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.
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.
Suncrete, Inc. is registering 52,299,704 shares of Class A common stock and 473,800 warrants in a mixed primary and resale offering. Most shares are being registered for resale by existing holders, while the company would only receive cash proceeds if the 473,800 warrants are exercised, generally at $11.50 per share. The Class A shares covered here, including those issuable from Class B stock, warrants, pre-funded warrants, preferred stock and Holdco rollover securities, represent about 70.1% of total fully diluted common stock as of May 5, 2026. Suncrete operates a ready-mix concrete logistics platform across Oklahoma, Arkansas, Texas and Louisiana and has recently expanded through multiple Sunbelt acquisitions following its business combination with SPAC Haymaker Acquisition Corp. 4.
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.
FMR LLC reports beneficial ownership of 7,031,965 shares of Suncrete Inc. Class A common stock, representing 15.0% of the class as of 04/30/2026. The filing states FMR LLC has sole voting power and sole dispositive power over the 7,031,965 shares. The filing notes other persons may have rights to dividends or sale proceeds but no other person holds more than 5%.
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.
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.
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.
Suncrete, Inc. director and 10% owner Ned N. Fleming III reported his equity holdings and a new equity grant. The filing shows indirect interests in Class B Common Stock held through Dothan Independent GP, LP and Dothan Concrete Investors, LLC, which are convertible into Class A Common Stock and carry 10 votes per share.
Fleming received a grant of 144,000 restricted shares of Class B Common Stock with time-based vesting under the Suncrete, Inc. 2026 Omnibus Incentive Plan. These shares vest in two tranches: 96,000 shares on April 20, 2028 and 48,000 shares on April 20, 2029, if he continues providing services, and he has sole voting power over this award.
The filing also notes indirect holdings of Private Placement Warrants linked to 398,800 shares of Class A Common Stock at an exercise price of $11.50 per share, expiring on April 8, 2031. Fleming disclaims beneficial ownership of certain indirect holdings except to the extent of his pecuniary interest.
Suncrete, Inc. director Andrew R. Heyer reported new and existing equity holdings. He received a grant of 48,000 restricted shares of Class A Common Stock at no cost under the Suncrete, Inc. 2026 Omnibus Incentive Plan. These shares vest over time.
According to the award, 32,000 shares vest on April 20, 2028 and 16,000 on April 20, 2029, if he continues providing services, and he has sole voting power over these shares. The filing also shows indirect holdings of 3,564,267 Class A shares and 75,000 private placement warrants through Haymaker Sponsor IV, LLC, plus 200,000 restricted stock units that can convert into Class A shares.