Fleming Ned N III 4
4 · Suncrete, Inc. · Filed Apr 22, 2026
Research Summary
AI-generated summary of this filing
Suncrete (RMIX) 10% Owner Ned N. Fleming Receives 144,000-Share Award
What Happened Ned N. Fleming III, reported as a 10% owner of Suncrete, Inc. (RMIX), was granted 144,000 restricted shares of Class B Common Stock (derivative award) on April 20, 2026. The grant was reported on Form 4 filed April 22, 2026. The award was reported at $0.00 per share (a restricted/derivative grant, not a cash purchase or sale). Under the award agreement Fleming has sole voting power with respect to these shares.
Key Details
- Transaction type: Grant / award (Form 4 code A) — 144,000 restricted Class B shares.
- Reported price/value: $0.00 per share (derivative award), total reported value $0.
- Vesting schedule (per filing): 96,000 shares vest on April 20, 2028; 48,000 shares vest on April 20, 2029, subject to continued service.
- Voting/power: Fleming has sole voting power for the awarded shares. Class B shares carry 10 votes per share vs. 1 vote for Class A.
- Holdings after transaction: The filing does not state a total “shares owned following” figure for Fleming in this summary.
- Filing timeliness: Transaction dated 2026-04-20; Form 4 filed 2026-04-22 — reported within the typical two-business-day window.
Context
- These are Class B shares, convertible into Class A shares (generally one-for-one) under the company charter; Class B shares grant enhanced voting power (10 votes each).
- The shares are held through related entities (Dothan Independent GP, Dothan Concrete Investors, etc.) and the filing includes standard disclaimers about beneficial ownership — Fleming disclaims beneficial ownership except to the extent of his pecuniary interest.
- This is an award/compensation grant to a 10% owner rather than an open-market purchase or sale; such grants reflect compensation/ownership arrangements and are not direct market purchases that signal immediate buying pressure.
Insider Transaction Report
Form 4
Suncrete, Inc.RMIX
Fleming Ned N III
Director10% Owner
Transactions
- Award
Class B Common Stock
[F1][F2][F3]2026-04-20+144,000→ 144,000 total→ Class A Common Stock (144,000 underlying)
Holdings
- 5,300,000(indirect: By Dothan Independent GP, LP)
Class B Common Stock
[F1][F2][F4]→ Class A Common Stock (5,300,000 underlying) - 18,414,609(indirect: By LLC)
Class B Common Stock
[F1][F2][F5][F6]→ Class A Common Stock (18,414,609 underlying) - 398,800(indirect: By Dothan Independent GP, LP)
Private Placement Warrants
[F4]Exercise: $11.50From: 2026-05-08Exp: 2031-04-08→ Class A Common Stock (398,800 underlying)
Footnotes (6)
- [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 144,000 restricted shares of Class B Common Stock with time-based vesting criteria granted to Mr. Fleming under the Suncrete, Inc. 2026 Omnibus Incentive Plan that vest as follows: (i) 96,000 shares on April 20, 2028 and (ii) 48,000 shares on April 20, 2029; provided, that Mr. Fleming is providing services to the Issuer through each such date. Under the terms of the award agreement, Mr. Fleming has sole voting power with respect to the shares.
- [F4]These shares of Class B Common Stock of the Issuer are directly held by Dothan Independent GP, LP ("Dothan Independent"). The general partner of Dothan Independent is Dothan Sponsor, LLC ("Dothan Sponsor"). Ned N. Fleming, III is the sole manager of Dothan Sponsor. Each of Dothan Independent, Dothan Sponsor and Mr. Fleming may be deemed to beneficially own securities of the Issuer held by Dothan Independent. Mr. Fleming disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. Fleming is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.
- [F5]These shares of Class B Common Stock of the Issuer are directly held by Dothan Concrete Investors, LLC ("Dothan Concrete Investors"). The manager of Dothan Concrete Investors is Dothan Concrete Manager, LLC ("Dothan Concrete Manager"). The manager of Dothan Concrete Manager is SunTx Capital Management Corp. ("SunTx Capital Management"). Mr. Fleming is the sole shareholder and director of SunTx Capital Management. Each of Dothan Concrete Manager, SunTx Capital Management and Mr. Fleming may be deemed to beneficially own securities of the Issuer held by Dothan Concrete Investors.
- [F6]Mr. Fleming disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. Fleming is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
Signature
/s/ Ned N. Fleming, III|2026-04-22