{"url_path":"/sec/rmix/8-k/2026-04-27/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/2094433/0001104659-26-048767-index.html","accession_number":"0001104659-26-048767","cik":"0002094433","ticker":"RMIX","issuer_name":"Suncrete, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2094433/0001104659-26-048767-index.html","primary_entity_key":"0002094433","primary_entity_name":"Suncrete, Inc."},"word_count":860,"has_tables":true,"body_markdown":"** **\n\n**Item 5.02. Departure of Directors or Certain\nOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\n*Appointment of Directors*\n\n \n\nOn April 20, 2026, the Board\nof Directors (the “Board”) of Suncrete, Inc. (the “Company”) increased the size of the Board from seven directors\nto nine directors and filled the newly created vacancies by appointing (i) Charles Owens to the Board to serve as a Class I director for\na term expiring at the Company’s 2027 Annual Meeting of Stockholders and (ii) Noreen Skelly to serve as a Class II director for\na term expiring at the Company’s 2028 Annual Meeting of Stockholders.\n\n \n\nMr. Owens and Ms. Skelly were\nalso appointed to serve as members of the Audit Committee of the Board (the “Audit Committee”). Following such appointments,\nthe members of the Audit Committee are Bretton Johnston, Mr. Owens and Ms. Skelly, with Ms. Skelly serving as the Chair of the Audit Committee.\nEach of Messrs. Johnston and Owens and Ms. Skelly has been determined by the Board to be an “independent director” within\nthe meaning of the independent director standards of the Securities and Exchange Commission (“SEC”) and Nasdaq listing rules\nand to otherwise qualify to serve on the Audit Committee.\n\n \n\nCharles E. Owens is one of\nthe founders and the Vice Chairman of the board of directors of Construction Partners, Inc. (Nasdaq: ROAD) and previously served as its\nPresident and Chief Executive Officer from its inception until March 2021. From 1990 until its sale in 1999, Mr. Owens was President and\nChief Executive Officer of Superfos Construction U.S., Inc. (“Superfos”), the North American operation of Superfos a/s, a\npublicly held Danish company. During his tenure at Superfos, he oversaw the successful acquisition and integration of approximately 35\ncompanies, leading Superfos to become one of the largest highway construction companies in the United States. Prior to 1990, Mr. Owens\nwas President of Couch Construction, Inc., a subsidiary of Superfos headquartered in Dothan, Alabama. Mr. Owens received a Bachelor of\nBusiness Administration from Troy University.\n\n \n\nNoreen E. Skelly has served\nas the Chief Financial Officer for Blue Sky Bank, a commercial bank headquartered in Pawhuska, Oklahoma, with locations throughout Oklahoma\nand Texas since August 2022 and has served as a member of the board of directors of Construction Partners, Inc. (Nasdaq: ROAD) since April\n2019. She previously served as Chief Financial Officer of Broadway National Bank, a commercial bank headquartered in San Antonio, Texas,\nfrom August 2021 to August 2022 and as Executive Vice President and Chief Financial Officer of Veritex Holdings, Inc., the publicly traded\nholding company of Veritex Community Bank, headquartered in Dallas, Texas, from June 2012 through January 2019. Prior to that, Ms. Skelly\nwas the Chief Financial Officer of Highlands Bancshares, Inc., a bank holding company located in the Dallas, Texas area. Her experience\nincludes serving in various senior management positions within the corporate finance functions at Comerica Bank and ABN AMRO / LaSalle\nBank. Ms. Skelly began her professional career at the Federal Reserve Bank of Chicago and was promoted to serve as an accounting policy\nanalyst for the Board of Governors of the Federal Reserve System in Washington, D.C. Ms. Skelly received a Master of Business Administration\nfrom the University of Chicago Booth School of Business and a Bachelor of Business Administration in finance from the University of Texas\nat Austin.\n\n \n\nThere are no arrangements\nor understandings between Mr. Owens or Ms. Skelly and any other person pursuant to which Mr. Owens or Ms. Skelly was selected to serve\non the Board. Mr. Owens or Ms. Skelly do not have any direct or indirect material interest in any transaction or proposed transaction\nrequired to be reported under Item 404(a) of Regulation S-K.\n\n** **\n\n****\n\n \n\n \n\n** **\n\n*Director Restricted Stock Awards*\n\n \n\nOn April 20, 2026, the Board\ngranted to the non-employee directors of the Company the following awards of restricted stock (the “Director Grants”) under\nthe Suncrete, Inc. 2026 Omnibus Incentive Plan (the “2026 Plan”) as compensation for service on the Board: \n\n \n\nName and Title \nClass of Common Stock \nNumber of Shares \n\nNed N. Fleming, III \nClass B Common Stock \n 144,000 \n\nAndrew R. Heyer \nClass A Common Stock \n 48,000 \n\nWilliam Holden \nClass A Common Stock \n 48,000 \n\nBretton Johnston \nClass B Common Stock \n 48,000 \n\nMark R. Matteson \nClass B Common Stock \n 96,000 \n\nCharles Owens \nClass B Common Stock \n 48,000 \n\nDavid Rees-Jones \nClass B Common Stock \n 48,000 \n\nNoreen Skelly \nClass B Common Stock \n 48,000 \n\n \n\nThe shares of restricted stock\nvest (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\nto continued service with the Company through the applicable vesting date. The Director Grants were issued by the Company in reliance\nupon the exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and/or\nRegulation D promulgated thereunder.\n\n \n\n \n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements\nof the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto\nduly authorized.\n\n \n\n \n**SUNCRETE, INC.**\n\n \n \n\nDate: April 24, 2026\nBy:\n /s/ *Randall Edgar*\n\n \n \nName:\nRandall Edgar\n\n \n \nTitle:\nChief Executive Officer"}