Fleming III (RMIX) granted 144,000 Class B shares amid large indirect stakes
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Suncrete, Inc. director and 10% owner Ned N. Fleming III reported his equity holdings and a new equity grant. The filing shows indirect interests in Class B Common Stock held through Dothan Independent GP, LP and Dothan Concrete Investors, LLC, which are convertible into Class A Common Stock and carry 10 votes per share.
Fleming received a grant of 144,000 restricted shares of Class B Common Stock with time-based vesting under the Suncrete, Inc. 2026 Omnibus Incentive Plan. These shares vest in two tranches: 96,000 shares on April 20, 2028 and 48,000 shares on April 20, 2029, if he continues providing services, and he has sole voting power over this award.
The filing also notes indirect holdings of Private Placement Warrants linked to 398,800 shares of Class A Common Stock at an exercise price of $11.50 per share, expiring on April 8, 2031. Fleming disclaims beneficial ownership of certain indirect holdings except to the extent of his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Fleming Ned N III
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Class B Common Stock | 144,000 | $0.00 | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Private Placement Warrants | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 144,000 shares (Direct, null);
Class B Common Stock — 5,300,000 shares (Indirect, By Dothan Independent GP, LP);
Private Placement Warrants — 398,800 shares (Indirect, By Dothan Independent GP, LP)
Footnotes (1)
- 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. 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. 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. 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. 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. 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
Restricted Class B grant: 144,000 shares
First vesting tranche: 96,000 shares
Second vesting tranche: 48,000 shares
+4 more
7 metrics
Restricted Class B grant
144,000 shares
Time-based vesting award to Ned N. Fleming III
First vesting tranche
96,000 shares
Vest on April 20, 2028 if services continue
Second vesting tranche
48,000 shares
Vest on April 20, 2029 if services continue
Private Placement Warrants underlying
398,800 shares
Class A Common Stock at $11.50 exercise price, expiring April 8, 2031
Indirect Class B holding (Dothan Concrete Investors)
18,414,609 shares
Class B Common Stock convertible into Class A
Indirect Class B holding (Dothan Independent GP)
5,300,000 shares
Class B Common Stock convertible into Class A
Class B voting power
10 votes per share
Compared with one vote per Class A share
Key Terms
Private Placement Warrants, Class B Common Stock, Omnibus Incentive Plan, time-based vesting, +2 more
6 terms
Private Placement Warrants financial
"Private Placement Warrants linked to 398,800 shares of Class A Common Stock at an exercise price of $11.50 per share"
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.
Class B Common Stock financial
"Each share of Class B Common Stock is convertible at any time at the option of the holder thereof into one share of Class A 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.
Omnibus Incentive Plan financial
"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"
An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.
time-based vesting financial
"restricted shares of Class B Common Stock with time-based vesting criteria granted to Mr. Fleming"
Time-based vesting is a schedule that gives employees or contractors ownership of granted stock or options gradually as they remain with a company, like unlocking rewards in a loyalty program the longer you stick around. For investors, it matters because it affects future share supply, management incentives and staff retention — all of which can influence company performance and dilution of existing shareholders.
beneficial ownership financial
"may be deemed to beneficially own securities of the Issuer held by Dothan Independent"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"Mr. Fleming disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein"
FAQ
What did Ned N. Fleming III acquire in this Suncrete (RMIX) Form 4 filing?
Ned N. Fleming III received 144,000 restricted shares of Class B Common Stock as an award. The grant was made under Suncrete’s 2026 Omnibus Incentive Plan with time-based vesting, and represents compensation rather than an open-market purchase or sale of shares.
How are Dothan entities involved in Fleming’s Suncrete (RMIX) holdings?
Certain Class B shares are held by Dothan Independent GP, LP and Dothan Concrete Investors, LLC. Management and ownership chains through Dothan Sponsor, Dothan Concrete Manager, and SunTx Capital Management link back to Fleming, who may be deemed to beneficially own some securities indirectly through these entities.