Ned N. Fleming III, a director and 10% owner of Construction Partners, Inc. (NASDAQ:ROAD), filed a Form 4 on November 9, 2026, disclosing a privately negotiated purchase of 250 shares of Class B common stock at $88.33 per share on November 9, 2026.

Key Highlights

  • Transaction: Fleming purchased 250 shares of Class B common stock at $88.33 per share in a privately negotiated transaction on November 9, 2026.
  • Indirect holding via Malachi Holdings: Following the transaction, Malachi Holdings Limited Partnership, controlled by Fleming, beneficially owned 1,536,107 shares of Class A common stock (on a converted basis).
  • Direct holdings: Fleming directly held 120,175 shares of Class B common stock, including 24,000 restricted shares under the Construction Partners 2024 Restricted Stock Plan with time-based vesting in 2027 and 2028.
  • Section 16(b) note: According to the filing, the transaction "may be deemed matchable under Section 16(b)" with a previously reported disposition, and "because the purchase price for the previously reported disposition for the transaction reported herein equaled the sale price, no profit was realized by the reporting person."
  • Restricted stock vesting schedule: Of the 24,000 restricted Class B shares, 16,000 vest on January 1, 2027 and 8,000 vest on January 1, 2028, per the filing.
  • Aggregate indirect exposure: Fleming is associated with holdings across multiple entities, including SunTx Capital Partners II, L.P. (2,488,322 shares) and SunTx Capital Partners II Dutch Investors, L.P. (1,254,746 shares), though the filing notes he disclaims beneficial ownership beyond his pecuniary interest.

Fleming's November 2026 Privately Negotiated Class B Purchase and Beneficial Ownership Detail

According to the Form 4 filed November 9, 2026, Ned N. Fleming III, identified as both a director and 10% owner of Construction Partners, Inc. (NASDAQ:ROAD), acquired 250 shares of Class B common stock through a privately negotiated purchase at a price of $88.33 per share. The filing notes that each share of Class B common stock is convertible into one share of Class A common stock at the holder's option, automatically upon certain non-permitted transfers, or upon election by a majority of Class B holders.

The filing discloses that Fleming holds shares directly and indirectly through a network of entities. His direct holdings of Class B common stock total 120,175 shares, which includes 24,000 restricted shares granted under the Construction Partners, Inc. 2024 Restricted Stock Plan. Those restricted shares vest in two tranches: 16,000 on January 1, 2027 and 8,000 on January 1, 2028. Fleming is noted to have sole voting power over those restricted shares under the award agreement terms.

Indirectly, the filing reports holdings through Malachi Holdings Limited Partnership (1,536,107 shares), NNFIII ROAD, LLC (24,362 shares), Ned N. Fleming III Legacy Trust (2,000 shares), Fleming Family Management Trust (4,000 shares), SunTx Capital Savings Plan FBO Ned N. Fleming III (10,621 shares), Boyle Fleming & Co. Inc. (272 shares), SunTx Capital II Management Corp. (674 shares), SunTx Capital Partners II G.P., L.P. (23 shares), SunTx Capital Partners II, L.P. (2,488,322 shares), and SunTx Capital Partners II Dutch Investors, L.P. (1,254,746 shares). For the SunTx entities and several trusts and corporations, the filing states that Fleming disclaims beneficial ownership except to the extent of his pecuniary interest, and that the report "shall not be deemed an admission that Mr. Fleming is the beneficial owner of such securities for purposes of Section 16."

What Was Disclosed

Fleming filed a Form 4 reporting a privately negotiated purchase of 250 Class B shares at $88.33 each on November 9, 2026, alongside updated beneficial ownership figures across direct holdings and multiple indirect entities affiliated with him.