8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):April 29, 2026

Suncrete, Inc.

(Exact name of registrant as specified in its charter)

817 E. 4th StreetTulsa, Oklahoma 74120

(Address of principal executive offices, including zip code)

(918) 355-5700

Registrant’s telephone number, includingarea code

Not

Applicable

(Formername or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

On April 29, 2026, Suncrete, Inc., a Delaware corporation (the “Company”), issued an aggregate of 259,291 shares of Class A Common Stock, par value $0.0001 per share, of the Company (“Class A Common Stock”) in connection with the acquisition of a ready-mix company. The acquisition agreement provides for an earnout of up to $10 million, which the Company and its subsidiaries have the option (in its sole discretion) to pay in cash or satisfy through the Company’s issuance of additional shares of Class A Common Stock at a future average closing stock price, subject to certain limitations. The issuance of the closing shares was made, and the issuance of any shares in satisfaction of the earnout will be made, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder, as a transaction not involving a public offering.

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.