Suncrete (Nasdaq: RMIX) acquires Nelson Bros. Ready Mix in Texas expansion
Rhea-AI Filing Summary
Suncrete, Inc., through its subsidiary Hope Concrete, completed the acquisition of Nelson Bros. Ready Mix, LLC and R & R Trucking LLC in Texas. The deal consideration includes $42.3 million in net cash at closing and 1,296,456 shares of Class A common stock issued to the sellers.
The sellers may also receive an additional contingent earnout of up to $18.0 million, based on a trailing twelve-month materials spread target measured over a five-year period, with up to half of any earnout payable in Suncrete stock. Nelson Bros. operates nine ready-mix plants and 124 mixer trucks across eight North Texas markets, expanding Suncrete’s Hope Concrete platform around Dallas–Fort Worth.
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Insights
Suncrete adds a sizable Texas ready-mix platform using cash, stock and an earnout.
Suncrete is acquiring Nelson Bros. Ready Mix and R & R Trucking for a mix of $42.3 million cash and 1,296,456 Class A shares, plus up to $18.0 million in contingent earnout. Nelson Bros. brings nine plants and 124 mixer trucks across eight North Texas markets under the Hope Concrete platform.
The earnout is tied to a specified trailing twelve-month materials spread target over a five-year period, aligning part of seller compensation with post-closing performance. Up to 50% of any earnout may be paid in stock at a future average price, subject to Nasdaq rules and contractual limits.
The acquisition expands Suncrete’s footprint around the Dallas–Fort Worth area in infrastructure, commercial and residential concrete. Actual financial impact will depend on integration execution and the Acquired Companies’ ability to meet the materials spread target; full historical and pro forma financials are expected in later amendments.
8-K Event Classification
Key Figures
Key Terms
Membership Interest Purchase Agreement financial
contingent earnout payment financial
Section 4(a)(2) of the Securities Act of 1933 regulatory
Rule 506 of Regulation D regulatory
Regulation FD Disclosure regulatory
materials spread target financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement
Membership Interest Purchase Agreement
On May 6, 2026, Suncrete, Inc., a Delaware corporation (the “Company”), through its subsidiary Hope Concrete, LLC, a Texas limited liability company (“Purchaser”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) and related agreements with the owners of Nelson Bros. Ready Mix, LLC, a Texas limited liability company (the “Target”), to acquire 100% of the ownership interests of Target and its subsidiary, R & R Trucking LLC, a Texas limited liability company (collectively with the Target, the “Acquired Companies”). The 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 Acquired Companies pursuant to the Purchase Agreement (the “Acquisition”). The owners of the Acquired Companies who are also parties to the 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 “Sellers”), and Jacob Owens in his capacity as representative of the Sellers.
The aggregate consideration for the Acquisition consisted of (i) 1,296,456 shares of Class A Common Stock, par value $0.0001 per share, of the Company (“Class A Common Stock”) issued to the Sellers (the “Stock Consideration”) and (ii) a $42.3 million net cash payment at closing. In addition, the 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 Acquired Companies, measured as of the end of any full calendar quarter ending during the five-year period following the closing of the Acquisition, with Purchaser having the option to satisfy up to 50% of any such earnout payment by issuing shares of Class A Common Stock in lieu of cash (the “Earnout Stock Consideration”) at a future average closing stock price, subject to applicable Nasdaq listing rules and other limitations on the issuance of Earnout Stock Consideration set forth in the Purchase Agreement.
The Purchase Agreement contains customary representations, warranties and covenants of the Sellers and Purchaser. The representations and warranties set forth in the Purchase Agreement were made solely for the benefit of the parties thereto, and (i) should not be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate, (ii) may have been qualified in the Purchase Agreement by disclosures that were made to the other parties in accordance with the Purchase Agreement, (iii) may apply contractual standards of “materiality” that are different from “materiality” under applicable securities laws, and (iv) were made only as of the dates specified in the Purchase Agreement. Investors and security holders should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company, Purchaser, the Acquired Companies or their respective subsidiaries or affiliates.
The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
The information set forth in this Current Report on Form 8-K under Item 1.01 regarding the Acquisition is incorporated herein by reference in its entirety.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth under Item 1.01 of this Current Report on Form 8-K regarding the Stock Consideration and the Earnout Stock Consideration is incorporated herein by reference in its entirety.
The issuance of the Stock Consideration was made, and the issuance of the Earnout Stock Consideration, if any, will be made, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”), and/or Rule 506 of Regulation D promulgated thereunder, as a transaction not involving a public offering.
Item 7.01 Regulation FD Disclosure
On May 7, 2026, the Company issued a press release announcing the closing of the Acquisition. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated by reference herein.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will not be incorporated by reference into any filing under the Securities Act or the Exchange Act unless specifically identified therein as being incorporated therein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The Company intends to file any financial statements required by Item 9.01(a) with respect to the Acquisition described in Item 2.01 of this Current Report by amendment to this Current Report as soon as practicable and, in any event, not later than 71 days after the date on which this Current Report is required to be filed pursuant to Item 2.01.
(b) Pro Forma Financial Information.
The Company intends to file any pro forma financial information required by Item 9.01(b) with respect to the Acquisition described in Item 2.01 of this Current Report by amendment to this Current Report as soon as practicable and, in any event, not later than 71 days after the date on which this Current Report is required to be filed pursuant to Item 2.01.
(d) Exhibits
| Exhibit No. |
Description | |
| 2.1* | Membership Interest Purchase Agreement, dated May 6, 2026, by and among Randell R. Owens, Ronda A. Owens, JAO, LLC, and Owens Regional Investments, LLC, as sellers, Jacob Owens, as sellers representative, and Hope Concrete, LLC, as purchaser. | |
| 99.1 | Press Release, issued May 7, 2026 (furnished pursuant to Item 7.01). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission or its staff upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SUNCRETE, INC. | |||
| Date: May 7, 2026 | By: | /s/ Randall Edgar | |
| Name: | Randall Edgar | ||
| Title: | Chief Executive Officer | ||
Exhibit 99.1
 | NEWS RELEASE |
Suncrete, Inc. Completes Texas Acquisition of
Nelson Bros. Ready Mix, LLC
Company Adds New Texas Markets to Expanding Footprint Under Its
Platform Company Hope Concrete
Tulsa, OK, May 7, 2026 – Suncrete, Inc. (Nasdaq: RMIX) (“Suncrete” or the “Company”), a ready-mix concrete logistics and distribution platform strategically located in Oklahoma, Arkansas, Louisiana and Texas, today announced closing the acquisition of Nelson Bros. Ready Mix, LLC (“Nelson Bros.” or “NBR”), a leading ready-mix company operating 9 ready-mix plants and 124 mixer trucks in eight markets across North Texas. Nelson Bros., Suncrete’s second acquisition in Texas, expands the Company’s footprint under its platform company Hope Concrete, entering fast-growing markets surrounding the Dallas and Fort Worth metropolitan area.
Randall Edgar, Suncrete’s Chief Executive Officer, stated, “We are pleased to welcome Nelson Bros. to Suncrete as the newest addition to our Texas platform, Hope Concrete. Since 1951, Nelson Bros. has built a strong reputation across its communities through an unwavering commitment to quality, service, and integrity. Headquartered in Lewisville, with operations spanning seven additional Texas cities, NBR provides critical ready-mix services for infrastructure, commercial and residential customers with exceptional reliability and service. NBR is also a proud partner of the Dallas Cowboys. Their experienced operators, deep local market expertise, and long-standing customer relationships will further strengthen our organization and support our continued growth across Texas.”
Randy Owens, Nelson Bros.’ Owner and President, added, “My family and I are very grateful to our employees, customers, and vendors that have helped build our company over the past 75 years. This opportunity allows us to continue focusing on growth without sacrificing service, while working alongside trusted partners that share our cultural values. We’re excited about the future with Suncrete and the Hope team and look forward to growing together for years to come.”
About Suncrete
Suncrete is a pure-play ready-mix concrete company strategically positioned across Oklahoma, Arkansas, Louisianna and Texas, with plans to continue expanding throughout the rapidly growing and economically resilient U.S. Sunbelt region. Suncrete is a scalable and vertically integrated logistics and distribution platform operating as a mission-critical partner in the construction value chain. The Company operates batching plants, a dedicated fleet of owned mixer trucks and a tech-enabled dispatch infrastructure supporting a diversified customer base across public infrastructure, commercial and residential sectors. Headquartered in Tulsa, Oklahoma, Suncrete operates under a decentralized plant network strategy with regionally centralized oversight of pricing, customer relationships and fleet utilization with consistent customer engagement across markets to deliver products on time and on spec. Suncrete’s local market leadership, scale and integrated logistics position it as a trusted partner in some of the nation’s most attractive, fastest growing, and most resilient construction markets. The Company is well-aligned to benefit from ongoing population growth, urbanization trends and infrastructure investment across the Sunbelt. To learn more, visit www.suncrete.com.
Suncrete - News Release
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Cautionary Statement Regarding Forward-Looking Statements
Certain statements herein that are not historical facts constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally can be 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. Examples of forward-looking statements include, but are not limited to, statements regarding the Company’s acquisition strategy and statements relating to the benefits of the business acquisition. 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. Important factors that could cause actual results to differ materially from those expressed in the forward-looking statements include, but are not limited to, the Company’s ability to realize the anticipated benefits of the business acquisition, the Company’s ability to integrate the acquired business’s operations into the existing operations of the Company, and the other risks described in the Company’s filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events, or circumstances or other changes affecting such statements except to the extent required by applicable law.
Suncrete Investor Contact:
Rick Black
Dennard Lascar Investor Relations
Suncrete@DennardLascar.com
(713) 529-6600
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