Suncrete, Inc.·4

Apr 22, 6:03 PM ET

Johnston Bretton A. 4

4 · Suncrete, Inc. · Filed Apr 22, 2026

Research Summary

AI-generated summary of this filing

Updated

Suncrete (RMIX) Director Bretton A. Johnston Receives 48,000-Share Award

What Happened
Bretton A. Johnston, a director of Suncrete, Inc. (RMIX), received a grant of 48,000 restricted shares of Class B common stock on April 20, 2026. The award is reported as a derivative grant at $0.00 per share (no cash purchase). The shares vest over time: 32,000 shares vest on April 20, 2028 and 16,000 shares vest on April 20, 2029, contingent on Mr. Johnston continuing to provide services through each vesting date. Under the award agreement he has sole voting power for these shares.

Key Details

  • Transaction date: April 20, 2026; Form 4 filed April 22, 2026 (filed within the standard two-business-day window).
  • Transaction type/code: A — Award/Grant (derivative grant reported at $0.00).
  • Shares granted: 48,000 restricted Class B common shares.
  • Vesting: 32,000 on 4/20/2028; 16,000 on 4/20/2029 (service condition applies).
  • Voting/ownership notes: Mr. Johnston has sole voting power for the granted shares.
  • Class B mechanics: Each Class B share converts to one Class A share (often automatically on transfers) and carries 10 votes per share; holders of Class B vote as a single class with Class A.
  • Shares owned after transaction: Not specified in the filing.

Context
This is a standard time‑based equity award commonly used for director compensation; it does not represent a market purchase or sale. Because the award vests over multiple years and is reported as a derivative grant, there was no immediate cash flow or market sale associated with this filing. Such grants are compensation-related and should be viewed differently from open-market insider purchases or sales.

Insider Transaction Report

Form 4
Period: 2026-04-20
Transactions
  • Award

    Class B Common Stock

    [F1][F2][F3]
    2026-04-20+48,00048,000 total
    Class A Common Stock (48,000 underlying)
Footnotes (3)
  • [F1]Each share of Class B Common Stock, par value $0.0001 per share ("Class B Common Stock"), of Suncrete, Inc. (the "Issuer") is convertible at any time at the option of the holder thereof into one share of Class A Common Stock, par value $0.0001 per share, of the Issuer ("Class A Common Stock"). 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. Further, each share of Class B Common Stock will automatically convert into one share of Class A Common Stock upon any transfer, whether or not for value, except upon certain transfers described in the Issuer's amended and restated certificate of incorporation. 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.
  • [F2]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.
  • [F3]Represents 48,000 restricted shares of Class B Common Stock with time-based vesting criteria granted to Mr. Johnston under the Suncrete, Inc. 2026 Omnibus Incentive Plan that vest as follows: (i) 32,000 shares on April 20, 2028 and (ii) 16,000 shares on April 20, 2029; provided, that Mr. Johnston is providing services to the Issuer through each such date. Under the terms of the award agreement, Mr. Johnston has sole voting power with respect to the shares.
Signature
/s/ Bretton A. Johnston|2026-04-22

Documents

1 file
  • 4
    tm2612444-7_4seq1.xmlPrimary

    OWNERSHIP DOCUMENT