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Suncrete (RMIX) awards director 48K Class B super-voting shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Rees-Jones David reported acquisition or exercise transactions in this Form 4 filing.

Suncrete, Inc. director David Rees‑Jones received a grant of 48,000 restricted shares of Class B Common Stock as equity compensation. These Class B shares are convertible into an equal number of Class A Common Stock shares and carry enhanced voting rights.

The award vests over time under the 2026 Omnibus Incentive Plan: 32,000 shares on April 20, 2028 and 16,000 shares on April 20, 2029, provided he continues to provide services through each date. He has sole voting power over the granted shares, which carry 10 votes per share versus one vote for each Class A share.

Positive

  • None.

Negative

  • None.
Insider Rees-Jones David
Role null
Type Security Shares Price Value
Grant/Award Class B Common Stock 48,000 $0.00 --
Holdings After Transaction: Class B Common Stock — 48,000 shares (Direct, null)
Footnotes (1)
  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 48,000 restricted shares of Class B Common Stock with time-based vesting criteria granted to Mr. Rees-Jones 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. Rees-Jones is providing services to the Issuer through each such date. Under the terms of the award agreement, Mr. Rees-Jones has sole voting power with respect to the shares.
Restricted Class B shares granted 48,000 shares Equity award to director David Rees-Jones
First vesting tranche 32,000 shares Vesting on April 20, 2028, subject to continued service
Second vesting tranche 16,000 shares Vesting on April 20, 2029, subject to continued service
Voting rights Class A 1 vote per share Class A Common Stock voting power
Voting rights Class B 10 votes per share Class B Common Stock super-voting power
Post-transaction Class B holdings 48,000 shares Total Class B Common Stock after grant
Class B Common Stock financial
"Each share of Class B Common Stock ... is convertible at any time at the option of the holder"
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.
Class A Common Stock financial
"convertible at any time ... into one share of Class A Common Stock"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
restricted shares financial
"Represents 48,000 restricted shares of Class B Common Stock with time-based vesting criteria"
Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.
time-based vesting criteria financial
"restricted shares of Class B Common Stock with time-based vesting criteria granted to Mr. Rees-Jones"
Omnibus Incentive Plan financial
"granted to Mr. Rees-Jones 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.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Rees-Jones David
(Last)(First)(Middle)
817 E. 4TH STREET
(Street)
TULSA OKLAHOMA 74120
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Suncrete, Inc. [ RMIX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/20/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock(1)(2)04/20/2026A48,000(3) (1)(2) (1)(2)Class A Common Stock48,000$048,000D
Explanation of Responses:
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.
2. 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.
3. Represents 48,000 restricted shares of Class B Common Stock with time-based vesting criteria granted to Mr. Rees-Jones 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. Rees-Jones is providing services to the Issuer through each such date. Under the terms of the award agreement, Mr. Rees-Jones has sole voting power with respect to the shares.
/s/ David Rees-Jones04/22/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Suncrete (RMIX) director David Rees-Jones report on this Form 4?

He reported receiving a grant of 48,000 restricted Class B Common Stock shares from Suncrete, Inc. The award is equity compensation with no cash exercise price and is convertible into the company’s Class A Common Stock on a one-for-one basis under specified conditions.

How do the 48,000 Class B shares granted to the RMIX director vest over time?

The grant vests in two tranches based on continued service. 32,000 Class B shares vest on April 20, 2028, and 16,000 additional shares vest on April 20, 2029, as long as David Rees-Jones continues providing services to Suncrete, Inc. through each vesting date.

What are the voting rights of Suncrete (RMIX) Class B versus Class A Common Stock?

Holders of Class A Common Stock receive one vote per share, while holders of Class B Common Stock receive 10 votes per share. Both classes vote together as a single class on matters submitted to stockholders, giving Class B holders significantly greater voting influence per share.

Can the newly granted Class B shares for RMIX convert into Class A shares?

Each Class B Common Stock share is convertible at any time, at the holder’s option, into one Class A Common Stock share. Class B shares also convert upon certain transfers or if a majority of Class B holders elect conversion, as described in Suncrete’s charter.

Does the Suncrete (RMIX) director have voting power over the 48,000 restricted Class B shares?

Yes. Under the award agreement, David Rees-Jones has sole voting power over the 48,000 restricted Class B shares. Although the shares are subject to time-based vesting, they currently carry 10 votes per share while held in this restricted form.