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48,000 Class B shares granted to Suncrete (RMIX) board director

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

Rhea-AI Filing Summary

Johnston Bretton A. reported acquisition or exercise transactions in this Form 4 filing.

Suncrete, Inc. director Bretton A. Johnston received a grant of 48,000 restricted shares of Class B Common Stock at no cash cost under the Suncrete, Inc. 2026 Omnibus Incentive Plan. Each Class B share is convertible into one share of Class A Common Stock.

The award vests over time, with 32,000 shares vesting on April 20, 2028 and 16,000 shares vesting on April 20, 2029, provided Mr. Johnston continues providing services to the company through each date. He has sole voting power over these shares, and each Class B share carries 10 votes compared with one vote per Class A share.

Positive

  • None.

Negative

  • None.
Insider Johnston Bretton A.
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. Johnston 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. Johnston is providing services to the Issuer through each such date. Under the terms of the award agreement, Mr. Johnston has sole voting power with respect to the shares.
Restricted Class B shares granted 48,000 shares Grant to director Bretton A. Johnston on April 20, 2026
First vesting tranche 32,000 shares Vesting scheduled for April 20, 2028, subject to continued service
Second vesting tranche 16,000 shares Vesting scheduled for April 20, 2029, subject to continued service
Class A par value $0.0001 per share Par value of Suncrete Class A Common Stock
Class B par value $0.0001 per share Par value of Suncrete Class B Common Stock
Class A voting rights 1 vote per share Voting power attached to each Class A Common share
Class B voting rights 10 votes per share Voting power attached to each Class B Common share
Shares held after grant 48,000 shares Total Class B shares directly owned by Johnston following transaction
Class B Common Stock financial
"Each share of Class B Common Stock, par value $0.0001 per share"
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"
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 financial
"restricted shares of Class B Common Stock with time-based vesting criteria"
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.
2026 Omnibus Incentive Plan financial
"granted to Mr. Johnston under the Suncrete, Inc. 2026 Omnibus Incentive Plan"
voting power financial
"Mr. Johnston has sole voting power with respect to the shares"
Voting power is the ability shareholders have to influence a company's major decisions—like electing the board, approving mergers, or changing corporate rules—based on the voting rights attached to the shares they hold. For investors it matters because greater voting power is like holding more keys to a building: it gives you a stronger say over management choices and the company’s strategy, which can affect future value and risk.
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*
Johnston Bretton A.
(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. Johnston 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. Johnston is providing services to the Issuer through each such date. Under the terms of the award agreement, Mr. Johnston has sole voting power with respect to the shares.
/s/ Bretton A. Johnston04/22/2026
** 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 insider transaction did Suncrete (RMIX) report for Bretton A. Johnston?

Suncrete reported that director Bretton A. Johnston received 48,000 restricted shares of Class B Common Stock as a grant under the 2026 Omnibus Incentive Plan. The grant was recorded at a price of $0.0000 per share and increased his direct Class B holdings to 48,000 shares.

How do the 48,000 Class B shares granted to the Suncrete (RMIX) director vest?

The 48,000 restricted Class B shares vest in two tranches based on continued service. 32,000 shares vest on April 20, 2028, and 16,000 shares vest on April 20, 2029, as long as Bretton A. Johnston is still providing services to Suncrete on each vesting date.

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

Holders of Suncrete Class A Common Stock are entitled to one vote per share, while holders of Class B Common Stock are entitled to 10 votes per share. The shares of Class B Common Stock do not expire and vote together with Class A as a single class on stockholder matters.

Can Suncrete (RMIX) Class B Common Stock convert into Class A Common Stock?

Each share of Suncrete Class B Common Stock is convertible at any time, at the holder’s option, into one share of Class A Common Stock. Class B can also convert based on majority Class B holder elections or automatically upon most transfers, subject to exceptions in the company’s charter.

What plan governed the 48,000-share award to the Suncrete (RMIX) director?

The 48,000 restricted Class B shares granted to Bretton A. Johnston were issued under the Suncrete, Inc. 2026 Omnibus Incentive Plan. The award agreement provides time-based vesting and gives Mr. Johnston sole voting power over the granted Class B shares while they remain outstanding.