SCHEDULE 13D/A: General Statement of Acquisition of Beneficial Ownership
Published on October 22, 2026
|
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) | |
| |
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).
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: |
| ||||||||
| 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: |
| ||||||||
| 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: |
| ||||||||
| 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: |
| ||||||||
| 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: |
| ||||||||
| 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: |
| ||||||||
| 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.
|
|
|
|
|
|
|
|
|
|
|
|
|