Suncrete, Inc. 8-K

What Happened

• Suncrete, Inc. (RMIX) announced it completed the acquisition of Hope Concrete, LLC and its subsidiaries (the “Hope Companies”) on April 28, 2026. The Hope Companies operate in concrete manufacturing, production, sales and trucking of concrete, sand, rock, cement and fly ash.
• Aggregate consideration at closing included a net cash payment of $39,377,232.21 (subject to purchase‑agreement adjustments), 220,007 shares of Suncrete Class A common stock issued to Michael Mikytuck, and 69,511 Class B shares of Purchaser Holdco issued to Foley Bros., LLC (exchangeable for 695,110 Class A shares under an Exchange Agreement dated April 28, 2026).
• The purchase was made under a Membership Interest Purchase Agreement between Suncrete, Concrete Partners, LLC (Purchaser), Suncrete Intermediate, Inc. (Purchaser Holdco) and the sellers (including Hope Concrete Intermediate Holdings, Michael Mikytuck, Christine Wienberg and Foley Bros.). Suncrete furnished a press release announcing the closing on April 29, 2026 (Exhibit 99.1).

Key Details

• Closing date: April 28, 2026; press release filed April 29, 2026.
• Cash consideration: $39,377,232.21 (net at closing), subject to adjustment per the Purchase Agreement.
• Equity consideration: 220,007 Class A shares to Mikytuck; 69,511 non‑voting Class B Holdco shares to Foley, exchangeable into 695,110 Class A shares under the Exchange Agreement.
• The Holdco rollover shares are nonvoting, have no dividend or liquidation rights, and are convertible only on the Exchange Agreement’s terms; the Purchase Agreement contains customary reps, warranties and covenants.

Why It Matters

• The acquisition expands Suncrete’s concrete manufacturing and distribution footprint (including Lafayette and Baton Rouge divisions) and adds trucking/logistics capabilities in Texas and Louisiana, potentially growing revenue and operational scale.
• It required a significant cash outlay (~$39.4M) and included issuance of equity that could dilute existing shareholders if the Holdco shares are exchanged into Class A stock (up to 695,110 shares per the Exchange Agreement).
• Investors should note the sellers’ representations and warranties are contractual allocations of risk and that Suncrete will file any required financial statements and disclosures related to the acquired business as required by SEC rules.