Form: SCHEDULE 13G/A

Statement of Beneficial Ownership by Certain Investors

November 14, 2025






Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox checked   Rule 13d-1(d)






SCHEDULE 13G




Comment for Type of Reporting Person:   (1) In reference to rows 5, 7 and 9 above, consists of an aggregate of 3,743,765 shares of Class A Common Stock, $0.001 par value per share (Class A Common Stock), of Construction Partners, Inc. (the Issuer) issuable upon the conversion of (a) 2,488,322 shares of the Issuer's Class B Common Stock, $0.001 par value per share (Class B Common Stock), held by SunTx Capital Partners II, L.P. (SunTx Partners II), (b) 1,254,746 shares of Class B Common Stock held by SunTx Capital Partners II Dutch Investors, L.P. (SunTx Partners Dutch LP), (c) 674 shares of Class B Common Stock held by SunTx Capital II Management Corp. (SunTx Capital II Management) and (d) 23 shares of Class B Common Stock held by SunTx Capital Partners II G.P., L.P. (SunTx Partners II GP). (2) In reference to rows 6 and 9 above, includes, as a result of the execution of a voting agreement, (a) (i) 46,093 shares of Class A Common Stock held by N. Nelson Fleming, IV and (ii) an aggregate of 341,877 shares of Class A Common Stock issuable upon the conversion of (x) 100,869 shares of Class B Common Stock held by N. Nelson Fleming, IV and (y) 241,008 shares of Class B Common Stock held by the Ned N. Fleming, IV 2013 Trust, (b) (i) 59,996 shares of Class A Common Stock held by Fred J. Smith, III, (ii) 9,333 shares of Class A Common Stock held by Tar Frog Investment Management, LLC (Tar Frog), a limited liability company for which N. Nelson Fleming, IV and Mr. Smith serve as co-managers, and, in such capacity, share the power to vote and direct the disposition of such shares, and (iii) an aggregate of 574,069 shares of Class A Common Stock issuable upon the conversion of (x) 433,497 shares of Class B Common Stock held by Mr. Smith and (y) 140,572 shares of Class B Common Stock held by Tar Frog, (c) (i) 102,610 shares of Class A Common Stock held by Grace Ltd. (Grace), a limited partnership for which Charles E. Owens serves as general partner and, in such capacity, has the power to vote and direct the disposition of such shares, and (ii) an aggregate of 1,007,069 shares of Class A Common Stock issuable upon conversion of (x) 1,000,000 shares of Class B Common Stock held by Grace and (y) 7,069 shares of Class B Common Stock held by Mr. Owens, and (d) an aggregate of 39,528 shares of Class A Common Stock held by Barrett N. Bruce issuable upon the conversion of (x) 38,991 shares of Class B Common Stock held by Mr. Bruce and (y) 537 shares of Class B Common Stock held by a 401(k) account for the benefit of Mr. Bruce. (3) In reference to row 11 above, calculated based on (a) 47,949,084 shares of Class A Common Stock outstanding as of November 13, 2025 based on information provided by the Issuer and (b) an aggregate of 5,706,308 shares of Class B Common Stock, which are convertible into shares of Class A Common Stock by the Reporting Persons (as defined herein) within sixty (60) days of this Schedule 13G.


SCHEDULE 13G




Comment for Type of Reporting Person:   (1) In reference to rows 5, 7 and 9 above, consists of an aggregate of 3,743,091 shares of Class A Common Stock issuable upon the conversion of (a) 2,488,322 shares of Class B Common Stock held by SunTx Partners II, (b) 1,254,746 shares of Class B Common Stock held by SunTx Partners Dutch LP and (c) 23 shares of Class B Common Stock held by SunTx Partners II GP. (2) In reference to row 11 above, calculated based on (a) 47,949,084 shares of Class A Common Stock outstanding as of November 13, 2025 based on information provided by the Issuer and (b) an aggregate of 3,743,091 shares of Class B Common Stock, which are convertible into shares of Class A Common Stock by the Reporting Persons within sixty (60) days of this Schedule 13G.


SCHEDULE 13G




Comment for Type of Reporting Person:   (1) In reference to rows 5, 7 and 9 above, consists of 2,488,322 shares of Class A Common Stock issuable upon the conversion of 2,488,322 shares of Class B Common Stock. (2) In reference to row 11 above, calculated based on (a) 47,949,084 shares of Class A Common Stock outstanding as of November 13, 2025 based on information provided by the Issuer and (b) an aggregate of 2,488,322 shares of Class B Common Stock, which are convertible into shares of Class A Common Stock by SunTx Partners II within sixty (60) days of this Schedule 13G.


SCHEDULE 13G




Comment for Type of Reporting Person:   (1) In reference to rows 5, 7 and 9 above, consists of 1,254,746 shares of Class A Common Stock issuable upon the conversion of 1,254,746 shares of Class B Common Stock. (2) In reference to row 11 above, calculated based on (a) 47,949,084 shares of Class A Common Stock outstanding as of November 13, 2025 based on information provided by the Issuer and (b) an aggregate of 1,254,746 shares of Class B Common Stock, which are convertible into shares of Class A Common Stock by SunTx Partners Dutch LP within sixty (60) days of this Schedule 13G.


SCHEDULE 13G




Comment for Type of Reporting Person:   (1) In reference to rows 5 and 9 above, includes an aggregate of 5,418,892 shares of Class A Common Stock issuable upon the conversion (a) 100,015 shares of Class B Common Stock held by Mr. Fleming, 24,000 of which are restricted shares of Class B Common Stock that are not vested or do not vest within sixty (60) days of this Schedule 13G and, as a result, Mr. Fleming has the right to vote, but not to dispose or direct the disposition of, such shares, (b) 2,488,322 shares of Class B Common Stock held by SunTx Partners II, (c) 1,254,746 shares of Class B Common Stock held by SunTx Partners Dutch LP, (d) 674 shares of Class B Common Stock held by SunTx Capital II Management, (e) 23 shares of Class B Common Stock held by SunTx Partners II GP, (f) 4,000 shares of Class B Common Stock held by a trust of which Mr. Fleming's spouse is the sole trustee and sole beneficiary, (g) 1,535,857 shares of Class B Common Stock held by Malachi Holdings Limited Partnership, a limited partnership controlled by Mr. Fleming, (h) 10,621 shares of Class B Common Stock held by SunTx Capital Savings Plan, FBO Ned N. Fleming, III, a 401(k) account for the benefit of Mr. Fleming, (i) 272 shares of Class B Common Stock held by Boyle Fleming & Co. Inc., a corporation controlled by Mr. Fleming, and (j) 24,362 shares of Class B Common Stock held by NNFIII ROAD, LLC, a limited liability company controlled by Mr. Fleming. (2) In reference to row 7 above, includes the shares listed in footnote 1 above that are vested or will vest within sixty (60) days of this Schedule 13G. (3) In reference to rows 6 and 9 above, includes, as a result of the execution of a voting agreement, (a) (i) 46,093 shares of Class A Common Stock held by N. Nelson Fleming, IV and (ii) an aggregate of 341,877 shares of Class A Common Stock issuable upon the conversion of (x) 100,869 shares of Class B Common Stock held by N. Nelson Fleming, IV and (y) 241,008 shares of Class B Common Stock held by the Ned N. Fleming, IV 2013 Trust, (b) (i) 59,996 shares of Class A Common Stock held by Fred J. Smith, III, (ii) 9,333 shares of Class A Common Stock held by Tar Frog, and (iii) an aggregate of 574,069 shares of Class A Common Stock issuable upon the conversion of (x) 433,497 shares of Class B Common Stock held by Mr. Smith and (y) 140,572 shares of Class B Common Stock held by Tar Frog, (c) (i) 102,610 shares of Class A Common Stock held by Grace and (ii) an aggregate of 1,007,069 shares of Class A Common Stock issuable upon conversion of (x) 1,000,000 shares of Class B Common Stock held by Grace and (y) 7,069 shares of Class B Common Stock held by Mr. Owens, and (d) an aggregate of 39,528 shares of Class A Common Stock held by Barrett N. Bruce issuable upon the conversion of (x) 38,991 shares of Class B Common Stock held by Mr. Bruce and (y) 537 shares of Class B Common Stock held by a 401(k) account for the benefit of Mr. Bruce. (4) In reference to row 11 above, calculated based on (a) 47,949,084 shares of Class A Common Stock outstanding as of November 13, 2025 based on information provided by the Issuer and (b) an aggregate of 7,381,435 shares of Class B Common Stock, which are convertible into shares of Class A Common Stock by the Reporting Persons within sixty (60) days of this Schedule 13G.


SCHEDULE 13G




Comment for Type of Reporting Person:   (1) In reference to rows 5 and 9 above, includes an aggregate of 4,107,046 shares of Class A Common Stock issuable upon the conversion (a) 2,488,322 shares of Class B Common Stock held by SunTx Partners II, (b) 1,254,746 shares of Class B Common Stock held by SunTx Partners Dutch LP, (c) 674 shares of Class B Common Stock held by SunTx Capital II Management, (d) 23 shares of Class B Common Stock held by SunTx Capital Partners II GP, (e) 355,179 shares of Class B Common Stock held by CJCT Associates Limited Partnership, a limited partnership controlled by Mr. Jennings, (f) 102 shares of Class B Common Stock held by SunTx Capital Savings Plan FBO, Craig Jennings, a 401(k) account for the benefit of Mr. Jennings and (g) 8,000 shares of restricted Class B Common Stock held by Mr. Jennings, none of which will vest within sixty (60) days of this Schedule 13G. (2) In reference to row 7 above, includes the shares listed in footnote 1 above that are vested or will vest within sixty (60) days of this Schedule 13G. (3) In reference to rows 6 and 9 above, includes, as a result of the execution of a voting agreement, (a) (i) 46,093 shares of Class A Common Stock held by N. Nelson Fleming, IV and (ii) an aggregate of 341,877 shares of Class A Common Stock issuable upon the conversion of (x) 100,869 shares of Class B Common Stock held by N. Nelson Fleming, IV and (y) 241,008 shares of Class B Common Stock held by the Ned N. Fleming, IV 2013 Trust, (b) (i) 59,996 shares of Class A Common Stock held by Fred J. Smith, III, (ii) 9,333 shares of Class A Common Stock held by Tar Frog, and (iii) an aggregate of 574,069 shares of Class A Common Stock issuable upon the conversion of (x) 433,497 shares of Class B Common Stock held by Mr. Smith and (y) 140,572 shares of Class B Common Stock held by Tar Frog, (c) (i) 102,610 shares of Class A Common Stock held by Grace and (ii) an aggregate of 1,007,069 shares of Class A Common Stock issuable upon conversion of (x) 1,000,000 shares of Class B Common Stock held by Grace and (y) 7,069 shares of Class B Common Stock held by Mr. Owens, and (d) an aggregate of 39,528 shares of Class A Common Stock held by Barrett N. Bruce issuable upon the conversion of (x) 38,991 shares of Class B Common Stock held by Mr. Bruce and (y) 537 shares of Class B Common Stock held by a 401(k) account for the benefit of Mr. Bruce. (4) In reference to row 11 above, calculated based on (a) 47,949,084 shares of Class A Common Stock outstanding as of November 13, 2025 based on information provided by the Issuer and (b) an aggregate of 6,069,589 shares of Class B Common Stock, which are convertible into shares of Class A Common Stock by the Reporting Persons within sixty (60) days of this Schedule 13G.


SCHEDULE 13G




Comment for Type of Reporting Person:   (1) In reference to rows 5 and 9 above, includes an aggregate of 4,157,547 shares of Class A Common Stock issuable upon the conversion (a) 2,488,322 shares of Class B Common Stock held by SunTx Partners II, (b) 1,254,746 shares of Class B Common Stock held by SunTx Partners Dutch LP, (c) 674 shares of Class B Common Stock held by SunTx Capital II Management, (d) 23 shares of Class B Common Stock held by SunTx Capital II GP, (e) 400,715 shares of Class B Common Stock held by AMDG Associates Limited Partnership, a limited partnership controlled by Mr. Matteson, (f) 4,942 shares of Class B Common Stock held by AMDG Associates II, L.P., a limited partnership controlled by Mr. Matteson, (g) 125 shares of Class B Common Stock held by SunTx Capital Saving Plan FBO, Mark Matteson, a 401(k) account for the benefit of Mr. Matteson and (h) 8,000 restricted shares of Class B Common Stock held by Mr. Matteson, none of which will vest within sixty (60) days of this Schedule 13G. (2) In reference to row 7 above, includes the shares listed in footnote 1 above that are vested or will vest within sixty (60) days of this Schedule 13G. (3) In reference to rows 6 and 9 above, includes, as a result of the execution of a voting agreement, (a) (i) 46,093 shares of Class A Common Stock held by N. Nelson Fleming, IV and (ii) an aggregate of 341,877 shares of Class A Common Stock issuable upon the conversion of (x) 100,869 shares of Class B Common Stock held by N. Nelson Fleming, IV and (y) 241,008 shares of Class B Common Stock held by the Ned N. Fleming, IV 2013 Trust, (b) (i) 59,996 shares of Class A Common Stock held by Fred J. Smith, III, (ii) 9,333 shares of Class A Common Stock held by Tar Frog, and (iii) an aggregate of 574,069 shares of Class A Common Stock issuable upon the conversion of (x) 433,497 shares of Class B Common Stock held by Mr. Smith and (y) 140,572 shares of Class B Common Stock held by Tar Frog, (c) (i) 102,610 shares of Class A Common Stock held by Grace and (ii) an aggregate of 1,007,069 shares of Class A Common Stock issuable upon conversion of (x) 1,000,000 shares of Class B Common Stock held by Grace and (y) 7,069 shares of Class B Common Stock held by Mr. Owens, and (d) an aggregate of 39,528 shares of Class A Common Stock held by Barrett N. Bruce issuable upon the conversion of (x) 38,991 shares of Class B Common Stock held by Mr. Bruce and (y) 537 shares of Class B Common Stock held by a 401(k) account for the benefit of Mr. Bruce. (4) In reference to row 11 above, calculated based on (a) 47,949,084 shares of Class A Common Stock outstanding as of November 13, 2025 based on information provided by the Issuer and (b) an aggregate of 6,120,090 shares of Class B Common Stock, which are convertible into shares of Class A Common Stock by the Reporting Person within sixty (60) days of this Schedule 13G.


SCHEDULE 13G



 
SunTx Capital II Management Corp.
 
Signature:/s/ Ned N. Fleming, III
Name/Title:Director
Date:11/14/2025
 
SunTx Capital Partners II G.P., L.P.
 
Signature:By: SUNTX CAPITAL II MANAGEMENT CORP., its general partner, By: /s/ Ned N. Fleming, III
Name/Title:Director of SunTx Capital II Management Corp.
Date:11/14/2025
 
SunTx Captial Partners II, L.P.
 
Signature:By: SUNTX CAPITAL PARTNERS II G.P., L.P., its general partner, By: SUNTX CAPITAL II MANAGEMENT CORP., its general partner, By: /s/ Ned N. Fleming, III
Name/Title:Director of SunTx Capital II Management Corp.
Date:11/14/2025
 
SunTx Capital Partners II Dutch Investors, L.P.
 
Signature:By: SUNTX CAPITAL PARTNERS II G.P., L.P., its general partner, By: SUNTX CAPITAL II MANAGEMENT CORP., its general partner, By: /s/ Ned N. Fleming, III
Name/Title:Director of SunTx Capital II Management Corp.
Date:11/14/2025
 
Ned N. Fleming, III
 
Signature:/s/ Ned N. Fleming, III
Name/Title:Ned N. Fleming, III
Date:11/14/2025
 
Craig Jennings
 
Signature:/s/ Craig Jennings
Name/Title:Craig Jennings
Date:11/14/2025
 
Mark R. Matteson
 
Signature:/s/ Mark R. Matteson
Name/Title:Mark R. Matteson
Date:11/14/2025