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Get filing alertsSuncrete acquires Nelson Bros. Ready Mix for $42.3M cash plus 1.3M shares
Filed May 7, 2026 · Period ending May 6, 2026 · ~1 min read
Key Changes
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Suncrete closed acquisition of Nelson Bros. Ready Mix and R&R Trucking for $42.3M cash plus 1,296,456 Class A shares, expanding concrete manufacturing and trucking operations in Texas.
Item 1.01 verify on EDGAR → -
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Sellers eligible for up to $18M earnout over 5 years based on materials spread targets, with up to 50% payable in stock. This creates potential for additional dilution if targets are met.
Item 1.01 verify on EDGAR → -
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Stock consideration issued under private placement exemptions (Section 4(a)(2) and Rule 506), meaning shares were not registered with SEC and went to accredited investors.
Item 3.02 verify on EDGAR → -
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Financial statements of acquired business and pro forma financials will be filed within 71 days via amendment to this 8-K, standard practice for acquisitions.
Item 9.01 verify on EDGAR →
Summary
Suncrete completed a significant acquisition on May 6, 2026, purchasing Nelson Bros. Ready Mix and its trucking subsidiary for $42.3 million in cash plus approximately 1.3 million shares of Class A Common Stock.
The acquired businesses operate in concrete manufacturing, production, sales, and trucking operations for concrete materials in Texas, representing a strategic expansion of Suncrete's existing concrete operations. The deal includes a performance-based earnout that could add up to $18 million in additional payments over five years if the acquired companies hit specified materials spread targets.
Retail investors should note the immediate dilution from the 1.3 million shares issued, plus potential future dilution if earnout targets are met and paid partially in stock. The $42.3 million cash payment is substantial and investors should assess how this was financed and its impact on the company's balance sheet. The company is using the standard 71-day extension to file the acquired business's financial statements and pro forma results. Watch for the amended 8-K filing within 71 days, which will reveal the acquired business's historical financial performance and show pro forma results as if the acquisition had occurred earlier. This information will be critical to assess whether the purchase price was reasonable and how the deal affects Suncrete's overall financial profile and earnings power.
Section-by-Section Diff
Event · Item 3.02 — Unregistered Sales of Equity Securities
Item 3.02 — Unregistered Sales of Equity Securities filed; see Key Changes for terms.
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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.
Suncrete issued shares as consideration for a transaction (referenced in Item 1.01, not provided in this excerpt) without registering them with the SEC. The company relied on private placement exemptions under Section 4(a)(2) and Rule 506 of Regulation D, which allow sales to accredited investors without public registration. Additional earnout shares may be issued in the future under the same exemption.
Event · Item 7.01 — Regulation FD Disclosure
Company announced closing of an acquisition via press release furnished under Regulation FD.
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On May 7, 2026, the Company issued a press release announcing the closing of the Acquisition.
The company disclosed that it has completed an acquisition. The 8-K references 'the Acquisition' without providing details about the target, purchase price, or strategic rationale in the body text. The press release furnished as Exhibit 99.1 likely contains additional details, but those are not included in the 8-K body provided.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
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 Company completed the acquisition of Nelson Bros. Ready Mix and its trucking subsidiary on May 6, 2026. The acquired businesses operate in concrete manufacturing, production, sales, and trucking operations for concrete materials.
Added in current filing · verify on EDGAR →
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.
Sellers can earn up to an additional $18 million over five years if the acquired businesses hit specified materials spread targets measured quarterly. Up to half of any earnout can be paid in stock rather than cash, subject to Nasdaq rules.
Event · Item 2.01 — Completion of Acquisition or Disposition of Assets
Suncrete completed an acquisition or disposition of assets, with details incorporated by reference from Item 1.01.
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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.
The company disclosed the completion of an acquisition or disposition of assets under Item 2.01. The filing references Item 1.01 for full details of the transaction, but Item 1.01 content is not provided in this excerpt, making it impossible to assess the nature, size, or terms of the transaction.
Event · Item 9.01 — Financial Statements and Exhibits
Suncrete disclosed an acquisition via Membership Interest Purchase Agreement dated May 6, 2026, with financial statements to follow within 71 days.
Added in current filing · verify on EDGAR →
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.
Suncrete's subsidiary Hope Concrete, LLC acquired membership interests from multiple sellers including Randell R. Owens, Ronda A. Owens, JAO, LLC, and Owens Regional Investments, LLC on May 6, 2026. The purchase agreement is attached as Exhibit 2.1, though certain schedules and exhibits have been omitted per SEC rules. This represents a material business combination requiring subsequent filing of financial statements and pro forma information within 71 days.
Added in current filing · verify on EDGAR →
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.
Suncrete is utilizing the 71-day extension permitted under SEC rules to file the acquired business's financial statements. This is standard practice for acquisitions where target financials are not immediately available, but investors should monitor for the amended filing to assess the acquisition's financial impact.
Added in current filing · verify on EDGAR →
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.
Pro forma financial information showing the combined entity's results as if the acquisition had occurred earlier will be filed within 71 days. This information is critical for investors to understand how the acquisition affects Suncrete's consolidated financial position and operating results.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 1, 2026 · How we verify