Suncrete (RMIX) SEC Filings

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

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

Suncrete, Inc. (RMIX) director Andrew R. Heyer reported securities distributed by Haymaker Sponsor IV LLC to its members on October 8, 2026. The Sponsor distributed all of its Suncrete securities, including 3,564,267 Class A Common Stock shares and 75,000 private placement warrants, with no consideration paid.

The reported indirect dispositions were 2,211,343 shares and 56,747 warrants; reported indirect holdings afterward were 229,254 shares and 18,253 warrants. Heyer held 1,171,670 shares directly afterward, including 1,123,670 received in the distribution and 48,000 restricted shares. Heyer is the Sponsor’s managing member and disclaims beneficial ownership of Sponsor securities except to the extent of his pecuniary interest; he also disclaims ownership of securities held by his spouse and a grantor retained annuity trust.

Suncrete, Inc. (RMIX) reports that Haymaker Sponsor IV LLC distributed all Suncrete securities it held on October 8, 2026: 3,564,267 shares of Class A common stock and 75,000 private placement warrants. The securities went to its members pro rata for no consideration, leaving the sponsor with no issuer securities.

Afterward, Andrew R. Heyer, a Suncrete director and sponsor managing member, reported beneficial ownership of 1,363,167 shares (2.8%), including 15,645 shares issuable upon exercise of warrants held by Heyer Investment Management, LLC. Steven J. Heyer, a sponsor managing member, reported beneficial ownership of 309,774 shares (0.6%), including shares held by a trust for which he is a trustee; he disclaims beneficial ownership of those trust securities except to the extent of his pecuniary interest. Each reporting person ceased to be a beneficial owner of more than 5%.

Suncrete, Inc. (RMIX) is the issuer whose Class A common stock Wasatch Advisors reported beneficially owning 2,347,710 shares, or 4.8%, as of September 30, 2026. Wasatch Advisors reported sole voting power over 2,168,782 shares and sole dispositive power over 2,347,710 shares, with no shared voting or dispositive power.

Suncrete, Inc. is registering up to 52,299,704 shares of Class A Common Stock and 473,800 warrants under a prospectus supplement that incorporates its latest quarterly report. The registered shares include stock issuable upon conversion of Class B shares, exercise of warrants and pre-funded warrants, conversion of Series A preferred stock, and exchange of Holdco Class B shares.

For the quarter ended June 30, 2026, Suncrete reported $97.2 million in revenue (six-month revenue $159.1 million) and a net loss attributable to common stockholders of $48.9 million, driven by acquisition-related expenses and a $26.9 million non-cash charge tied to Class B shares issued to an affiliated equity holder. Total assets were $699.4 million, including $254.3 million of property, plant and equipment and $153.0 million of goodwill, and total debt was $220.0 million. Cash and cash equivalents were $28.6 million.

During the first half of 2026 the company completed five acquisitions with aggregate consideration of $233.9 million, expanding across Texas, Louisiana, Arkansas, Missouri and Mississippi. Suncrete is a Nasdaq-listed, controlled company; the SunTx Group held approximately 82.1% of voting power as of August 10, 2026. The company also qualifies as an emerging growth company, using reduced reporting requirements.

Alyeska Investment Group, L.P., Alyeska Fund GP, LLC and Anand Parekh report beneficial ownership of 4,698,049 shares of Suncrete, Inc. Class A common stock, representing 9.90% of the outstanding shares as of June 30, 2026. All voting and dispositive power over these shares is reported as shared, with no sole voting or dispositive power.

The position consists of 3,464,007 common shares (including 3,452,829 acquired in a private placement) and 1,234,042 shares issuable upon exercise of pre-funded warrants. Although the reporting persons hold pre-funded warrants exercisable for 2,525,094 shares, a 9.9% beneficial ownership limitation restricts additional exercises based on 47,455,043 shares outstanding. The filing notes the position is held by Alyeska Master Fund, L.P., with Alyeska Investment Group exercising voting and investment control.

Suncrete, Inc. reports rapid top-line expansion alongside a sizeable net loss for the quarter ended June 30, 2026, driven by heavy acquisition and transaction activity. Revenue for the quarter rose to $97.2 million from $39.5 million a year earlier, with six‑month revenue at $159.1 million versus $77.2 million, reflecting a much larger ready‑mix and concrete products footprint after multiple deals.

Despite higher gross profit of $28.3 million for the quarter, Suncrete posted a quarterly net loss attributable to common stockholders of $48.9 million (loss per share $0.72) and a six‑month loss of $54.5 million. Results were impacted by $26.9 million of non‑cash expense for Class B shares issued to an affiliated equity holder, $13.1 million of acquisition‑related costs year‑to‑date, and higher interest expense.

Suncrete closed a SPAC-related reverse recapitalization, PIPE financing, and five acquisitions with aggregate consideration of about $233.9 million, lifting total assets to $699.4 million and goodwill to $153.0 million. Cash rose to $28.6 million, helped by $167.1 million of PIPE proceeds and net business-combination inflows, while operating activities used $12.4 million of cash and acquisitions used $184.0 million. Total debt stands at $220.0 million, including $189.2 million of term loans and $22.0 million drawn on a $50.0 million revolver, plus a new $175.0 million delayed draw term facility that remains undrawn; the company was in covenant compliance.

Suncrete, Inc. received an amended Schedule 13G reporting updated ownership by Harraden Circle Investments, LLC and Frederick V. Fortmiller, Jr. in its Class A common stock. The reporting persons beneficially own 783,260 shares, representing 3.8% of the class.

All of these shares are held with shared voting and dispositive power and no sole power. The holdings are for the accounts of several Harraden Circle funds, which have rights to dividends and sale proceeds on these securities. An internal reorganization effective June 30, 2026 resulted in certain former reporting persons no longer being beneficial owners, and this Amendment is characterized as an exit filing because the reporting persons have ceased to be beneficial owners of more than five percent of Suncrete’s Class A shares.

Suncrete, Inc. reported that it has furnished a press release announcing financial results for the quarter ended June 30, 2026. The press release is included as Exhibit 99.1 and is incorporated by reference, but is not deemed filed for liability purposes under Section 18 of the Exchange Act.