As filed with the Securities and Exchange Commission on May 8, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SUNCRETE, INC.

(Exact name of registrant as specified in its charter)


Delaware	3272	39-4989597
(State or other Jurisdiction of Incorporation Or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

521 E. 2nd St.

Tulsa, Oklahoma 74120

(918)

355-5700

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Randall Edgar

Chief Executive Officer

521 E. 2nd St.

Tulsa, Oklahoma 74120

(918)

355-5700

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Matthew L. Fry

Rachel O’Donnell

Haynes and Boone, LLP

2801 N. Harwood St.

Suite 2300

Dallas, Texas 75201

(214)

651-5000

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 8, 2026

PRELIMINARY PROSPECTUS

SUNCRETE, INC.

52,299,704 Shares of Class A Common Stock

(Inclusive of 23,714,609 shares of Class A Common Stock Issuable Upon Conversion of Class B Common Stock, 473,800 shares of Class A Common Stock Underlying Warrants, 2,525,094 shares of Class A Common Stock Underlying Pre-Funded Warrants, 1,444,445 shares of Class A Common Stock Underlying Series A Convertible Perpetual Preferred Stock and 695,110 shares of Class A Common Stock Issuable Upon Exchange of Holdco Class B Common Shares)

473,800 Warrants to Purchase Shares of Class A Common Stock

This prospectus relates to the offer and sale, from time to time, by the selling holders identified in this prospectus (collectively, the “Selling Holders”), or their permitted transferees, of (i) up to 23,446,646 shares of our Class A common stock, par value $0.0001 (“Class A Common Stock”), held by certain Selling Holders, (ii) up to 23,714,609 shares of Class A Common Stock issuable upon the conversion of 23,714,609 shares of our Class B common stock, par value $0.0001 per share (“Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), held by certain Selling Holders, (iii) up to 473,800 shares of Class A Common Stock underlying warrants to purchase 473,800 shares of Class A Common Stock held by certain Selling Holders (the “Warrants”), (iv) up to 2,525,094 shares of Class A Common Stock underlying pre-funded warrants to purchase 2,525,094 shares of Class A Common Stock (the “Pre-Funded Warrants”), (v) up to 1,444,445 shares of Class A Common Stock issuable upon conversion of 26,000 shares of Series A Convertible Perpetual Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), held by certain Selling Holders, (vi) up to 695,110 shares of Class A Common Stock issuable upon the exchange of 69,511 shares of Class B common stock, par value $0.0001 per share (the “HoldCo Class B Common Shares”), of our subsidiary, Suncrete Intermediate, Inc. (“Purchaser HoldCo”), held by certain Selling Holders (the “HoldCo Rollover Securities”), and (vii) up to 473,800 Warrants held by certain Selling Holders. This prospectus also relates to the issuance by us (with respect to 75,000 of such warrants, solely to persons other than the original purchaser thereof or its affiliates), of up to 473,800 shares of Class A Common Stock that may be issued upon exercise of 473,800 Warrants registered for resale hereby. The shares of Class A Common Stock and the Warrants that may be sold by the Selling Holders and the shares of Class A Common Stock that may be issued by us are collectively referred to in this prospectus as the “Offered Securities.” We will not receive any of the proceeds from the sale by the Selling Holders of the Offered Securities.

We will receive all of the proceeds from the exercise of the Warrants for cash, if any, registered hereunder. We believe the likelihood that the Selling Holders will exercise their Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of our Class A Common Stock. If the trading price for our Class A Common Stock is less than $11.50 per share, we believe holders of our Warrants are unlikely to exercise their Warrants. Conversely, these holders are more likely to exercise their Warrants the higher the price of our Class A Common Stock is above $11.50 per share. The closing price of our Class A Common Stock on The Nasdaq Global Market on May 7, 2026 was $15.40 per share. The Warrants are exercisable on a cashless basis under certain circumstances specified in the Warrant Agreement (as defined herein) for the Warrants. To the extent that any Warrants are exercised on a cashless basis, the aggregate amount of cash we would receive from the exercise of the Warrants will decrease.

We will bear all costs, expenses and fees in connection with the registration of Offered Securities. The Selling Holders will bear all commissions and discounts, if any, attributable to their respective sales of Offered Securities. We are registering the Offered Securities for sale by certain of the Selling Holders pursuant to registration rights agreements with certain of the Selling Holders. See the section of this prospectus titled “Selling Holders” for more information.

The Selling Holders may offer and sell the Offered Securities owned by them covered by this prospectus from time to time. The Selling Holders may offer and sell the Offered Securities owned by them covered by this

prospectus in a number of different ways and at varying prices. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in any applicable prospectus supplement. See the sections of this prospectus titled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and any applicable prospectus supplement describing the method and terms of the offering of such securities. You should carefully read this prospectus and any applicable prospectus supplement before you invest in our securities.

The Offered Securities being offered by the Selling Holders were purchased by the Selling Holders at, or are exercisable at, various prices, certain of which are below the current trading price of our Class A Common Stock. The sale or the possibility of the sale of the Offered Securities being offered pursuant to this prospectus may negatively impact the market price of the Class A Common Stock. See the section titled “Purchase Price Paid by the Selling Holders” for more information.

The Class A Common Stock being offered for resale in this prospectus (including the shares of Class A Common Stock underlying the Class B Common Stock, the Warrants, the Pre-Funded Warrants, the Series A Preferred Stock and the Holdco Rollover Securities) represent approximately 70.1% of our total outstanding Common Stock on a fully diluted basis as of May 5, 2026. The sale of all the securities being offered in this prospectus could result in a significant decline in the public trading price of our Class A Common Stock. Despite such a decline in the public trading prices, the Selling Holders may still experience a positive rate of return on the securities they purchased due to the differences in the trading price and the purchase prices at which they purchased the securities as described herein. See “Risk Factors – Future sales, or the perception of future sales, of our Class A Common Stock by us or our stockholders in the public market could cause the market price for our Class A Common Stock to decline” and “Risk Factors – Certain existing securityholders acquired their securities in the Company at prices below the current trading price of such securities, and may experience a positive rate of return based on the current trading price. Future investors in our Company may not experience a similar rate of return.”

We are a “controlled company” within the meaning of the listing rules of The Nasdaq Stock Market, LLC (“Nasdaq”). As a controlled company, we are exempt from certain Nasdaq governance requirements that otherwise apply to the composition and function of our board of directors (the “Board”). As a result, (i) our Board does not have a majority of independent directors, (ii) the compensation of our executive officers is not determined by a majority of the independent directors or a committee of independent directors, and (iii) director nominees are not selected or recommended by a majority of the independent directors or a committee of independent directors. As of May 5, 2026, the SunTx Group (as defined herein) beneficially owned approximately 82.6% of the voting power of our outstanding Common Stock. If at any time we cease to be a controlled company, we will take all action necessary to comply with the listing rules of Nasdaq, including appointing a majority of independent directors to our Board and ensuring our compensation committee and nominating and corporate governance committee are each composed entirely of independent directors, subject to any permitted “phase-in” periods.

Our Class A Common Stock is listed on The Nasdaq Global Market under the symbol “RMIX.” On May 7, 2026, the last reported sales price of the Class A Common Stock was $15.40 per share. We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for this and future filings.

See “Risk Factors” beginning on page 18 to read about factors you should consider before investing in shares of our Class A Common Stock and Warrants.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026

TABLE OF CONTENTS


ABOUT THIS PROSPECTUS			1
MARKET AND INDUSTRY DATA			3
TRADEMARKS, SERVICE MARKS AND TRADE NAMES			3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			4
PROSPECTUS SUMMARY			6
RISK FACTORS			18
USE OF PROCEEDS			37
MARKET INFORMATION FOR COMMON STOCK AND DIVIDEND POLICY			38
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			39
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			67
BUSINESS			89
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			102
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE			107
EXECUTIVE COMPENSATION			114
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			120
DESCRIPTION OF SECURITIES			123
SELLING HOLDERS			130
PURCHASE PRICE PAID BY THE SELLING HOLDERS			142
PLAN OF DISTRIBUTION			145
LEGAL MATTERS			150
CHANGE IN ACCOUNTANTS			150
EXPERTS			151
WHERE YOU CAN FIND ADDITIONAL INFORMATION			151
INDEX TO FINANCIAL STATEMENTS			F-i

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-1 (the “Registration Statement”) that we are hereby filing with the Securities and Exchange Commission (the “SEC”) using the “shelf” registration process. Under this shelf registration process, we and the Selling Holders may, from time to time, sell or otherwise distribute the Offered Securities as described in the section titled “Plan of Distribution” in this prospectus. We will not receive any proceeds from the sale by such Selling Holders of the Offered Securities offered by them described in this prospectus. We may receive proceeds from the exercise of Warrants registered hereunder by a person other than the original holder of the Warrants or its affiliates to the extent they are exercised for cash.

Neither we nor the Selling Holders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Holders take responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the Selling Holders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we refer you in the sections of this prospectus titled “Where You Can Find Additional Information.”

On April 8, 2026 (the “Closing Date”), Suncrete, Inc. (the “Company”) consummated its previously announced business combination pursuant to that certain Business Combination Agreement, dated October 9, 2025 (the “Business Combination Agreement”), by and among the Company, Haymaker Acquisition Corp. 4, a Cayman Islands exempted company (“Haymaker” or “SPAC”), Haymaker Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub I”), Haymaker Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Company (“Merger Sub II”), and Concrete Partners Holding, LLC, a Delaware limited liability company (“CPH”), following approval thereof at an extraordinary general meeting of Haymaker’s shareholders on April 2, 2026.

Immediately prior to the closing of the Business Combination (the “Closing”), on April 8, 2026, Haymaker redeemed all of its issued and outstanding public warrants to purchase Class A Ordinary Shares of Haymaker, par value $0.0001 per share (“SPAC Class A Ordinary Shares” and such warrants, the “SPAC Public Warrants”) in exchange for (i) $2.25 in cash and (ii) 0.075 SPAC Class A Ordinary Shares per SPAC Public Warrant (the “Warrant Redemption”).

Pursuant to the terms of the Business Combination Agreement, immediately prior to the Closing, on April 8, 2026, Haymaker transferred by way of continuation out of its jurisdiction of incorporation from the Cayman Islands and domesticated into the State of Delaware in accordance with Section 388 of the Delaware General Corporation Law, as amended, and the Companies Act (As Revised) of the Cayman Islands (the “Domestication” and the time at which the Domestication became effective, the “Domestication Effective Time”).

On April 8, 2026, immediately following the Domestication, Merger Sub I merged with and into Haymaker (the “Initial Merger”), with Haymaker surviving the Initial Merger as a wholly owned subsidiary of the Company (the time at which the Initial Merger became effective, the “Initial Merger Effective Time”). Immediately following the Initial Merger, Merger Sub II merged with and into CPH (the “Acquisition Merger” and, together with the Initial Merger, the “Mergers”, and together with the Domestication, and all other transactions contemplated by the Business Combination Agreement, the “Business Combination” and the time at which the Acquisition Merger became effective, the “Acquisition Merger Effective Time”), with CPH surviving the Acquisition Merger as a wholly owned subsidiary of the Company.

References to “Suncrete,” the “Company,” “we,” “us,” “our,” prior to the Business Combination refer to CPH, and such references following the Business Combination refer to the Company in its current corporate form as a Delaware corporation called “Suncrete, Inc.” or “RMIX.”

MARKET AND INDUSTRY DATA

Certain industry data and market data included in this prospectus were obtained from independent third-party surveys, market research, publicly available information, reports of governmental agencies and industry publications and surveys. All of the estimates of the Company’s management presented herein are based upon review of independent third-party surveys and industry publications prepared by a number of sources and other publicly available information by the Company’s management. Third-party industry publications and forecasts state that the information contained therein has been obtained from sources generally believed to be reliable, yet not independently verified. The industry data, market data and estimates used in this prospectus involve assumptions and limitations, and you are cautioned not to give undue weight to such data and estimates. Although we have no reason to believe that the information from industry publications and surveys included in this prospectus is unreliable, we have not verified this information and cannot guarantee its accuracy or completeness. We believe that industry data, market data and related estimates provide general guidance, but are inherently imprecise. The industry in which the Company operates is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors” and elsewhere in this prospectus.

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this registration statement may appear without the ^® or ^™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Examples of forward-looking statements include, but are not limited to, statements with respect to the expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding the Company, statements regarding the plans and use of proceeds, future financial condition of the Company and performance and expected financial impacts of the Business Combination on the Company’s business, and the Company’s expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance that do not solely relate to historical or current facts.

These forward-looking statements generally are identified by the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “should,” “will,” “would,” and similar expressions or the negative of such terms or other comparable terminology. Forward-looking statements are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking statements. Such risks, uncertainties and assumptions, include, but are not limited to:

•

the failure to realize the anticipated benefits of the Business Combination and any transactions contemplated thereby;

•

the failure of the Company to maintain the listing of its securities on Nasdaq;

•

costs related to the Business Combination and as a result of the Company becoming a public company;

•

changes in business, market, financial, political and regulatory conditions;

•

the ability of the Company to grow and manage growth profitably;

•

risks relating to the Company’s anticipated operations and business, including the success of any future acquisitions;

•

the Company’s ability to retain its management and key employees;

•

the risk that issuances of equity or debt securities, including issuances of equity securities in connection with the Company’s acquisition strategy, may adversely affect the value of the Company’s common stock and dilute its stockholders;

•

the risk that the Company experiences difficulties managing its growth and expanding operations following the consummation of the Business Combination;

•

challenges in implementing the Company’s business plan, due to lack of an operating history, operational challenges, significant competition and regulation; and

•

the other risks and uncertainties discussed in “Risk Factors” and elsewhere in this prospectus.

In addition, there may be events that the Company’s management is not able to predict accurately or over which the Company has no control.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this prospectus, which are incorporated by reference herein. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Many of the important factors that will determine these results are beyond our ability to control or predict. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as otherwise required by law, we do not undertake any obligation to publicly update

or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

PROSPECTUS SUMMARY

Overview

Suncrete is a ready-mix concrete logistics and distribution platform operating across Oklahoma, Arkansas, Texas and Louisiana with plans to continue expanding throughout the high-growth U.S. Sunbelt region through acquisitions and organic growth. We leverage operational scale, technological integration and quality control to serve a diverse base of infrastructure, commercial and residential customers. In each of our core metropolitan markets, we target to maintain leading market share positions, supported by a business model centered on dense local market coverage, optimized logistics and disciplined pricing. We believe these attributes drive attractive unit economics, high cash conversion and resilient performance across macroeconomic cycles. Our leadership team, comprised of industry veterans with extensive experience building, acquiring and improving ready-mix concrete businesses, positions us to continue expanding profitably in an industry with compelling structural growth tailwinds.

Ready-mix concrete is a crucial building material that is used in the vast majority of infrastructure, commercial and residential construction projects. We serve substantially all end markets of the construction industry in our select geographic markets. Our customer base is comprised of contractors for commercial and industrial, residential, street and highway and other public works construction. Because ready-mix concrete is highly perishable, expiring approximately 90 minutes from its creation, our trade areas are limited to the approximate 20-mile radius surrounding each of our ready-mix concrete plants. This creates an attractive market dynamic where the relevant competition is typically limited to local market players. Additionally, the Sunbelt market in which we operate and look to expand is highly fragmented, consisting of thousands of plants and hundreds of unique owners, which creates attractive competitive dynamics and opportunities for acquisitive growth in addition to organic growth.

We currently operate across Oklahoma, Arkansas, Texas and Louisiana, and we are seeking to continue expanding throughout the Sunbelt region of the United States. The Sunbelt is a high-growth region of the U.S., with attractive economic characteristics driven by significant population migration, robust infrastructure spend and commercial relocations. According to the Bureau of Economic Analysis, the Sunbelt delivers approximately 40% higher GDP growth than non-Sunbelt states. According to Federal Reserve Economic Data, the Sunbelt population growth rate is approximately 270% higher than the population growth in other regions of the United States. In addition to GDP and population growth, the Sunbelt has experienced historical tailwinds from infrastructure spend, with $140.8 billion in total federal funding allocations from the Federal-Aid Highway Apportioned Programs and Bridge Replacement and Repairs within the Infrastructure Investment and Jobs Act of 2021 (“IIJA”). The Sunbelt is also experiencing growth from significant corporate headquarter relocations, with seven of the top eight metro destinations for headquarter relocations from 2022 – 2024 being in Sunbelt states.

Core Business. Our best-in-class logistics and ability to optimize deliveries are key contributors to our route density and profitability. Our operational expertise is reinforced by our experienced staff of professional engineers and seasoned operators, whose technical insight and field execution enable us to design, operate, and continuously refine highly efficient delivery systems. This know-how is the foundation of our operating strategy and is supplemented by best-in-class technology, rigorous analytics, and the application of both proven and cutting-edge engineering techniques that enable us to deliver the right product on time and on spec. Paired with strong geographic and industry tailwinds, we believe we are well positioned for continued strong organic growth in the attractive Sunbelt region.

As of December 31, 2025, we operated 50 standard ready-mix concrete plants at 39 locations with 336 mixer trucks and 77 haul trucks. During the year ended December 31, 2025, our plants and facilities produced ready-mix concrete resulting in revenue of approximately $194.9 million. Our ready-mix concrete product revenue by type of construction activity for the year ended December 31, 2025 was approximately 47.2% commercial, 36.7%infrastructure and 15.8% residential.

Acquisitions. Acquisitive growth is a key component of our core business strategy and complements the expansive organic growth trends that are the foundation of our business. Focused on the growing Sunbelt region, we intend to leverage our relationships in the industry to continue our path of completing accretive acquisitions in the ready-mix concrete industry. Capitalizing on the scale, operational efficiency and management best practices of our core business, we intend to apply our proprietary strategy to integrate acquisitions into our corporate functions and lift the margins of the businesses we acquire. We believe acquisitions provide opportunities to establish leadership in mature markets with fewer players where we can increase local density and deliver higher value to customers and employees within these markets.

We (and/or our predecessors) have acquired nine companies since 2016. We are in active discussions with additional potential acquisition candidates, and beyond these active conversations, we have a robust pipeline of identified potential targets throughout the Sunbelt. For information regarding recent acquisitions, see “Recent Developments” below.

Our Business

Our ready-mix concrete business engages principally in the precise formulation, efficient production and on-time delivery of ready-mix concrete to our customers’ job sites. Ready-mix concrete is a highly versatile construction material that results from combining coarse and fine aggregates such as crushed stone, sand, and cement with water and various chemical admixtures. We also provide services intended to reduce our customers’ overall construction costs by lowering the installed, or “in-place,” cost of concrete. These services include the formulation of mixtures for specific design uses, on-site and lab-based product quality control and customized delivery programs to meet our customers’ needs. We generally do not provide paving or other finishing services, which construction contractors or subcontractors typically perform. As a result, we are fundamentally a concrete logistics and distribution platform. We are not a construction services company, nor do we operate in the highly capital intensive cement business. This focus drives profitability and cash flow conversion because our business model is not capital intensive.

Our standard ready-mix concrete products consist of proportioned mixes that we produce and deliver in an unhardened plastic state for placement and shaping into designed forms at the job site. Selecting the optimum mix for a job involves determining not only the ingredients that will produce the desired permeability, strength, appearance, and other properties of the concrete after it has hardened and cured, but also the ingredients necessary to achieve a workable consistency tailored for the weather and other conditions at the job site. We are able to efficiently and accurately produce and deliver over a thousand customized mix designs, a strength which we believe is a further differentiator to our competitors.

We maintain leading local market positions by focusing on infrastructure and commercial projects which generally result in higher margins than residential projects, while still maintaining enough residential presence to diversify end market exposure and strengthen our response to shifting market demands. We believe our focus on select geographic markets with favorable industry dynamics, disciplined pricing, accretive acquisitions and prudent balance sheet leverage distinguishes us from our competition and results in superior growth and margin performance.

Recent Developments

Thunder Acquisition

On October 17, 2025, Eagle Redi-Mix Concrete, LLC, an indirect wholly owned subsidiary of the Company (“Eagle Redi-Mix”), entered into an equity and asset purchase and contribution agreement (as amended on March 27, 2026, the “Equity and Asset Purchase and Contribution Agreement”) with SRM, Inc., an Oklahoma corporation (“Schwarz Ready Mix”), SRM Leasing, LLC, an Oklahoma limited liability company (“Schwarz Leasing”), Schwarz Sand, LLC an Oklahoma limited liability company (“Schwarz Sand,” and together with

Schwarz Ready Mix and Schwarz Leasing, the “Schwarz Entities”) and the other selling parties named therein and Schwarz Ready Mix, in its capacity as a representative of the selling parties. Pursuant to the Equity and Asset Purchase and Contribution Agreement, Eagle acquired substantially all of the assets of Schwarz Ready Mix and Schwarz Leasing and all of the issued and outstanding equity interests of Schwarz Sand (collectively, the “Thunder Acquisition”). The aggregate purchase price included $97.0 million in cash consideration ($74.3 million paid at closing and $22.7 million deferred until June 30, 2026) and 20,000,000 Company Preferred Units issued to the sellers as rollover equity.

Hope Acquisition

On April 28, 2026, two subsidiaries of the Company, Concrete Partners, LLC, a Delaware limited liability company, and Purchaser Holdco, a newly formed subsidiary of the Company, entered into a Membership Interest Purchase Agreement (the “Hope Purchase Agreement”) and related agreements with the owners (the “Sellers”) of Hope Concrete, LLC, a Texas limited liability company (“Hope”), to acquire 100% of the ownership interests of Hope and its subsidiaries, Lafayette Concrete Division LLC, a Louisiana limited liability company, and Baton Rouge Concrete Division LLC, a Louisiana limited liability company (collectively with Hope, the “Hope Companies”). The Hope Companies are in the business of concrete manufacturing, concrete production, concrete sales, and trucking of concrete, sand, rock, cement, and fly ash. On April 28, 2026, the Company completed the acquisition of the Hope Companies (the “Hope Acquisition”).

After giving effect to the transactions contemplated by the Hope Purchase Agreement, the aggregate consideration consisted of (i) 220,007 shares of Class A Common Stock issued to one of the Sellers, (ii) 69,511 shares of Holdco Rollover Securities issued to one of the Sellers and (iii) a net closing cash payment of $39,377,232.21, subject to certain adjustments as set forth in the Hope Purchase Agreement, with respect to the purchased units sold by the other Sellers. In addition, the Company paid $27.4 million to satisfy the debt obligations of Hope Concrete.

The Holdco Rollover Securities issued by Purchaser Holdco are nonvoting, have no dividend or liquidation rights and are exchangeable for an aggregate of 695,110 shares of Class A Common Stock on the terms and subject to the conditions set forth in an Exchange Agreement, dated April 28, 2026, by and among the Company, Purchaser Holdco and Foley Bros., LLC, a Texas limited liability company (the “Hope Exchange Agreement”).

Southern Louisiana Acquisition

On April 29, 2026, the Company acquired a ready-mix concrete company in Southern Louisiana for aggregate consideration consisting of (i) $31.0 million in cash at closing, (ii) 259,291 shares of Class A Common Stock issued to the sellers at closing and (iii) an earnout payment of up to $10.0 million based upon the acquired company’s achievement of specified performance criteria over a five-year post-closing performance period. The earnout is payable, if at all, in cash or Class A Common Stock, at the Company’s election, with the number of shares of Class A Common Stock issuable based upon the average closing price per share of the Class A Common Stock on The Nasdaq Global Market for the 30 consecutive trading days preceding the end of the earnout period; provided that in no event will the Company issue shares of Class A Common Stock if the issuance would exceed (a) the aggregate number of shares of Class A Common Stock that the Company may issue in compliance with the rules and regulations of Nasdaq or (b) 9.99% of the issued and outstanding shares of Class A Common Stock.

Nelson Bros. Acquisition

and its subsidiary, R & R Trucking LLC, a Texas limited liability company (collectively with the Nelson Bros., the “Nelson Acquired Companies”). The Nelson Acquired Companies are in the business of concrete manufacturing, concrete production, concrete sales, and trucking for their concrete operations (including trucking of concrete, sand, rock, cement, and fly ash for use in concrete manufacturing and production). On May 6, 2026, the Company completed the acquisition of the Nelson Acquired Companies pursuant to the Nelson Purchase Agreement (the “Nelson Acquisition”). The owners of the Nelson Acquired Companies who are also parties to the Nelson Purchase Agreement, were Randell R. Owens, Ronda A. Owens, JAO, LLC, a Texas limited liability company (“JAO”), and Owens Regional Investments, LLC, a Texas limited liability company (“Owens Regional,” and collectively, with Mr. Owens, Ms. Owens and JAO, the “Nelson Sellers”), and Jacob Owens in his capacity as representative of the Nelson Sellers.

The aggregate consideration for the Nelson Acquisition consisted of (i) 1,296,456 shares of Class A Common Stock issued to the Nelson Sellers (the “Nelson Stock Consideration”) and (ii) $42.3 million net cash payment at closing. In addition, the Nelson Sellers will be eligible to receive a contingent earnout payment of up to $18.0 million based on the achievement of a specified trailing twelve-month materials spread target by the Nelson Acquired Companies, measured as of the end of any full calendar quarter ending during the five-year period following the closing of the Nelson Acquisition, with Hope having the option to satisfy up to 50% of any such earnout payment by issuing shares of the Company’s Class A Common Stock in lieu of cash (the “Nelson Earnout Stock Consideration”), with the number of shares of Class A Common Stock issuable based upon the average closing price per share of the Class A Common Stock on The Nasdaq Global Market for the 30 consecutive trading days preceding the end of the earnout period; provided that in no event will the Company issue shares of Class A Common Stock if the issuance would exceed (a) the aggregate number of shares of Class A Common Stock that the Company may issue in compliance with the rules and regulations of Nasdaq or (b) 9.99% of the issued and outstanding shares of Class A Common Stock.

Business Combination with Haymaker

On April 8, 2026 (the “Closing Date”), the Company consummated the Business Combination pursuant to the Business Combination Agreement. Immediately prior to the Closing, on April 8, 2026, Haymaker redeemed all of its issued and outstanding public warrants to purchase SPAC Class A Ordinary Shares and the SPAC Public Warrants in exchange for (i) $2.25 in cash and (ii) 0.075 SPAC Class A Ordinary Shares per SPAC Public Warrant.

Immediately prior to the Closing, on the Closing Date, Haymaker transferred by way of continuation out of its jurisdiction of incorporation from the Cayman Islands and domesticated into the State of Delaware. At the Domestication Effective Time (a) each SPAC Class A Ordinary Share that was issued and outstanding immediately prior to the Domestication Effective Time converted automatically, on a one-for-one basis, into one share of Class A Common Stock of the post-Domestication SPAC, par value $0.0001 per share (“SPAC Class A Common Stock”), (b) each Class B Ordinary Share of Haymaker, par value $0.0001 per share, that was issued and outstanding immediately prior to the Domestication Effective Time converted automatically, on a one-for-one basis, into one share of Class B Common Stock of the post-Domestication SPAC, par value $0.0001 per share (“SPAC Class B Common Stock”), and (c) each then-issued and outstanding private warrant to purchase SPAC Class A Ordinary Shares prior to the Domestication converted automatically, on a one-for-one basis, into one private warrant to purchase SPAC Class A Common Stock (a “SPAC Private Warrant”).

On the Closing Date, immediately following the Domestication, Merger Sub I merged with and into Haymaker, with Haymaker surviving the Initial Merger as a wholly owned subsidiary of the Company. At the Initial Merger Effective Time, among other things, (a) Haymaker Sponsor IV, LLC (“Sponsor”) distributed 2,800,000 shares of SPAC Class A Common Stock (the “Dothan Founder Shares”) and 398,800 SPAC Private Warrants to Dothan Independent GP, LP (“Dothan Independent”), (b) each share of SPAC Class A Common

Stock issued and outstanding immediately prior to the Initial Merger Effective Time was canceled and converted into one share of Class A Common Stock, (c) each share of SPAC Class B Common Stock issued and outstanding immediately prior to the Initial Merger Effective Time was canceled and converted into one share of Class B Common Stock and (d) each then-outstanding SPAC Private Warrant was automatically assumed and converted into a private warrant to purchase one share of Class A Common Stock.

On the Closing Date, immediately following the Initial Merger, Merger Sub II merged with and into CPH, with CPH surviving the Acquisition Merger as a wholly owned subsidiary of the Company. At the Acquisition Merger Effective Time, among other things, (a) each share of Class B Common Stock issued and outstanding immediately prior to the Acquisition Merger Effective Time (other than the Dothan Founder Shares) was converted into and exchanged, on a one-for-one basis, into one share of Class A Common Stock, (b) the Company issued 14,117,894 shares of Class A Common Stock to members of CPH, (c) the Company issued 3,481,776 shares of restricted Class A Common Stock upon the cancelation and conversion of certain incentive units previously granted to management of CPH, (d) the Company issued 18,414,609 shares of Class B Common Stock to members of CPH, and (e) the Company issued 2,500,000 shares of Class B Common Stock to Dothan Independent.

In addition, as previously disclosed, the Company previously entered into subscription agreements (the “PIPE Subscription Agreements”) with certain institutional investors (collectively, the “PIPE Investors”), pursuant to which (a) immediately prior to the Acquisition Merger Effective Time, the Company issued and sold to certain of the PIPE Investors in a private placement an aggregate of 8,691,573 shares of Class A Common Stock and Pre-Funded Warrants to purchase 2,525,094 shares of Class A Common Stock and (b) at the Acquisition Merger Effective Time, the Company issued and sold to certain of the PIPE Investors in a private placement an aggregate of 6,162,009 shares of Class A Common Stock, for an aggregate total subscription amount of $167.1 million (collectively, the “PIPE Investment”).

Further, on the Closing Date, immediately prior to the closing of the Acquisition Merger, the Company issued 26,000 shares of Series A Preferred Stock to the holders of CPH’s Senior Preferred Units (the “Exchanging Holders”) pursuant to that certain Securities Exchange Agreement, dated March 26, 2026, by and among the Company and the Exchanging Holders (the “Exchange Agreement”).

In connection with the closing of the Business Combination, holders of 12,628,150 SPAC Class A Ordinary Shares sold in Haymaker’s initial public offering properly exercised their right to have their shares redeemed for a pro rata portion of the trust account holding the proceeds from Haymaker’s initial public offering, and on April 8, 2026, prior to the Domestication, Haymaker redeemed 12,628,150 SPAC Class A Ordinary Shares for $11.57 per share (the “Public Share Redemptions”). As a result, on April 8, 2026, after giving effect to the Public Share Redemptions and payments to holders under prepaid forward agreements described below and before paying expenses, there was approximately $59 million remaining in the trust account.

Warrant Amendment and Redemption

On the Closing Date, prior to the Warrant Redemption, Haymaker, the Company and Continental Stock Transfer & Trust Company, in its capacity as warrant agent (the “Warrant Agent”), entered into Amendment No. 1 to the Warrant Agreement (the “Warrant Amendment”) to amend that certain Warrant Agreement, dated as of July 25, 2023, by and between Haymaker and the Warrant Agent (the “Warrant Agreement”) to effect the Warrant Redemption.

Amended and Restated Registration Rights Agreement

In connection with the Closing, the Company, Haymaker, and Sponsor entered into an Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”) amending and restating the existing Registration Rights Agreement, dated as of July 25, 2023, by and between Haymaker and Sponsor and certain other equityholders of Haymaker (the “Existing Registration Rights Agreement”), pursuant to which, among other things, the Company agreed to register for resale on Form S-1 or, if available, Form S-3, pursuant to Rule 415 under the Securities Act, certain securities of the Company that are held by Sponsor.

Under the A&R Registration Rights Agreement, the Company agreed to indemnify holders of registrable securities and their respective officers, directors and each person who controls such holders (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) resulting from any untrue or alleged untrue statement, or omission or alleged omission of a material fact in any registration statement, prospectus or any amendment thereof or supplement thereto pursuant to which such holders sell their registrable securities, unless such liability arose from such holder’s misstatement or alleged misstatement, or omission or alleged omission, and such holders agreed to indemnify the Company, its officers and directors and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material facts or any omission of a material fact in any registration statement, prospectus or any amendment thereof or supplement thereto pursuant to which such holders sell their registrable securities.

Company Registration Rights Agreement

In connection with the closing of the Acquisition Merger, the Company, Dothan Independent and certain members of CPH (the “Company Members”) entered into a Registration Rights Agreement (the “Company Registration Rights Agreement”), pursuant to which certain members of CPH were granted customary registration rights with respect to the Company securities held by such parties following the Closing of the Business Combination. In certain circumstances, the Company Members can demand the Company’s assistance with underwritten offerings and block trades, and the Company Members are entitled to certain piggyback registration rights.

Under the Company Registration Rights Agreement, the Company agreed to indemnify the Company Members and their respective officers, directors and each person who controls such holders (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) resulting from any untrue or alleged untrue statement, or omission or alleged omission of a material fact in any registration statement, prospectus or any amendment thereof or supplement thereto pursuant to which such holders sell their registrable securities, unless such liability arose from such holder’s misstatement or alleged misstatement, or omission or alleged omission, and such holders agreed to indemnify the Company, its officers and directors and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material facts or any omission of a material fact in any registration statement, prospectus or any amendment thereof or supplement thereto pursuant to which such holders sell their registrable securities.

Indemnification of Directors and Officers

Concurrently with the Closing, the Company entered into indemnification agreements with its directors and executive officers. Each indemnification agreement provides that, subject to limited exceptions, the Company will indemnify the applicable indemnified person to the fullest extent permitted by law for claims arising in his or her capacity as a director or officer of the Company, as applicable.

Forward Purchase Agreement

On April 6, 2026, Haymaker and the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with each of Harraden Circle Investors, LP (“HCI”), Harraden Circle Special Opportunities, LP (“HCSO”), Harraden Circle Strategic Investments, LP (“HCSI”) and Harraden Circle Concentrated, LP (“HCC”) (with HCI, HCSO, HCSI, HCC, collectively as “Seller” or “Harraden”) for a prepaid share forward transaction. Pursuant to the terms of the Forward Purchase Agreement, the Seller agreed to purchase up to 5,000,000 Shares (as defined in the Forward Purchase Agreement) in accordance with the terms and conditions therein. Pursuant to the Forward Purchase Agreement, the Seller was prepaid an aggregate cash amount (the “Prepayment Amount”) equal to the (i) number of Shares, multiplied by (ii) the per-share redemption price at the closing of the Business Combination (the “Initial Price”), directly from Haymaker’s trust account in connection with the closing of the Business Combination. From time to time and on any business day on which Nasdaq and commercial banks in the City of New York are open for business (an “Exchange Business Day”), following the closing of the Business Combination (any such date, an “OET Date”), and subject to the terms and conditions therein, the Seller is required to terminate the transaction in whole or in part with respect to any number of Shares that are sold by Seller on such OET Date by giving notice of such termination and the specified number of Shares (such quantity, the “Terminated Shares”). As of each OET Date, the Company will be entitled to receive from Seller, and Seller shall pay to the Company, an amount equal to (a) the Initial Price multiplied by (b) the Terminated Shares. The Forward Purchase Agreement maturity date will be the earlier of (a) six months after the closing of the Business Combination, or (b) 10 Exchange Business Days following the date upon which the Company, in its sole discretion, delivers written notice to Seller that the Company is accelerating the maturity date; provided that such notice will not be effective until three months after the closing of the Business Combination. In addition, the Company has the right, in its sole discretion, to extend the maturity up to two times by three months each time by delivering written notice to Seller at least 10 Exchange Business Days in advance of the then-scheduled maturity date. At maturity, in exchange for the return of the number of remaining Shares under the Forward Purchase Agreement, the Seller shall retain an amount equal to (i) the number of Shares multiplied by (ii) the Initial Price. The Seller also agreed to waive any redemption rights with respect to the Shares during the term of the Forward Purchase Agreement. As of May 6, 2026, the Seller has sold 2.32 million shares of Class A Common Stock and has paid to the Company an aggregate of approximately $26.9 million, pursuant to the terms of the Forward Purchase Agreement.

Credit Agreement Amendments

Certain of the Company’s subsidiaries are party to a credit agreement (the “Credit Agreement”) with Bank of America, N.A., as administrative agent and certain lenders party thereto (the “Lenders”) providing for a fully drawn senior secured first lien term loan facility in the aggregate principal amount of $205 million (the “Term Loan”) and a $25 million revolving credit facility (the “Revolving Credit Facility”). On March 25, 2026, certain of the Company’s subsidiaries entered into that certain Consent and Second Amendment to Credit Agreement and First Amendment to Security and Pledge Agreement (the “Second Amendment”) to, among other things, permit the consummation of the Business Combination and giving effect to the Closing, to add the Company and SPAC as guarantors under the Credit Agreement. On April 7, 2026, certain of the Company’s subsidiaries and, giving effect to the Closing, the Company and SPAC, entered into that certain Limited Consent and Third Amendment to Credit Agreement (the “Third Amendment”) to, among other things, permit the Forward Purchase Agreement. On April 28, 2026, the Company and certain of the Company’s subsidiaries entered into that certain Limited Consent and Fourth Amendment to Credit Agreement (the “Fourth Amendment,” and the Credit Agreement, as amended through the date of the Fourth Amendment, the “Amended Credit Agreement”) to, among other things, permit the consummation of certain acquisitions, including the joinder to the Amended Credit Agreement of Purchaser Holdco, which was formed in connection with the Hope Acquisition.

Dothan Management Agreement Amendment

Pursuant to the Business Combination Agreement, on the Closing Date, the Company entered into an amendment (the “Dothan Management Agreement Amendment”) to that certain Management and Consulting Agreement, dated as of July 29, 2024, by and between Dothan Concrete Investments Management, LLC (“Dothan Management”) and CPH (the “Dothan Management Agreement”). Among other things, the Dothan Management Agreement Amendment provides for (i) the assumption of the Dothan Management Agreement by the Company from CPH, (ii) payment by the Company to Dothan Management of diligence and integration fees in the amount of $10 million as the diligence and integration fee in consideration for the services provided by Dothan Management and its personnel to the Company in relation to the Business Combination, and (iii) quarterly consulting payments by the Company to Dothan Management. Dothan Management is an affiliate of the Company, Dothan Independent and SunTx Capital Management Corp. (“SunTx Capital Management”).

Corporate Information

Suncrete’s principal executive offices are located at 521 E. 2nd Street, Tulsa, Oklahoma 74120, and its telephone number is (918) 355-5700. Suncrete’s website is www.suncrete.com. Information found on or accessible through our website is not incorporated by reference into this prospectus and should not be considered part of this prospectus.

Implications of Being an Emerging Growth Company

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). For so long as we remain an emerging growth company, we are permitted, and currently intend, to rely on the following provisions of the JOBS Act that contain exceptions from disclosure and other requirements that otherwise are applicable to public companies and file periodic reports with the SEC. These provisions include, but are not limited to:

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being permitted to present only two years of audited financial statements and selected financial data and only two years of related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our periodic reports and registration statements, including this prospectus, subject to certain exceptions;

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not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), as amended;

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reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements, and registration statements, including in this prospectus;

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not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements; and

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exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We will remain an emerging growth company until the earliest to occur of:

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the fifth anniversary of the date of our first sale of common equity securities pursuant to an effective registration statement;

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the last day of the fiscal year, in which we have total annual gross revenue of at least $1.235 billion, adjusted yearly for inflation;

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the date on which we are deemed to be a “large accelerated filer,” as defined in the Exchange Act; and

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the date on which we have issued more than $1 billion in non-convertible debt over a three-year period.

We have elected to take advantage of certain of the reduced disclosure obligations in this prospectus and may elect to take advantage of other reduced reporting requirements in our future filings with the SEC. As a result, the information that we provide to holders of our stockholders may be different than what you might receive from other public reporting companies in which you hold equity interests.

We have elected to avail ourselves of the provision of the JOBS Act that permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. As a result, we will not be subject to new or revised accounting standards at the same time as other public companies that are not emerging growth companies.

Organizational Structure

Current Structure

The following simplified diagram, which excludes multiple legal entities, illustrates our organizational structure as of May 7, 2026, following the Business Combination and the other acquisitions described under “Recent Developments” above.

LOGO

Suncrete, Inc. holds all of the 7,403,459 issued and outstanding shares of Class A common stock, par value $0.0001 per share (the “Holdco Class A Common Shares”), of Suncrete Intermediate, Inc., and the issued and outstanding 69,511 HoldCo Class B Common Shares are held by the one of the Sellers in the Hope Acquisition. The HoldCo Class B Shares are nonvoting and have no dividend or liquidation rights. The HoldCo Class B Shares are exchangeable on a 10-to-1 basis for an aggregate of 695,110 shares of Class A Common Stock of the Company on the terms and subject to the conditions set forth in the Hope Exchange Agreement.

Summary of Risk Factors

The risk factors summarized below could materially harm our business, operating results and/or financial condition, impair our future prospects and/or cause the price of our ordinary shares to decline. These risks are

discussed more fully following this summary. Material risks that may affect our business, operating results and financial condition include, but are not necessarily limited to, the following:

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There are risks related to our operating strategy.

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Our failure to successfully identify, complete, manage and integrate acquisitions could reduce our earnings and slow our growth.

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A significant slowdown or decline in economic conditions, particularly in the southern United States, could adversely impact our results of operations.

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Because our industry is capital-intensive and we have significant fixed and semi-fixed costs, our profitability is sensitive to changes in volume.

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Reduced demand for new home construction could adversely affect the residential construction market, which could affect our financial position, operating results and liquidity.

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Our operating results may vary significantly from one reporting period to another and may be adversely affected by the cyclical nature of the markets we serve.

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A significant downturn in the construction industry may result in an impairment of our goodwill.

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Our business is seasonal and subject to adverse weather.

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Our business depends on the availability of sand and aggregate reserves or deposits and our ability to obtain or mine them economically.

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We may lose business to competitors who underbid us, and we may be otherwise unable to compete favorably in our highly competitive industry.

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We depend on our information technology systems and processes, which are subject to cybersecurity and data leakage risks.

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We depend on third parties for concrete equipment and materials essential to operate our business.

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We use large amounts of electricity and diesel fuel that are subject to potential reliability issues, supply constraints, and significant price fluctuation, which could affect our financial position, operating results and liquidity.

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Delays or interruptions of our transportation logistics could affect operating results.

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Our results of operations can be adversely affected by labor shortages, turnover and labor cost increases.

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Our business depends on federal, state and local government spending for public infrastructure construction, and reductions in government funding could adversely affect our results of operations.

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Governmental regulations, including environmental regulations, may result in increases in our operating costs and capital expenditures and decreases in our earnings.

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Our operations are subject to various hazards, including natural disasters, that may cause personal injury or property damage for which we have a limited amount of insurance, and our business, operating costs and profitability could be adversely affected.

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Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations.

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The Credit Agreement restricts our ability to engage in some business and financial transactions.

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We may need to raise additional capital in the future, and we may not be able to do so on favorable terms or at all, which could impair our ability to operate our business or achieve our growth objectives.

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There can be no assurance that the shares of our Class A Common Stock will be able to comply with the continued listing rules of Nasdaq.

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The price of our Class A Common Stock may change significantly and you could lose all or part of your investment as a result.

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The dual class structure of our Common Stock has the effect of concentrating voting control with holders of our Class B Common Stock, which limits the ability of holders of our Class A Common Stock to influence corporate matters.

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Future sales, or the perception of future sales, of our Class A Common Stock by us or our stockholders in the public market could cause the market price for our Class A Common Stock to decline.

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The SunTx Group controls the Company, and their interests may conflict with the interests of the Company or yours in the future.

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We are currently an emerging growth company within the meaning of the Securities Act, and to the extent we have taken advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

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Provisions in our Organizational Documents and Delaware corporate law make it more difficult to effect a change in control, which could adversely affect the price of our Class A Common Stock.

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The Certificate of Incorporation designates certain courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit the ability of our stockholders to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

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We are a “controlled company” under Nasdaq listing rules. As a result, our stockholders do not have, and may never have, certain corporate governance protections that are available to stockholders of companies that are not controlled companies.

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A substantial number of shares of our securities are restricted securities and, as a result, there may be limited liquidity for our Class A Common Stock.

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Certain existing securityholders acquired their securities in the Company at prices below the current trading price of such securities, and may experience a positive rate of return based on the current trading price. Future investors in our Company may not experience a similar rate of return.

RISK FACTORS

Any investment in our securities involves a high degree of risk. You should carefully consider all of the information contained in this prospectus and any subsequent prospectus supplement, including our financial statements and related notes thereto, before investing in our securities. However, such risks and those discussed elsewhere in any subsequent prospectus supplement are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect us. If any of the risks described in any subsequent prospectus supplement or others not specified therein materialize, our business, financial condition and results of operations could be materially and adversely affected. In that case, you may lose all or part of your investment.

Unless the context otherwise requires, all references in this subsection to the “Company,” “Suncrete,” “we,” “us,” or “our” refer to the business of Suncrete and its consolidated subsidiaries.

Risks Related to Our Operations

There are risks related to our operating strategy.

A key component of our operating strategy is to operate our businesses on a decentralized basis, with local or regional management retaining responsibility for day-to-day operations, profitability and the internal growth of the individual business. If we do not implement and maintain proper overall business controls, this decentralized operating strategy could result in inconsistent operating and financial practices and our overall profitability could be adversely affected.

Our failure to successfully identify, complete, manage and integrate acquisitions could reduce our earnings and slow our growth.

We (including our predecessors) have acquired nine companies since 2016, including the recent Thunder Acquisition, Hope Acquisition and Nelson Acquisition. As part of our strategy to pursue growth opportunities in the Sunbelt region of the United States, we will continue to evaluate strategic acquisition opportunities that we believe have the potential to support and strengthen our business. We cannot predict the timing or size of any future acquisitions. Intense competition exists for acquisition opportunities in our industry. Competition for acquisitions may increase the cost of, or cause us to refrain from, completing acquisitions. We may be unable to identify and complete acquisitions on favorable terms, or at all. Our ability to complete acquisitions is dependent upon, among other things, the willingness of acquisition candidates we identify to sell, our ability to obtain financing or capital, if needed, on satisfactory terms, and, in some cases, regulatory approvals. The investigation of acquisition candidates and the negotiation, drafting and execution of relevant agreements requires substantial management time and attention and substantial costs for accountants, attorneys and others. If we fail to complete any acquisition for any reason, including events beyond our control, the costs incurred up to that point for the proposed acquisition likely would not be recoverable.

Acquisitions typically require integration of the acquired company’s estimation, project management, finance, information technology, risk management, purchasing and fleet management functions. We may be unable to successfully integrate businesses we acquire, including the businesses of the Schwarz Entities, Hope and Nelson Bros. into our existing business, and acquired businesses may not be as profitable as we had expected or at all. Acquisitions involve risks that the acquired business will not perform as expected and that our expectations concerning the value, strengths and weaknesses of the acquired business will prove incorrect.

We have expanded into the Texas and Louisiana markets in connection with the recent Hope Acquisition and Nelson Acquisition, and future acquisition targets may be in geographic regions in which we do not currently operate, which could result in unforeseen operating difficulties and difficulties in coordinating geographically dispersed operations, personnel and facilities. In addition, as we enter into new geographic markets, we have

become subject to, and may in the future become subject to, additional and unfamiliar legal and regulatory requirements. Compliance with regulatory requirements may impose substantial additional obligations on us and our management, cause us to expend additional time and resources in compliance activities and increase our exposure to penalties or fines for non-compliance with such additional legal requirements. Our recently completed acquisitions and any future acquisitions could cause us to become involved in labor, commercial, or regulatory disputes or litigation related to any new enterprises and could require us to invest further in operational, financial and management information systems and to attract, retain, motivate and effectively manage local or regional management and additional employees. Upon completion of an acquisition, key members of the acquired company management team may resign, which could require us to attract and retain new management and could make it difficult to maintain customer relationships. Our inability to effectively manage the integration of our completed and future acquisitions could prevent us from realizing expected rates of return on an acquired business and could have a material and adverse effect on our business, financial condition, results of operations, liquidity and cash flows.

We cannot guarantee that we will achieve synergies and cost savings in connection with recent and future acquisitions. Businesses that we may acquire could have unaudited financial statements that were prepared by management and were not independently reviewed or audited, and such financial statements could be materially different if they were independently reviewed or audited. We cannot guarantee that we will continue to acquire businesses at valuations consistent with our prior acquisitions or that we will complete future acquisitions at all. In addition, our results of operations from these acquisitions could, in the future, result in impairment charges for any of our intangible assets, including goodwill or other long-lived assets, particularly if economic conditions worsen unexpectedly.

A significant slowdown or decline in economic conditions, particularly in the southern United States, could adversely impact our results of operations.

We currently sell our ready-mix concrete and sand products to the construction industry in Arkansas, Oklahoma, Texas and Louisiana. A significant slowdown or decline in economic conditions or uncertainty regarding the economic outlook in the United States generally, or in the states in which we operate particularly, could reduce demand in the construction industry in our markets. Construction spending is also affected by changes in interest rates, demographic shifts, industry cycles, employment levels, inflation and other business, economic and financial factors, any of which could contribute to a downturn in construction activities or spending in these states. In addition, any instability in the financial and credit markets could negatively impact our customers’ ability to pay us on a timely basis, or at all, for work on projects already in progress, could cause our customers to delay or cancel projects in our contract backlog and could create difficulties for customers to obtain adequate financing to fund new projects, including through the issuance of municipal bonds.

Because our industry is capital-intensive and we have significant fixed and semi-fixed costs, our profitability is sensitive to changes in volume.

The property, plants and equipment needed to produce our products and provide our services are expensive. We must spend a substantial amount of capital to purchase and maintain such assets. Although we believe our current cash balance, along with our projected internal cash flows and available financing sources, will provide sufficient cash to support our currently anticipated operating and capital needs, if we are unable to generate sufficient cash to purchase and maintain the property, plants and equipment necessary to operate our business, or if the timing of payments on our receivables is delayed, we may be required to reduce or delay planned capital expenditures or to incur indebtedness. In addition, due to the level of fixed and semi-fixed costs associated with our business, volume decreases could have a material adverse effect on our financial condition, results of operations or liquidity.

Reduced demand for new home construction could adversely affect the residential construction market, which could affect our financial position, operating results and liquidity.

Approximately 36.7% of our revenue for the fiscal year ended December 31, 2025, was from residential construction contractors. Tightening of mortgage lending, mortgage financing requirements or higher interest rates could adversely affect the ability to obtain credit for some borrowers, or reduce the demand for new home construction, which could have a material adverse effect on our business and results of operations. In addition, the limitation of the home mortgage interest and property tax deductions could reduce the demand for new home construction, which could have a material adverse effect on our business and results of operations. Additionally, a decrease in current migration inflow patterns or increased population outflow could reduce the demand for new home construction in the areas in which we operate. A downturn in new home construction could also adversely affect our customers focused on residential construction, possibly resulting in slower payments, higher default rates in our accounts receivable and an overall increase in working capital.

Our operating results may vary significantly from one reporting period to another and may be adversely affected by the cyclical nature of the markets we serve.

The relative demand for our products is a function of the highly cyclical construction industry. As a result, our revenue may be adversely affected by declines in the construction industry generally and in our local markets. Our results also may be materially affected by:

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the level of commercial and residential construction in our local markets, including reductions in the demand for new residential housing construction below current or historical levels;

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the availability of funds for public or infrastructure construction from local, state and federal sources;

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unexpected events that delay or adversely affect our ability to deliver concrete according to our customers’ requirements;

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changes in interest rates and lending standards;

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changes in the mix of our customers and business, which result in periodic variations in the margins on jobs performed during any particular quarter;

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the timing and cost of acquisitions and difficulties or costs encountered when integrating acquisitions;

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the budgetary spending patterns of customers;

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increases in construction and design costs;

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power outages and other unexpected delays;

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our ability to control costs and maintain quality;

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pricing pressure due to changes in asset utilization or economic weakness;

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employment levels; and

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regional or general economic conditions.

Accordingly, our operating results in any particular quarter may not be indicative of the results that you can expect for any other quarter or for the entire year. Furthermore, negative trends in the ready-mix concrete or aggregates industries or in our geographic markets could have material adverse effects on our business, financial condition, results of operations, liquidity and cash flows.

A significant downturn in the construction industry may result in an impairment of our goodwill.

We test goodwill for impairment if events or circumstances change in a manner that would more likely than not reduce the fair value of a reporting unit below its carrying value. During such impairment testing, we may

identify events or changes in circumstances that could indicate the fair value of one or more of our reporting units is below its carrying value. For example, a significant downturn in the construction industry may have an adverse effect on the fair value of our reporting units. A decrease in the estimated fair value of one or more of our reporting units could result in the recognition of a material, non-cash write-down of goodwill.

Our business is seasonal and subject to adverse weather.

Because our business is primarily conducted outdoors, erratic weather patterns, seasonal changes and other weather-related conditions affect our business. Adverse weather conditions, including tornados, cold weather, snow and heavy or sustained rainfall, reduce construction activity, restrict the demand for our products and impede our ability to efficiently deliver concrete. For example, our operating results during 2025 were significantly impacted by unusually heavy and sustained rainfall across Oklahoma and Arkansas during the year, which limited construction activity and reduced delivery days. Adverse weather conditions could also increase our costs and reduce our production output as a result of power loss, needed plant and equipment repairs, delays in obtaining permits, time required to remove water from flooded operations and similar events. In addition, during periods of extended adverse weather or other operational delays, we may elect to continue to pay certain hourly employees to maintain our workforce, which may adversely impact our results of operations. Severe drought conditions can also restrict available water supplies and restrict production. Consequently, these events could adversely affect our business, financial condition, results of operations, liquidity and cash flows.

Our business depends on the availability of sand and aggregate reserves or deposits and our ability to obtain or mine them economically.

Sand and aggregates are a key component of ready-mix concrete. Because sand and aggregates are inexpensive, they are generally cost prohibitive to transport long distances, except in large quantities by railroad or water. As a result, access to local supplies of sand and aggregates, whether mined locally or shipped there by railroad or water, is critical to the operations of our ready-mix concrete business. We may face challenges finding sand and aggregate deposits that we can mine economically with appropriate permits, either within our markets or in long-haul transportation corridors that can economically serve our markets. Due to urban growth, available quarrying locations have been reduced, and communities have imposed restrictions on mining, making aggregates and sand supplies scarce in certain markets. Therefore, our future success is dependent, in part, on our ability to accurately forecast future areas of high growth in order to locate optimal facility sites and on our ability to secure operating and environmental permits to operate at those sites. If we are unable to access economical sources of sand and aggregates either internally or from third parties, our business, financial condition, results of operations, liquidity and cash flows might be materially and adversely affected.

We may lose business to competitors who underbid us, and we may be otherwise unable to compete favorably in our highly competitive industry.

Our competitive position in a given market depends largely on the location and operating costs of our plants and prevailing prices in that market. Price is the primary competitive factor among suppliers for small or less complex jobs, principally in residential construction. However, timeliness of delivery and consistency of quality and service, as well as price, are the principal competitive factors among suppliers for large or complex jobs. Concrete manufacturers like us generally obtain customer contracts through local sales and marketing efforts directed at general contractors, developers, governmental agencies and homebuilders. As a result, we depend on local relationships. We generally do not have long-term sales contracts with our customers.

Our competitors range from small, owner-operated private companies to subsidiaries or operating units of large, vertically integrated manufacturers of concrete, cement and aggregates. Our vertically integrated competitors generally have greater manufacturing, financial and marketing resources than we have, providing them with competitive advantages. Competitors having lower operating costs than we do or having the financial resources to enable them to accept lower margins than we do may have competitive advantages over us for jobs

that are particularly price-sensitive. Competitors having greater financial resources than we do to invest in new mixer trucks, build plants in new areas, or pay for acquisitions also may have competitive advantages over us.

If we are unable to accurately estimate the overall risks, revenues or costs on our projects, we may incur contract losses or achieve lower profits than anticipated.

Pricing on fixed unit price contracts is based on approved quantities irrespective of our actual costs, and contracts with a fixed total price require that the work be performed for an agreed-upon price irrespective of our actual costs. We generate profits on fixed unit price and fixed total price contracts only when our revenues exceed our actual costs, which requires us to accurately estimate and control our costs and avoid cost overruns. If our cost estimates are too low or if we do not perform the contract within our cost estimates, then cost overruns may cause us to incur a loss or cause the contract not to be as profitable as we expected. The costs incurred and profit realized, if any, on our contracts can vary, sometimes substantially, from our original projections due to a variety of factors, including, but not limited to:

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the failure to include materials or work in a bid, or the failure to estimate properly the quantities or costs needed to complete a fixed total price contract;

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delays caused by weather conditions or otherwise failing to meet scheduled acceptance dates;

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contract or project modifications or conditions creating unanticipated costs that are not covered by change orders;

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unanticipated re-work or replacement costs in the event that a project is not completed on spec;

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changes in the availability, proximity and costs of materials, including sand and aggregates, as well as fuel and lubricants for our equipment;

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the availability and skill level of workers;

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onsite conditions that differ from those assumed in the original bid;

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the failure by our suppliers, subcontractors, engineers or customers to perform their obligations;

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fraud, theft or other improper activities by our suppliers, subcontractors, engineers, customers or personnel;

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mechanical problems with our machinery or equipment;

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citations issued by a government authority, including OSHA or MSHA;

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difficulties in obtaining required government permits or approvals;

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changes in applicable laws and regulations;

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uninsured claims or demands from third parties for alleged damages arising from the design, construction or use and operation of a project of which our work is part; and

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public infrastructure customers seeking to impose contractual risk-shifting provisions that result in increased risks to us.

These and other factors may cause us to incur losses, which could have a material adverse effect on our financial condition, results of operations or liquidity.

We depend on our information technology systems and processes, which are subject to cybersecurity and data leakage risks.

We depend on information technology systems and infrastructure that could be damaged or interrupted by a variety of factors. Any significant breach, breakdown, destruction or interruption of these systems has the

potential to negatively affect our operations. We could experience a business interruption, theft of information or reputational damage as a result of a cybersecurity attack, such as the infiltration of a data center, or data leakage of confidential information either internally or through our third-party providers. Although we have invested in the protection of our data and information technology to reduce these risks and periodically test the security of our information systems network, our efforts may not prevent breakdowns or breaches in our systems that could have a material adverse effect on our financial condition, results of operations and liquidity. Similarly, our suppliers rely extensively on computer systems to process transactions and manage their businesses and, thus, are also at risk of, and may be impacted by, cybersecurity attacks. Although we have not experienced a material cybersecurity incident or business interruption event to date, an interruption in the business operations of our suppliers and other third parties with which we do business resulting from a cybersecurity attack could indirectly impact our business operations.

We depend on third parties for concrete equipment and materials essential to operate our business.

We rely on third parties to sell or lease property, plant and equipment to us and to provide us with materials necessary for our operations, including cement, aggregates and other substances. We cannot provide assurance that our favorable working relationships with our suppliers will continue in the future. Also, there have historically been periods of supply shortages in the concrete industry, particularly in a strong economy. If we are unable to purchase or lease necessary properties or equipment, our operations could be severely impacted. If we lose our supply contracts and receive insufficient supplies from third parties to meet our customers’ needs or if our suppliers experience price increases or disruptions to their business, such as labor disputes, supply shortages, or distribution problems, our business, financial condition, results of operations, liquidity and cash flows could be materially and adversely affected.

In our production and distribution processes, we consume significant amounts of electricity and diesel fuel. The availability and pricing of these resources are subject to market forces that are beyond our control. Furthermore, we are vulnerable to any reliability issues experienced by our suppliers, which also are beyond our control. Our suppliers contract separately for the purchase of such resources and our sources of supply could be interrupted should our suppliers not be able to obtain these materials due to higher demand or other factors that interrupt their availability. Variability in the supply and prices of these resources could materially affect our financial position, results of operations and liquidity from period to period.

Delays or interruptions of our transportation logistics could affect operating results.

Our products are distributed to our markets by trucks, which are Company-owned. Transportation logistics play an important role in allowing us to supply products to our customers. Any significant delays, disruptions, or the non-availability of our transportation support system could negatively affect our operations. Transportation operations are subject to factors outside of our control, including capacity constraints, high fuel costs and various hazards, including extreme weather conditions and slowdowns due to labor strikes and other work stoppages. If there are material changes in the availability or cost of transportation services, we may not be able to arrange alternative and timely means to transport our products or fuels at a reasonable cost, which could materially affect our financial position and results of operations.

Our continued success requires us to hire, train and retain qualified personnel and subcontractors in a competitive industry.

The success of our business depends on our ability to attract, train and retain qualified, reliable personnel, including, but not limited to, our executive officers and key management personnel. In addition, we rely on

project management personnel, skilled plant managers, technicians, drivers and other employees and qualified subcontractors who possess the necessary and required experience and expertise to perform their respective services at a reasonable and competitive rate. Competition for these and other experienced personnel is intense, and it may be difficult to attract and retain qualified individuals with the requisite expertise and within the time frame demanded by our customers. In certain geographic areas, for example, we may not be able to satisfy the demand for our services because of our inability to successfully hire, train and retain qualified personnel. Also, it could be difficult to replace personnel who hold credentials that may be required to perform certain government projects and/or who have significant government contract experience. As some of our executives and other key personnel approach retirement age, we must provide for smooth transitions, which may require that we devote time and resources to identify and integrate new personnel into vacant leadership roles and other key positions. If we are unable to attract and retain enough skilled personnel or effectively implement appropriate succession plans, our ability to pursue projects and our strategic plan may be adversely affected, the costs of executing both our existing and future projects may increase, and our financial performance may decline. In addition, the cost of providing our services, including the extent to which we utilize our workforce, affects our profitability. For example, the uncertainty of contract award timing can present difficulties in matching our workforce size with our contracts. If an expected contract award is delayed or not received, we could incur costs resulting from excess staff or redundancy of facilities that could have a material adverse impact on our business, financial condition and results of operations.

Our results of operations can be adversely affected by labor shortages, turnover and labor cost increases.

Labor is a primary component of operating our business. Several factors may adversely affect the labor force available to us or increase labor costs from time to time, including high employment levels, federal unemployment subsidies and other government regulations. Although we have not experienced material disruptions due to labor shortages to date, we have observed an overall tightening and increasingly competitive labor market. A sustained labor shortage or increased turnover rates within our employee base could lead to increased costs, such as increased overtime to meet demand and increased wage rates to attract and retain employees, and could negatively affect our ability to complete our projects according to the required schedule or otherwise efficiently operate our business. If we are unable to hire and retain employees capable of performing at a high level, or if mitigation measures we may take to respond to a decrease in labor availability, such as overtime and third-party outsourcing, have unintended negative effects, our business could be adversely affected. In addition, we distribute our products and receive raw materials primarily by truck. Reduced availability of trucking capacity due to shortages of drivers and increased fuel costs has caused an increase in the cost of transportation for us and our suppliers. An overall labor shortage, lack of skilled labor, increased turnover or labor inflation could have a material adverse impact on our operations, results of operations, liquidity or cash flows.

Our failure to comply with immigration laws could result in significant liabilities, harm our reputation with our customers and disrupt our operations.

Although we take steps to verify the employment eligibility status of our employees, some of our employees may, without our knowledge, be unauthorized workers. Unauthorized workers are subject to deportation and may subject us to fines or penalties and, if any of our workers are found to be unauthorized, we could experience adverse publicity that could make it more difficult to hire and retain qualified employees. Termination of a significant number of unauthorized employees may disrupt our operations and cause temporary increases in our labor costs as we train new employees. We could also become subject to fines, penalties and other costs related to claims that we did not fully comply with all recordkeeping obligations of federal and state immigration laws. If we fail to comply with these laws, our operations may be disrupted. In addition, many of our customer contracts specifically require compliance with immigration laws, and, in some cases, our customers’ audit compliance with these laws. Further, several of our customers require that we ensure that our subcontractors comply with these laws with respect to the workers that perform services for them. A failure to comply with these laws or to ensure compliance by our subcontractors could damage our reputation and may cause our

customers to cancel contracts with us or to not award future business to us. These factors could adversely affect our results of operations and financial position.

Federal, state and local employment-related laws and regulations could increase our cost of doing business and subject us to fines and lawsuits.

Our operations are subject to a variety of federal, state and local employment-related laws and regulations, including, but not limited to, the U.S. Fair Labor Standards Act, which governs such matters as minimum wages, the Family Medical Leave Act, overtime pay, compensable time, recordkeeping and other working conditions, Title VII of the Civil Rights Act, the Employee Retirement Income Security Act, the Americans with Disabilities Act, the National Labor Relations Act, regulations of the Equal Employment Opportunity Commission, regulations of the Office of Civil Rights, regulations of the Department of Labor, regulations of state attorneys general, federal and state wage and hour laws, and a variety of similar laws enacted by the federal and state governments that govern these and other employment-related matters. Compliance with these evolving federal, state and local laws and regulations could substantially increase our cost of doing business. In recent years, companies have been subject to lawsuits, including class action lawsuits, alleging violations of federal and state law regarding workplace and employment matters, overtime wage policies, discrimination and similar matters, some of which have resulted in the payment of meaningful damages by the defendants. Similar lawsuits may be threatened or instituted against us from time to time, and we may incur damages and expenses resulting from lawsuits of this type, which could have a material adverse effect on our business, financial condition or results of operations. We are currently subject to employee-related legal proceedings in the ordinary course of business. While we believe that we have adequate reserves for those losses that we believe are probable and can be reasonably estimated, the ultimate results of legal proceedings and claims cannot be predicted with certainty.

Our business depends on federal, state and local government spending for public infrastructure construction, and reductions in government funding could adversely affect our results of operations.

During the fiscal year ended December 31, 2025, we generated approximately 15.8% of our construction contract revenues from publicly funded projects and the sale of ready-mix concrete to public customers at the federal, state and local levels. As a result, if publicly funded construction decreases due to reduced federal, state or local funding or otherwise, our financial condition, results of operations and liquidity could be materially adversely affected. In November 2021, the IIJA was signed into law, which provided additional funding for highways, bridges and airports over a five-year period. The IIJA authorized approximately $1.2 trillion in federal spending for transportation and infrastructure projects across the United States. Of this, approximately $51 billion has been earmarked through 2026 for infrastructure development in Arkansas, Oklahoma, Texas and Louisiana. In addition, the Inflation Reduction Act passed in August 2022 has provided funding for a variety of infrastructure-related programs. Although these laws provide for funding for street, highway and other public works projects at historically high levels, the timing, nature and scale of the projects for which these funds under these programs or otherwise will be used remains uncertain given variations in the appropriation processes at the federal and state levels. As a result, we cannot be assured of the existence, timing or amount of future infrastructure funding. Federal infrastructure funding is also subject to uncertainties associated with congressional spending, including the potential impacts of budget deficits, government shutdowns and federal sequestration.

State and local governments fund their infrastructure spending from specially allocated amounts collected from various state and local taxes, respectively, typically fuel taxes and vehicle fees, as well as from voter-approved bond programs. Shortages in state and local tax revenues can reduce the amount spent or delay expenditures on state and local infrastructure projects, respectively. Many state and local governments have experienced state-level funding pressures caused by lower tax revenues and an inability to finance approved projects. Even if federal, state and local funding remains at historical levels, there is no guarantee that we will win bids for projects for which funding is allocated. Any reduction in federal, state or local government infrastructure funding in the areas in which we operate could have a material adverse effect on our results of operations.

Governmental regulations, including environmental regulations, may result in increases in our operating costs and capital expenditures and decreases in our earnings.

A wide range of federal, state and local laws, ordinances and regulations apply to our operations, including water usage; land usage; street and highway usage; noise levels; operating hours; and health, safety and environmental matters.

In many instances, we must have various certificates, permits, or licenses to conduct our business. Our failure to maintain required certificates, permits, or licenses or to comply with applicable governmental requirements could result in substantial fines or possible revocation of our authority to conduct some of our operations. Delays in obtaining approvals for the transfer or grant of certificates, permits or licenses, or failure to obtain new certificates, permits or licenses, could impede the implementation of any acquisitions.

Governmental requirements that impact our operations include those relating to air quality, solid and hazardous waste management and cleanup and water quality. These requirements are complex and subject to change. The Trump administration may enact and implement new laws and enhanced regulations that could adversely and materially affect us. Certain laws, such as the Comprehensive Environmental Response, Compensation and Liability Act, can impose strict liability in some cases without regard to negligence or fault, including for the conduct of or conditions caused by others, or for our acts that complied with all applicable requirements when we performed them. Our compliance with amended, new or more stringent requirements, stricter interpretations of existing requirements, or the future discovery of environmental conditions may require us to make unanticipated material expenditures. In addition, we may fail to identify, or obtain indemnification for, environmental liabilities of acquired businesses.

Climate change and related laws and regulations could adversely affect us. The potential impact of climate change on our operations and our customers remains uncertain. The primary risk that climate change poses to our business is the potential for increases in the volume, frequency and intensity of rainfall and tropical storms, which would impair our ability to perform our projects. Climate change could also lead to disruptions in our supply chain, thereby impairing our production capabilities, or the distribution of our products due to major storm events or prolonged adverse conditions, changing temperature levels or flooding from sea level changes. These changes could be severe and could negatively impact demand for our products and services. In addition, governmental initiatives to address climate change could, if adopted, restrict our operations, require us to make capital or other expenditures to comply with these initiatives, increase our costs, impact our ability to compete or negatively impact efforts to obtain permits, licenses and other approvals for existing and new facilities. Our inability to timely respond to the risks posed by climate change and the costs of compliance with climate change laws and regulations could have a material adverse impact on us.

Operating mixer trucks, particularly when loaded, exposes our drivers and others to traffic hazards. Our drivers are subject to the usual hazards associated with providing services on construction sites, while our plant personnel are subject to the hazards associated with moving and storing large quantities of heavy raw materials. Operating hazards can cause personal injury and loss of life, damage to or destruction of property, plant and equipment and environmental damage. Although we conduct training programs designed to reduce these risks, we cannot eliminate these risks. We maintain insurance coverage against certain workers’ compensation, automobile and general liability risks as part of our overall risk management strategy, and a portion of our contracts require us to maintain specific types and amounts of coverage. Under certain components of our insurance program, we share the risk of loss with our insurance underwriters by maintaining high deductibles subject to aggregate annual loss limitations. This insurance may not be adequate to cover all losses or liabilities we may incur in our operations, and we may not be able to maintain insurance of the types or at levels we deem

necessary or adequate, or at rates we consider reasonable. A partially or completely uninsured claim, if successful and of sufficient magnitude, could have a material adverse effect on us.

We maintain only a limited amount of insurance for natural disasters. A natural disaster or other serious disruption to our facilities due to earthquake, hurricane, fire, flood, severe weather or any other cause could substantially disrupt our operations. In addition, we could incur significantly higher costs during the time it takes us to reopen or replace one or more of our facilities, which may not be reimbursed by insurance.

The insurance policies we maintain are subject to varying levels of deductibles. Losses up to the deductible amounts are accrued based on our estimates of the ultimate liability for claims incurred and an estimate of claims incurred but not reported. If we were to experience insurance claims or costs above our estimates, our business, financial condition, results of operations, liquidity and cash flows might be materially and adversely affected.

Increasing insurance claims and expenses could lower our profitability and increase our business risk.

The nature of our business subjects us to product liability, property damage, business interruption, personal injury and workers’ compensation claims. Increased premiums charged by insurance carriers may further increase our expenses as coverage expires or otherwise cause us to raise our self-insured retention amounts. If the number or severity of claims within our self-insured retention increases, we could suffer losses in excess of our reserves. An unusually large liability claim or a string of claims may exceed our insurance coverage or result in direct damages if we were unable or elected not to insure against certain hazards because of high premiums or other reasons. In addition, the availability of, and our ability to collect on, insurance coverage may be subject to factors beyond our control. Further, allegations relating to workers’ compensation violations may result in investigations by insurance regulatory or other governmental authorities, which investigations, if any, could have a direct or indirect material adverse effect on our ability to pursue certain types of business which, in turn, could have a material adverse effect on our business, financial position, results of operations, liquidity and cash flows.

Financial and Liquidity Risks

Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations.

Our debt consists primarily of our borrowings under the Amended Credit Agreement, which provides for a fully drawn senior secured first lien Term Loan facility in the aggregate principal amount of $205 million and a $25 million Revolving Credit Facility. As of December 31, 2025, $194.3 million aggregate principal amount remained on the Term Loan and $21.5 million remained available on the Revolving Credit Facility. A significant portion of our cash flow is required to pay interest and principal on our outstanding indebtedness, and we may be unable to generate sufficient cash flow from operations, or have future borrowings available, to enable us to repay our indebtedness or to fund other liquidity needs. Among other consequences, this level of indebtedness could:

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require us to use a significant percentage of our cash flow from operations for debt service and the satisfaction of repayment obligations, and not for other purposes;

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limit our ability to borrow money or issue equity to fund our working capital, capital expenditures, acquisitions and debt service requirements;

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cause our interest expense to increase if there is a general increase in interest rates, because a portion of our indebtedness bears interest at floating rates;

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limit our flexibility in planning for or reacting to changes in our business and future business opportunities;

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cause us to be more highly leveraged than some of our competitors, which may place us at a competitive disadvantage;

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make us more vulnerable to a downturn in our business or the economy; and

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limit our ability to exploit business opportunities.

Volatility in the credit markets, including due to changes in interest rates in the United States, may further increase our interest payments. We have secured overnight financing rate (“SOFR”)-based floating rate borrowings under the Amended Credit Agreement which expose us to variability in interest payments due to changes in the reference interest rates. SOFR has a limited history as a reference rate, and changes in SOFR have, on occasion, been more volatile than changes in other benchmark or market rates. As a result, the amount of interest we may pay on our variable rate indebtedness is difficult to predict. Although the Amended Credit Agreement restricts our ability to incur additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and we could incur substantial additional indebtedness in compliance with these restrictions. This could reduce our ability to satisfy our current obligations and further exacerbate the risks to our financial condition described above.

The Amended Credit Agreement restricts our ability to engage in some business and financial transactions.

The Amended Credit Agreement contains a number of covenants that limit, subject to certain exceptions, our ability to incur additional indebtedness or guarantees, create liens on assets, change our or our subsidiaries’ fiscal year, accounting policies or reporting practices, enter into sale and leaseback transactions, enter into certain restrictive agreements, engage in mergers or consolidations, participate in partnerships and joint ventures, sell assets, incur additional liens, pay dividends or distributions and make other restricted payments, make investments, loans or advances, repay or amend the terms of subordinated indebtedness, prepay or amend the terms of certain other indebtedness in a manner adverse to the lenders or which would shorten the final maturity of such indebtedness, make acquisitions, enter into certain hedge transactions, amend material contracts, engage in certain transactions with affiliates, engage in new lines of business, or issue any new senior preferred equity unless we are in compliance on a pro forma basis with our financial covenants and our pro forma consolidated senior leverage ratio is less than 2.50 to 1.00. The Amended Credit Agreement also requires us to maintain a consolidated fixed charge coverage ratio and a consolidated senior leverage ratio, and the Amended Credit Agreement contains certain customary representations and warranties, affirmative covenants and events of default (including, among others, an event of default upon a change of control). If an event of default occurs, the lenders under the Amended Credit Agreement will be entitled to accelerate amounts due thereunder and take other actions permitted to be taken by a secured creditor. If our indebtedness is accelerated, we cannot be certain that we will have sufficient funds available to pay the accelerated indebtedness or that we will have the ability to refinance the accelerated indebtedness on terms favorable to us or at all.

Our ongoing ability to generate cash is important for funding our continuing operations, making acquisitions and servicing our indebtedness. To the extent that existing cash balances and cash flow from operations, together with borrowing capacity under our Revolving Credit Facility, are insufficient to make investments or acquisitions or provide needed working capital, we may require additional financing from other sources. Our ability to obtain such additional financing in the future will depend in part on prevailing market conditions, as well as conditions in our business and our operating results. Furthermore, if global economic, political or other market conditions adversely affect the financial institutions that provide credit to us, it is possible that our ability to draw upon our Revolving Credit Facility may be impacted. If adequate funds are not available, or are not available on acceptable terms, we may not be able to make certain investments, take advantage of acquisitions or other opportunities or respond to competitive challenges, each of which could have a material adverse impact on our financial position, results of operations, cash flows and liquidity.

Unfavorable developments affecting the banking and financial services industry could adversely affect our business, liquidity and financial condition and overall results of operations.

Actual events, concerns or speculation about disruption or instability in the banking and financial services industry, such as liquidity constraints, the failure of individual institutions, or the inability of individual institutions or the banking and financial service industry generally to meet their contractual obligations, could significantly impair our access to capital, delay access to deposits or other financial assets, or cause actual loss of funds subject to cash management arrangements. Similarly, these events, concerns or speculation could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all. Additionally, our customers, critical vendors and business partners also could be adversely affected by these risks as described above, which in turn could result in their committing a breach or default under their contractual agreements with us, their insolvency or bankruptcy, or other adverse effects. Any decline in available funding or access to our cash and liquidity resources, or non-compliance of banking and financial services counterparties with their contractual commitments to us could, among other risks, have material adverse impacts on our ability to meet our operating expenses and other financial needs, could result in breaches of our financial and/or contractual obligations and could have material adverse impacts on our business, financial condition and results of operations.

The unaudited pro forma financial information included elsewhere in this prospectus may not be indicative of our future operating results or financial performance.

The unaudited pro forma financial information included in this prospectus is presented for illustrative purposes only and has been prepared based on a number of assumptions. Accordingly, such pro forma financial information may not be indicative of our future operating results or financial performance, and our actual financial condition and results of operations may vary materially from the unaudited pro forma results of operations and balance sheet contained elsewhere in this prospectus, including as a result of such assumptions not being accurate. See “Unaudited Pro Forma Condensed Combined Financial Information.”

Risks Related to Ownership of our Class A Common Stock and Warrants

An active market for our Class A Common Stock may not continue to develop, which would adversely affect the liquidity and price of our securities.

Prior to the Business Combination, there was no public market for Class A Common Stock. We cannot predict the extent to which investor interest in us will lead to the development of a trading market on Nasdaq or otherwise, or how liquid that market might become. If an active market does not continue develop, stockholders may have difficulty selling any Class A Common Stock. An inactive market may also impair our ability to raise capital by selling our Class A Common Stock and may impair our ability to acquire or make investments in companies for which we may issue equity securities to pay for such acquisitions.

There can be no assurance that the shares of our Class A Common Stock will be able to comply with the continued listing rules of Nasdaq.

Our Class A Common Stock is listed on The Nasdaq Global Market. In order to maintain our listing, we are required to satisfy continued listing requirements. There can be no assurance we will continue satisfying such continued listing requirements, which include that the closing bid price of our Class A Common Stock be at least $1.00 per share, that we have at least 400 round lot holders and at least 750,000 publicly held shares, that the market value of our publicly held securities be at least $5 million, and that we meet one of these standards: stockholders’ equity of at least $10 million; market value of listed securities of at least $50 million; or total assets and total revenues of at least $50 million each in the latest fiscal year or in two of the last fiscal years.

If Nasdaq delists our securities from trading on its exchange and the Company is not able to list its securities on another national securities exchange, our securities could be quoted on an over-the-counter market. If this were to occur, the Company could face significant material adverse consequences, including:

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a limited availability of market quotations for our Class A Common Stock;

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reduced liquidity for our Class A Common Stock;

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a determination that our Class A Common Stock is a “penny stock” which will require brokers trading in our Class A Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Class A Common Stock;

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a decreased ability to issue additional Class A Common Stock or obtain additional financing in the future.

As a result of these factors, if our Class A Common Stock is delisted from Nasdaq, the value and liquidity of our Class A Common Stock would likely be significantly adversely affected. A delisting of our Class A Common Stock from Nasdaq could also result in a loss of confidence by investors, employees and/or business partners.

In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our Class A Common Stock to become listed again, stabilize the market price or improve the liquidity of our Class A Common Stock, prevent our Class A Common Stock from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with the listing requirements of Nasdaq.

The price of our Class A Common Stock may change significantly, and you could lose all or part of your investment as a result.

The trading price of our Class A Common Stock is volatile. The stock market recently has experienced extreme volatility. This volatility often has been unrelated or disproportionate to the operating performance of particular companies. Investors may not be able to resell their shares of our Class A Common Stock at an attractive price due to a number of factors, including, but not limited to, the following:

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results of operations that vary from the expectations of securities analysts and investors;

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results of operations that vary from those of our competitors;

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changes in expectations as to our future financial performance, including financial estimates and investment recommendations by securities analysts and investors;

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declines in the market prices of stocks generally;

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strategic actions by us or our competitors;

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announcements by us or our competitors of significant contracts, acquisitions, joint ventures, other strategic relationships or capital commitments;

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any significant change in our management;

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changes in general economic or market conditions or trends in our industry or markets;

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changes in business or regulatory conditions, including new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

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future sales of our Class A Common Stock or other securities;

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investor perceptions of the investment opportunity associated with our Class A Common Stock relative to other investment alternatives;

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the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC;

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litigation involving us, our industry, or both, or investigations by regulators into our Board, our operations or those of our competitors;

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guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance;

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the sustainability of an active trading market for our Class A Common Stock;

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actions by institutional or activist stockholders;

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changes in accounting standards, policies, guidelines, interpretations or principles; and

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other events or factors, including those resulting from pandemics, natural disasters, war, acts of terrorism or responses to these events.

These broad market and industry fluctuations may adversely affect the market price of our Class A Common Stock, regardless of our actual operating performance. In addition, price volatility may be greater if the public float and trading volume of our Class A Common Stock is low.

In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If we are involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business, regardless of the outcome of such litigation.

Pursuant to our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), each share of our Class B Common Stock has 10 votes per share, and each share of our Class A Common Stock has one vote per share. As of May 5, 2026, the outstanding Class B Common Stock represented approximately 82.6% of the total voting power of our outstanding Common Stock. The shares of our Class B Common Stock are owned primarily by Dothan Concrete Investors, LLC (“Dothan Concrete”) and Dothan Independent, which are vehicles controlled by the SunTx Group. Because of the 10-to-one voting ratio between our Class B Common Stock and our Class A Common Stock, the holders of our Class B Common Stock collectively control a majority of the combined voting power of our Common Stock and therefore control the outcome of all matters submitted to our stockholders. This concentrated control limits and precludes the ability of holders of shares of our Class A Common Stock to influence corporate matters. Transfers of shares of our Class B Common Stock will generally result in those shares converting into shares of Class A Common Stock, with limited exceptions. The conversion of shares of our Class B Common Stock into Class A Common Stock has the effect, over time, of increasing the relative voting power of each remaining share of Class B Common Stock.

Future sales, or the perception of future sales, of our Class A Common Stock by us or our stockholders in the public market could cause the market price for our Class A Common Stock to decline.

As of May 5, 2026, the Class A Common Stock being offered for resale in this prospectus represented approximately 70.1% of our total outstanding Class A Common Stock on a fully diluted basis (assuming the issuance of the maximum number of shares of Class A Common Stock underlying our outstanding Class B Common Stock, Series A Preferred Stock, Warrants, Pre-Funded Warrants and Holdco Rollover Securities, but excluding the issuance of any additional shares of Class A Common Stock issuable in connection with future earnout payments by us). After the registration statement of which this prospectus is a part is effective, and until such time that it is no longer effective or all of the Offered Securities are sold, the registration statement will permit the resale of the Offered Securities. The resale, or expected or potential resale, of a substantial number of our Class A Common Stock in the public market could adversely affect the market price for our Class A Common Stock and make it more difficult for investors to sell their Class A Common Stock at times and prices

that such investors feel are appropriate. Furthermore, we expect that, because there will be a large number of shares registered pursuant to the registration statement of which this prospectus forms a part, the Selling Holders will continue to offer the Offered Securities for a significant period of time, the precise duration of which cannot be predicted. Accordingly, the adverse market and price pressures resulting from the offering of the Offered Securities may continue for an extended period of time.

As restrictions on resale end and the registration statement of which this prospectus forms a part is available for use, the market price of our Class A Common Stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. Further, sales of our Class A Common Stock upon expected expiration of resale restrictions could encourage short sales by market participants. Generally, short selling means selling a security, contract or commodity not owned by the seller. The seller is committed to eventually purchase the financial instrument previously sold. Short sales are used to capitalize on an expected decline in the security’s price. As such, short sales of our Class A Common Stock could have a tendency to depress the price of our Class A Common Stock, which could further increase the potential for short sales.

In addition, shares of our Common Stock are reserved for future issuance under the 2026 Plan and will become eligible for sale in the public market once those shares are issued, subject to any applicable vesting requirements, lock-up agreements and other restrictions imposed by law. We expect to file one or more registration statements on Form S-8 under the Securities Act to register shares of our Common Stock or securities convertible into or exchangeable for shares of our Common Stock issued pursuant to the 2026 Plan. Any such registration statements on Form S-8 will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market.

In addition, registration rights we may grant in the future, including in the ordinary course of our business, may further depress market prices if these registration rights are exercised or shares of our Class A Common Stock are sold under resale registration statements. The presence of additional shares trading in the public market may also adversely affect the market price of our Class A Common Stock.

As part of our acquisition business strategy, we have in the past and may in the future acquire businesses and issue equity securities to pay for any such acquisition. We may also raise capital through equity financing in the future. Any such issuances of additional capital stock may cause stockholders to experience significant dilution in their percentage of ownership of our stock and cause the per share value of our Class A Common Stock to decline.

Furthermore, while certain of the Selling Holders may experience a positive rate of return based on the current trading price of our Class A Common Stock, public stockholders may not experience a similar rate of return on the securities purchased in the open market due to potential differences in the purchase prices paid by public stockholders for shares of Class A Common Stock bought in the open market and the Selling Holders in transactions in which they purchased or received their Offered Securities and the current trading price of our Class A Common Stock.

The SunTx Group controls the Company, and their interests may conflict with the interests of the Company or yours in the future.

As of May 5, 2026, Dothan Concrete and Dothan Independent, which are vehicles controlled by SunTx, and Ned N. Fleming III, our Executive Chairman (collectively, the “SunTx Group”), beneficially owned approximately 0.8% of the outstanding shares of Class A Common Stock and 98.8% of the outstanding Class B Common Stock, representing approximately 82.6% of the combined voting power of our Common Stock. Each share of our Class B Common Stock has 10 votes per share, and each share of our Class A Common Stock has one vote per share. Therefore, the SunTx Group has the ability to elect all of the members of our Board and

thereby control our policies and operations, including the appointment of management, future issuances of Class A Common Stock or other securities, the payment of dividends, if any, on the Class A Common Stock, our ability to incur or issue debt, amendments to our Certificate of Incorporation or our Amended and Restated By-Laws (the “Bylaws,” and together with the Certificate of Incorporation, our “Organizational Documents”) and entry into extraordinary transactions. This concentration of voting control could deprive investors of an opportunity to receive a premium for their shares of Class A Common Stock as part of a sale of the Company and ultimately might affect the market price of our Class A Common Stock.

In addition, the Company has engaged in related party transactions involving the SunTx Group and certain companies controlled by its members. As a result, the interests of the SunTx Group may not in all cases be aligned with your interests. In addition, the SunTx Group may have an interest in pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investment, even though such transactions might involve risks to you. For example, the SunTx Group could cause us to make acquisitions that increase our indebtedness or cause us to sell revenue-generating assets. SunTx is in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with ours. The Organizational Documents provide that SunTx, any of its affiliates or any director who is not employed by the Company or his or her affiliates do not have a duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we operate. The SunTx Group also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us.

So long as the SunTx Group beneficially owns enough shares of our Class B Common Stock, the SunTx Group will continue to effectively control our decisions, even if the number of shares of outstanding Class B Common Stock is limited in proportion to the total number of shares of Common Stock outstanding. Pursuant to the Organizational Documents, shares of our Class B Common Stock may be transferred to an unrelated third party if SunTx consents to such transfer.

If securities or industry analysts do not publish research or reports about our business, if they change their recommendations regarding our Class A Common Stock or if our operating results do not meet their expectations, the price and trading volume of our Class A Common Stock could decline.

The trading market for our Class A Common Stock depends in part on the research and reports that securities or industry analysts publish about us or our business. If no securities or industry analysts commence coverage of us, the trading price for our Class A Common Stock could be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover us downgrade our securities or publish unfavorable research about our businesses, or if our operating results do not meet analyst expectations, the trading price of our Class A Common Stock would likely decline. If one or more of these analysts cease coverage of us or fails to publish reports on us regularly, demand for our Class A Common Stock could decrease, which might cause our Class A Common Stock price and trading volume to decline.

We may issue preferred stock with terms that could adversely affect the voting power or value of our Class A Common Stock.

Our Certificate of Incorporation authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over our Class A Common Stock with respect to dividends and distributions, as our Board may determine. The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of our Class A Common Stock. For example, we might grant holders of preferred stock the right to elect some number of our directors in all events or upon the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of preferred stock could affect the residual value of our Class A Common Stock.

We are currently an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information they may deem important. We cannot predict whether investors will find our securities less attractive because we rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company that is either not an emerging growth company or is an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Provisions in our Organizational Documents and Delaware corporate law make it more difficult to effect a change in control, which could adversely affect the price of our Class A Common Stock.

Certain provisions in our Organizational Documents and Delaware corporate law could delay or prevent a change in control, even if that change would be beneficial to our stockholders. The Organizational Documents contain provisions that may make acquiring control of us difficult, including:

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a dual class common stock structure, which provides the SunTx Group and the other holders of our Class B Common Stock with the ability to control the outcome of matters requiring stockholder approval, so long as they continue to beneficially own a sufficient number of shares of our Class B Common Stock, even if they own significantly less than 50% of the total number of shares of our outstanding Common Stock;

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a classified Board with three-year staggered terms;

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provisions regulating the ability of our stockholders to nominate directors for election or to bring matters for action at our annual meetings of stockholders;

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limitations on the ability of our stockholders to call a special meeting;

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limitations on the ability of our stockholders to act by written consent to become effective once no shares of our Class B Common Stock remain outstanding;

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the ability of our Board to adopt, amend or repeal bylaws, and the requirements that, while shares of our Class B Common Stock remain outstanding, the affirmative vote of holders of a majority in voting

power of all the outstanding shares of capital stock be obtained for stockholders to amend our Bylaws, and, once no shares of our Class B Common Stock remain outstanding, the affirmative vote of holders representing at least 66 2∕3% of the voting power of all outstanding shares of capital stock be obtained for stockholders to amend our Bylaws;

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the requirement that the affirmative vote of holders representing at least 66 2∕3% of the voting power of all outstanding shares of capital stock be obtained to remove directors or amend our Certificate of Incorporation, to become effective once no shares of our Class B Common Stock remain outstanding; and

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the authority of our Board to issue and set the terms of preferred stock without the approval of our stockholders.

These provisions also could discourage proxy contests and make it more difficult for stockholders to elect directors and take other corporate actions. As a result, these provisions could make it more difficult for a third party to acquire us, even if doing so would benefit our stockholders, which may limit the price that investors are willing to pay for shares of our Class A Common Stock.

The Certificate of Incorporation provides that, subject to limited exceptions, state courts within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) will be the sole and exclusive forum for any: (i) derivative action or proceeding brought on our behalf; (ii) action asserting a claim of breach of fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders; (iii) action asserting a claim against us arising pursuant to any provision of the Delaware General Corporation Law; or (iv) action asserting a claim against us that is governed by the internal affairs doctrine, and that if any action specified above is filed in a court other than a court located within the State of Delaware (each is referred to herein as a foreign action), the claiming party will be deemed to have consented to (a) the personal jurisdiction of state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce the exclusive forum provision described above and (b) having service of process made upon such claiming party by service upon such claiming party’s counsel in the foreign action as agent for such claiming party. In addition, our Certificate of Incorporation provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States will be, to the fullest extent permitted by law, the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. These provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and employees. Alternatively, if a court were to find these provisions inapplicable to, or unenforceable in respect of, one or more covered proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.

The SunTx Group controls a majority of the voting power of our Common Stock. Therefore, we are a “controlled company” under Nasdaq listing rules. As a controlled company, we are not required to comply with certain provisions requiring that (i) a majority of our directors be independent, (ii) the compensation of our executives be determined by independent directors or (iii) nominees for election to our Board be selected by independent directors. Because we intend to continue to take advantage of these exemptions, our stockholders

may not have the protections that these rules are intended to provide. Our status as a controlled company could cause our Class A Common Stock to be less attractive to certain investors or otherwise reduce the trading price of our Class A Common Stock.

We do not intend to pay cash dividends on our Class A Common Stock in the foreseeable future, and therefore only appreciation, if any, of the price of our Class A Common Stock will provide a return to our stockholders.

We do not intend to pay cash dividends on our Class A Common Stock in the foreseeable future. Any future determination as to the declaration and payment of cash dividends will be at the discretion of our Board and will depend upon our financial condition, results of operations, contractual restrictions, capital requirements, business prospects and other factors deemed relevant by our Board. As a result, only appreciation of the price of our Class A Common Stock, which may not occur, will provide a return to our stockholders.

A substantial number of shares of our securities are restricted securities and, as a result, there may be limited liquidity for our Class A Common Stock.

A substantial portion of our outstanding shares of Class A Common Stock currently constitute restricted securities and “control” securities for purposes of Rule 144 of the Securities Act or are otherwise subject to a contractual lockup. As a result, there may initially be limited liquidity in the trading market for our Class A Common Stock until these shares are sold pursuant to an effective registration statement under the Securities Act or the shares become available for resale without volume limitations or other restrictions under Rule 144 and are otherwise no longer subject to a lockup agreement. Even once these are no longer restricted or a registration statement for such shares has become effective, the liquidity for our Class A Common Stock may remain limited given the substantial holdings of such stockholders, which could make the price of our Class A Common Stock more volatile and may make it more difficult for investors to buy or sell large amounts of our Class A Common Stock.

Certain securityholders in the Company, including certain of the Selling Holders, acquired Class A Common Stock and the Warrants at prices below the current trading price of such securities and may experience a positive rate of return based on the current trading price. On May 7, 2026, the closing price of our Common Stock was $15.40 per share.

Given the relatively lower purchase prices that many of our Selling Holders paid to acquire their shares of Class A Common Stock or Warrants compared to their current trading prices, these Selling Holders in some instances may earn a significant positive rate of return on their investment depending on the market price of our Class A Common Stock at the time that such Selling Holders choose to sell their securities. The Selling Holders purchased, or were given as consideration, as applicable, the securities offered for resale at effective purchase prices ranging from significantly below to above current trading prices, as set forth in further detail in the section titled “Purchase Price Paid By the Selling Holders.” Investors who purchase our Class A Common Stock on Nasdaq following our Business Combination may not experience a similar rate of return on the securities they purchased due to differences in the purchase prices and the current trading price.

USE OF PROCEEDS

All of the Offered Securities offered by the Selling Holders pursuant to this prospectus will be sold by the Selling Holders for their respective accounts. We will not receive any of the proceeds from these sales.

We will receive proceeds from the exercise of the Warrants to the extent they are exercised for cash, if any. Assuming the exercise of all of the Warrants being offered pursuant to this prospectus for cash at the $11.50 exercise price per share, we would receive an aggregate of approximately $5.4 million before expenses. However, we will not receive any proceeds from the sale of the shares of Class A Common Stock issuable upon the exercise of the Warrants. We have broad discretion over the use of any proceeds from the exercise of the Warrants, which we anticipate will be used for general corporate purposes.

There is no assurance that the holders of the Warrants will elect to exercise for cash any or all of such Warrants, especially when the trading price of our Class A Common Stock is less than the $11.50 exercise price per share of such Warrants. We believe the likelihood that warrantholders will exercise their respective Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of our Class A Common Stock. If the trading price for our Class A Common Stock is less than the $11.50 exercise price per share of a Warrant, we expect that a warrantholder would not exercise their Warrants. To the extent that any Warrants are exercised on a “cashless basis” under certain conditions, we would not receive any proceeds from the exercise of such Warrants.

As of the date of this prospectus, we have neither included nor intend to include any potential cash proceeds from the exercise of our Warrants in our short-term or long-term liquidity sources or capital resource planning. We do not expect to rely on the cash exercise of Warrants to fund our operations. Instead, we intend to seek additional funds, primarily through the issuance of debt or equity securities for cash to operate our business, including through the business development activities discussed above to continue to support our operations. Therefore, the availability or unavailability of any proceeds from the exercise of our Warrants is not expected to affect our ability to fund our operations. We will continue to evaluate the probability of Warrant exercise over the life of our Warrants and the merit of including potential cash proceeds from the exercise thereof in our liquidity sources and capital resources planning.

The Selling Holders will pay any brokerage fees or commissions and expenses incurred by them for brokerage, accounting, tax or legal services or any other expenses incurred in selling the Offered Securities. We will bear the costs, fees and expenses incurred in effecting the registration of the securities covered by this prospectus, including all registration and filing fees, Nasdaq listing fees and fees and expenses of our counsel and our independent registered public accounting firm.

MARKET INFORMATION FOR COMMON STOCK AND DIVIDEND POLICY

Market Information

Our Class A Common Stock is listed on Nasdaq under the symbols “RMIX.” Our Class A Common Stock began public trading on April 9, 2026. As of May 5, 2026, there were 59 holders of record of our Class A Common Stock, which does not include holders whose shares are held in nominee or “street name” accounts through banks, brokers or other financial institutions.

Dividend Policy

We have not declared or paid any dividends on our Class A Common Stock. We currently do not anticipate paying cash dividends on our Class A Common Stock for the foreseeable future. Any decision to declare and pay dividends on our Class A Common Stock in the future will be made at the sole discretion of our Board and will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions, including those under any current or future debt instruments, and other factors that our Board may deem relevant.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Previously Completed Business Combination

On October 9, 2025, Haymaker Acquisition Corp. 4, a Cayman Islands exempted company (“Haymaker” or “SPAC”), Haymaker Merger Sub I, Inc. (“Merger Sub I”), Haymaker Merger Sub II, LLC (“Merger Sub II”), Suncrete, Inc. (“PubCo or Suncrete”) and Concrete Partners Holding, LLC (“CPH” or “Company”) entered into a business combination agreement (the “Business Combination Agreement”) pursuant to which (1) at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”) and following the Domestication (as defined below), Haymaker merged with Merger Sub I, a wholly-owned subsidiary of PubCo (the “Initial Merger”), with Haymaker surviving the Initial Merger as a wholly owned subsidiary of Suncrete (the time at which the Initial Merger became effective, the “Initial Merger Effective Time”) and immediately after, CPH merged into Merger Sub II, a wholly-owned subsidiary of PubCo (the “Acquisition Merger,” together with the Initial Mergers, the “Mergers,” and the time at which the Acquisition Merger became effective, the “Acquisition Merger Effective Time”) resulting in a combined company whereby Haymaker and CPH are wholly-owned subsidiaries of Suncrete, as more fully described in the this prospectus; (2) Haymaker domesticated (the “Domestication”) as a Delaware corporation in accordance with the General Corporation Law of the State of Delaware, the Companies Act (As Revised) of the Cayman Islands and the amended and restated memorandum and articles of association of Haymaker (as amended from time to time); and (3) the other transactions contemplated by the Business Combination Agreement and documents related thereto were consummated (collectively, with the Mergers, the Domestication and all other transactions contemplated by the Business Combination Agreement, the “Business Combination”).

On April 8, 2026, as contemplated by the Business Combination Agreement, Haymaker filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, pursuant to which Haymaker was domesticated and continued as a Delaware corporation.

Subject to and in accordance with the terms and conditions of the Business Combination Agreement, Initial Merger and Acquisition Merger:

At the Initial Merger Effective Time:

PubCo filed an Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware, which was adopted as the certificate of incorporation of PubCo until thereafter amended as provided by the DGCL and such certificate of incorporation;

PubCo adopted Amended and Restated Bylaws as the bylaws of PubCo until thereafter amended as provided by the DGCL, the Amended and Restated Certificate of Incorporation and such bylaws;

The certificate of incorporation and bylaws of Merger Sub I, as in effect immediately prior to the Initial Merger Effective Time, became the certificate of incorporation and bylaws for the SPAC until thereafter amended in accordance with their terms and applicable provisions of the DGCL;

Each issued and outstanding share of common stock of Merger Sub I was redeemed for par value;

Each issued and outstanding share of Class A common stock of Haymaker was canceled and converted into one share of Class A common stock, par value $0.0001 per share of PubCo (“Class A Common Stock”);

Each issued and outstanding Class B common stock of Haymaker was canceled and converted into one share of Class B common stock, par value $0.0001 per share of PubCo (“Class B Common Stock”);

Each outstanding and unexercised issued and outstanding public warrants to purchase Class A common stock of Haymaker (“SPAC Warrant”), was automatically assumed and converted into a warrant to acquire one share of Class A Common Stock, subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding former SPAC Warrant immediately prior to the Initial Merger Effective Time; and

Each issued and outstanding SPAC Unit was detached into one share of Class A Common Stock and one-half of one SPAC Warrant.

At the Acquisition Merger Effective Time:

The certificate of formation and limited liability company agreement of Merger Sub II, as in effect immediately prior to the Acquisition Merger Effective Time, in materially the same form, became the certificate of formation and limited liability company agreement of the Surviving Subsidiary Company until thereafter amended in accordance with their terms and the applicable provision of the DLLCA;

Each issued and outstanding Company Common Unit was cancelled and converted into the right to receive, in the aggregate, that number of fully paid and non-assessable shares of Class B Common Stock and/or Class A Common Stock equal to the Company Common Unit Exchange Ratio (as defined in the Business Combination Agreement);

Each issued and outstanding Preferred Unit of CPH was cancelled and converted into the right to receive, in the aggregate, that number of fully paid and non-assessable shares of Class B Common Stock and/or Class A Common Stock equal to the Company Preferred Unit Exchange Ratio (as defined in the Business Combination Agreement);

Each issued and outstanding Incentive Unit of CPH was automatically cancelled and ceased to exist in exchange for a right to receive a number of restricted Class A Common Stock equal to the Company Incentive Unit Share Consideration (as defined in the Business Combination Agreement) with respect to such Company Incentive Unit;

Each Unit of CPH held in treasury was cancelled without any conversion and no payment or distribution made;

Each issued and outstanding share of Class B Common Stock was converted into and exchanged, on a one-for-one basis, into one share of Class A Common Stock (subject to certain exceptions as described in this prospectus);

Each issued and outstanding Unit of Merger Sub II was converted into and exchanged for one validly issued, fully paid and non-assessable Unit of CPH; and

Subject to receipt of necessary waivers, approvals, consents or authorizations and the satisfaction of certain contractual requirements, PubCo issued 2,500,000 shares of Class B Common Stock to Dothan Independent GP, LP (“Dothan Independent”).

Haymaker entered into subscription agreements (the “PIPE Subscription Agreements”) with certain institutional investors (collectively, the “PIPE Investors”), pursuant to which, among other things, Haymaker agreed to (i) issue and sell, in private placements to close immediately prior to or substantially concurrently with the Closing, an aggregate of 14,853,582 shares of Class A Common Stock, par value $0.0001 per share, for a purchase price of $10.00 per share and (ii) 2,525,094 pre-funded common stock purchase warrants, each to purchase one share of Class A Common Stock (the “Pre-Funded Warrants”) at a per share exercise price equal to $0.0001, at a purchase price per Pre-Funded Warrant equal to the Purchase Price less the Exercise Price. Concurrently with the Closing, Suncrete received an aggregate amount of $167.1 million from the PIPE Investors.

Suncrete previously entered into a Securities Exchange Agreement (the “Exchange Agreement”) with holders of the its Senior Preferred Units (the “Senior Preferred Units”), pursuant to which Suncrete agreed to issue an aggregate of 26,000 shares of Series A Convertible Perpetual Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), to such Senior Preferred Unit holders in exchange for their Senior Preferred Units (the “Exchange”). On April 8, 2026, the Exchange occurred immediately prior to the closing of the Acquisition Merger, and Suncrete issued 26,000 shares of Series A Preferred Stock to the Senior Preferred Unit holders, following the acceptance by the Secretary of State of the State of Delaware of the Certificate of Designation for the Series A Convertible Perpetual Preferred Stock.

Immediately prior to the Domestication, on April 8, 2026, Haymaker redeemed all of its issued and outstanding public warrants to purchase Class A Ordinary Shares of Haymaker, par value $0.0001 per share (“SPAC Class A Ordinary Shares” and such warrants, the “SPAC Public Warrants”), in exchange for (i) $2.25 in cash and (ii) 0.075 SPAC Class A Ordinary Shares per SPAC Public Warrant (the “Warrant Redemption”).

On April 6, 2026, Haymaker and Suncrete entered into a forward purchase agreement (the “Forward Purchase Agreement”) with each of Harraden Circle Investors, LP (“HCI”), Harraden Circle Special Opportunities, LP (“HCSO”), Harraden Circle Strategic Investments, LP (“HCSI”) and Harraden Circle Concentrated, LP (“HCC”) (with HCI, HCSO, HCSI, HCC, collectively as “Forward Purchase Agreement Seller”) for a prepaid share forward transaction. Pursuant to the terms of the Forward Purchase Agreement, the Forward Purchase Agreement Seller has agreed to purchase up to 5,000,000 Shares (as defined in the Forward Purchase Agreement) in accordance with the terms and conditions therein. The Forward Purchase Agreement provides that the Forward Purchase Agreement Seller will be prepaid an aggregate cash amount (the “Prepayment Amount”) equal to the (i) number of Shares, multiplied by (ii) the per-share redemption price at the closing of the Business Combination (the “Initial Price”). The Forward Purchase Agreement Seller was paid the Prepayment Amount directly from Haymaker’s trust account. From time to time and on any business day on which Nasdaq and commercial banks in the City of New York are open for business (an “Exchange Business Day”), following the closing of the Business Combination (any such date, an “OET Date”), and subject to the terms and conditions therein, the Forward Purchase Agreement Seller shall terminate the Transaction in whole or in part with respect to any number of Shares that are sold by Forward Purchase Agreement Seller on such OET Date by giving notice of such termination and the specified number of Shares (such quantity, the “Terminated Shares”). As of each OET Date, Suncrete will be entitled to from the Forward Purchase Agreement Seller, and the Forward Purchase Agreement Seller shall pay to Suncrete an amount equal to (a) the Initial Price multiplied by (b) the Terminated Shares. The Forward Purchase Agreement maturity date will be the earlier of (a) 6 months after the closing of the Business Combination, or (b) ten Exchange Business Days following the date upon which Suncrete, in its sole discretion, delivers written notice to Forward Purchase Agreement Seller that Suncrete is accelerating the maturity date; provided that such notice will not be effective until three months after the closing of the Business Combination. In addition, Suncrete has the right, in its sole discretion, to extend the maturity up to two times by three months each time by delivering written notice to Forward Purchase Agreement Seller at least ten Exchange Business Days in advance of the then-scheduled maturity date. At maturity, in exchange for the return of the number of remaining Shares under the Forward Purchase Agreement, the Forward Purchase Agreement Seller shall retain an amount equal to (i) the number of Shares multiplied by (ii) the Initial Price. The Forward Purchase Agreement Seller also agreed to waive any redemption rights with respect to the Shares during the term of the Forward Purchase Agreement.

The Business Combination was accounted for as a reverse recapitalization under GAAP. Under this method of accounting, Haymaker was treated as the “acquired” company for accounting purposes. Accordingly, for accounting purposes, the financial statements of the post-combination company represent a continuation of the financial statements of CPH with the Business Combination treated as the equivalent of CPH issuing stock for the net assets of Haymaker, accompanied by a recapitalization. The net assets of Haymaker were stated at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be presented as those of CPH in future reports of PubCo.

CPH has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

•

CPH members comprising a relative majority of the voting power of PubCo and having the ability to nominate six of the eight members of the board of directors of PubCo;

•

CPH’s operations prior to the acquisition comprising the only ongoing operations of PubCo; and

•

CPH’s senior management comprising a majority of the senior management of PubCo.

Previously Completed 2025 Acquisition – Thunder Acquisition

On October 17, 2025 Eagle Redi-Mix Concrete, LLC (“Eagle”), a subsidiary of CPH, entered into the Equity and Asset Purchase and Contribution Agreement (the “Schwarz Purchase Agreement”) with SRM, Inc. dba Schwarz Ready Mix, SRM Leasing, LLC, an Oklahoma limited liability company (“Schwarz Leasing”), Schwarz Sand, LLC an Oklahoma limited liability company (“Schwarz Sand,” and together with Schwarz Ready Mix and Schwarz Leasing, the “Schwarz Entities”), the equity holders of Schwarz Ready Mix and Schwarz Leasing (collectively, the “Owners”), the equity holders of Schwarz Sand (collectively, the “Schwarz Sand Sellers”), certain other transaction beneficiaries, and Schwarz Ready Mix, in its capacity as a representative of the selling parties (the transaction, the “Thunder Acquisition”).

Pursuant to the Schwarz Purchase Agreement, Eagle acquired substantially all of the assets of Schwarz Ready Mix and Schwarz Leasing and all of the issued and outstanding equity interests of Schwarz Sand for an aggregate purchase price of $115.6 million, consisting of (i) $72.9 million paid in cash at closing, minus the estimated closing indebtedness, the estimated transaction expenses, the adjustment escrow amount and the indemnity escrow amount as further described in the Schwarz Purchase Agreement, (ii) $22.7 million to be paid in cash on June 30, 2026 and (iii) 20,000,000 shares of Preferred Units of the CPH issued to the Schwarz Sand Sellers in exchange for the contributed units of Schwarz Sand, with such amount being subject to certain customary post-Closing purchase price adjustments as further described in the Schwarz Purchase Agreement.

The Thunder Acquisition was accounted for as a business combination in accordance with ASC 805. The assets acquired and liabilities assumed were recorded at their respective fair values as of October 17, 2025. Any transaction costs were expensed as incurred in accordance with ASC 805, Business Combinations (“ASC 805”). The unaudited pro forma condensed combined financial information presented herein for CPH reflects the transaction accounting adjustments to CPH’s historical financial information in order to account for the Thunder Acquisition and include the assumption of liabilities as set forth in the Schwarz Purchase Agreement.

Hope Concrete Acquisition

On April 28, 2026 (“Hope Concrete Closing Date”), two subsidiaries of Suncrete, Concrete Partners, LLC, a Delaware limited liability company and Suncrete Intermediate, Inc. (“Suncrete Intermediate”), a Delaware corporation and newly formed subsidiary of Suncrete, entered into a Membership Interest Purchase Agreement (the “Hope Concrete MIPA”) and related agreements with the owners of Hope Concrete, LLC, a Texas limited liability company (“Hope Concrete”), to acquire 100% of the ownership interests of Hope Concrete and its subsidiaries, Lafayette Concrete Division LLC, a Louisiana limited liability company, and Baton Rouge Concrete Division LLC, a Louisiana limited liability company. The owners of Hope Concrete who are also parties to the Hope Concrete MIPA, were Hope Concrete Intermediate Holdings, LLC, a Delaware limited liability company (“Hope Intermediate”), Michael Mikytuck, Christine Wienberg, and Foley Bros., LLC, a Texas limited liability company (“Foley,” and collectively, with Hope Intermediate, Mr. Mikytuck and Ms. Wienberg, the “Hope Concrete Sellers”), and Hope Intermediate in its capacity as representative of the Hope Concrete Sellers (the transaction, the “Hope Concrete Acquisition”).

After giving effect to the transactions contemplated by the Hope Concrete MIPA, the aggregate consideration consisted of (i) 220,007 shares (the “Mikytuck Rollover Securities”) of Class A Common Stock issued to Mr. Mikytuck, (ii) 69,511 shares of Class B common stock, par value $0.0001 per share, of Suncrete Intermediate issued to Foley (the “Suncrete Intermediate Rollover Securities”) and (iii) a closing cash payment of $67.4 million, consisting of $39.3 million paid to the Hope Concrete Sellers, $27.4 million paid to satisfy the debt obligations of Hope Concrete and closing adjustments of $0.7 million.

The Suncrete Intermediate Rollover Securities issued by Suncrete Intermediate are nonvoting, have no dividend or liquidation rights and are exchangeable for an aggregate of 695,110 shares of Class A Common Stock of Suncrete on the terms and subject to the conditions set forth in an Exchange Agreement, dated April 28, 2026, by and among Suncrete, Suncrete Intermediate and Foley.

The Hope Concrete Acquisition was preliminarily determined to be a business combination for purposes of these unaudited pro forma condensed combined financial statements. Suncrete is the accounting acquirer, as it obtained control of Hope Concrete. The assets acquired and liabilities assumed will be recorded at their respective fair values as of the Hope Concrete Closing Date. Any transaction costs will be expensed in accordance with ASC 805. The unaudited pro forma condensed combined financial statements presented herein have been prepared to reflect the transaction accounting adjustments to Suncrete’s unaudited pro forma condensed combined financial information in order to account for the Hope Concrete Acquisition and include the assumption of liabilities as set forth in the Hope Concrete MIPA.

Nelson Bros. Acquisition

On May 6, 2026 (“Nelson Bros. Closing Date”), Suncrete, through its newly acquired subsidiary, Hope Concrete, executed a MIPA (“Nelson Bros. MIPA”) with (i) Randell R. Owens, an individual resident of the State of Texas, (ii) Ronda A. Owens, an individual resident of the State of Texas, (iii) JAO, LLC, a Texas limited liability company (“JAO, LLC”), and (iv) Owens Regional Investments, LLC, a Texas limited liability company (collectively, the “Nelson Bros. Sellers”); and Jacob Owens, an individual resident of the State of Texas, in his capacity as representative of the Nelson Bros. Sellers (the transaction, the “Nelson Bros. Acquisition”).

Pursuant to the Nelson Bros. MIPA, Hope Concrete, a newly acquired subsidiary of Suncrete, acquired all of the outstanding equity interests of Nelson Bros. Ready Mix, LTD (“Nelson Bros.”). After giving effect to the transactions contemplated by the Nelson Bros. MIPA, the aggregate consideration consisted of (i) 1,296,456 shares of Class A Common Stock, (ii) a closing cash payment of $45.0 million, consisting of $7.4 million paid to the Nelson Bros. Sellers, $33.0 million paid to satisfy the debt obligations of Nelson Bros. and closing adjustments of $4.6 million, and (iii) deferred consideration of $18.0 million (“Earnout Amount”). In addition, Nelson Bros. Materials, LLC (“Nelson Materials”), an affiliate of the Nelson Bros. Sellers, entered into a Sand Supply Agreement contemporaneously with the Nelson Bros. Closing Date, whereby Nelson Materials agreed to provide a $9.0 million credit for future purchases of sand for use by Suncrete.

The Nelson Bros. Sellers are eligible to receive the Earnout Amount provided the trailing twelve-month (“TTM”) Materials Spread is greater than $47.5 million during any period beginning on the first full calendar quarter ending after the Nelson Bros. Closing Date and ending on the fifth anniversary. The Material Spread is defined in the Nelson Bros. MIPA as Concrete Revenue (as defined therein) less Landed Material Costs (as defined therein).

The Nelson Bros. Acquisition was preliminarily determined to be a business combination for purposes of these unaudited pro forma condensed combined financial statements. Suncrete is the accounting acquirer, as it obtained control of Nelson Bros. The assets acquired and liabilities assumed will be recorded at their respective fair values as of the Nelson Bros. Closing Date. Any transaction costs will be expensed in accordance with ASC 805. The unaudited pro forma condensed combined financial statements presented herein have been prepared to

reflect the transaction accounting adjustments to Suncrete’s unaudited pro forma condensed combined financial information in order to account for the Nelson Bros. Acquisition and include the assumption of liabilities as set forth in the Nelson Bros. MIPA.

Unaudited Pro Forma Condensed Combined Financial Statements

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures and Acquired and Disposed Businesses” to depict the accounting for the transactions described herein (“Transaction Accounting Adjustments”) and do not present any synergies expected to occur as a result of the Business Combination, the Thunder Acquisition, the Hope Concrete Acquisition or the Nelson Bros. Acquisition.

The unaudited pro forma condensed combined financial information presented herein for Suncrete reflects the combination of financial information of Haymaker and CPH, adjusted to give effect to the Business Combination and related transactions, including the Thunder Acquisition and is denoted in the accompanying unaudited pro forma condensed combined financial information as “Suncrete Pro Forma”.

The unaudited pro forma condensed combined balance sheet as of December 31, 2025, gives effect to the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition and the Nelson Bros. Acquisition as if they had occurred on December 31, 2025. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 give effect to the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition and the Nelson Bros. Acquisition as if they had occurred on January 1, 2025, the beginning of the earliest period presented.

The unaudited pro forma condensed combined statement of operations does not reflect a provision for income taxes or any amounts that would have resulted had Suncrete filed consolidated income tax returns during the period presented. The unaudited pro forma condensed combined balance sheet does not reflect any potential deferred taxes as a result of the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition and the Nelson Bros. Acquisition since it is likely that Suncrete will record a valuation allowance against federal and state deferred tax assets given its history of net operating losses.

The unaudited pro forma condensed combined financial information has been presented for informational purposes only and is not necessarily indicative of what Suncrete’s financial position or results of operations actually would have been had the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition or the Nelson Bros. Acquisition been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of Suncrete following the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition or the Nelson Bros. Acquisition. The actual financial position and results of operations of Suncrete may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

The unaudited pro forma condensed combined financial information does not reflect the benefits of potential cost savings or the costs that may be necessary to achieve such savings, opportunities to increase revenue generation or other factors that may result from the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition or the Nelson Bros. Acquisition and, accordingly, does not attempt to predict or suggest future results.

The unaudited pro forma condensed combined financial information has been derived from, and should be read in conjunction with:

•

Haymaker’s audited consolidated financial statements and related notes as of and for the years ended December 31, 2025 and 2024 included elsewhere in this prospectus;

•

CPH’s audited consolidated financial statements and related notes as of and for the years ended December 31, 2025 and 2024, included elsewhere in this prospectus;

•

Suncrete’s audited consolidated financial statements and related notes as of December 31, 2025 and for the period from inception (September 30, 2025) to December 31, 2025, included elsewhere in this prospectus;

•

The Schwarz Entities’ audited consolidated financial statements and related notes as of October 17, 2025 and for the period January 1, 2025 through October 17, 2025, included elsewhere in this prospectus;

•

The audited consolidated financial statements and related notes of Hope Concrete as of and for the years ended December 31, 2025 and 2024, included elsewhere in this prospectus; and

•

The audited consolidated financial statements and related notes of Nelson Bros. Ready Mix, LTD as of and for the years ended December 31, 2025 and 2024, included elsewhere in this prospectus.

SUNCRETE, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF DECEMBER 31, 2025


				Historical				Transaction Accounting Adjustments
(In $000’s)	Suncrete Pro Forma (z)			Hope Concrete		Nelson Bros.		Conforming and Reclassifications					Hope Concrete and Nelson Bros. Acquisitions					Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	168,722		$	833	$	—	$	2,356		(b	)	$	(67,412	)	(c	)	$	59,499
														(45,000	)	(d	)
Cash, cash equivalents and restricted cash		—			—		4,297		(4,297	)	(b	)		—					—
Restricted cash		—			—		—		1,941		(b	)		—					1,941
Accounts receivable, net		33,699			6,175		4,505		223		(a	)		—					62,983
									18,270		(b	)
									6		(b	)
									105		(a	)
Accounts receivable – related party		—			105		18,270		(18,270	)	(b	)		—					—
									(105	)	(a	)
Other receivables		—			223		6		(223	)	(a	)		—					—
									(6	)	(b	)
Inventory		8,723			802		2,314		—					—					11,839
Prepaid expenses		—			1,651		1,941		(1,651	)	(a	)		—					—
									(1,941	)	(b	)
Other current assets		5,082			—		—		1,651		(a	)		9,034		(x	)		17,708
									1,941		(b	)

Total current assets		216,226			9,789		31,333		—					(103,378	)				153,970
Property, plant and equipment:
Property, plant and equipment, at cost		168,767			—		—		26,655		(a	)		(26,655	)	(e	)		264,784
									61,487		(b	)		54,062		(e	)
														(61,487	)	(f	)
														41,955		(f	)
Less: accumulated depreciation		(15,930	)		—		—		(8,948	)	(a	)		8,948		(e	)		(15,930	)
									(32,147	)	(b	)		32,147		(f	)

Property, plant and equipment, net		152,837			—		—		47,047					48,970					248,854

Property and equipment, net		—			17,707		29,340		(17,707	)	(a	)		—					—
									(29,340	)	(b	)
Accounts and notes receivable – related party		—			6,775		—		(6,775	)	(a	)		—					—
Goodwill		79,505			28,060		—		—					(28,060	)	(g	)		79,505
Customer relationships, net		71,373			—		—		—					10,910		(h	)		90,750
														8,467		(i	)
Trade name		24,800			—		—		—					5,258		(j	)		34,139
														4,081		(k	)
Right-to-use assets, net		—			5,914		138		—					—					6,052
Investment in captive insurance company		—			1,287		—		(1,287	)	(a	)		—					—
Other noncurrent assets, net		2,385			—		—		6,775		(a	)		—					10,447
									1,287		(a	)

Total assets	$	547,126		$	69,532	$	60,811	$	—				$	(53,752	)			$	623,717


			Historical				Transaction Accounting Adjustments
(In $000’s)	Suncrete Pro Forma (z)		Hope Concrete		Nelson Bros.		Conforming and Reclassifications					Hope Concrete and Nelson Bros. Acquisitions					Pro Forma Combined
LIABILITIES, REDEEMABLE MEZZANINE EQUITY, AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	12,558	$	3,735	$	8,466	$	2,407		(b	)	$	(150	)	(l	)	$	27,016
Accounts payable – related party		—		—		2,407		(2,407	)	(b	)		—					—
Bank overdraft		—		325		—		(325	)	(a	)		—					—
Accrued liabilities		15,905		—		2,173		325		(a	)		(214	)	(y	)		29,523
								2,250		(a	)		4,329		(m	)
								1,839		(b	)		2,916		(n	)
Accrued expenses		—		2,250		—		(2,250	)	(a	)		—					—
Other current liabilities		—		—		1,839		(1,839	)	(b	)		—					—
Current income tax liability		—		120		—		—					(120	)	(o	)		—
Deferred income tax liability		—		4,597		—		—					(4,597	)	(o	)		—
Current portion of finance lease liability		—		328		—		(328	)	(a	)		—					—
Lines of credit		—		—		5,222		—					(5,222	)	(p	)		—
Current portion of lease liabilities		475		—		—		328		(a	)		—					886
								83		(b	)
Current portion of operating lease liabilities		—		—		83		(83	)	(b	)		—					—
Current portion of notes payable		—		—		1,948		—					(1,948	)	(p	)		—
Current portion of notes payable, net of deferred loan costs		—		5,138		—		—					(5,138	)	(q	)		—
Long-term debt, current portion		27,081		—		—		—					—					27,081

Total current liabilities		56,019		16,493		22,138		—					(10,144	)				84,506

Finance lease liability, net of current portion		—		5,832		—		(5,832	)	(a	)		—					—
Operating lease liabilities, net of current portion		—		—		86		(86	)	(b	)		—					—
Long-term lease liability		1,727		—		—		5,832		(a	)		—					7,645
								86		(b	)
Contingent consideration		—		—		—		—					15,000		(r	)		15,000
Notes payable, net of current portion and deferred loan costs		—		21,628		21,748		—					(21,628	)	(q	)		—
													(21,748	)	(p	)
Long-term debt, net		186,625		—		—		—					—					186,625

Total liabilities		244,371		43,953		43,972		—					(38,325	)				293,776


				Historical				Transaction Accounting Adjustments
(In $000’s)	Suncrete Pro Forma (z)			Hope Concrete		Nelson Bros.		Conforming and Reclassifications		Hope Concrete and Nelson Bros. Acquisitions					Pro Forma Combined
Commitments and Contingencies
Redeemable mezzanine equity
Series A preferred stock	$	26,590		$	—	$	—	$	—	$	—				$	26,590
Shareholders’ equity
Suncrete Class A common stock		5			—		—		—		—					5
Suncrete Class B common stock		1			—		—		—		—					1
Members equity (deficit)		(24,631	)		25,579		—		—		(25,579	)	(s	)		(31,876	)
											(4,329	)	(m	)
											(2,916	)	(n	)
Partners’ capital		—			—		16,839		—		(16,839	)	(t	)		—
Additional paid-in capital		300,790			—		—		—		19,953		(w	)		335,221
											10,997		(u	)
											3,481		(v	)

Total shareholders’ equity		276,165			25,579		16,839		—		(15,232	)				303,351

Total liabilities, redeemable mezzanine equity, and shareholders’ equity	$	547,126		$	69,532	$	60,811	$	—	$	(53,752	)			$	623,717

SUNCRETE, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2025


				Historical						Transaction Accounting Adjustments
(In $000’s)	Suncrete Pro Forma (r)			Hope Concrete			Nelson Bros.			Conforming and Reclassifications					Hope Concrete and Nelson Bros. Acquisitions					Pro Forma Combined
Revenues	$	270,302		$	56,552		$	102,536		$	—				$	—				$	429,390
Cost of goods sold		181,232			47,246			94,192			(9,329	)	(a	)		(1,698	)	(c	)		296,044
											(25,444	)	(b	)		5,964		(d	)
																3,881		(e	)

Gross profit		89,070			9,306			8,344			34,773					(8,147	)				133,346
Operating expenses:
Selling, general, and administrative expenses		73,738			7,191			8,108			9,329		(a	)		(686	)	(c	)		124,750
											164		(a	)		2,411		(d	)
											686		(a	)		(4,041	)	(f	)
											25,444		(b	)		1,569		(e	)
																(600	)	(g	)
																(501	)	(h	)
																1,091		(i	)
																847		(j	)
Acquisition-related costs		6,696			—			—			—					4,329		(k	)		13,941
																2,916		(l	)
Business development		—			164			—			(164	)	(a	)		—					—
Depreciation		—			686			—			(686	)	(a	)		—					—
Gain on disposal of assets, net		(508	)		—			—			(2,316	)	(a	)		—					(2,824	)

Total operating expenses		79,926			8,041			8,108			32,457					7,335					135,867

Operating income		9,144			1,265			236			2,316					(15,482	)				(2,521	)

Non-operating expenses (income):
Other expense (income)		337			—			52			(383	)	(a	)		—					(234	)
											(240	)	(a	)
Interest income		—			(1	)		—			1		(a	)		—					—
Equipment rental		—			(383	)		—			383		(a	)		—					—
Management fees		—			(240	)		—			240		(a	)		—					—
Gain on disposal of property and equipment		—			(2,316	)		—			2,316		(a	)		—					—
Interest expense, net		18,050			2,428			1,751			(1	)	(a	)		(2,428	)	(m	)		18,049
																(1,751	)	(n	)

Total non-operating expense (income)		18,387			(512	)		1,803			2,316					(4,179	)				17,815
Net income (loss) before income taxes		(9,243	)		1,777			(1,567	)		—					(11,303	)				(20,336	)
Income tax expense		—			1,211			410			—					(1,211	)	(o	)		—
																(410	)	(p	)

Net income (loss)	$	(9,243	)	$	566		$	(1,977	)	$	—				$	(9,682	)			$	(20,336	)

Weighted average number of common shares outstanding, basic and diluted		73,119,471																(q	)		75,331,044

Net loss per common share, basic and diluted	$	(0.13	)															(q	)	$	(0.27	)

SUNCRETE, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Basis of Presentation

CPH has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

•

CPH members comprising a relative majority of the voting power of PubCo and having the ability to nominate six of the nine members of the board of directors of PubCo;

•

CPH’s operations prior to the acquisition comprising the only ongoing operations of PubCo; and

•

CPH’s senior management comprising a majority of the senior management of PubCo.

The Hope Concrete Acquisition and Nelson Bros. Acquisition were preliminarily determined to be business combinations for purposes of these unaudited pro forma condensed combined financial statements. The assets acquired and liabilities assumed will be recorded at their respective fair values as of each respective closing date. Any transaction costs will be expensed in accordance with ASC 805. The unaudited pro forma condensed combined financial statements presented herein have been prepared to reflect the transaction accounting adjustments to Suncrete’s unaudited pro forma condensed combined financial information in order to account for the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition and the Nelson Bros. Acquisition.

The transaction accounting adjustments reflect the consummation of the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition and the Nelson Bros. Acquisition and are based on certain currently available information and certain assumptions and methodologies that Suncrete believes are reasonable. The unaudited transaction accounting adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Suncrete believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition and the Nelson Bros. Acquisition based on information available to management at this time and that the transaction accounting adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition and the Nelson Bros. Acquisition as if they had occurred on January 1, 2025, the beginning of the earliest period presented.

The unaudited pro forma condensed combined statement of operations does not reflect a provision for income taxes or any amounts that would have resulted had Suncrete filed consolidated income tax returns during the period presented. The unaudited pro forma condensed combined balance sheet does not reflect any potential deferred taxes as a result of the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition and Nelson Bros. Acquisition since it is likely that Suncrete will record a valuation allowance against federal and state deferred tax assets given its history of net operating losses.

The unaudited pro forma condensed combined financial information and related notes are presented for illustrative purposes only. If the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition and the Nelson Bros. Acquisition contemplated herein had occurred in the past, Suncrete’s operating results might have been materially different from those presented in the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information should not be relied upon as an indication of operating results that Suncrete would have achieved if the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition and the Nelson Bros. Acquisition contemplated herein had taken place on the specified dates.

In addition, future results may vary significantly from the results reflected in the unaudited pro forma condensed combined financial statement of operations and should not be relied upon as an indication of the future results Suncrete will have after the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition and the Nelson Bros. Acquisition contemplated by the unaudited pro forma condensed combined financial information. In Suncrete’s opinion, all adjustments that are necessary to present fairly the unaudited pro forma condensed combined financial information have been made.

Consideration and Purchase Price Allocations

The preliminary allocations of the total purchase price for each of the Hope Concrete Acquisition and the Nelson Bros. Acquisition are based upon management’s estimates of, and assumptions related to, the fair value of assets acquired and liabilities assumed as of April 28, 2026 for the Hope Concrete Acquisition and May 6, 2026 for the Nelson Bros. Acquisition, using currently available information and market data. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on financial position and results of operations may differ significantly from the pro forma amounts included herein. Suncrete expects to finalize the purchase price allocations as soon as reasonably practicable, which will not extend beyond the one-year measurement period provided under ASC 805.

The consideration transferred and the fair value of assets acquired and liabilities assumed by Suncrete for the Hope Concrete Acquisition and the Nelson Bros. Acquisition are as follows (amounts in thousands, except for share and per share amounts):


	Hope Concrete		Nelson Bros.
Consideration:
Cash consideration:
Cash paid to sellers	$	39,377	$	7,364
Cash paid to satisfy the debt obligations of sellers		27,351		32,989
Closing adjustments		683		4,647

Total cash paid	$	67,411	$	45,000
Class A common stock consideration — Nelson Bros. Acquisition:
Shares of Suncrete common stock to Nelson Bros. Sellers		—		1,296,456
Suncrete common stock price at May 6, 2026		—	$	15.39

Total fair value of Class A common stock consideration to Nelson Bros. Sellers		—	$	19,953
Class A common stock consideration — Hope Concrete Acquisition:
Shares of Suncrete common stock to Hope Concrete Sellers		220,007		—
Suncrete common stock price at April 28, 2026	$	15.82		—

Total fair value of Class A common stock consideration to Hope Concrete Sellers	$	3,481		—
Class B common stock consideration — Hope Concrete Acquisition:
Shares of Suncrete Intermediate Class B common stock		69,511		—
Fair value per share of Suncrete Intermediate Class B common stock	$	158.20		—

Total fair value of Class B common stock consideration to Hope Concrete Sellers	$	10,997		—
Fair value of contract asset — Sand Supply Agreement		—		(9,034	)
Fair value of Earnout Amount		—	$	15,000

Total consideration	$	81,889	$	70,919

Fair value of assets acquired:
Cash and cash equivalents	$	833	$	4,297
Accounts receivable, net		6,503		22,781
Inventory		802		2,314
Other current assets		1,651		1,941
Property, plant and equipment		54,062		41,955
Customer relationships, net		10,911		8,467
Trade name		5,258		4,081
Right-to-use assets, net		5,914		138
Other noncurrent assets, net		8,062		—

Amount attributable to assets acquired	$	93,996	$	85,974


	Hope Concrete		Nelson Bros.
Fair value of liabilities assumed:
Accounts payable	$	3,585	$	10,874
Accrued liabilities		2,361		4,012
Current portion of lease liabilities		329		83
Long-term lease liability		5,832		86

Amount attributable to liabilities assumed	$	12,107	$	15,055

Total identifiable net assets acquired	$	81,889	$	70,919

The fair value measurements of the assets acquired and liabilities assumed are based on inputs that are not observable in the market and therefore represent Level 3 inputs. The fair value of property, plant, and equipment, along with customer relationships, net, and trade name are based upon historical acquisition activity and is therefore subject to change. Such changes in the estimated fair value could be material.

The fair value per share of Suncrete Intermediate Class B common stock is estimated based upon the fair value of the common stock of Suncrete. Each share of Suncrete Intermediate Class B common stock is subject to an Exchange Agreement and mandatorily convertible into Suncrete Class A Common Stock at a ratio of 10-to-1 within three years after issuance. The fair value for the Suncrete Intermediate Class B common stock was therefore based upon the April 28, 2026 Suncrete common stock closing price of $15.82 per common share multiplied by the conversion ratio of 10-to-1.

The fair value of the Earnout Amount was preliminarily estimated using an option-pricing framework based on a closed-form Black-Scholes-Merton methodology. Under this approach, Suncrete’s current assumptions regarding projected performance were used to estimate the probability-weighted expected earnout obligation. The resulting expected payments were then discounted to present value using discount rates intended to reflect both the expected timing of payment and the anticipated form of settlement. As the valuation of the Earnout Amount is preliminary, the estimate is based on simplified assumptions and information currently available as of the date of this filing. Suncrete expects to finalize the valuation of the Earnout Amount as additional information becomes available and the purchase accounting analysis is completed. As a result, the final fair value determination may differ materially from the preliminary estimate.

The fair value of the contract asset for the Sand Supply Agreement was assumed to approximate the value of the credit for future sand to be supplied for purposes of these unaudited pro forma condensed combined financial statements.

Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been compiled in a manner consistent with the accounting policies adopted by Suncrete. Actual results may differ materially from the assumptions and estimates contained herein.

The transaction accounting adjustments are based on currently available information and certain estimates and assumptions that Suncrete believes provide a reasonable basis for presenting the significant effects of the Hope Concrete Acquisition and the Nelson Bros. Acquisition. General descriptions of the pro forma adjustments are provided below.

Unaudited Pro Forma Condensed Combined Balance Sheet

The following adjustments were made in the preparation of the Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2025:

(a)

Adjustments necessary to conform the assets and liabilities of Hope Concrete to the presentation of Suncrete.

(b)

Adjustments necessary to conform the assets and liabilities of Nelson Bros. to the presentation of Suncrete.

(c)

Adjustment necessary to record the cash consideration paid to the Hope Concrete Sellers for the acquisition of Hope Concrete.

(d)

Adjustment necessary to record the cash consideration paid to the Nelson Bros. Sellers for the acquisition of Nelson Bros.

(e)

Adjustments necessary to remove the historical net book value of property and equipment of Hope Concrete and to reflect the estimated fair value of property, plant and equipment of Hope Concrete acquired as of December 31, 2025. For purposes of these pro forma financial statements, the fair value of property, plant and equipment for Hope Concrete was estimated based upon historical acquisition activity of Suncrete. The fair value of property, plant and equipment of Hope Concrete is therefore subject to change, and such changes could be material.

(f)

Adjustments necessary to remove the historical net book value of property and equipment of Nelson Bros. and to reflect the estimated fair value of property, plant and equipment of Nelson Bros. acquired as of December 31, 2025. For purposes of these pro forma financial statements, the fair value of property, plant and equipment for Nelson Bros. was estimated based upon historical acquisition activity of Suncrete. The fair value of property, plant and equipment of Nelson Bros. is therefore subject to change, and such changes could be material.

(g)

Adjustment necessary to remove the historical balance of goodwill of Hope Concrete.

(h)

Adjustment necessary to recognize the estimated fair value of customer relationships acquired in the Hope Concrete Acquisition. The fair value of customer relationships was estimated based upon the historical acquisition activity of Suncrete. The fair value of customer relationships of Hope Concrete is therefore subject to change, and such changes could be material.

(i)

Adjustment necessary to recognize the estimated fair value of customer relationships acquired in the Nelson Bros. Acquisition. The fair value of customer relationships was estimated based upon the historical acquisition activity of Suncrete. The fair value of customer relationships of Nelson Bros. is therefore subject to change, and such changes could be material.

(j)

Adjustment necessary to recognize the estimated fair value of trade name acquired in the Hope Concrete Acquisition. The fair value of trade name was estimated based upon the historical acquisition activity of Suncrete. The fair value of trade name of Hope Concrete is therefore subject to change, and such changes could be material.

(k)

Adjustment necessary to recognize the estimated fair value of trade name acquired in the Nelson Bros. Acquisition. The fair value of trade name was estimated based upon the historical acquisition activity of Suncrete. The fair value of trade name of Nelson Bros. is therefore subject to change, and such changes could be material.

(l)

Adjustment necessary to remove the management fee payable by Hope Concrete. Under the assumption the acquisition of Hope Concrete occurred on December 31, 2025, such management fee would not have been incurred by Hope Concrete.

(m)

Adjustment necessary to reflect estimated direct costs for the Hope Concrete Acquisition incurred subsequent to December 31, 2025. These estimated direct costs for the acquisition of Hope Concrete

were incurred during the second quarter of 2026 and have been retrospectively reflected in the Unaudited Pro Forma Condensed Combined Balance Sheet as though incurred and payable at December 31, 2025. For each completed add-on acquisition, Suncrete pays an affiliate a diligence and integration fee equal to 2.0% of the acquired enterprise value in consideration for the affiliate’s time and effort involved in transaction execution and post-closing integration activities. The estimated direct costs for the Hope Concrete Acquisition include $1.6 million for this diligence and integration fee.

(n)

Adjustment necessary to reflect estimated direct costs for the Nelson Bros. Acquisition incurred subsequent to December 31, 2025. These estimated direct costs for the acquisition of Nelson Bros. were incurred during the second quarter of 2026 and have been retrospectively reflected in the Unaudited Pro Forma Condensed Combined Balance Sheet as though incurred and payable at December 31, 2025. For each completed add-on acquisition, Suncrete pays an affiliate a diligence and integration fee equal to 2.0% of the acquired enterprise value in consideration for the affiliate’s time and effort involved in transaction execution and post-closing integration activities. The estimated direct costs for the Nelson Bros. Acquisition include $1.6 million for this diligence and integration fee.

(o)

Adjustments necessary to remove current and deferred income tax liabilities of Hope Concrete. The unaudited pro forma condensed combined balance sheet does not reflect any potential deferred taxes as a result of the Hope Concrete Acquisition since it is likely that Suncrete will record a valuation allowance against federal and state deferred tax assets given its history of net operating losses.

(p)

Adjustments necessary to remove the historical debt balances, both current and long-term, of Nelson Bros. Suncrete is not assuming any debt of Nelson Bros. as part of the acquisition.

(q)

Adjustments necessary to remove the historical debt balances, both current and long-term, of Hope Concrete. Suncrete is not assuming any debt of Hope Concrete as part of the acquisition.

(r)

Adjustment necessary to reflect the Earnout Amount associated with the Nelson Bros. Acquisition. The Nelson Bros. Sellers are eligible to receive the Earnout Amount provided the TTM Materials Spread is greater than $47.5 million during any period beginning on the first full calendar quarter ending after the Nelson Bros. Closing Date and ending on the fifth anniversary. The fair value of the Earnout Amount was preliminarily estimated using an option-pricing framework based on a closed-form Black-Scholes-Merton methodology. The valuation of the Earnout Amount is preliminary, and the estimate is based on simplified assumptions and information currently available as of the date of this filing. As a result, the final fair value determination may differ materially from this preliminary estimate.

(s)

Adjustment necessary to remove the historical equity balance of Hope Concrete.

(t)

Adjustment necessary to remove the historical equity balance of Nelson Bros.

(u)

Adjustment necessary to reflect the issuance of Class B common stock of Suncrete Intermediate as consideration in the Nelson Bros. Acquisition. Each share of Suncrete Intermediate Class B common stock is subject to an Exchange Agreement and mandatorily convertible into Suncrete common stock at a ratio of 10-to-1 within three years after issuance. The fair value for the Suncrete Intermediate Class B common stock was therefore based upon the April 28, 2026 Suncrete common stock closing price of $15.82 per common share multiplied by the conversion ratio of 10-to-1.

(v)

Adjustment necessary to reflect the issuance of common stock of Suncrete as consideration in the Hope Concrete Acquisition. The fair value of the common stock of Suncrete was based upon the April 28, 2026 closing price of $15.82 per Class A common share.

(w)

Adjustment necessary to reflect the issuance of Class A Common Stock of Suncrete as consideration in the Nelson Bros. Acquisition. The fair value of the Class A Common Stock of Suncrete was based upon the May 6, 2026 closing price of $15.39 per share of Class A Common Stock.

(x)

Nelson Materials, an affiliate of the Nelson Bros. Sellers, entered into a Sand Supply Agreement contemporaneously with the Nelson Bros. Closing Date, whereby Nelson Materials agreed to provide a $9.0 million credit for future purchases of sand for use by Suncrete. Under ASC 805, the Sand Supply

Agreement is considered a reduction in the consideration paid by Suncrete. The fair value of the contract asset for the Sand Supply Agreement was assumed to approximate the value of the credit for future sand to be supplied for purposes of these unaudited pro forma condensed combined financial statements.

(y)

Adjustment necessary to remove the historical accrued interest of Hope Concrete at December 31, 2025. Suncrete is not assuming any debt of Hope Concrete as part of the acquisition and therefore any accrued interest was eliminated.

(z)

The information presented as “Suncrete Pro Forma” is based on the audited historical financial statements of Haymaker and CPH as of December 31, 2025. The following table reconciles the information presented herein as “Suncrete Pro Forma” with the historical consolidated financial statements of Haymaker and CPH as of December 31, 2025:


(In $000’s)	CPH Historical			Haymaker As Reclassified (nn)		Transaction Accounting Adjustments					Suncrete Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	6,333		$	4	$	258,241		(aa	)	$	168,722
							(10,460	)	(bb	)
							(12,180	)	(cc	)
							167,120		(dd	)
							(3,613	)	(mm	)
							(144,119	)	(ff	)
							(56,729	)	(ll	)
							(25,875	)	(jj	)
							(10,000	)	(kk	)
Accounts receivable, net		33,699			—		—					33,699
Inventory		8,723			—		—					8,723
Other current assets		5,047			35		—					5,082

Total current assets		53,802			39		162,385					216,226
Property, plant and equipment:
Property, plant & equipment, at cost		168,767			—		—					168,767
Less: accumulated depreciation		(15,930	)		—		—					(15,930	)

Property, plant and equipment, net		152,837			—		—					152,837

Goodwill		79,505			—		—					79,505
Customer relationships, net		71,373			—		—					71,373
Trade name		24,800			—		—					24,800
Cash and securities held in Trust Account		—			258,241		(258,241	)	(aa	)		—
Other noncurrent assets		2,385			—		—					2,385

Total assets	$	384,702		$	258,280	$	(95,856	)			$	547,126


(In $000’s)	CPH Historical			Haymaker As Reclassified (nn)			Transaction Accounting Adjustments					Suncrete Pro Forma
LIABILITIES, REDEEMABLE MEZZANINE EQUITY, AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	12,558		$	—		$	—				$	12,558
Accrued liabilities		13,654			2,251			—					15,905
WCL Promissory Note - related party		—			1,060			(1,060	)	(bb	)		—
Current portion of lease liabilities		475			—			—					475
Extension promissory note		—			2,250			(2,250	)	(bb	)		—
Long-term debt, current portion		27,081			—			—					27,081

Total current liabilities		53,768			5,561			(3,310	)				56,019

Deferred underwriting fee payable		—			8,650			(8,650	)	(bb	)		—
Subscription Agreement liability		—			9,075			(9,075	)	(ff	)
Long-term lease liability		1,727			—			—					1,727
Long-term debt, net		186,625			—			—					186,625

Total liabilities		242,120			23,286			(21,035	)				244,371

Commitments and Contingencies

Redeemable mezzanine equity
Class A ordinary shares subject to possible redemption		—			258,241			(258,241	)	(ff	)		—
Senior preferred units		26,590			—			(26,590	)	(ee	)		—
Preferred units		130,623			—			(130,623	)	(gg	)		—
Series A preferred stock		—			—			26,590		(ee	)		26,590
Shareholders’ equity
Suncrete Class A common stock		—			—			1		(ff	)		5
								2		(dd	)
								1		(gg	)
								1		(hh	)
Suncrete Class B common stock		—			—			1		(gg	)		1
Class B ordinary shares		—			1			(1	)	(hh	)		—
Members’ equity (deficit)		(14,631	)		—			(10,000	)	(kk	)		(24,631	)
Additional paid-in capital		—			—			123,196		(ff	)		300,790
								(12,180	)	(cc	)
								167,118		(dd	)
								130,621		(gg	)
								(23,248	)	(ii	)
								(3,613	)	(mm	)
								1,500		(bb	)
								(56,729	)	(ll	)
								(25,875	)	(jj	)
Accumulated deficit		—			(23,248	)		23,248		(ii	)		—

Total shareholders’ equity		(14,631	)		(23,247	)		314,043					276,165

Total liabilities, redeemable mezzanine equity, and shareholders’ equity	$	384,702		$	258,280		$	(95,856	)			$	547,126

(aa)	Adjustment necessary to reflect the transfer of marketable securities held in the Trust Account to cash.

(bb)	Adjustment necessary to reflect the settlement of the deferred underwriting fee and the extension promissory note by cash upon the Closing of the Business Combination. The WCL Promissory Note was settled by issuing 150,000 shares of Class A Common Stock.

(cc)

Adjustment necessary to reflect the transaction costs incurred by CPH of approximately $12.2 million. The costs of CPH are accounted for as a reduction in the combined cash account with a corresponding reduction in additional paid-in capital consistent with the treatment described in SEC Staff Accounting Bulletin Topic 5.A. These transaction costs will not recur in the combined company income statement beyond 12 months after the transaction. The transaction costs for Haymaker are approximately $10.1 million and are excluded from the unaudited pro forma condensed combined balance sheet.

(dd)

Adjustment necessary to reflect the receipt of $167.1 million in proceeds from the PIPE Investment. Pursuant to the PIPE Subscription Agreements, Haymaker has agreed to issue and sell, in private placements to close immediately prior to or substantially concurrently with the Closing, an aggregate of 17,378,676 shares of Class A Common Stock and/or Pre-Funded Warrants, to the PIPE investors. The PIPE Subscription Agreements are accounted as a derivative liability initially recognized at fair value. Upon settlement of the agreements, when the cash is received, Haymaker recorded a debit to cash and a credit to additional paid-in capital, with a corresponding reversal of the previously recorded derivative liability.

(ee)

Adjustment to reflect the exchange of the Senior Preferred Units for Series A Preferred Stock of PubCo. Pursuant to the Exchange Agreement, the Senior Preferred Units were exchanged at Closing for shares of Series A Preferred Stock, which such shares of Series A Preferred Stock are convertible into shares of Class A Common Stock pursuant to the terms of the Certificate of Designation.

(ff)

Adjustment necessary to reflect the redemption of 12,628,150 shares for cash by the Public Shareholders of Haymaker upon the consummation of the Business Combination at a redemption price of $11.41 per share. The remaining marketable securities held in the Trust Account are transferred to cash, with a corresponding credit to accumulated paid-in-capital. Additionally, the settlement of the Subscription Agreement liability is reversed and results in a credit to accumulated paid-in-capital.

(gg)	Adjustment necessary to reflect the conversion of Company Preferred Units into shares of Class A Common Stock and Class B Common Stock.

(hh)	Adjustment necessary to reflect the conversion of SPAC Class B Ordinary Shares into shares of Class A Common Stock.

(ii)	Adjustment necessary to reflect the elimination of Haymaker historical accumulated deficit.

(jj)	Adjustment necessary to reflect the redemption of 11.5 million warrants at a price per warrant of (i) $2.25 in cash and (ii) 0.075 shares of Class A Common Stock.

(kk)	Adjustment necessary to present the $10.0 million payment to Dothan Management for diligence and integration fees for the services provided by Dothan Management and its personnel to Suncrete in relation to the Business Combination.

(ll)	Adjustment to reflect aggregate payments made by Suncrete pursuant to pre-paid forward agreements with holders of 4,902,989 Class A Ordinary Shares.

(mm)	Adjustment necessary to reflect aggregate payments made by Suncrete in connection with the Non-Redemption Agreements.

(nn)	The following reclassifications were made to conform the historical financial statements of Haymaker to the presentation of CPH, and such amounts are reflected in the “Haymaker As Reclassified” column (in thousands):

AS RECLASSIFIED BALANCE SHEET OF HAYMAKER

AS OF DECEMBER 31, 2025


		Historical
CPH caption	Haymaker caption	Haymaker As Reported			Reclassification Adjustments			Haymaker As Reclassified
ASSETS	ASSETS
Current assets:	Current assets:
Cash and cash equivalents	Cash	$	4		$	—		$	4
	Prepaid expenses		35			(35	)		—
Other current assets			—			35			35

Total current assets	Total current assets		39			—			39
Cash held in Trust Account	Cash held in Trust Account		258,241			—			258,241

Total assets	Total assets	$	258,280		$	—		$	258,280

LIABILITIES, REEDEMABLE MEZZANINE EQUITY, AND SHAREHOLDERS’ EQUITY
Current liabilities:	Current liabilities:
	Accrued expenses	$	2,251		$	(2,251	)	$	—
Accrued liabilities			—			2,251			2,251
WCL Promissory Note - related party	WCL Promissory Note - related party		1,060			—			1,060
Extension promissory note	Extension promissory note		2,250			—			2,250

Total current liabilities	Total current liabilities		5,561			—			5,561
Long-term liabilities	Long-term liabilities
Deferred underwriting fee payable	Deferred underwriting fee payable		8,650			—			8,650
	Subscription Agreement liability		9,075			—			9,075

Total liabilities	Total liabilities		23,286			—			23,286


Commitments and Contingencies	Commitments and Contingencies
Redeemable mezzanine equity
Class A Ordinary Shares subject to possible redemption	Class A Ordinary Shares subject to possible redemption		258,241			—			258,241
Shareholders’ Equity (Deficit)	Shareholders’ Equity (Deficit)
Class B Ordinary shares	Class B Ordinary shares		1			—			1
Accumulated deficit	Accumulated deficit		(23,248	)		—			(23,248	)

Total shareholders’ equity	Total shareholders’ deficit		(23,247	)		—			(23,247	)

Total liabilities, redeemable mezzanine equity, and shareholders’ equity	Total liabilities, Class A Ordinary Shares subject to possible redemption , and shareholders’ equity	$	258,280		$	—		$	258,280

Unaudited Pro Forma Condensed Combined Statement of Operations

The following adjustments were made in the preparation of the Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2025:

(a)

Adjustments necessary to conform the revenues and expenses of Hope Concrete to the presentation of Suncrete.

(b)

Adjustments necessary to conform the revenues and expenses of Nelson Bros. to the presentation of Suncrete.

(c)

Adjustment necessary to remove the historical depreciation expense of Hope Concrete.

(d)

Adjustment necessary to reflect the estimated incremental depreciation expense associated with the fixed assets acquired from Hope Concrete as of December 31, 2025. Depreciation was calculated assuming a straight-line method of depreciation based on the estimated fair value and useful life of each class of fixed asset as of December 31, 2025. For purposes of these pro forma financial statements, the fair value of property, plant and equipment for Hope Concrete was estimated based upon historical acquisition activity of Suncrete. The estimated depreciation is therefore subject to change, and such changes could be material.

(e)

Adjustment necessary to reflect the estimated incremental depreciation expense associated with the fixed assets acquired from Nelson Bros. as of December 31, 2025. Depreciation was calculated assuming a straight-line method of depreciation based on the estimated fair value and useful life of each class of fixed asset as of December 31, 2025. For purposes of these pro forma financial statements, the fair value of property, plant and equipment for Nelson Bros. was estimated based upon historical acquisition activity of Suncrete. The estimated depreciation is therefore subject to change, and such changes could be material.

(f)

Adjustment necessary to remove the historical depreciation expense of Nelson Bros.

(g)

Adjustment necessary to remove the management fee incurred by Hope Concrete. Under the assumption the acquisition of Hope Concrete occurred on January 1, 2025, such management fee would not have been incurred by Hope Concrete.

(h)

Adjustment necessary to remove the management fee incurred by Nelson Bros. Under the assumption the acquisition of Nelson Bros. occurred on January 1, 2025, such management fee would not have been incurred by Nelson Bros.

(i)

Adjustment necessary to reflect incremental amortization expense associated with the estimated fair value of customer relationships acquired in the Hope Concrete Acquisition. Amortization is calculated assuming a straight-line method of amortization based on the estimated fair value and useful life of customer relationships as of the closing date of the Hope Concrete Acquisition. The fair value of customer relationships was estimated to have a weighted average useful life of approximately 10 years. The fair value of customer relationships was estimated based upon historical acquisition activity of Suncrete. The estimated amortization expense is therefore subject to change, and such changes could be material.

(j)

Adjustment necessary to reflect incremental amortization expense associated with the estimated fair value of customer relationships acquired in the Nelson Bros. Acquisition. Amortization is calculated assuming a straight-line method of amortization based on the estimated fair value and useful life of customer relationships as of the closing date of the Nelson Bros. Acquisition. The fair value of customer relationships was estimated to have a weighted average useful life of approximately 10 years. The fair value of customer relationships was estimated based upon historical acquisition activity of Suncrete. The estimated amortization expense is therefore subject to change, and such changes could be material.

(k)

Adjustment necessary to reflect estimated direct costs for the Hope Concrete Acquisition expected to be incurred subsequent to December 31, 2025. These estimated direct costs for the acquisition of Hope Concrete will be incurred during the second quarter of 2026 and have been retrospectively reflected in the Unaudited Pro Forma Condensed Combined Statement of Operations as though incurred for the year ended December 31, 2025. For each completed add-on acquisition, Suncrete pays an affiliate a diligence and integration fee equal to 2.0% of the acquired enterprise value in consideration for the affiliate’s time and effort involved in transaction execution and post-closing integration activities. The estimated direct costs for the Hope Concrete Acquisition include $1.6 million for this diligence and integration fee.

(l)

Adjustment necessary to reflect estimated direct costs for the Nelson Bros. Acquisition expected to be incurred subsequent to December 31, 2025. These estimated direct costs for the acquisition of Nelson Bros. will be incurred during the second quarter of 2026 and have been retrospectively reflected in the Unaudited Pro Forma Condensed Combined Statement of Operations as though incurred for the year ended December 31, 2025. For each completed add-on acquisition, Suncrete pays an affiliate a diligence and integration fee equal to 2.0% of the acquired enterprise value in consideration for the affiliate’s time and effort involved in transaction execution and post-closing integration activities. The estimated direct costs for the Nelson Bros. Acquisition include $1.6 million for this diligence and integration fee.

(m)

Adjustment necessary to eliminate historical interest expense incurred by Hope Concrete. Cash consideration paid by Suncrete was from cash on hand as of the date of acquisition of Hope Concrete.

(n)

Adjustment necessary to eliminate historical interest expense incurred by Nelson Bros. Cash consideration paid by Suncrete was from cash on hand as of the date of acquisition of Nelson Bros.

(o)

Adjustment necessary to eliminate historical income tax expense of Hope Concrete. The unaudited pro forma condensed combined statement of operations does not reflect a provision for income taxes or any amounts that would have resulted had Suncrete filed consolidated income tax returns during the period presented since it is likely that Suncrete will record a valuation allowance against federal and state deferred tax assets given its history of net operating losses.

(p)

Adjustment necessary to eliminate historical income tax expense of Nelson Bros. The unaudited pro forma condensed combined statement of operations does not reflect a provision for income taxes or any amounts that would have resulted had Suncrete filed consolidated income tax returns during the period presented since it is likely that Suncrete will record a valuation allowance against federal and state deferred tax assets given its history of net operating losses.

(q)

The following table reconciles Suncrete pro forma and pro forma combined basic and diluted loss per share for the year ended December 31, 2025 (in thousands, except share and per share amounts):


	Suncrete Pro Forma			Pro Forma Combined
Net loss	$	(9,243)		$	(20,336)
Common shares:
Common shares outstanding — basic		73,119,471			75,331,044
Dilutive effect of potential common shares		—			—

Common shares outstanding — diluted		73,119,471			75,331,044


Net loss per share:
Basic	$	(0.13	)	$	(0.27	)

Diluted	$	(0.13	)	$	(0.27	)

(r)

The information presented as “Suncrete Pro Forma” is based on the audited historical financial statements of Haymaker and CPH for the year ended December 31, 2025 and for the Schwarz Entities for the period January 1, 2025 through October 17, 2025. The following table reconciles the information presented herein as “Suncrete Pro Forma” with the historical consolidated financial statements of Haymaker and CPH for the year ended December 31, 2025 and the Schwarz Entities for the period January 1, 2025 through October 17, 2025:


(In $000’s)	CPH Pro Forma Combined (dd)			Haymaker As Reclassified (ee)			Transaction Accounting Adjustments					Suncrete Pro Forma
Revenues	$	270,302		$	—		$	—				$	270,302
Cost of goods sold:		181,232			—			—					181,232

Gross profit		89,070			—			—					89,070
Operating expenses:
Selling, general, and administrative expenses		60,976			2,762			10,000		(aa	)		73,738
Acquisition-related costs		6,696			—			—					6,696
(Gain) loss on disposal of assets, net		(508	)		—			—					(508	)

Total operating expenses		67,164			2,762			10,000					79,926

Operating income		21,906			(2,762	)		(10,000	)				9,144

Non-operating expenses (income):
Interest earned on cash held in Trust Account		—			(10,367	)		10,367		(bb	)		—
Initial loss on Subscription Agreement liability		—			7,178			(7,178	)	(cc	)
Change in fair value of Subscription Agreement liability		—			1,897			(1,897	)	(cc	)
Other expense		337			—			—					337
Interest expense, net		18,050			—			—					18,050

Total non-operating expense (income)		18,387			(1,292	)		1,292					18,387

Net income (loss)	$	3,519		$	(1,470	)	$	(11,292	)			$	(9,243)

Weighted average number of common shares outstanding, basic and diluted		95,700,000											73,119,471

Net loss per common share, basic and diluted	$	(0.12)										$	(0.13)

(aa)

Adjustment necessary to present the $10.0 million payment to Dothan Concrete Investments Management, LLC, (“Dothan Management”) for diligence and integration fees for the services provided by Dothan Management and its personnel to Suncrete in relation to the Business Combination.

(bb)

Adjustment necessary to eliminate interest earned on marketable securities held in the Trust Account after giving effect to the Business Combination as if it had occurred on January 1, 2025.

(cc)

Adjustments necessary to eliminate the initial loss and change in fair value on the Subscription Agreement liability after giving effect to the Business Combination as if it had occurred on January 1, 2025.

(dd)

On October 17, 2025 Eagle entered into the Thunder Acquisition. The following table presents this acquisition for pro forma purposes. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 for CPH is based upon various assumptions, including the assumption the Thunder Acquisition occurred on January 1, 2025 and is provided for illustrative purposes only. Therefore, the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 does not purport to represent what the actual results of operations of CPH would have been had the Thunder Acquisition occurred on the date noted above, nor is it necessarily indicative of future results of operations. Future results may vary significantly from the results reflected because of various factors. In CPH’s opinion, all adjustments that are necessary to present fairly the unaudited pro forma condensed combined financial information of CPH have been made.

The following table is prepared pursuant to these assumptions, and the result is included in the “CPH Pro Forma Combined” column above:


	Historical
(In $000’s)	CPH For the Year Ended December 31, 2025		Schwarz For the Period January 1, 2025 through October 17, 2025			Schwarz Acquisition Transaction Accounting Adjustments					CPH Pro Forma Combined
Revenues	$	194,871	$	75,431		$	—				$	270,302
Cost of goods sold		127,925		64,053			(12,870	)	(1	)		181,232
							796		(2	)
							1,328		(3	)

Gross Profit		66,946		11,378			10,746					89,070
Operating expenses:
Selling, general, and administrative expenses		45,553		3,096			12,870		(1	)		60,976
							(543	)	(2	)
Acquisition-related costs		6,696		—			—					6,696
Loss (gain) on disposal of assets, net		272		—			(780	)	(4	)		(508	)

Total operating expenses		52,521		3,096			11,547					67,164

Operating income (loss)		14,425		8,282			(801	)				21,906

Non-operating expenses (income):
Other expense (income)		418		(81	)		—					337
Gain on sale of assets		—		(780	)		780		(4	)		—
Interest expense		12,032		366			5,652		(5	)		18,050

Total non-operating expense (income)		12,450		(495	)		6,432					18,387


	Historical
(In $000’s)	CPH For the Year Ended December 31, 2025		Schwarz For the Period January 1, 2025 through October 17, 2025		Schwarz Acquisition Transaction Accounting Adjustments					CPH Pro Forma Combined
Net income (loss) before income taxes		1,975		8,777		(7,233	)				3,519
Income tax expense		—		583		(583	)	(6	)		—

Net income (loss) - consolidated		1,975		8,194		(6,650	)				3,519
Net income (loss) attributable to noncontrolling interest		—		2,878		(2,878	)	(7	)		—

Net income (loss) attributable to controlling interest	$	1,975	$	5,316	$	(3,772	)			$	3,519

Weighted average number of common shares outstanding, basic and diluted		95,700,000				(8	)				95,700,000

Net loss per common share, basic and diluted	$	(0.12)				(8	)			$	(0.12)

(1)

Adjustment necessary to reclassify certain costs within cost of goods sold to selling, general, and administrative, to conform with the presentation of CPH.

(2)

Adjustment necessary to reflect the estimated incremental depreciation expense related to the fixed assets acquired for period January 1, 2025 through October 17, 2025. Depreciation is calculated assuming a straight-line method of depreciation based on the estimated fair value and useful lives of each fixed asset as of October 17, 2025.

(3)

Adjustment necessary to reflect incremental amortization expense related to estimated customer relationships acquired in the Thunder Acquisition for the period January 1, 2025 through October 17, 2025. Amortization is calculated assuming a straight-line method of amortization based on the estimated fair value and useful life of customer relationships as of the closing of the Thunder Acquisition. The customer relationships were estimated to have a weighted average useful life of approximately 10 years.

(4)

Adjustment necessary to reclassify gain on the sale of assets to conform to the presentation of CPH.

(5)

Adjustment necessary to eliminate historical interest expense incurred by the Schwarz Entities and reflect the estimated interest expense in the period presented with respect to the incremental borrowings to finance the Thunder Acquisition. The interest rate utilized as of December 31, 2025 was 7.4% per annum. A one-eighth point change in interest rates as of December 31, 2025 would change interest expense by $0.1 million for the year ended December 31, 2025.

(6)

Adjustment necessary to remove income tax expense on the Schwarz Entities as CPH is not a tax paying entity.

(7)

Adjustment necessary to remove the historical noncontrolling interest of the Schwarz Entities. As part of the Thunder Acquisition, CPH purchased all noncontrolling interests.

(8)

The following table reconciles historical and pro forma basic and diluted loss per share for the period indicated (in thousands, except share and per share amounts):


	For the Year Ended December 31, 2025
	Historical			Pro Forma
Net income	$	1,975		$	3,519
Less: distributions to senior preferred unitholders		(2,340	)		(2,340	)
Less: accretion of redeemable preferred units to Redemption value		(10,791	)		(12,440	)

Net Loss Attributable to Common Shareholders		(11,156	)		(11,261	)

Common shares:
Common Shares outstanding — basic		95,700,000			95,700,000
Dilutive effect of potential Common Shares		—			—

Common Shares outstanding — diluted		95,700,000			95,700,000


Net loss per share:
Basic	$	(0.12	)	$	(0.12	)

Diluted	$	(0.12	)	$	(0.12	)

(ee)

The following reclassifications were made to conform the historical financial statements of Haymaker to the presentation of CPH, and such amounts are reflected in the “Haymaker As Reclassified” column (in thousands):


		Historical
CPH caption	Haymaker caption	Haymaker As Reported			Reclassification Adjustments			Haymaker As Reclassified
Revenues		$	—		$	—		$	—
Cost of goods sold			—			—			—

Gross Profit			—			—			—
Operating expenses:
	General and administrative expenses		2,522			(2,522	)		—
	General and administrative expenses - related party		240			(240	)		—
Selling, general, and administrative expenses			—			2,522			2,762
						240

Total operating expenses			2,762			—			2,762

Operating income	Loss from operations		(2,762	)		—			(2,762	)

Non-operating expenses / (income):	Other income:
Interest earned on cash held in Trust Account	Interest earned on cash held in Trust Account		10,367			—			10,367
	Initial loss of Subscription Agreement liability		(7,178	)					(7,178	)
	Change in fair value of Subscription Agreement liability		(1,897	)					(1,897	)

Total non-operating income	Total other income		1,292			—			1,292

Net income (loss)	Net income (loss)	$	(1,470	)	$	—		$	(1,470	)

Weighted average shares outstanding of Class A Ordinary Shares subject to possible redemption, basic and diluted			22,836,887			—			22,836,887

Basic and diluted net income per share, Class A Ordinary Shares subject to possible redemption		$	(0.05	)				$	(0.05	)

Weighted average shares outstanding of non-redeemable Class A and Class B Ordinary Shares, basic and diluted			6,547,600			—			6,547,600

Basic and diluted net income per share, non-redeemable Class A and Class B Ordinary Shares		$	(0.05	)				$	(0.05	)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us,” or “our” refer to the business of CPH prior to the consummation of the Business Combination, which became the business of Suncrete upon the closing of the Business Combination. This MD&A includes forward-looking statements. These statements involve risks and uncertainties. Our actual results may differ materially from those contemplated by these forward-looking statements as a result of various factors, including those set forth in the section titled “Risk Factors” elsewhere in this prospectus. Historical results are not necessarily indicative of future performance.

Overview

We are a ready-mix concrete logistics and distribution platform operating across Oklahoma, Arkansas, Louisiana and Texas with plans to expand throughout the high-growth U.S. Sunbelt region through strategic acquisitions and organic growth. We leverage operational scale, technological integration and quality control to serve a diverse base of infrastructure, commercial and residential customers.

The Company was formed on May 22, 2024 (the “Inception Date”). From the Inception Date through July 29, 2024, the Company had no substantive operating activities, other than incurring acquisition-related expenses in connection with the acquisition of Eagle Redi-Mix Concrete, LLC (“Eagle”) and Ram Transportation, LLC (“Ram”) (together, the “Predecessor”). On July 29, 2024, the Company completed the acquisition of Eagle and Ram (the “Concrete Acquisition”) and began reporting on a new accounting basis as the “Successor.”

Accordingly, the Company’s financial statements reflect two distinct reporting periods: a “Predecessor Period” prior to the Concrete Acquisition and a “Successor Period” subsequent to the Concrete Acquisition. The results of operations of the Successor and Predecessor are not comparable due to the application of acquisition accounting.

This MD&A includes discussion of the following reporting periods:

•

Successor Period for the year ended December 31, 2025;

•

Successor Period from inception (May 22, 2024) through December 31, 2024

•

Predecessor Period from January 1, 2024 through July 29, 2024; and

•

Predecessor Period for the year ended December 31, 2023.

Recent Developments

Thunder Acquisition

On October 17, 2025, Eagle Redi-Mix Concrete, LLC, our indirect wholly owned subsidiary (“Eagle Redi-Mix”), entered into an equity and asset purchase and contribution agreement (as amended on March 27, 2026, the “Equity and Asset Purchase and Contribution Agreement”) with SRM, Inc., an Oklahoma corporation (“Schwarz Ready Mix”), SRM Leasing, LLC, an Oklahoma limited liability company (“Schwarz Leasing”), Schwarz Sand, LLC an Oklahoma limited liability company (“Schwarz Sand,” and together with Schwarz Ready Mix and Schwarz Leasing, the “Schwarz Entities”) and the other selling parties named therein and Schwarz Ready Mix, in its capacity as a representative of the selling parties. Pursuant to the Equity and Asset Purchase and Contribution Agreement, Eagle acquired substantially all of the assets of Schwarz Ready Mix and Schwarz Leasing and all of the issued and outstanding equity interests of Schwarz Sand (collectively, the “Thunder Acquisition”). The aggregate purchase price included $97.0 million in cash consideration ($74.3 million paid at closing and $22.7 million deferred until June 30, 2026) and 20,000,000 Company Preferred Units issued to the sellers as rollover equity.

Hope Acquisition

After giving effect to the transactions contemplated by the Hope Purchase Agreement, the aggregate consideration consisted of (i) 220,007 shares of Class A common stock, par value $0.0001 per share, of Suncrete (“Class A Common Stock”) issued to one of the Sellers, (ii) 69,511 shares of Class B common stock, par value $0.0001 per share, of Purchaser Holdco issued to one of the Sellers (the “Holdco Rollover Securities”) and (iii) a net closing cash payment of $39,377,232.21, subject to certain adjustments as set forth in the Hope Purchase Agreement, with respect to the purchased units sold by the other Sellers. In addition, the Company paid $27.4 million to satisfy the debt obligations of Hope Concrete.

The Holdco Rollover Securities issued by Purchaser Holdco are nonvoting, have no dividend or liquidation rights and are exchangeable for an aggregate of 695,110 shares of Class A Common Stock on the terms and subject to the conditions set forth in an Exchange Agreement, dated April 28, 2026, by and among Suncrete, Purchaser Holdco and Foley Bros., LLC, a Texas limited liability company. For additional information, see the section titled “Liquidity and Capital Resources – Acquisitions.”

Southern Louisiana Acquisition

Nelson Bros. Acquisition

On May 6, 2026, the Company, through Hope, entered into a Membership Interest Purchase Agreement (the “Nelson Purchase Agreement”) and related agreements with the owners of Nelson Bros. Ready Mix, LLC, a Texas limited liability company (the “Nelson Bros”), to acquire 100% of the ownership interests of Nelson and its subsidiary, R & R Trucking LLC, a Texas limited liability company (collectively with the Nelson Bros., the “Nelson Acquired Companies”). The Nelson Acquired Companies are in the business of concrete manufacturing, concrete production, concrete sales, and trucking for their concrete operations (including trucking of concrete, sand, rock, cement, and fly ash for use in concrete manufacturing and production). On May 6, 2026, the Company completed the acquisition of the Nelson Acquired Companies pursuant to the Nelson Purchase Agreement (the “Nelson Acquisition”). The owners of the Nelson Acquired Companies who are also parties to the Nelson Purchase Agreement, were Randell R. Owens, Ronda A. Owens, JAO, LLC, a Texas limited liability company (“JAO”), and Owens Regional Investments, LLC, a Texas limited liability company (“Owens Regional,” and collectively, with Mr. Owens, Ms. Owens and JAO, the “Nelson Sellers”), and Jacob Owens in his capacity as representative of the Nelson Sellers.

The aggregate consideration for the Nelson Acquisition consisted of (i) 1,296,456 shares of Class A Common Stock issued to the Nelson Sellers and (ii) $42.3 million net cash payment at closing paid to Nelson. In addition, the Nelson Sellers will be eligible to receive a contingent earnout payment of up to $18.0 million based on the achievement of a specified trailing twelve-month materials spread target by the Nelson Acquired Companies, measured as of the end of any full calendar quarter ending during the five-year period following the closing of the Nelson Acquisition, with Hope having the option to satisfy up to 50% of any such earnout payment by issuing shares of the Company’s Class A Common Stock in lieu of cash (the “Nelson Earnout Stock Consideration”) at a future average closing stock price, subject to applicable Nasdaq listing rules and other limitations on the issuance of Nelson Earnout Stock Consideration set forth in the Nelson Purchase Agreement.

Business Combination with Haymaker

On April 8, 2026 (the “Closing Date”), Suncrete, Inc. (“Suncrete”) consummated its previously announced business combination pursuant to that certain Business Combination Agreement, dated October 9, 2025 (the “Business Combination Agreement”) by and among the Company, Haymaker Acquisition Corp. 4, a Cayman Islands exempted company (“Haymaker” or “SPAC”), Suncrete, Haymaker Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Suncrete (“Merger Sub I”), and Haymaker Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Suncrete (“Merger Sub II”). Pursuant to the Business Combination Agreement, the Business Combination was effected on the Closing Date in several steps: (a) Haymaker transferred by way of continuation out of its jurisdiction of incorporation from the Cayman Islands and domesticated into the State of Delaware in accordance with Section 388 of the Delaware General Corporation Law, as amended, and the Companies Act (As Revised) of the Cayman Islands (the “Domestication”), (b) immediately following the Domestication, Merger Sub I merged with and into Haymaker (the “Initial Merger”), with Haymaker surviving the Initial Merger as a wholly owned subsidiary of Suncrete; and (c) immediately following the Initial Merger, Merger Sub II merged with and into the Company (the “Acquisition Merger” and, together with the Initial Merger, the “Mergers”, and together with the Domestication, and all other transactions contemplated by the Business Combination Agreement, the “Business Combination”), with the Company surviving the Acquisition Merger as a wholly owned subsidiary of Suncrete. Prior to the closing of the Initial Merger, Suncrete issued an aggregate of 26,000 shares of its Series A Preferred Stock, which is initially convertible into an aggregate of 1,444,445 shares of Class A Common Stock of the Company, in exchange for all of the outstanding Senior Preferred Units of the Company.

The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, although Haymaker acquired all of the outstanding equity interests of the Company in the Business Combination, the Company will be treated as the accounting acquirer for financial reporting purposes. Accordingly, the Business Combination will be reflected as the equivalent of the Company issuing shares for the net assets of Haymaker, followed by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of the Company.

Credit Agreement Amendments

We are party to a credit agreement (the “Credit Agreement”) with Bank of America, N.A., as administrative agent and certain lenders party thereto (the “Lenders”). On October 17, 2025, in connection with the Thunder Acquisition, we amended the Credit Agreement to increase the Initial Term Loan (defined below) by $75.0 million and the Revolving Loan (defined below) by $10.0 million. On March 25, 2026, we entered into that certain Consent and Second Amendment to Credit Agreement and First Amendment to Security and Pledge Agreement (the “Second Amendment”) to, among other things, permit the consummation of the Business Combination and giving effect to the closing of the Business Combination, to add Suncrete and SPAC as guarantors under the Credit Agreement. On April 7, 2026, we and, giving effect to the closing of the Business Combination, Suncrete and SPAC, entered into that certain Limited Consent and Third Amendment to Credit Agreement (the “Third Amendment”) to, among other things, permit the forward purchase agreement entered into in connection with the Business Combination. On April 28, 2026, we entered into that certain Limited

Consent and Fourth Amendment to Credit Agreement (the “Fourth Amendment,” and the Credit Agreement, as amended through the date of the Fourth Amendment, the “Amended Credit Agreement”) to, among other things, permit the consummation of certain acquisitions, including the joinder to the Amended Credit Agreement of Suncrete Intermediate, Inc. (“Purchaser Holdco”), a subsidiary formed in connection with the Hope Acquisition. For additional information, see the section titled “Liquidity and Capital Resources – Debt Agreements.”

Equipment Loan

On December 30, 2025, the Company entered into a five-year $4.8 million equipment security note (“Equipment Loan”). The Equipment Loan is a part of a master agreement that permits multiple equipment notes under the master agreement. For additional information, see the section titled “Liquidity and Capital Resources – Debt Agreements.”

Components of Our Results of Operations

Revenues

We generate revenue primarily from the production and delivery of ready-mix concrete. Revenue is recognized at a point in time when control of the product has transferred to the customer, typically upon delivery to the job site. Our concrete is sold under short-term purchase orders or master service agreements. Revenue is driven by the volume of cubic yards delivered, the average sales price per cubic yard and the type of concrete mix required for the job. Our pricing strategy also incorporates value-added services, including specialized admixtures, customized mix formulations and on-site quality control. Our sales are sensitive to fluctuations in construction activity across the public infrastructure, commercial and residential sectors. Seasonality and weather can also impact delivery schedules and job site activity, particularly during the winter months.

Cost of Goods Sold

Cost of goods sold consists of all materials and direct costs associated with the production and delivery of concrete. This includes cement, fly ash, aggregates, admixtures, plant labor, equipment maintenance, truck driver wages, fuel, permits and tags, and other plant-level expenses. Cost of goods sold also includes depreciation of production-related property. Costs may fluctuate based on raw material pricing, labor availability, and plant utilization rates.

Selling, General and Administrative Expenses

Selling, general and administrative expenses (“SG&A”) include corporate and regional administrative costs such as salaries and benefits for administrative personnel, insurance, rent, professional services, and IT and compliance-related expenses. SG&A also includes amortization of customer relationship intangibles and depreciation of property and equipment not directly attributable to production, and other recurring overhead costs.

Gross Profit

Gross profit represents revenues less cost of goods sold. Gross profit is impacted by a combination of delivered volumes, realized pricing, mix of projects, and cost structure. Our gross margin can fluctuate based on weather conditions, seasonality, raw material costs, and our ability to effectively utilize plant and fleet capacity. Periods with higher delivered volumes generally allow for stronger fixed cost absorption, which enhances gross margin, while lower volumes can result in higher per-unit costs and margin compression.

Acquisition-related Costs

Acquisition-related costs primarily consist of costs incurred in connection with acquisitions, integration activities, and other strategic or capital markets initiatives. These costs are expensed as incurred and may fluctuate significantly between periods depending on the level and timing of acquisition and financing activity.

Other Income (Expense)

Other income (expense) primarily consists of interest expense and other non-operating items. Interest expense relates mainly to borrowings under the Term Loan and the Revolving Loan and includes the amortization of debt issuance costs. Interest expense is presented net of immaterial interest income, and no material amounts of interest were capitalized during the periods presented. Other non-operating expenses include miscellaneous non-operating items that are not directly related to the Company’s core operating activities.

Key Performance Indicators and Non-GAAP Financial Measures

In addition to the operating metrics discussed above, we regularly monitor certain key performance indicators, including net income (loss), as well as certain non-GAAP financial measures to evaluate our operating performance.

Adjusted EBITDA represents net income (loss) before interest expense, net, depreciation and amortization, and further adjusted to exclude certain non-cash or non-operating items that management does not consider indicative of the Company’s core operating performance. Such adjustments include share-based compensation expense, acquisition-related costs, acquisition bonuses, public company readiness costs and acquisition-related financing costs. Management believes excluding these costs provides investors with a clearer view of underlying operating performance. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue.

Management uses these measures as key performance indicators to evaluate the Company’s operating performance and assess trends, and believes they are also frequently used by securities analysts, investors, and other parties to evaluate companies in our industry. Management believes these non-GAAP measures enhance investors’ understanding of the Company’s operating performance and facilitate meaningful period-to-period comparisons. These measures have limitations as analytical tools and should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP as an indicator of our operating performance. Our calculation of Adjusted EBITDA and Adjusted EBITDA margin may not be comparable to similarly named measures reported by other companies. Potential differences may include differences in capital structures, tax positions and the age and book depreciation of intangible and tangible assets.

The following tables present a reconciliation of net income to Adjusted EBITDA. (in thousands):


	Successor						Predecessor
	Year ended December 31, 2025			Period from Inception (May 22, 2024) through December 31, 2024			Period from January 1, 2024 through July 29, 2024			Year ended December 31, 2023
Net income	$	1,975		$	1,079		$	20,464		$	26,975
Plus:
Interest expense, net		12,032			5,173			924			878
Depreciation & amortization expense		19,035			6,740			4,827			6,087
Share-based compensation expense		547			32			—			—
Acquisition-related costs (1)		6,696			7,422			—			—
Acquisition bonuses (2)		—			1,000			—			—
Public company readiness (3)		659			353			—			—
Financing-related costs (4)		390			—			—			—

Adjusted EBITDA	$	41,334		$	21,799		$	26,215		$	33,940

Revenues	$	194,871		$	79,650		$	103,661		$	144,279
Net income margin		1.0	%		1.4	%		19.7	%		18.7	%
Adjusted EBITDA margin		21.2	%		27.4	%		25.3	%		23.5	%

(1)	Represents legal and advisory fees incurred in connection with acquisitions.

(2)	Represents discretionary bonuses paid in connection with the Concrete Acquisition.

(3)	Represents professional service costs incurred in connection with acquisition-related technical accounting and advisory support, as well as incremental costs to support the Company’s preparation for becoming a public company (e.g., resources to facilitate public company readiness).

(4)	Represents costs associated with debt extinguishment and modification in connection with acquisitions.

Results of Operations

Factors Affecting Comparability of Our Results of Operations to Our Historical Results of Operations

Our historical results of operations for the periods presented are not comparable, either to each other or to our results of operations in future periods. As discussed in the “Overview” section, Concrete Partners Holding, LLC was formed on May 22, 2024, and had no substantive operating activities prior to the Concrete Acquisition on July 29, 2024. As a result of the Concrete Acquisition and the application of acquisition accounting beginning on the date of the closing of the Concrete Acquisition, our financial statements distinguish between Successor and Predecessor periods. Although these periods reflect different bases of accounting and are not directly comparable, management believes that a discussion of period-over-period changes in revenues and other key operating metrics provides meaningful information about the underlying performance of the business.

Fiscal Years Ended December 31, 2025, 2024 and 2023

The following table summarizes the Company’s operating results for the periods indicated (in thousands):


	Successor						Predecessor
	Year ended December 31, 2025			Period from Inception (May 22, 2024) through December 31, 2024			Period from January 1, 2024 through July 29, 2024			Year ended December 31, 2023
Revenues	$	194,871		$	79,650		$	103,661		$	144,279
Cost of goods sold		127,925			49,419			65,065			93,093

Gross profit		66,946			30,231			38,596			51,186

Operating expenses:
Selling, general and administrative expenses		45,553			16,346			16,883			22,665
Acquisition-related costs		6,696			7,422			—			—
(Gain) loss on disposal of assets, net		272			(108	)		40			197

Total operating expenses		52,521			23,660			16,923			22,862

Operating income		14,425			6,571			21,673			28,324

Other expense:
Other expenses		(418	)		(319	)		(285	)		(471	)
Interest expense, net		(12,032	)		(5,173	)		(924	)		(878	)

Total other expense		(12,450	)		(5,492	)		(1,209	)		(1,349	)

Net income	$	1,975		$	1,079		$	20,464		$	26,975

Revenue

Successor Year Ended December 31, 2025 (the “Successor 2025 Period”)

Revenue was $194.9 million for the year ended December 31, 2025. Results for the year were significantly impacted by unusually heavy and sustained rainfall across Oklahoma and Arkansas during the first half of the year, which limited construction activity and reduced the number of delivery days. These weather conditions were materially above historical averages and did not occur in the prior-year. Revenue benefited in the second half of the year with weather patterns that were in line with historical trends, as well as increased volumes from the Thunder Acquisition, which closed in the fourth quarter of 2025 and added approximately twenty concrete plants and one hundred fifteen mixer trucks, expanding us into a new regional market. In addition, realized pricing increased modestly following the Thunder Acquisition, as the acquired operations historically operated at a higher average unit price relative to legacy assets. Pricing was otherwise generally consistent with the Successor 2024 Period.

Successor Period (May 22, 2024 through December 31, 2024) (the “Successor 2024 Period”)

Revenue was $79.7 million for the Successor 2024 Period. Performance in the period reflected contributions from our acquisition of certain assets of SMG Ready Mix (“SMG”) in January 2024, which added eight plants to our network, expanding our delivery capacity and operational footprint. Realized pricing remained stable during the Successor Period, supported by contractual resets, surcharges, and favorable project mix in key delivery zones.

Predecessor Period (January 1, 2024 through July 29, 2024) (the “Predecessor 2024 Period”)

Revenue was $103.7 million for the Predecessor 2024 Period. Activity in this period reflected steady demand from customers and the initial contribution from the SMG assets acquisition completed in January 2024. Production from the SMG assets increased throughout the period as integration progressed, supporting overall delivery volumes and enhancing the Company’s operational footprint. Realized pricing reflected contractual price resets implemented during the period, though overall pricing levels remained relatively consistent without significant further increases during the period.

Predecessor Year Ended December 31, 2023 (the “Predecessor 2023 Period”)

Revenue was $144.3 million for the Predecessor 2023 Period. Results primarily reflect baseline construction activity in the markets in which we operate across infrastructure, commercial, and residential projects. The period also benefited from the first full year of operations following the acquisition of substantially all of the ready-mix production, transportation, and real-estate assets of Shelton Ready-Mix and Shelton Transportation, expanding the Company’s operational footprint through the addition of two plants. Pricing remained steady during the year, with modest increases driven by market-based resets, such as contractual pricing adjustments tied to changes in underlying raw material, labor, and delivery costs, implemented during the period.

Cost of Goods Sold

The following table presents our costs of goods sold and costs of goods sold as a percentage of revenue for the periods indicated (in thousands):


	Successor						Predecessor
	Year ended December 31, 2025			Period from Inception (May 22, 2024) through December 31, 2024			Period from January 1, 2024 through July 29, 2024			Year ended December 31, 2023
Cost of goods sold	$	127,925		$	49,419		$	65,065		$	93,093
As a percentage of revenue		65.6	%		62.0	%		62.8	%		64.5	%

Successor Year Ended December 31, 2025

Cost of goods sold was $127.9 million, or 65.6% of revenue, for the year ended December 31, 2025. Results reflect lower delivered volumes caused by unusually heavy and sustained rainfall during the first half of 2025, which significantly impacted construction activity and delivery days in key markets. Per-unit costs increased throughout the year due to the unfavorable absorption of fixed plant and delivery costs on lower volumes, as well as higher depreciation expense associated with the fair value step-up of property, plant and equipment recognized in connection with the Concrete Acquisition and the Thunder Acquisition.

Successor Period (May 22, 2024 through December 31, 2024)

Cost of goods sold represented 62.0% of revenue in the Successor 2024 Period. Results for the period reflected the continued integration of the SMG assets acquisition completed in January 2024, which added eight plants to our network, expanding our delivery capacity and operational footprint. The increased scale enabled us to spread fixed plant-level costs across a larger production base, improving cost absorption.

Predecessor Period (January 1, 2024 through July 29, 2024)

Cost of goods sold represented 62.8% of revenue in the Predecessor 2024 Period. Production from the SMG assets increased throughout the period as integration progressed, supporting overall delivery volumes. The increased scale enabled us to spread fixed plant-level costs across a larger production base, improving cost absorption.

Predecessor Year Ended December 31, 2023

Cost of goods sold represented 64.5% of revenue in the Predecessor 2023 Period. Results during this period primarily reflect baseline operations across the Company’s historical plant network. The period also benefited from the first full year of operations following the Shelton acquisition, which expanded our operational footprint through the addition of two plants.

While we experienced inflationary pressures on certain raw materials, labor, and fuel, these cost increases were generally passed through to customers through contractual price resets and surcharges and, therefore, did not have a material impact on gross margins for the periods presented.

Gross Profit

The following table presents our gross profit and gross profit as a percentage of revenue for the periods indicated (in thousands):


	Successor						Predecessor
	Year ended December 31, 2025			Period from Inception (May 22, 2024) through December 31, 2024			Period from January 1, 2024 through July 29, 2024			Year ended December 31, 2023
Gross Profit	$	66,946		$	30,231		$	38,596		$	51,186
As a percentage of revenue		34.4	%		38.0	%		37.2	%		35.5	%

Successor Year Ended December 31, 2025

Gross profit totaled $66.9 million, or 34.4% of revenue, for the year ended December 31, 2025. Results reflect the volume and cost trends discussed in the “Revenue” and “Cost of Goods Sold” sections above, including lower delivered volumes resulting from unusually heavy rainfall and increased per-unit costs from reduced fixed-cost absorption. Gross margins were further impacted by higher depreciation expense associated with the fair value step-up of property, plant and equipment in connection with the Concrete Acquisition and the Thunder Acquisition.

Successor Period (May 22, 2024 through December 31, 2024)

Gross profit represented 38.0% of revenue in the Successor 2024 Period. Results for the period benefited from the increased scale associated with the SMG assets acquisition in January 2024, which expanded our plant network and contributed to stronger fixed cost absorption. Stable realized pricing and favorable project mix further supported gross margin performance.

Predecessor Period (January 1, 2024 through July 29, 2024)

Gross profit represented 37.2% of revenue in the Predecessor 2024 Period. Activity during this period reflected the initial integration of the SMG assets and increased production volumes as the newly acquired plants ramped up. Gross margin performance remained stable, supported by steady pricing and volume growth.

Predecessor Year Ended December 31, 2023

Gross profit represented 35.5% of revenue for the Predecessor 2023 Period. Results during this period primarily reflect our baseline operations prior to the SMG assets acquisition, along with contributions from the first full year of operation following the Shelton acquisition.

Operating Expenses

Selling, General and Administrative Expenses

Successor Year Ended December 31, 2025

SG&A expenses totaled $45.6 million for the year ended December 31, 2025. Activity during the year primarily reflected amortization of customer relationship intangibles and depreciation associated with the fair value step-up of property, plant and equipment recorded in connection with the Concrete Acquisition and the Thunder Acquisition. In connection with the Thunder Acquisition, payroll expenses and maintenance and repair expenses increased during the year due to an increased headcount and the expanded size of our operations fleet. SG&A also includes affiliated consultant compensation, professional services costs, and other expenses incurred to support our transition to a public company environment.

Successor Period (May 22, 2024 through December 31, 2024)

SG&A expenses were $16.3 million in the Successor 2024 Period. Results for the period reflect increased depreciation and amortization expense associated with the fair value step-up of property and the recognition of customer relationship intangibles in connection with the Concrete Acquisition. SG&A expenses also included higher professional services costs as we continued to scale our operations.

Predecessor Period (January 1, 2024 through July 29, 2024)

SG&A expenses were $16.9 million in the Predecessor 2024 Period. Activity during the period primarily reflected personnel-related costs and overhead associated with integrating the SMG assets acquisition, as well as increased administrative support to manage the larger operating platform.

Predecessor Year Ended December 31, 2023

SG&A expenses were $22.7 million in the Predecessor 2023 Period. Results for the period primarily reflect baseline overhead and personnel costs prior to the SMG assets acquisition, as well as administrative support associated with the existing plant network and the Shelton acquisition.

Acquisition-related Costs

Successor Year Ended December 31, 2025

Acquisition-related costs totaled $6.7 million for the year ended December 31, 2025. These expenses primarily consisted of due diligence and professional service costs incurred in connection with the Thunder Acquisition, including legal, accounting, and advisory fees associated with transaction execution and integration planning, as well as professional fees incurred in connection with the Company’s ongoing de-SPAC and public-company readiness efforts.

Successor Period (May 22, 2024 through December 31, 2024)

Acquisition-related costs were $7.4 million in the Successor 2024 Period. The activity during this period primarily reflects acquisition costs incurred in connection with the Concrete Acquisition, including legal, financial advisory, accounting, and other professional service fees.

Predecessor Period (January 1, 2024 through July 29, 2024)

We did not have acquisition-related costs during the Predecessor 2024 Period.

Predecessor Year Ended December 31, 2023

We did not have acquisition-related costs during the Predecessor 2023 Period.

(Gain) Loss on Disposal of Assets

Successor Year Ended December 31, 2025

We recorded a loss of $0.3 million on asset disposals during the year ended December 31, 2025. Activity during this period primarily related to the disposition of miscellaneous ancillary assets.

Successor Period (May 22, 2024 through December 31, 2024)

Gain on disposal of assets was $0.1 million in the Successor 2024 Period. Activity during the period primarily related to the sale of various ancillary assets, including older equipment and vehicles no longer in active use.

Predecessor Period (January 1, 2024 through July 29, 2024)

Loss on disposal of assets was $40,000 in the Predecessor 2024 Period. Activity during the period was minimal and reflected routine asset disposals.

Predecessor Year Ended December 31, 2023

Loss on disposal of assets was $0.2 million in the Predecessor 2023 Period. Activity during the period related to the timing and mix of asset sales, primarily involving older fleet and support equipment.

Gains and losses on asset disposals are not indicative of ongoing operations and may fluctuate from period to period depending on the volume and value of disposals.

Other Income (Expense)

Other Expenses

Successor Year Ended December 31, 2025

Other expenses was $0.4 million in the year ended December 31, 2025. Activity during the year was consistent with typical non-operating charges incurred in the ordinary course.

Successor Period (May 22, 2024 through December 31, 2024)

Other expenses was $0.3 million in the Successor 2024 Period. Activity during the period was consistent with typical non-operating charges incurred in the ordinary course.

Predecessor Period (January 1, 2024 through July 29, 2024)

Other expenses was $0.3 million in the Predecessor 2024 Period. Activity during the period was consistent with typical non-operating charges incurred in the ordinary course.

Predecessor Year Ended December 31, 2023

Other expenses was $0.5 million in the Predecessor 2023 Period. Activity during the period was consistent with typical non-operating charges incurred in the ordinary course.

Interest Expense, Net

Successor Year Ended December 31, 2025

Interest expense, net, was $12.0 million in the year ended December 31, 2025. This amount primarily reflects interest incurred on the Term Loan and Revolving Loan entered into in connection with the Concrete Acquisition and Thunder Acquisition, which resulted in higher average borrowings during the period. Interest income was immaterial, and no material amounts of interest were capitalized.

Successor Period (May 22, 2024 through December 31, 2024)

Interest expense, net, was $5.2 million in the Successor 2024 Period. The increase in expense during the period reflects interest incurred on the Initial Term Loan (defined below) and Revolving Loan entered into in connection with the Concrete Acquisition. At December 31, 2024, the Initial Term Loan had a principal balance of $126.8 million and an applicable interest rate of 7.7%, and the Revolving Loan had a principal balance of $4.2 million and an applicable interest rate of 7.7%.

Predecessor Period (January 1, 2024 through July 29, 2024)

Interest expense, net, was $0.9 million in the Predecessor 2024 Period. Activity during the period primarily reflected interest incurred under existing debt arrangements prior to the Concrete Acquisition.

Predecessor Year Ended December 31, 2023

Interest expense, net, was $0.9 million in the Predecessor 2023 Period. Results for the period were consistent with the Company’s historical borrowing levels prior to the establishment of the new Term Loan and Revolving Loan.

Net Income

Net income was $2.0 million during the year ended December 31, 2025, $1.1 million during the Successor 2024 Period, $20.5 million during the Predecessor 2024 Period and $27.0 million during the Predecessor 2023 Period. The change in net income between periods was primarily driven by the factors discussed above.

Adjusted EBITDA

Successor Year Ended December 31, 2025

Adjusted EBITDA was $41.3 million, representing an Adjusted EBITDA margin of 21.2%, for the year ended December 31, 2025. Results for the period were significantly impacted by unusually heavy and sustained rainfall across Oklahoma and Arkansas during the first half of the year, which reduced delivery volumes and delayed customer projects. With lower volumes, we were unable to benefit from fixed-cost leverage to the same extent as in the Successor 2024 Period, resulting in reduced gross margin contribution.

Successor Period (May 22, 2024 through December 31, 2024)

Adjusted EBITDA was $21.8 million, and Adjusted EBITDA margin was 27.4%, for the Successor 2024 Period. Results for the period benefited from increased scale associated with the SMG assets acquisition in January 2024, which added eight plants to our network, expanding our delivery capacity and operational footprint. This scale expansion supported improved fixed cost leverage and margin performance.

Predecessor Period (January 1, 2024 through July 29, 2024)

Adjusted EBITDA was $26.2 million, and Adjusted EBITDA margin was 25.3%, for the Predecessor 2024 Period. Activity during this period reflected stable demand conditions and the initial integration of the SMG assets, which increased production capacity and supported stronger fixed cost absorption. Integration efforts throughout the period enhanced operational efficiency and contributed to overall margin performance.

Predecessor Year Ended December 31, 2023

Adjusted EBITDA was $33.9 million, and Adjusted EBITDA margin was 23.5%, for the Predecessor 2023 Period. Results reflect baseline operations prior to the SMG assets acquisition, with steady volume performance supported by strong market fundamentals in Oklahoma and Arkansas. The period also benefited from the first full year of operations following the Shelton acquisition, which expanded the Company’s operational footprint through the addition of two plants.

LIQUIDITY AND CAPITAL RESOURCES

Overview

Our primary needs for cash are for potential acquisitions and payment of contractual obligations, including debt and working capital obligations. Our primary sources of liquidity have historically been cash flows generated from operating activities and borrowings under our Revolving Loan. As of December 31, 2025 and 2024, we had a net working capital surplus of $0.1 million and $19.4 million, respectively. The decrease in working capital at December 31, 2025 was primarily driven by the classification of the $22.7 million deferred payment related to the Thunder Acquisition as a current liability, which is expected to be funded through a combination of operating cash flows and availability under the Revolving Loan. Our collection of receivables has historically been timely, and losses associated with uncollectible receivables have historically not been significant. Our cash balances totaled $6.3 million and $8.4 million as of December 31, 2025 and 2024, respectively.

We budget annually for both maintenance and growth capital expenditures. Maintenance capital expenditures are fairly predictable and represent routine reinvestments required to sustain our current operations, including mixer and haul truck replacements, plant repairs and other recurring equipment and fleet needs typical of the ready-mix industry. By contrast, growth capital expenditures are discretionary and can fluctuate depending on the timing and scale of opportunities to expand within our existing footprint, such as new plant construction, capacity additions or targeted fleet expansion. Acquisition capital expenditures, such as the purchase of new plants or other strategic assets, are not part of our recurring capital program and require approval from our board of directors.

The ultimate amount of our future capital expenditures will depend upon a variety of factors, including raw material and equipment pricing, construction activity levels in our markets and the availability of attractive opportunities to support growth.

As of December 31, 2025, we had cash and cash equivalents of $6.3 million and available capacity under the Revolving Loan of $21.5 million, net of a $0.5 million letter of credit. Net cash provided by operating activities was approximately $21.5 million for the year ended December 31, 2025. We believe that our operating cash flows and the aforementioned liquidity sources provide us with sufficient liquidity to fund our operations and planned maintenance capital expenditures. However, the timing and amount of future growth or acquisition capital expenditures remain subject to market conditions, board approval and other variables outside of our control.

Cash requirements for known contractual and other obligations

The following table presents significant cash requirements for known contractual and other obligations as of December 31, 2025 (in thousands):


	Short-term		Long-term		Total
Term Loan (1)	$	13,251	$	182,452	$	195,703
Deferred payment (2)		22,700		—		22,700
Equipment Loan (1)		1,136		4,543		5,679
Revolving Loan (3)		—		3,000		3,000
Operating lease commitments (4)		634		2,235		2,869

Total	$	37,721	$	192,230	$	229,951

(1)	Amounts presented include both principal and interest obligations.

(2)	Amounts presented represent deferred payment as part of the Thunder Acquisition

(3)	Amounts presented do not include interest expense as it is a floating rate and we cannot determine with accuracy the future interest rates we will be charged. As of December 31, 2025, the outstanding balance under our Revolving Loan was subject to an interest rate of 7.4%.

(4)	Amounts presented include both minimum lease payments and imputed interest.

Cash Flows

Fiscal Year Ended December 31, 2025, 2024 and 2023

The following table summarizes our cash flows for the periods indicated (in thousands):


	Successor						Predecessor
	Year ended December 31, 2025			Period from Inception (May 22, 2024) through December 31, 2024			Period from January 1, 2024 through July 29, 2024			Year ended December 31, 2023
Net cash provided by (used in):
Operating activities	$	21,470		$	10,798		$	17,650		$	32,226
Investing activities		(89,014	)		(192,669	)		(14,743	)		(7,581	)
Financing activities		65,467			185,976			(5,693	)		(22,815	)

Net increase (decrease) in cash and cash equivalents	$	(2,077	)	$	4,105		$	(2,786	)	$	1,830

Cash Flows Provided by Operating Activities

Net cash provided by operating activities was $21.5 million, $10.8 million, $17.7 million and $32.2 million for the year ended December 31, 2025, Successor 2024 Period, Predecessor 2024 Period and Predecessor 2023 Period, respectively.

Operating cash flows for the year ended December 31, 2025 reflect the impact of historically high rainfall during the first half of 2025, which significantly reduced production days, delivered volumes, and gross profit. Operating cash flows were further impacted by interest payments of approximately $12.0 million related to the term debt incurred in connection with the Concrete Acquisition and the Thunder Acquisition and affiliated consultant compensation of approximately $2.8 million. Operating cash flows were also adversely affected by higher SG&A expenses, primarily driven by increased payroll and maintenance costs associated with expanded operations, as well as incremental costs related to preparing to operate as a public company.

Operating cash flows in the Successor 2024 Period reflect five months of activity following the Concrete Acquisition, including interest payments of approximately $4.9 million related to the new term debt incurred to finance Concrete Acquisition and affiliated consultant compensation of approximately $0.4 million.

Operating cash flows in the Predecessor 2024 Period reflect seven months of operating activity prior to the Concrete Acquisition, while the Predecessor 2023 Period reflects a full year of operations under the legacy ownership structure.

Cash Flows Used in Investing Activities

Net cash used in investing activities was $89.0 million, $192.7 million, $14.7 million and $7.6 million for the year ended December 31, 2025, Successor 2024 Period, Predecessor 2024 Period and Predecessor 2023 Period, respectively.

For the year ended December 31, 2025, cash used in investing activities primarily consisted of $73.4 million related to the Thunder Acquisition that added approximately twenty ready-mix plants in Oklahoma and $15.9 million of property, plant and equipment additions primarily associated with maintenance and organic growth capital expenditures. These outflows were partially offset by approximately $0.3 million of proceeds from asset sales.

For the Successor 2024 Period, cash used in investing activities primarily consisted of $189.2 million related to the Concrete Acquisition and $3.6 million of property, plant, and equipment additions primarily associated with maintenance capital expenditures. These outflows were partially offset by approximately $0.2 million of proceeds from asset sales.

For the Predecessor 2024 Period, cash used in investing activities primarily consisted of $13.9 million related to the SMG assets acquisition and $1.0 million of property, plant, and equipment additions primarily associated with maintenance capital expenditures. These outflows were partially offset by $0.2 million of proceeds from an asset disposition.

For the Predecessor 2023 Period, cash used in investing activities primarily consisted of $9.2 million of capital expenditures for maintenance and organic growth projects. These outflows were partially offset by approximately $1.6 million in proceeds from the sale of assets.

Cash Flows Provided (Used in) Financing Activities

Net cash provided (used in) by financing activities was $65.5 million, $186.0 million, $(5.7) million and $(22.8) million for the year ended December 31, 2025, Successor 2024 Period, Predecessor 2024 Period and Predecessor 2023 Period, respectively.

For the year ended December 31, 2025, net cash provided by financing activities primarily consisted of debt borrowings of $86.8 million, offset by $15.6 million of debt repayments, $2.7 million of deferred financing costs, $2.3 million of distributions to members and $0.6 million of debt issuance costs.

Net cash provided by financing activities during the Successor 2024 Period was primarily driven by net debt borrowings of $131.0 million and proceeds from the issuance of preferred and common units of $57.9 million. These inflows were partially offset by $2.5 million of debt issuance costs and $0.4 million of distributions to members.

Net cash used in financing activities during the Predecessor 2024 Period was primarily due to distributions to members of $14.3 million offset partially by net borrowings of debt of $8.6 million.

Net cash used in financing activities during the Predecessor 2023 Period was primarily due to distributions to members of $18.2 million and repayments of debt of $4.6 million.

Acquisitions

Thunder Acquisition

On October 17, 2025, we completed the Thunder Acquisition. The aggregate purchase price included $97.0 million in cash consideration ($74.3 million paid at closing and $22.7 million deferred until June 30, 2026) and 20,000,000 Company Preferred Units issued to the sellers as rollover equity.

Hope Acquisition

On April 28, 2026, we completed the Hope Acquisition. After giving effect to the transactions contemplated by the Hope Purchase Agreement, the aggregate consideration consisted of (i) 220,007 shares of Class A Common Stock issued to one of the Sellers, (ii) the Holdco Rollover Securities and (iii) a net closing cash payment of $39,377,232.21, subject to certain adjustments as set forth in the Hope Purchase Agreement, with respect to the purchased units sold by the other Sellers. In addition, the Company paid $27.4 million to satisfy the debt obligations of Hope Concrete.

Southern Louisiana Acquisition

On April 29, 2026, we acquired a ready-mix concrete company in Southern Louisiana for aggregate consideration consisting of (i) $31.0 million in cash at closing, (ii) 259,291 shares of Class A Common Stock issued to the sellers at closing and (iii) an earnout payment of up to $10.0 million based upon the acquired company’s achievement of specified performance criteria over a five-year post-closing performance period. The earnout is payable, if at all, in cash or Class A Common Stock, at the Company’s election, with the number of shares of Class A Common Stock issuable based upon the average closing price per share of the Class A Common Stock on The Nasdaq Global Market for the 30 consecutive trading days preceding the end of the earnout period; provided that in no event will the Company issue shares of Class A Common Stock if the issuance would exceed (a) the aggregate number of shares of Class A Common Stock that the Company may issue in compliance with the rules and regulations of Nasdaq or (b) 9.99% of the issued and outstanding shares of Class A Common Stock.

Nelson Acquisition

On May 6, 2026, we acquired 100% of the ownership interests of the Nelson Acquired Companies for an aggregate consideration of (i) 1,296,456 shares of Class A Common Stock issued to the Nelson Sellers and (ii) $42.3 million net cash payment at closing. In addition, the Nelson Sellers will be eligible to receive a contingent earnout payment of up to $18.0 million based on the achievement of a specified trailing twelve-month materials spread target by the Nelson Acquired Companies, measured as of the end of any full calendar quarter ending during the five-year period following the closing of the Nelson Acquisition, with Hope having the option to satisfy up to 50% of any such earnout payment by issuing the Nelson Earnout Stock Consideration, with the number of shares of Class A Common Stock issuable based upon the average closing price per share of the Class A Common Stock on The Nasdaq Global Market for the 30 consecutive trading days preceding the end of the earnout period; provided that in no event will the Company issue shares of Class A Common Stock if the issuance would exceed (a) the aggregate number of shares of Class A Common Stock that the Company may issue in compliance with the rules and regulations of Nasdaq or (b) 9.99% of the issued and outstanding shares of Class A Common Stock.

Business Combination

In connection with the closing of the Business Combination, holders of 12,628,150 Class A ordinary shares sold in Haymaker’s initial public offering properly exercised their right to have their shares redeemed for a pro

rata portion of the trust account holding the proceeds from Haymaker’s initial public offering. On April 8, 2026, prior to the Domestication, Haymaker redeemed 12,628,150 Class A ordinary shares for $11.57 per share. As a result, on April 8, 2026, after giving effect to redemptions and payments to holders under prepaid forward agreements and before paying expenses, there was approximately $59 million remaining in the trust account.

Forward Purchase Agreement

Prior to the consummation of the Business Combination, on April 6, 2026, Haymaker and the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with each of Harraden Circle Investors, LP (“HCI”), Harraden Circle Special Opportunities, LP (“HCSO”), Harraden Circle Strategic Investments, LP (“HCSI”) and Harraden Circle Concentrated, LP (“HCC”) (with HCI, HCSO, HCSI, HCC, collectively as “Seller”) for a prepaid share forward transaction. Pursuant to the terms of the Forward Purchase Agreement, the Seller agreed to purchase up to 5,000,000 Shares (as defined in the Forward Purchase Agreement) in accordance with the terms and conditions therein. Pursuant to the Forward Purchase Agreement, the Seller was prepaid an aggregate cash amount (the “Prepayment Amount”) equal to the (i) number of Shares, multiplied by (ii) the per-share redemption price at the closing of the Business Combination (the “Initial Price”), directly from Haymaker’s trust account in connection with the closing of the Business Combination. From time to time and on any business day on which Nasdaq and commercial banks in the City of New York are open for business (an “Exchange Business Day”), following the closing of the Business Combination (any such date, an “OET Date”), and subject to the terms and conditions therein, the Seller is required to terminate the transaction in whole or in part with respect to any number of Shares that are sold by Seller on such OET Date by giving notice of such termination and the specified number of Shares (such quantity, the “Terminated Shares”). As of each OET Date, the Company will be entitled to receive from Seller, and Seller shall pay to the Company, an amount equal to (a) the Initial Price multiplied by (b) the Terminated Shares. The Forward Purchase Agreement maturity date will be the earlier of (a) six months after the closing of the Business Combination, or (b) 10 Exchange Business Days following the date upon which the Company, in its sole discretion, delivers written notice to Seller that the Company is accelerating the maturity date; provided that such notice will not be effective until three months after the closing of the Business Combination. In addition, the Company has the right, in its sole discretion, to extend the maturity up to two times by three months each time by delivering written notice to Seller at least 10 Exchange Business Days in advance of the then-scheduled maturity date. At maturity, in exchange for the return of the number of remaining Shares under the Forward Purchase Agreement, the Seller shall retain an amount equal to (i) the number of Shares multiplied by (ii) the Initial Price. The Seller also agreed to waive any redemption rights with respect to the Shares during the term of the Forward Purchase Agreement. As of May 6, 2026, the Seller has sold 2.32 million shares of Class A Common Stock and has paid to the Company an aggregate of approximately $26.9 million, pursuant to the terms of the Forward Purchase Agreement.

PIPE Investments

Debt Agreements

Term Loan

We entered into the Credit Agreement with the Lenders on July 29, 2024 providing for a five-year $130.0 million term loan agreement (“Initial Term Loan”) and amended the Credit Agreement on October 17,

2025 (“First Loan Amendment”) to increase the Initial Term Loan by $75.0 million (as amended, the “Term Loan”). Proceeds from the Initial Term Loan were used to partially fund the Concrete Acquisition. The Term Loan is secured by a first lien on substantially all personal property assets (“Collateral”), and the Lenders have the right in the future to request liens on any real property with an appraised value in excess of $2.0 million (“Material Real Property”). The Term Loan matures on July 29, 2029, at which time all advances are required to be paid in full. Interest accrues at the Secured Overnight Financing Rate (“SOFR”) plus an applicable margin ranging from 2.75% to 3.50%, resulting in an effective interest rate of approximately 7.3% and 7.7% as of December 31, 2025 and December 31, 2024, respectively.

On March 25, 2026, we entered into the Second Amendment to, among other things, permit the consummation of the Business Combination and giving effect to the closing of the Business Combination, to add Suncrete and SPAC as guarantors under the Amended Credit Agreement. On April 7, 2026, we and, giving effect to the closing of the Business Combination, Suncrete and SPAC, entered into the Third Amendment to, among other things, permit the forward purchase agreement entered into in connection with the Business Combination. On April 28, 2026, we entered into the Fourth Amendment to, among other things, permit the consummation of certain acquisitions, including the joinder to the Amended Credit Agreement of Purchaser Holdco.

Principal payments are due on the last day of each calendar quarter, as set forth below (in thousands):


December 31, 2025 through September 30, 2026	$	2,563
September 30, 2026 through September 30, 2027	$	3,844
September 30, 2027 and thereafter	$	5,125

Revolving Loan

The Credit Agreement also provided for a revolving loan (“Revolving Loan”) with a commitment and borrowing base of $15.0 million. The First Loan Amendment increased the commitment for the Revolving Loan by $10.0 million for a total commitment and borrowing base of $25.0 million. The Revolving Loan is secured by the Collateral, and the Lenders have the right in the future to request liens on Material Real Property. Balances outstanding under the Revolving Loan bear interest at the SOFR plus an applicable margin ranging from 2.75% to 3.50%, which was 7.4% and 7.7% as of December 31, 2025 and 2024, respectively. Principal and any accrued interest is due at maturity on July 29, 2029. At December 31, 2025, the Company had $3.0 million of borrowings outstanding under the Revolving Loan. In addition, a letter of credit in the amount of $0.5 million was outstanding, leaving $21.5 million available under the Revolving Loan.

Covenants

The Amended Credit Agreement includes customary affirmative and negative covenants that restrict our ability to, among other things, incur additional indebtedness, create liens, make certain investments, pay dividends and enter into sale-leaseback transactions, subject to customary exceptions. In addition, the agreement contains financial covenants, including a Consolidated Senior Leverage Ratio that must not exceed a specified threshold and a Fixed Charge Coverage Ratio that must exceed a specified minimum threshold. Both financial covenants are tested on a quarterly basis only if availability under the Revolving Loan falls below a defined minimum level. We were in compliance with all applicable financial and non-financial covenants as of December 31, 2025.

Equipment Notes

On December 30, 2025, we entered into an equipment financing facility (“Master Equipment Loan Agreement”) with Eagle Redi-Mix Concrete, LLC, Ram Transportation, LLC and Concrete Partners, LLC as co-borrowers which will provide for equipment to be financed pursuant to terms to be agreed upon and evidenced by promissory notes (“Equipment Notes”) to be entered into in the ordinary course of business on customary market terms. The Equipment Notes will be secured by the financed equipment.

As part of the Master Equipment Loan Agreement, we entered into a five-year $4.8 million equipment security note on December 30, 2025. Proceeds from the Equipment Loan were used to purchase concrete mixer equipment. As of December 31, 2025, the Company had $4.8 million outstanding on the Equipment Loan. The Equipment Loan bears interest at 6.6% per annum and matures on December 31, 2030.

Future Financings

We also anticipate entering into customary interest rate hedging arrangements from time to time as appropriate with one or more of the Lenders under our Amended Credit Agreement to address risks of interest rate fluctuations. Our obligations under such arrangements will be secured by the Collateral.

Predecessor Loans

On April 8, 2022, we entered into loan agreements that established a revolving credit facility with a commitment and borrowing base of $2.0 million and five term loans totaling $31.8 million (“Eagle Predecessor Loans”). The Eagle Predecessor Loans were secured against a first lien on substantially all assets of Eagle and Ram. The Eagle Predecessor Loans had varying maturity dates ranging from one year to ten years, at which time all advances were required to be paid in full. Interest accrued on the Eagle Predecessor Loans at a fixed rate of 3.7% and monthly payments of principal and interest were required until the maturity date of each loan. The Eagle Predecessor Loans were fully repaid upon consummation of the Concrete Acquisition on July 29, 2024.

On April 13, 2018, Schwarz Ready Mix, Schwarz Leasing and Schwarz Sand entered into a secured $4.5 million purchase money promissory note, bearing interest at a fixed rate of 4.75% per annum and providing for monthly instalments of principal payments. The note was repaid in full on March 5, 2025, prior to the consummation of the Thunder Acquisition, and was not assumed by the Company.

On May 30, 2018, Schwarz Ready Mix and Schwarz Sand entered into a secured Revolving Line of Credit evidenced by a promissory note (“Revolver Note”) for $3.0 million, which Revolver Note and Revolving Line of Credit were amended from time to time to provide for a final maturity date of June 30, 2026. Amounts outstanding under the Revolver Note accrued interest at a variable rate of interest per annum equal to the prime rate as published from day to day in the Wall Street Journal, but never less than 4.75% per annum. Amounts outstanding under the Revolver Note were secured by security interests in all assets of Schwarz Ready Mix and Schwarz Sand, including mortgages on certain Texas real property. The Revolver Note provided for repayments of principal through sweep account provisions requiring certain cash collections to be applied to repay the outstanding loan amounts. All outstanding amounts under the Revolver Line of Credit and Revolver Note were fully repaid prior to the consummation of the Thunder Acquisition on October 17, 2025.

On July 24, 2020, Schwarz Ready Mix and Schwarz Sand entered into a secured $2.9 million promissory note, bearing interest at a fixed rate of 3.75% per annum and providing for monthly instalments of principal payments. The note was repaid in full prior to the consummation of the Thunder Acquisition and was not assumed by the Company.

On March 22, 2022, Schwarz Ready Mix, Schwarz Leasing and Schwarz Sand entered into a secured $2.5 million purchase money promissory note, bearing interest at a fixed rate of 3.5% per annum and providing for monthly instalments of principal payments. The note was repaid in full prior to the consummation of the Thunder Acquisition and was not assumed by the Company.

On March 12, 2024, Schwarz Ready Mix, Schwarz Leasing and Schwarz Sand entered into a secured $3.0 million revolving credit promissory note, bearing interest at a fixed rate of 8.0% per annum and providing for monthly instalments of principal payments. The note was repaid in full prior to the consummation of the Thunder Acquisition and was not assumed by the Company.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with GAAP requires us to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from these estimates, and changes in these estimates are recorded when known. The accounting estimates and assumptions we consider to be the most significant to the financial statements are discussed below.

Impairment of Goodwill

Goodwill represents the excess of the purchase price over the fair value of net assets acquired and liabilities assumed in business combinations.

For purposes of the goodwill impairment assessment, assets are grouped into “reporting units.” A reporting unit is either an operating segment or a component of an operating segment, depending on how similar the components of the operating segment are to each other in terms of operational and economic characteristics.

As of December 31, 2025, we had one reporting unit for goodwill impairment testing purposes, which aligns with our single operating segment. We perform a qualitative assessment of relevant events and circumstances to evaluate the likelihood of goodwill impairment. If it is more likely than not that the fair value of the reporting unit is less than its carrying amount, we perform a quantitative analysis to determine the fair value of the reporting unit. If the fair value is less than the carrying amount, an impairment loss is recognized in an amount equal to the excess of the carrying value of goodwill over its implied fair value, limited to the total goodwill allocated to the reporting unit.

We performed a qualitative assessment as of December 31, 2025, 2024 and 2023, to determine whether it was more likely than not that the fair value of the reporting unit was greater than the carrying value of the reporting unit. Based on these qualitative assessments, we determined that the fair value of our reporting unit was more likely than not greater than the carrying value of the reporting units. As a result, no impairment of goodwill was recorded during any of the periods in the accompanying consolidated and combined financial statements.

Redeemable Preferred Units (Mezzanine Equity)

We have Senior Preferred Units and Company Preferred Units that are classified as mezzanine equity because certain redemption features are not solely within the Company’s control. These instruments are initially recorded at fair value and subsequently remeasured to their maximum redemption value at each reporting date, with accretion recorded through equity (and reflected as a reduction to net income attributable to common, as applicable). In 2025, aggregate accretion on the Senior Preferred and Preferred Units totaled $13.1 million. Because these instruments are deemed currently redeemable and are remeasured to their maximum redemption value, changes in capital structure or redemption provisions could significantly affect the amount of accretion recorded in future periods.

Impairment of Long-Lived Assets

We evaluate long-lived assets, including property, plant and equipment and amortizable intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability is assessed based on the undiscounted future cash flows expected to result from the use and eventual disposition of the asset group. If the carrying amount exceeds the estimated undiscounted cash flows, an impairment charge is recognized in the amount by which the carrying amount exceeds its fair value.

As of December 31, 2025, the carrying amount of property, plant and equipment was approximately $152.8 million, customer relationship intangibles totaled $71.4 million, and indefinite-lived trade name assets totaled $24.8 million. We evaluated our long-lived assets as of December 31, 2025 and 2024 for indicators of impairment and concluded that no impairment existed. To the extent impairment indicators were present, the estimated undiscounted cash flows for the applicable asset groups exceeded the carrying amounts by a substantial margin.

No impairment charges were recognized during the Successor Periods (May 22, 2024 through December 31, 2024 and the year ended December 31, 2025) or during the Predecessor periods presented. We will continue to monitor for potential triggering events in future periods, including changes in market conditions, operating performance, or utilization levels.

Business Combination Accounting

We account for business combinations using the acquisition method of accounting in accordance with ASC 805, which requires us to recognize the identifiable tangible and intangible assets acquired and liabilities assumed at their estimated fair values as of the acquisition date, other than leases and contract assets and liabilities acquired in connection with business combinations. The excess of the purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill.

We may adjust the amounts recognized in an acquisition during a measurement period after the acquisition date. Any such adjustments are the result of subsequently obtaining additional information that existed at the acquisition date regarding the assets acquired or the liabilities assumed. Measurement period adjustments are generally recorded as increases or decreases to goodwill, if any, recognized in the transaction. The cumulative impact of measurement period adjustments on depreciation, amortization and other income statement items is recognized in the period the adjustment is determined. The measurement period ends once we have obtained all necessary information that existed as of the acquisition date but does not extend beyond one year from the date of acquisition. Any adjustments to assets acquired or liabilities assumed beyond the measurement period, unless as a result of an error, are recorded through earnings.

Determining the fair values of assets acquired and liabilities assumed requires judgment and often involves the use of significant estimates and assumptions. We engage third-party appraisal firms when appropriate to assist in the fair value determination of assets acquired and liabilities assumed. Acquisition-related expenses and transaction costs associated with business combinations are expensed as incurred.

As part of the Thunder Acquisition completed in 2025, total purchase consideration was approximately $115.1 million, consisting of $95.1 million in cash and $20.0 million in equity. The allocation of purchase consideration was primarily to property, plant and equipment, customer relationship intangibles, trade name, and working capital, with no goodwill recognized. The fair value determination involved the use of Level 3 inputs such as forecasted cash flows and discount rates.

As part of the Concrete Acquisition completed in 2024, total purchase consideration was approximately $253.0 million, consisting of $189.2 million in cash and $63.8 million in equity. The allocation of purchase consideration was primarily to property, plant and equipment, customer relationship intangibles, trade name, and working capital, with approximately $79.5 million of goodwill recognized. The fair value determination involved the use of Level 3 inputs such as forecasted cash flows and discount rates.

In addition to the Concrete Acquisition, we completed the SMG assets acquisition in January 2024 for total purchase consideration of approximately $13.9 million, which was accounted for as a business combination. The allocation of purchase consideration was primarily to property, plant and equipment and other working capital,

with approximately $0.3 million of goodwill recognized. The fair value determination also involved the use of Level 3 inputs such as forecasted cash flows and discount rates.

The estimation of fair values of acquired assets and assumed liabilities is judgmental and requires various assumptions. Additionally, the amounts assigned to depreciable and amortizable assets compared to amounts assigned to goodwill, which is not amortized, can significantly affect our results of operations.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. Fair value is based upon assumptions that market participants would use when pricing an asset or liability. We use the following fair value hierarchy, which prioritizes valuation technique inputs used to measure fair value into three broad levels:

· Level 1: Quoted prices in active markets for identical assets and liabilities that the Company has the ability to access at the measurement date.

· Level 2: Inputs (other than quoted prices included within Level 1) that are either directly or indirectly observable for the asset or liability, including (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in inactive markets, (iii) inputs other than quoted prices that are observable for the asset or liability, and (iv) inputs that are derived from observable market data by correlation or other means.

· Level 3: Unobservable inputs for the asset or liability including situations where there is little, if any, market activity for the asset or liability.

The fair value hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable inputs (Level 3).

EFFECTS OF INFLATION AND PRICING

Given the cyclical nature of our industry, demand for and costs of service providers, as well as inflationary pressure in the broader economy, may adversely affect the prices we pay for various goods and services. The global economy is currently experiencing significant inflationary pressures resulting from rising commodities costs, tightening labor markets and supply chain shortages, as well as certain ongoing geopolitical conflicts. We continue to monitor the situation and assess its impact on our business. We expect to continue to build on our technical expertise and operational efficiencies and synergies to mitigate inflationary and cost pressures as they may arise.

NEW ACCOUNTING PRONOUNCEMENTS

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands income tax disclosure requirements, including enhanced rate reconciliation and income taxes paid disclosures. The standard is effective for fiscal years beginning after December 15, 2024, and is to be applied prospectively. As a limited liability company, we currently operate as a pass-through entity and do not expect a material impact upon adoption.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires additional disaggregated disclosure of prescribed expense categories. The standard is effective for fiscal years beginning after December 15, 2026, and is to be applied prospectively. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

Large accelerated filer

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Smaller reporting company

Emerging growth company

Suncrete, Inc. S-1