Suncrete: 6.14M Class B shares distributed to members
Class B shares carry 10 votes per share versus one for Class A; the director’s 144,000 restricted shares vest in 2028 and 2029 if he continues providing services.
Sentiment and the balance of points
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Form Type
4
Rhea-AI Filing Summary
Suncrete, Inc. (RMIX) reported indirect share and warrant distributions among entities and trusts on October 20, 2026. Dothan Concrete Investors distributed 6,138,203 Class B shares to members for no consideration; 879,914 automatically converted to Class A. Dothan Independent distributed 2,954,019 Class B shares and 132,935 warrants to limited partners for no consideration. Reported recipients included Dothan Independent GP, LP (1,187,355 Class B shares), SunTx Capital Partners III, LP (1,378,181), Malachi Holdings Limited Partnership (1,111,117), and the Ned N. Fleming III Legacy Trust (707,928).
Insider Trade Summary
Other: 13,639,387 shares
Other
10 txns
Insider
Fleming Ned N III, SunTx Capital Management Corp., Dothan Concrete Manager, LLC, Dothan Concrete Investors, LLC, Dothan Sponsor, LLC, Dothan Independent GP, LP
Role
Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class B Common Stock F1, F2, F3, F4 | 6,138,203 | $0.00 | $0.00 |
| Other | Class B Common Stock F1, F2, F5, F6 | 1,187,355 | $0.00 | $0.00 |
| Other | Class B Common Stock F1, F2, F5, F7 | 1,378,181 | $0.00 | $0.00 |
| Other | Class B Common Stock F1, F2, F8, F6 | 2,954,019 | $0.00 | $0.00 |
| Other | Class B Common Stock F1, F2, F9, F10 | 1,111,117 | $0.00 | $0.00 |
| Other | Class B Common Stock F1, F2, F9, F11 | 707,928 | $0.00 | $0.00 |
| Other | Private Placement Warrants F8, F6 | 132,935 | $0.00 | $0.00 |
| Other | Private Placement Warrants F9, F11 | 22,316 | $0.00 | $0.00 |
| Other | Private Placement Warrants F9, F13 | 7,333 | $0.00 | $0.00 |
| holding | Class B Common Stock F1, F2, F12 | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 12,276,406 contracts (Indirect, By Dothan Concrete Investors, LLC);
Class B Common Stock — 1,378,181 contracts (Indirect, By SunTx Capital Partners III, LP);
Class B Common Stock — 3,533,336 contracts (Indirect, By Dothan Independent GP, LP);
Class B Common Stock — 1,111,117 contracts (Indirect, By Malachi Holdings, Limited Partnership);
Class B Common Stock — 707,928 contracts (Indirect, By Ned N. Fleming III Legacy Trust);
Private Placement Warrants — 265,865 contracts (Indirect, By Dothan Independent GP, LP);
Private Placement Warrants — 22,316 contracts (Indirect, By Ned N. Fleming III Legacy Trust);
Private Placement Warrants — 7,333 contracts (Indirect, By SunTx Capital Management Corp.);
Class B Common Stock — 144,000 contracts (Direct)
Footnotes (13)
- 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. These shares of Class B Common Stock were distributed pro rata (the "Dothan Concrete Distribution") by Dothan Concrete Investors, LLC ("Dothan Concrete Investors") to its members for no consideration. Upon the Dothan Concrete Distribution, 879,914 shares of Class B Common Stock automatically converted into shares of Class A Common Stock pursuant to the Issuer's amended and restated certificate of incorporation.
- F4. These shares of Class B Common Stock are directly held by 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"). Ned N. Fleming, III 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. Each such entity and person disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person 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. Represents shares of Class B Common Stock received in the Dothan Concrete Distribution. The transaction reported in this row was exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9(a) promulgated thereunder.
- F6. These securities are directly held by Dothan Independent GP, LP ("Dothan Independent"). The general partner of Dothan Independent is Dothan Sponsor, LLC ("Dothan Sponsor"). Mr. Fleming 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. Each such entity and person disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
- F7. These shares of Class B Common Stock are directly held by SunTx Capital Partners III, LP ("SunTx Partners III"). The general partner of SunTx Partners III is SunTx Capital III Management Corp. ("SunTx Management III"). Mr. Fleming is the President of SunTx Management III. Each of SunTx Partners III, SunTx Management III and Mr. Fleming may be deemed to beneficially own securities of the Issuer held by SunTx Partners III. Each such entity and person disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
- F8. These securities were distributed pro rata (the "Dothan Independent Distribution") by Dothan Independent to its limited partners for no consideration.
- F9. Represents securities received in the Dothan Independent Distribution. The transaction reported in this row was exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9(a) promulgated thereunder.
- F10. These securities are directly held by Malachi Holdings Limited Partnership, a limited partnership controlled by Mr. Fleming. Mr. Fleming may be deemed to beneficially own securities of the Issuer held by such limited partnership. 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.
- F11. These securities of the Issuer are directly held by Ned N. Fleming III Legacy Trust, a trust of which Mr. Fleming is the sole trustee and sole beneficiary. Mr. Fleming may be deemed to beneficially own securities of the Issuer held by such trust. 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.
- F12. 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, provided that Mr. Fleming is providing services to the Issuer through each such date: (i) 96,000 shares on April 20, 2028 and (ii) 48,000 shares on April 20, 2029. Under the terms of the award agreement, Mr. Fleming has sole voting power with respect to the shares.
- F13. These securities are directly held by SunTx Capital Management. Mr. Fleming is the sole shareholder and director of SunTx Capital Management. Mr. Fleming may be deemed to beneficially own securities of the Issuer held by SunTx Capital Management. 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.
Key Figures
Class B shares distributed by Dothan Concrete Investors: 6,138,203 shares
Class B shares automatically converted: 879,914 shares
Class B shares distributed by Dothan Independent: 2,954,019 shares
+5 more
8 metrics
Class B shares distributed by Dothan Concrete Investors
6,138,203 shares
Distributed to members on October 20, 2026
Class B shares automatically converted
879,914 shares
Converted to Class A shares upon the Dothan Concrete distribution
Class B shares distributed by Dothan Independent
2,954,019 shares
Distributed to limited partners on October 20, 2026
Private placement warrants distributed by Dothan Independent
132,935 warrants
Distributed on October 20, 2026
Class B shares received by SunTx Capital Partners III, LP
1,378,181 shares
Reported transaction on October 20, 2026
Restricted Class B shares
144,000 shares
Granted to Ned N. Fleming III; time-based vesting
Private placement warrant exercise price
$11.50 per share
Reported private placement warrants
Private placement warrants held after transaction
265,865 warrants
Held by Dothan Independent GP, LP
Key Terms
Class B Common Stock, Private Placement Warrants, pro rata, time-based vesting criteria, +1 more
5 terms
Class B Common Stock technical
"Each share of Class B Common Stock"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Private Placement Warrants financial
"Private Placement Warrants"
Private placement warrants are tradable coupons given directly to a limited group of investors that let the holder buy a company's shares at a fixed price before a set expiration date. They matter to investors because they can provide extra upside if the stock rises and give companies a way to raise money outside a public offering, but they also can increase the number of shares outstanding (dilution) and therefore affect share value and investor returns.
pro rata financial
"distributed pro rata by Dothan Independent to its limited partners"
Pro rata means dividing or distributing something proportionally based on a specific factor, such as ownership or contribution. For example, if an investor owns 10% of a company, they would receive 10% of any dividends or benefits allocated. This approach ensures everyone gets their fair share relative to their stake or input, helping investors understand how benefits, costs, or responsibilities are fairly shared.
time-based vesting criteria financial
"with time-based vesting criteria"
automatically convert technical
"will automatically convert into one share of Class A Common Stock"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What are the exercise terms for RMIX private placement warrants?
The reported private placement warrants have an $11.50 exercise price and an expiration date of April 8, 2031.
AI-generated analysis. How Rhea-AI works. Not financial advice.
