 PM
Previous filing
Mar 6, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ROAD Class A Common Stock Purchase $443K +6K $73.83 6K Apr 14, 2025 By Tar Frog Investment Management LLC F1, F2
transaction ROAD Class A Common Stock Purchase $246K +3.33K +55.55% $73.83 9.33K Apr 14, 2025 By Tar Frog Investment Management LLC F1, F2
holding ROAD Class A Common Stock 41.2K Apr 14, 2025 Direct F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ROAD Class B Common Stock Purchase $442K +5.99K +4.45% $73.83 141K Apr 14, 2025 Class A Common Stock 5.99K By Tar Frog Investment Management LLC F2, F4, F5
holding ROAD Class B Common Stock 241K Apr 14, 2025 Class A Common Stock 241K By the Ned N. Fleming, IV 2013 Trust F4, F6
holding ROAD Class B Common Stock 88.7K Apr 14, 2025 Class A Common Stock 88.7K Direct F4
holding ROAD Restricted Stock Units 1.91K Apr 14, 2025 Class A Common Stock 1.91K Direct F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reported transaction represents a privately negotiated purchase of shares of Class A common stock, $0.001 par value ("Class A common stock"), of Construction Partners, Inc. (the "Issuer") from another holder of Class A common stock.
F2 The 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.
F3 Includes 16,349 restricted shares of Class A common stock with time-based vesting criteria previously granted to the reporting person under the Construction Partners, Inc. 2018 Equity Incentive Plan (the "Plan") that vest as follows: (i) 14,316 shares on September 30, 2025, (ii) 1,227 shares on September 30, 2026, (iii) 556 shares on September 30, 2027, and (iv) 250 shares on September 30, 2028. Under the terms of the respective award agreements, the reporting person has sole voting power with respect to the shares.
F4 Each 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.
F5 The reported transaction represents a privately negotiated purchase of shares of Class B common stock from another member of the Issuer's management who is a holder of Class B common stock.
F6 The 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.
F7 Each 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.
F8 Includes 1,914 RSUs with time-based vesting criteria granted under the Plan that vest as follows: (i) 554 RSUs on September 30, 2025, (ii) 554 RSUs on September 30, 2026, (iii) 556 RSUs on September 30, 2027, and (iv) 250 RSUs on September 30, 2028.