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Suncrete, Inc. 8-K Filings

RMIX NASDAQ

Every 8-K that Suncrete, Inc. (RMIX) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow RMIX and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full RMIX filings page.

Rhea-AI Summary

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.

Rhea-AI Summary

Suncrete, Inc. amended its senior credit agreement to expand financing capacity for acquisitions. The revolving credit facility doubled from $25.0 million to $50.0 million and the company added a $175.0 million delayed draw term loan maturing on July 29, 2029.

The delayed draw facility allows up to 10 borrowings of at least $5.0 million each through the earlier of December 31, 2027 or when commitments are fully reduced, with proceeds restricted to refinancing and funding permitted acquisitions and related costs. As of the effective date, $22.0 million was outstanding on the revolver and $189.2 million on the term loan, with no delayed draw borrowings.

The amendment also revises covenants and definitions, including shifting to a minimum consolidated senior net leverage ratio of 4.00-to-1.00 through June 30, 2027 and 3.50-to-1.00 thereafter, raising the “Material Acquisition” threshold to $50.0 million, and carving out up to $400.0 million of equity proceeds earmarked for acquisitions from certain mandatory prepayments.

Rhea-AI Summary

Suncrete, Inc. reported that it acquired Newoods, Inc., which does business as ABC Block Company, a concrete product supplier, through an indirect wholly owned subsidiary on June 8, 2026. The deal consideration includes $27.2 million in cash, subject to adjustments in the purchase agreement, plus 587,726 shares of Suncrete Class A common stock.

The stock issued in the transaction was not registered with the SEC but was issued as a private offering in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D. This combination of cash and equity expands Suncrete’s concrete products footprint by adding ABC Block Company to its operations.

Rhea-AI Summary

Suncrete, Inc., a ready-mix concrete logistics and distribution company focused on the U.S. Sunbelt, announced a dual listing of its Class A common stock on Nasdaq Texas. The company will keep its primary listing on The Nasdaq Global Market and begin trading on Nasdaq Texas on May 27, 2026 under the same ticker, RMIX.

Management describes Texas as a key part of Suncrete’s growth story, highlighting recent acquisitions of Hope Concrete and Nelson Bros Ready Mix that have expanded its footprint in the state. The company emphasizes long-term commitment to Texas, citing strong population growth, infrastructure and commercial development, and a favorable operating environment as attractive drivers for its construction-focused business. The dual listing is not expected to affect investors’ ability to buy or sell Suncrete shares.

Rhea-AI Summary

Suncrete, Inc. filed an amended current report to confirm that its previously approved change of independent auditor is now effective. After filing its Form 10-Q for the quarter ended March 31, 2026, the company dismissed WithumSmith+Brown, PC and appointed Grant Thornton LLP as its independent registered public accounting firm.

The filing states that Withum’s prior report on the December 31, 2025 financial statements contained no adverse or qualified opinion, but did include a paragraph noting substantial doubt about the company’s ability to continue as a going concern due to liquidity and dissolution. Suncrete reports no disagreements or reportable events with Withum and notes that Withum has provided a letter to the SEC agreeing with the company’s disclosures.

Rhea-AI Summary

Suncrete, Inc. filed Amendment No. 2 to a prior current report to add detailed financial information for its acquisition of Hope Concrete, LLC and related subsidiaries. The amendment provides Hope Concrete’s unaudited consolidated financial statements and unaudited pro forma condensed combined financials for Suncrete.

For the three months ended March 31, 2026, Hope Concrete reported net sales of $14.6 million and net income of $0.9 million, with total assets of $71.0 million and member’s equity of $26.5 million. The statements also show significant debt financing, finance lease obligations for key facilities and equipment, and related-party arrangements, including management services, equipment leases, and a sale‑leaseback of real estate.

Rhea-AI Summary

Suncrete, Inc. filed Amendment No. 2 to its Form 8-K to add updated historical and pro forma financial information tied to its Nelson Bros. Ready Mix acquisition and other recent deals. The filing includes unaudited financial statements for Nelson Bros. for the three months ended March 31, 2026 and 2025, showing 2026 sales of $15,456,534 and a net loss of $2,092,521, with total assets of $62,383,590 and liabilities of $47,668,563. It also presents unaudited pro forma condensed combined statements that illustrate how Suncrete’s results would look if the SPAC business combination, the Thunder Acquisition, the Hope Concrete Acquisition and the Nelson Bros. Acquisition had occurred earlier, including pro forma combined revenue of $91,844 (in $000’s) and a net loss of $6,759 (in $000’s) for the three months ended March 31, 2026, and revenue of $429,390 (in $000’s) with a net loss of $20,188 (in $000’s) for 2025.

Rhea-AI Summary

Suncrete, Inc. filed an amended report to add updated first-quarter 2026 financials for Concrete Partners Holding (CPH) and Haymaker following their completed business combination. CPH generated $61.8 million in revenue, up 64% year over year, but posted a net loss of $1.7 million.

Adjusted EBITDA was $10.2 million, with a 16.5% margin, as results reflected the Thunder Acquisition, which contributed about $18.3 million of revenue. CPH held $389.3 million in total assets and $200.8 million of debt, anchored by a $191.8 million term loan.

The filing also describes Suncrete’s reverse recapitalization with Haymaker, which generated approximately $226.0 million in gross proceeds and converted legacy preferred units into Suncrete equity. Subsequent acquisitions in Texas and Louisiana added multiple ready-mix platforms using a mix of cash and Class A common stock.

Rhea-AI Summary

Suncrete, Inc. reported strong top-line growth but a swing to loss for Q1 2026. Revenues rose 64% to $61,829 thousand from $37,739 thousand, driven by higher ready-mix concrete volumes, which increased 58% year over year. Net results shifted to a loss of $1,748 thousand from income of $1,067 thousand, as selling, general and administrative expenses and interest costs grew significantly.

Adjusted EBITDA increased to $10,171 thousand from $8,119 thousand, while Supplemental Adjusted EBITDA rose to $10,871 thousand from $8,775 thousand, though margins narrowed. Management introduced 2026 guidance, projecting Adjusted EBITDA between $68,200 thousand and $92,800 thousand and Supplemental Adjusted EBITDA between $71,400 thousand and $96,000 thousand, incorporating recent Texas and Louisiana acquisitions. The company also highlighted its recent Nasdaq listing and ongoing acquisition-focused growth strategy across the Sunbelt.

Rhea-AI Summary

Suncrete, Inc. filed an amended current report to add audited financial statements for its acquired business, Hope Concrete, LLC, and related pro forma results. Hope Concrete reported 2025 net sales of $56.6 million, down from $70.7 million in 2024, with 2025 net income of $0.6 million versus $3.7 million a year earlier. As of December 31, 2025, Hope Concrete had total assets of $69.5 million, liabilities of $44.0 million, and member’s equity of $25.6 million. Operating cash flow for 2025 was $1.3 million, while investing activities used $5.9 million, largely for capital spending and related-party receivables, and financing activities provided $1.8 million mainly from new debt.

Rhea-AI Summary

Suncrete, Inc. filed an amended report to add full financials for its recent Nelson Bros. Ready Mix acquisition and show how multiple deals affect the combined company. The filing includes audited 2025 and 2024 results for Nelson Bros. and detailed pro forma statements.

Nelson Bros. generated 2025 sales of $102.5 million, down from $143.9 million in 2024, and reported a 2025 net loss of $2.0 million. Pro forma 2025 results for Suncrete, reflecting the SPAC merger, Thunder, Hope Concrete, and Nelson Bros. acquisitions, show combined revenue of $429.4 million and a net loss of $20.3 million, or $0.27 per share.

Rhea-AI 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.

Rhea-AI Summary

Suncrete, Inc. issued 259,291 shares of Class A common stock in connection with acquiring a ready-mix company. This stock issuance serves as part of the purchase price for the deal.

The acquisition agreement also includes an earnout of up to $10 million, which Suncrete may, at its sole discretion, pay in cash or by issuing additional Class A shares based on a future average closing stock price, subject to stated limitations. Both the closing-share issuance and any future earnout-related share issuances rely on private offering exemptions under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D.

Rhea-AI Summary

Suncrete, Inc. has completed the acquisition of Hope Concrete, LLC and its Louisiana subsidiaries, giving Suncrete an immediate presence in Texas and Louisiana. The Hope Companies operate 10 ready-mix plants and 88 mixer trucks in North Texas and Southern Louisiana.

Deal consideration included a net closing cash payment of $39,377,232.21, 220,007 shares of Suncrete Class A common stock issued to Michael Mikytuck, and 69,511 nonvoting Class B shares of Purchaser Holdco issued to Foley Bros., LLC, exchangeable into 695,110 Suncrete Class A shares. Mr. Mikytuck applied $2,545,480.52 of his consideration to subscribe for his rollover shares.

The equity issued in connection with the transaction, including the Mikytuck and Foley rollover securities and the future exchangeable shares, relies on private offering exemptions under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D. Suncrete plans to file required historical and pro forma financial statements for the acquired business by amendment within the SEC’s 71-day window.

Rhea-AI Summary

Suncrete, Inc. expanded its Board of Directors on April 20, 2026, increasing the number of directors from seven to nine and appointing Charles Owens and Noreen Skelly. Owens will serve as a Class I director through the 2027 annual meeting, and Skelly as a Class II director through the 2028 annual meeting.

Both were also named to the Audit Committee, where Skelly will serve as Chair, and each has been determined to be an independent director under SEC and Nasdaq rules. On the same date, Suncrete granted restricted stock awards to its non-employee directors under the 2026 Omnibus Incentive Plan, including 144,000 shares of Class B common stock to Ned N. Fleming, III and 48,000-share awards to several other directors.

The restricted stock vests two-thirds on the second anniversary and one-third on the third anniversary of the grant date, subject to continued service. These director equity awards constitute unregistered sales of equity securities made in reliance on exemptions under Section 4(a)(2) of the Securities Act and/or Regulation D.

Rhea-AI Summary

Suncrete, Inc. completed its previously announced business combination with Haymaker Acquisition Corp. 4, turning the former SPAC into an operating company focused on Suncrete’s concrete business. The transaction involved a Cayman-to-Delaware domestication, two mergers and a redemption of all public SPAC warrants for $2.25 in cash plus 0.075 Haymaker Class A share per warrant.

At closing, Suncrete members received 14,117,894 shares of Class A common stock, 3,481,776 restricted Class A shares and 18,414,609 Class B shares, while Dothan Independent received 2,500,000 Class B shares. A PIPE financing of $167.1 million was completed through 17,378,676 Class A shares and 2,525,094 pre-funded warrants, and 26,000 shares of Series A Convertible Perpetual Preferred Stock were issued in exchange for senior preferred units. After redemptions and closing adjustments, approximately $59 million remained in the SPAC trust, and the combined company had 46,879,768 Class A and 23,714,609 Class B shares outstanding, plus 398,800 Company warrants. Class A common stock now trades on Nasdaq under the symbol “RMIX”.