Suncrete (NASDAQ: RMIX) expands board and issues director stock grants

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

8-K

Rhea-AI Filing Summary

Suncrete, Inc. expanded its Board of Directors on April 20, 2026, increasing the number of directors from seven to nine and appointing Charles Owens and Noreen Skelly. Owens will serve as a Class I director through the 2027 annual meeting, and Skelly as a Class II director through the 2028 annual meeting.

Both were also named to the Audit Committee, where Skelly will serve as Chair, and each has been determined to be an independent director under SEC and Nasdaq rules. On the same date, Suncrete granted restricted stock awards to its non-employee directors under the 2026 Omnibus Incentive Plan, including 144,000 shares of Class B common stock to Ned N. Fleming, III and 48,000-share awards to several other directors.

The restricted stock vests two-thirds on the second anniversary and one-third on the third anniversary of the grant date, subject to continued service. These director equity awards constitute unregistered sales of equity securities made in reliance on exemptions under Section 4(a)(2) of the Securities Act and/or Regulation D.

8-K Event Classification

2 items: 3.02, 5.02

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Board size: 9 directors Director term end: 2027 Annual Meeting Director term end: 2028 Annual Meeting +4 more

7 metrics

Board size 9 directors Increased from seven to nine on April 20, 2026

Director term end 2027 Annual Meeting Class I term for Charles Owens

Director term end 2028 Annual Meeting Class II term for Noreen Skelly

Restricted stock grant 144,000 shares Class B common stock to Ned N. Fleming, III on April 20, 2026

Restricted stock grants 48,000 shares each Class A or Class B awards to several non-employee directors

Restricted stock grant 96,000 shares Class B common stock to Mark R. Matteson

Vesting schedule 2/3 then 1/3 Two-thirds vests on second anniversary, one-third on third anniversary of grant

Key Terms

Unregistered Sales of Equity Securities, independent director, Audit Committee, restricted stock, +2 more

6 terms

Unregistered Sales of Equity Securities regulatory

"Item 3.02. Unregistered Sales of Equity Securities."

independent director regulatory

"determined by the Board to be an “independent director” within the meaning"

An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

Audit Committee regulatory

"appointed to serve as members of the Audit Committee of the Board"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

restricted stock financial

"granted to the non-employee directors of the Company the following awards of restricted stock"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

2026 Omnibus Incentive Plan financial

"under the Suncrete, Inc. 2026 Omnibus Incentive Plan (the “2026 Plan”)"

Section 4(a)(2) regulatory

"in reliance upon the exemption from the registration requirements of the Securities Act ... Section 4(a)(2)"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Understanding 8-K Material Events →

04/24/2026 - 06:48 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 20, 2026

Suncrete, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-43227		39-4989597
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

817 E. 4th Street
Tulsa, Oklahoma 74120

(Address of principal executive offices, including zip code)

(918) 355-5700

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		RMIX		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 5.02 of this Current Report regarding the Director Grants (as defined below) is incorporated by reference into this Item 3.02.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Directors

On April 20, 2026, the Board of Directors (the “Board”) of Suncrete, Inc. (the “Company”) increased the size of the Board from seven directors to nine directors and filled the newly created vacancies by appointing (i) Charles Owens to the Board to serve as a Class I director for a term expiring at the Company’s 2027 Annual Meeting of Stockholders and (ii) Noreen Skelly to serve as a Class II director for a term expiring at the Company’s 2028 Annual Meeting of Stockholders.

Mr. Owens and Ms. Skelly were also appointed to serve as members of the Audit Committee of the Board (the “Audit Committee”). Following such appointments, the members of the Audit Committee are Bretton Johnston, Mr. Owens and Ms. Skelly, with Ms. Skelly serving as the Chair of the Audit Committee. Each of Messrs. Johnston and Owens and Ms. Skelly has been determined by the Board to be an “independent director” within the meaning of the independent director standards of the Securities and Exchange Commission (“SEC”) and Nasdaq listing rules and to otherwise qualify to serve on the Audit Committee.

Charles E. Owens is one of the founders and the Vice Chairman of the board of directors of Construction Partners, Inc. (Nasdaq: ROAD) and previously served as its President and Chief Executive Officer from its inception until March 2021. From 1990 until its sale in 1999, Mr. Owens was President and Chief Executive Officer of Superfos Construction U.S., Inc. (“Superfos”), the North American operation of Superfos a/s, a publicly held Danish company. During his tenure at Superfos, he oversaw the successful acquisition and integration of approximately 35 companies, leading Superfos to become one of the largest highway construction companies in the United States. Prior to 1990, Mr. Owens was President of Couch Construction, Inc., a subsidiary of Superfos headquartered in Dothan, Alabama. Mr. Owens received a Bachelor of Business Administration from Troy University.

Noreen E. Skelly has served as the Chief Financial Officer for Blue Sky Bank, a commercial bank headquartered in Pawhuska, Oklahoma, with locations throughout Oklahoma and Texas since August 2022 and has served as a member of the board of directors of Construction Partners, Inc. (Nasdaq: ROAD) since April 2019. She previously served as Chief Financial Officer of Broadway National Bank, a commercial bank headquartered in San Antonio, Texas, from August 2021 to August 2022 and as Executive Vice President and Chief Financial Officer of Veritex Holdings, Inc., the publicly traded holding company of Veritex Community Bank, headquartered in Dallas, Texas, from June 2012 through January 2019. Prior to that, Ms. Skelly was the Chief Financial Officer of Highlands Bancshares, Inc., a bank holding company located in the Dallas, Texas area. Her experience includes serving in various senior management positions within the corporate finance functions at Comerica Bank and ABN AMRO / LaSalle Bank. Ms. Skelly began her professional career at the Federal Reserve Bank of Chicago and was promoted to serve as an accounting policy analyst for the Board of Governors of the Federal Reserve System in Washington, D.C. Ms. Skelly received a Master of Business Administration from the University of Chicago Booth School of Business and a Bachelor of Business Administration in finance from the University of Texas at Austin.

There are no arrangements or understandings between Mr. Owens or Ms. Skelly and any other person pursuant to which Mr. Owens or Ms. Skelly was selected to serve on the Board. Mr. Owens or Ms. Skelly do not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.

Director Restricted Stock Awards

On April 20, 2026, the Board granted to the non-employee directors of the Company the following awards of restricted stock (the “Director Grants”) under the Suncrete, Inc. 2026 Omnibus Incentive Plan (the “2026 Plan”) as compensation for service on the Board:

Name and Title	Class of Common Stock	Number of Shares
Ned N. Fleming, III	Class B Common Stock		144,000
Andrew R. Heyer	Class A Common Stock		48,000
William Holden	Class A Common Stock		48,000
Bretton Johnston	Class B Common Stock		48,000
Mark R. Matteson	Class B Common Stock		96,000
Charles Owens	Class B Common Stock		48,000
David Rees-Jones	Class B Common Stock		48,000
Noreen Skelly	Class B Common Stock		48,000

The shares of restricted stock vest (i) two-thirds on the second anniversary of the date of grant and (ii) one-third on the third anniversary of the date of grant, subject to continued service with the Company through the applicable vesting date. The Director Grants were issued by the Company in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and/or Regulation D promulgated thereunder.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SUNCRETE, INC.

Date: April 24, 2026	By:	/s/ Randall Edgar
		Name:	Randall Edgar
		Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What changes to Suncrete (RMIX) board were disclosed in this 8-K?

Suncrete expanded its Board of Directors from seven to nine members and appointed Charles Owens as a Class I director and Noreen Skelly as a Class II director, with terms expiring at the 2027 and 2028 annual meetings of stockholders, respectively.

What roles will Charles Owens and Noreen Skelly hold at Suncrete (RMIX)?

Charles Owens and Noreen Skelly will serve on Suncrete’s Board of Directors and its Audit Committee. Skelly will chair the Audit Committee, and both have been determined to be independent directors under Securities and Exchange Commission and Nasdaq listing standards.

What restricted stock awards did Suncrete (RMIX) grant to its directors?

On April 20, 2026, Suncrete granted restricted stock under its 2026 Omnibus Incentive Plan, including 144,000 Class B shares to Ned N. Fleming, III and 48,000-share awards to several other non-employee directors, with different classes of common stock depending on the director.

How do the Suncrete (RMIX) director restricted stock awards vest?

The director restricted stock awards vest in two stages: two-thirds of each award vests on the second anniversary of the April 20, 2026 grant date, and the remaining one-third vests on the third anniversary, contingent on continued service with Suncrete through each vesting date.

How were Suncrete (RMIX) director stock awards treated under securities laws?

Suncrete’s director restricted stock awards were treated as unregistered sales of equity securities. The company relied on exemptions from Securities Act registration under Section 4(a)(2) and/or Regulation D, allowing these compensatory grants without a public offering registration.

Are Suncrete (RMIX) new directors considered independent under Nasdaq rules?

Yes. The Board determined that Charles Owens, Noreen Skelly, and current director Bretton Johnston each qualify as independent directors under Securities and Exchange Commission and Nasdaq listing rules, allowing them to serve on Suncrete’s Audit Committee consistent with governance requirements.

Filing Exhibits & Attachments

3 documents