Suncrete: 6.14M Class B shares distributed to members

The amendment details transfers made for no consideration and a board-service award whose vesting depends on continued service.

Rhea-AI Filing Summary

Suncrete, Inc. (RMIX) is the issuer named in an amended ownership statement reporting two pro rata distributions. On October 20, 2026, Dothan Concrete Investors distributed 6,138,203 shares of Class B Common Stock to its members for no consideration; Dothan Independent distributed 2,954,019 Class B shares and warrants to purchase up to 132,935 Class A shares to its limited partners, also for no consideration.

The amendment also reports that the issuer granted Ned N. Fleming, III 144,000 restricted shares for board service on April 20, 2026. Subject to his continued service, 96,000 shares vest on April 20, 2028, and 48,000 on April 20, 2029. Fleming reported beneficial ownership of 19,446,482 shares (27.1%); SunTx Capital Management Corp. reported 12,283,739 shares (19.0%).

Filing Explained

Ned Fleming’s reported 27.1% beneficial ownership is not a count of already-outstanding Class A shares: the filing’s calculation adds 19,302,482 shares issuable on Class B conversion or warrant exercise to 52,264,257 outstanding Class A shares, while his reported total also includes 144,000 restricted Class B shares.

Key Figures

Restricted shares granted: 144,000 shares Restricted shares vesting April 20, 2028: 96,000 shares Restricted shares vesting April 20, 2029: 48,000 shares +4 more

7 metrics

Restricted shares granted 144,000 shares Granted to Ned N. Fleming, III for board service on April 20, 2026.

Restricted shares vesting April 20, 2028 96,000 shares Subject to Fleming's continued service through the vesting date.

Restricted shares vesting April 20, 2029 48,000 shares Subject to Fleming's continued service through the vesting date.

Dothan Concrete Investors distribution 6,138,203 shares Class B Common Stock distributed pro rata to members for no consideration on October 20, 2026.

Dothan Independent distribution 2,954,019 shares Class B Common Stock distributed pro rata to limited partners for no consideration on October 20, 2026.

Private placement warrants distributed Warrants to purchase up to 132,935 Class A shares Distributed by Dothan Independent to its limited partners on October 20, 2026.

Fleming reported beneficial ownership 19,446,482 shares (27.1%) Reported for Ned N. Fleming, III.

Key Terms

Class B Common Stock, Private Warrants, pro rata basis, time-based vesting criteria, +1 more

5 terms

Class B Common Stock financial

"shares of Class B Common Stock directly held by Dothan Concrete Investors"

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 Warrants financial

"shares of Class A Common Stock issuable upon the exercise of Private Warrants"

A private warrant is a contract sold directly to selected investors that gives the holder the right to buy a company’s stock at a fixed price in the future. Think of it as a coupon for shares that isn’t offered on public markets: it can provide the company with future cash if exercised but can also dilute existing shareholders by increasing the number of outstanding shares, so investors watch exercise price, expiration and transfer restrictions closely.

pro rata basis financial

"distributed to its members on a pro rata basis for no consideration"

A "pro rata basis" means dividing or distributing something proportionally according to each person's share or interest. For example, if a group shares costs or profits, each person receives or pays a portion that reflects their contribution or ownership percentage. This method ensures fairness by allocating resources in line with individual stakes, which is important for investors to understand how gains, losses, or costs are fairly shared.

time-based vesting criteria financial

"subject to time-based vesting criteria"

beneficially owned regulatory

"aggregate number and percentage of the class of securities identified"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did Ned N. Fleming report beneficially owning in Suncrete (RMIX)?

Ned N. Fleming, III reported beneficial ownership of 19,446,482 shares, or 27.1%. The reported amount includes 144,000 restricted Class B shares and securities issuable upon conversion or warrant exercise, as described in the statement.

When do Ned N. Fleming's Suncrete (RMIX) restricted shares vest?

Of the 144,000 restricted shares granted on April 20, 2026, 96,000 vest on April 20, 2028, and 48,000 vest on April 20, 2029, provided Fleming is providing services to the issuer through each applicable date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/22/2026 - 07:30 PM EDT Accepted by SEC EDGAR 10/22/2026 - 07:30 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Suncrete, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

86723E104

(CUSIP Number)

Ned N. Fleming, III
5420 LBJ Freeway, Suite 950
Dallas, TX, 75240
(972) 663-8900

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/20/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 86723E104

1

Name of reporting person

SunTx Capital Management Corp.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 12,283,739.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 12,283,739.00

11

Aggregate amount beneficially owned by each reporting person

12,283,739.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.0 %

14

Type of Reporting Person (See Instructions)

CO, HC

Comment for Type of Reporting Person:

In reference to Items 8, 10 and 11, represents (i) 12,276,406 shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of Suncrete Inc. (the "Issuer") issuable upon the conversion of shares of Class B Common Stock, par value $0.0001 per share, of the Issuer ("Class B Common Stock") directly held by Dothan Concrete Investors, LLC ("Dothan Concrete Investors") and (ii) 7,333 shares of Class A Common Stock issuable upon the exercise of private placement warrants ("Private Warrants") directly held by SunTx Capital Management Corp. ("SunTx Capital Management"). In reference to Item 13, based on (a) 52,264,257 shares of Class A Common Stock outstanding as of October 20, 2026 and (b) an aggregate of 12,283,739 shares of Class A Common Stock issuable upon the conversion or exercise of Class B Common Stock or Private Warrants by Dothan Concrete Investors and SunTx Capital Management, respectively.

SCHEDULE 13D

CUSIP Number(s): 86723E104

1

Name of reporting person

Ned N. Fleming, III

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 144,000.00
8	Shared Voting Power 19,302,482.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 19,302,482.00

11

Aggregate amount beneficially owned by each reporting person

19,446,482.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

27.1 %

14

Type of Reporting Person (See Instructions)

IN, HC

Comment for Type of Reporting Person:

In reference to Item 7, represents 144,000 restricted shares of Class B Common Stock directly held by Mr. Fleming that were granted under the Suncrete, Inc. 2026 Omnibus Incentive Plan, as to which Mr. Fleming has sole voting power under the terms of the applicable award agreement. Such shares are subject to time-based vesting criteria and vest, provided that Mr. Fleming is providing services to the Issuer through each such date, as to 96,000 shares on April 20, 2028 and as to 48,000 shares on April 20, 2029. In reference to Items 8 and 10 represents (i) 12,276,406 shares of Class A Common Stock issuable upon the conversion of shares of Class B Common Stock directly held by Dothan Concrete Investors, (ii) 3,533,336 shares of Class A Common Stock issuable upon the conversion of shares of Class B Common Stock directly held by Dothan Independent GP, LP ("Dothan Independent"), (iii) 265,865 shares of Class A Common Stock issuable upon the exercise of Private Warrants directly held by Dothan Independent, (iv) 1,378,181 shares of Class A Common Stock issuable upon the conversion of shares of Class B Common Stock directly held by SunTx Capital Partners III, LP ("SunTx Partners III"), (v) 1,111,117 shares of Class A Common Stock issuable upon the conversion of shares of Class B Common Stock directly held by Malachi Holdings Limited Partnership, a limited partnership controlled by Mr. Fleming ("Malachi Holdings"), (vi) 707,928 shares of Class A Common Stock issuable upon the conversion of shares of Class B Common Stock directly held by the Ned N. Fleming III Legacy Trust, a trust of which Mr. Fleming is the sole trustee and sole beneficiary (the "Legacy Trust"), (vii) 22,316 shares of Class A Common Stock issuable upon the exercise of Private Warrants directly held by the Legacy Trust and (viii) 7,333 shares of Class A Common Stock issuable upon the exercise of Private Warrants directly held by SunTx Capital Management. In reference to Item 11, represents the foregoing securities together with the 144,000 restricted shares of Class B Common Stock directly held by Mr. Fleming described above. In reference to Item 13, based on (a) 52,264,257 shares of Class A Common Stock outstanding as of October 20, 2026 and (b) an aggregate of 19,302,482 shares of Class A Common Stock issuable upon the conversion or exercise of shares of Class B Common Stock or Private Warrants, respectively, by certain of the Reporting Persons (as defined herein).

SCHEDULE 13D

CUSIP Number(s): 86723E104

1

Name of reporting person

Dothan Independent GP, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,799,201.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,799,201.00

11

Aggregate amount beneficially owned by each reporting person

3,799,201.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.8 %

14

Type of Reporting Person (See Instructions)

HC, PN

Comment for Type of Reporting Person:

In reference to Items 8, 10 and 11, represents (i) 3,533,336 shares of Class A Common Stock issuable upon the conversion of shares of Class B Common Stock directly held by Dothan Independent and (ii) 265,865 shares of Class A Common Stock issuable upon the exercise of Private Warrants directly held by Dothan Independent. In reference to Item 13, based on (a) 52,264,257 shares of Class A Common Stock outstanding as of October 20, 2026 and (b) an aggregate of 3,799,201 shares of Class A Common Stock issuable upon the conversion or exercise of shares of Class B Common Stock or Private Warrants, respectively, by Dothan Independent.

SCHEDULE 13D

CUSIP Number(s): 86723E104

1

Name of reporting person

Dothan Sponsor, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,799,201.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,799,201.00

11

Aggregate amount beneficially owned by each reporting person

3,799,201.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.8 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

In reference to Items 8, 10 and 11, represents (i) 3,533,336 shares of Class A Common Stock issuable upon the conversion of shares of Class B Common Stock directly held by Dothan Independent and (ii) 265,865 shares of Class A Common Stock issuable upon the exercise of Private Warrants directly held by Dothan Independent. In reference to Item 13, based on (a) 52,264,257 shares of Class A Common Stock outstanding as of October 20, 2026 and (b) an aggregate of 3,799,201 shares of Class A Common Stock issuable upon the conversion or exercise of shares of Class B Common Stock or Private Warrants, respectively, by Dothan Independent.

SCHEDULE 13D

CUSIP Number(s): 86723E104

1

Name of reporting person

Dothan Concrete Investors, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 12,276,406.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 12,276,406.00

11

Aggregate amount beneficially owned by each reporting person

12,276,406.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.0 %

14

Type of Reporting Person (See Instructions)

HC, OO

Comment for Type of Reporting Person:

With respect to Items 8, 10 and 11, represents shares of Class A Common Stock issuable upon the conversion of shares of Class B Common Stock directly held by Dothan Concrete Investors. In reference to Item 13, based on (a) 52,264,257 shares of Class A Common Stock outstanding as of October 20, 2026 and (b) an aggregate of 12,276,406 shares of Class B Common Stock, which are convertible into shares of Class A Common Stock by Dothan Concrete Investors.

SCHEDULE 13D

CUSIP Number(s): 86723E104

1

Name of reporting person

Dothan Concrete Manager, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 12,276,406.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 12,276,406.00

11

Aggregate amount beneficially owned by each reporting person

12,276,406.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.0 %

14

Type of Reporting Person (See Instructions)

HC, OO

Comment for Type of Reporting Person:

In reference to Items 8, 10 and 11, represents shares of Class A Common Stock issuable upon the conversion of shares of Class B Common Stock directly held by Dothan Concrete Investors. In reference to Item 13, based on (a) 52,264,257 shares of Class A Common Stock outstanding as of October 20, 2026 and (b) an aggregate of 12,276,406 shares of Class B Common Stock, which are convertible into shares of Class A Common Stock by Dothan Concrete Investors.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock
(b)	Name of Issuer: Suncrete, Inc.
(c)	Address of Issuer's Principal Executive Offices: 521 E. 2nd Street, Suite 1000, Tulsa, OKLAHOMA , 74120.
Item 1 Comment: This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") relates to shares of Class A Common Stock, Class B Common Stock and Private Warrants of Suncrete, Inc., a Delaware corporation (the "Issuer"). This Amendment No. 1 amends the Schedule 13D, as previously amended (as amended, the "Schedule 13D"), filed jointly with the Securities and Exchange Commission ("SEC") by and on behalf of each of (i) SunTx Capital Management Corp., (ii) Ned N. Fleming, III, (iii) Dothan Independent GP, LP, (iv) Dothan Sponsor, LLC, (v) Dothan Concrete Investors, LLC and (vi) Dothan Concrete Manager, LLC (collectively, the "Reporting Persons") by furnishing the information set forth below. Except as otherwise specified in this Amendment No. 1, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the SEC.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and supplemented as follows: "On April 20, 2026, the board of directors of the Issuer (the "Board") granted Mr. Fleming 144,000 under the Suncrete, Inc. 2026 Omnibus Incentive Plan (the "2026 Plan") as compensation for his service on the Board. 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 Mr. Fleming's continued service with the Issuer through the applicable vesting date. On October 20, 2026, (i) Dothan Concrete distributed (the "Dothan Concrete Distribution") 6,138,203 shares of Class B Common Stock to its members on a pro rata basis for no consideration and (ii) Dothan Independent distributed (the "Dothan Independent Distribution") (x) 2,954,019 shares of Class B Common Stock and (y) Private Placement Warrants to purchase up to 132,935 shares of Class A Common Stock, in each case to its limited partners on a pro rata basis for no consideration. In the Dothan Concrete Distribution, (i) Dothan Independent received 1,187,355 shares of Class B Common Stock and (ii) SunTx Partners III received 1,378,181 shares of Class B Common Stock. In the Dothan Independent Distribution, (i) Malachi Holdings received 1,111,117 shares of Class B Common Stock, (ii) Legacy Trust received 707,928 shares of Class B Common Stock and 22,316 Private Warrants and (iii) SunTx Capital Management received 7,333 Private Warrants."
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented as follows: "The Information set forth in Item 3 and 6 of this Amendment is incorporated by reference into this Item 4."
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 is hereby amended and restated in its entirety as follows: "The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by the Reporting Persons is stated in Items 11 and 13 on the cover page(s) hereto. The Reporting Persons declare that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D."
(b)	The Number of Shares as to which each Reporting Person has: (i) sole power to vote or to direct the vote: See Item 7 on the cover page(s) hereto. (ii) shared power to vote or to direct the vote: See Item 8 on the cover page(s) hereto. (iii) sole power to dispose or to direct the disposition of: See Item 9 on the cover page(s) hereto. (iv) shared power to dispose or to direct the disposition of: See Item 10 on the cover page(s) hereto.
(c)	The information provided or incorporated by reference in Item 6 is incorporated by reference herein.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended and supplemented as follows: "The information set forth in Item 3 of this Schedule 13D is incorporated by reference in its entirety into this Item 6."

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

SunTx Capital Management Corp.

Signature:	/s/ Ned N. Fleming, III
Name/Title:	Ned N. Fleming, III, Director
Date:	10/22/2026

Ned N. Fleming, III

Signature:	/s/ Ned N. Fleming, III
Name/Title:	Ned N. Fleming, III
Date:	10/22/2026

Dothan Independent GP, LP

Signature:	/s/ Ned N. Fleming, III
Name/Title:	By: Dothan Sponsor, LLC, its general partner, Name: /s/ Ned N. Fleming, III, Manager
Date:	10/22/2026

Dothan Sponsor, LLC

Signature:	/s/ Ned N. Fleming, III
Name/Title:	Ned N. Fleming, III, Manager
Date:	10/22/2026

Dothan Concrete Investors, LLC

Signature:	/s/ Ned N. Fleming, III
Name/Title:	By: Dothan Concrete Manager, LLC, its manager, By: SunTx Capital Management Corp., its manager, Name: /s/ Ned N. Fleming, III, Director
Date:	10/22/2026

Dothan Concrete Manager, LLC

Signature:	/s/ Ned N. Fleming, III
Name/Title:	By: SunTx Capital Management Corp., its manager, Name: /s/ Ned N. Fleming, III, Director
Date:	10/22/2026