S-1
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As filed with the Securities and Exchange Commission on May 8, 2026.
Registration No. 333-   
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
SUNCRETE, INC.
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
 
3272
 
39-4989597
(State or other Jurisdiction of
Incorporation Or Organization)
 
(Primary Standard Industrial
Classification Code Number)
 
(I.R.S. Employer
Identification Number)
521 E. 2nd St.
Tulsa, Oklahoma 74120
(918)
355-5700
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
 
 
Randall Edgar
Chief Executive Officer
521 E. 2nd St.
Tulsa, Oklahoma 74120
(918)
355-5700
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
 
 
Copies of all communications, including communications sent to agent for service, should be sent to:
Matthew L. Fry
Rachel O’Donnell
Haynes and Boone, LLP
2801 N. Harwood St.
Suite 2300
Dallas, Texas 75201
(214)
651-5000
 
 
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule
12b-2
of the Exchange Act.
 
Large accelerated filer   ☐    Accelerated filer   ☐
Non-accelerated
filer
  ☒    Smaller reporting company   ☐
     Emerging growth company   ☒
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 7(a)(2)(B) of the Securities Act. ☐
 
 
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
 
 
 


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The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED MAY 8, 2026

PRELIMINARY PROSPECTUS

SUNCRETE, INC.

52,299,704 Shares of Class A Common Stock

(Inclusive of 23,714,609 shares of Class A Common Stock Issuable Upon Conversion of Class B Common Stock, 473,800 shares of Class A Common Stock Underlying Warrants, 2,525,094 shares of Class A Common Stock Underlying Pre-Funded Warrants, 1,444,445 shares of Class A Common Stock Underlying Series A Convertible Perpetual Preferred Stock and 695,110 shares of Class A Common Stock Issuable Upon Exchange of Holdco Class B Common Shares)

473,800 Warrants to Purchase Shares of Class A Common Stock

 

 

This prospectus relates to the offer and sale, from time to time, by the selling holders identified in this prospectus (collectively, the “Selling Holders”), or their permitted transferees, of (i) up to 23,446,646 shares of our Class A common stock, par value $0.0001 (“Class A Common Stock”), held by certain Selling Holders, (ii) up to 23,714,609 shares of Class A Common Stock issuable upon the conversion of 23,714,609 shares of our Class B common stock, par value $0.0001 per share (“Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), held by certain Selling Holders, (iii) up to 473,800 shares of Class A Common Stock underlying warrants to purchase 473,800 shares of Class A Common Stock held by certain Selling Holders (the “Warrants”), (iv) up to 2,525,094 shares of Class A Common Stock underlying pre-funded warrants to purchase 2,525,094 shares of Class A Common Stock (the “Pre-Funded Warrants”), (v) up to 1,444,445 shares of Class A Common Stock issuable upon conversion of 26,000 shares of Series A Convertible Perpetual Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), held by certain Selling Holders, (vi) up to 695,110 shares of Class A Common Stock issuable upon the exchange of 69,511 shares of Class B common stock, par value $0.0001 per share (the “HoldCo Class B Common Shares”), of our subsidiary, Suncrete Intermediate, Inc. (“Purchaser HoldCo”), held by certain Selling Holders (the “HoldCo Rollover Securities”), and (vii) up to 473,800 Warrants held by certain Selling Holders. This prospectus also relates to the issuance by us (with respect to 75,000 of such warrants, solely to persons other than the original purchaser thereof or its affiliates), of up to 473,800 shares of Class A Common Stock that may be issued upon exercise of 473,800 Warrants registered for resale hereby. The shares of Class A Common Stock and the Warrants that may be sold by the Selling Holders and the shares of Class A Common Stock that may be issued by us are collectively referred to in this prospectus as the “Offered Securities.” We will not receive any of the proceeds from the sale by the Selling Holders of the Offered Securities.

We will receive all of the proceeds from the exercise of the Warrants for cash, if any, registered hereunder. We believe the likelihood that the Selling Holders will exercise their Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of our Class A Common Stock. If the trading price for our Class A Common Stock is less than $11.50 per share, we believe holders of our Warrants are unlikely to exercise their Warrants. Conversely, these holders are more likely to exercise their Warrants the higher the price of our Class A Common Stock is above $11.50 per share. The closing price of our Class A Common Stock on The Nasdaq Global Market on May 7, 2026 was $15.40 per share. The Warrants are exercisable on a cashless basis under certain circumstances specified in the Warrant Agreement (as defined herein) for the Warrants. To the extent that any Warrants are exercised on a cashless basis, the aggregate amount of cash we would receive from the exercise of the Warrants will decrease.

We will bear all costs, expenses and fees in connection with the registration of Offered Securities. The Selling Holders will bear all commissions and discounts, if any, attributable to their respective sales of Offered Securities. We are registering the Offered Securities for sale by certain of the Selling Holders pursuant to registration rights agreements with certain of the Selling Holders. See the section of this prospectus titled “Selling Holders” for more information.

The Selling Holders may offer and sell the Offered Securities owned by them covered by this prospectus from time to time. The Selling Holders may offer and sell the Offered Securities owned by them covered by this

 


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prospectus in a number of different ways and at varying prices. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in any applicable prospectus supplement. See the sections of this prospectus titled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and any applicable prospectus supplement describing the method and terms of the offering of such securities. You should carefully read this prospectus and any applicable prospectus supplement before you invest in our securities.

The Offered Securities being offered by the Selling Holders were purchased by the Selling Holders at, or are exercisable at, various prices, certain of which are below the current trading price of our Class A Common Stock. The sale or the possibility of the sale of the Offered Securities being offered pursuant to this prospectus may negatively impact the market price of the Class A Common Stock. See the section titled “Purchase Price Paid by the Selling Holders” for more information.

The Class A Common Stock being offered for resale in this prospectus (including the shares of Class A Common Stock underlying the Class B Common Stock, the Warrants, the Pre-Funded Warrants, the Series A Preferred Stock and the Holdco Rollover Securities) represent approximately 70.1% of our total outstanding Common Stock on a fully diluted basis as of May 5, 2026. The sale of all the securities being offered in this prospectus could result in a significant decline in the public trading price of our Class A Common Stock. Despite such a decline in the public trading prices, the Selling Holders may still experience a positive rate of return on the securities they purchased due to the differences in the trading price and the purchase prices at which they purchased the securities as described herein. See “Risk Factors – Future sales, or the perception of future sales, of our Class A Common Stock by us or our stockholders in the public market could cause the market price for our Class A Common Stock to decline” and “Risk Factors – Certain existing securityholders acquired their securities in the Company at prices below the current trading price of such securities, and may experience a positive rate of return based on the current trading price. Future investors in our Company may not experience a similar rate of return.”

We are a “controlled company” within the meaning of the listing rules of The Nasdaq Stock Market, LLC (“Nasdaq”). As a controlled company, we are exempt from certain Nasdaq governance requirements that otherwise apply to the composition and function of our board of directors (the “Board”). As a result, (i) our Board does not have a majority of independent directors, (ii) the compensation of our executive officers is not determined by a majority of the independent directors or a committee of independent directors, and (iii) director nominees are not selected or recommended by a majority of the independent directors or a committee of independent directors. As of May 5, 2026, the SunTx Group (as defined herein) beneficially owned approximately 82.6% of the voting power of our outstanding Common Stock. If at any time we cease to be a controlled company, we will take all action necessary to comply with the listing rules of Nasdaq, including appointing a majority of independent directors to our Board and ensuring our compensation committee and nominating and corporate governance committee are each composed entirely of independent directors, subject to any permitted “phase-in” periods.

Our Class A Common Stock is listed on The Nasdaq Global Market under the symbol “RMIX.” On May 7, 2026, the last reported sales price of the Class A Common Stock was $15.40 per share. We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for this and future filings.

 

 

See “Risk Factors” beginning on page 18 to read about factors you should consider before investing in shares of our Class A Common Stock and Warrants.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

 

 

The date of this prospectus is    , 2026


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TABLE OF CONTENTS

 

ABOUT THIS PROSPECTUS

     1  

MARKET AND INDUSTRY DATA

     3  

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

     3  

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     4  

PROSPECTUS SUMMARY

     6  

RISK FACTORS

     18  

USE OF PROCEEDS

     37  

MARKET INFORMATION FOR COMMON STOCK AND DIVIDEND POLICY

     38  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     39  

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     67  

BUSINESS

     89  

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

     102  

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

     107  

EXECUTIVE COMPENSATION

     114  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     120  

DESCRIPTION OF SECURITIES

     123  

SELLING HOLDERS

     130  

PURCHASE PRICE PAID BY THE SELLING HOLDERS

     142  

PLAN OF DISTRIBUTION

     145  

LEGAL MATTERS

     150  

CHANGE IN ACCOUNTANTS

     150  

EXPERTS

     151  

WHERE YOU CAN FIND ADDITIONAL INFORMATION

     151  

INDEX TO FINANCIAL STATEMENTS

     F-i  


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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-1 (the “Registration Statement”) that we are hereby filing with the Securities and Exchange Commission (the “SEC”) using the “shelf” registration process. Under this shelf registration process, we and the Selling Holders may, from time to time, sell or otherwise distribute the Offered Securities as described in the section titled “Plan of Distribution” in this prospectus. We will not receive any proceeds from the sale by such Selling Holders of the Offered Securities offered by them described in this prospectus. We may receive proceeds from the exercise of Warrants registered hereunder by a person other than the original holder of the Warrants or its affiliates to the extent they are exercised for cash.

Neither we nor the Selling Holders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Holders take responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the Selling Holders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we refer you in the sections of this prospectus titled “Where You Can Find Additional Information.”

On April 8, 2026 (the “Closing Date”), Suncrete, Inc. (the “Company”) consummated its previously announced business combination pursuant to that certain Business Combination Agreement, dated October 9, 2025 (the “Business Combination Agreement”), by and among the Company, Haymaker Acquisition Corp. 4, a Cayman Islands exempted company (“Haymaker” or “SPAC”), Haymaker Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub I”), Haymaker Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Company (“Merger Sub II”), and Concrete Partners Holding, LLC, a Delaware limited liability company (“CPH”), following approval thereof at an extraordinary general meeting of Haymaker’s shareholders on April 2, 2026.

Immediately prior to the closing of the Business Combination (the “Closing”), on April 8, 2026, Haymaker redeemed all of its issued and outstanding public warrants to purchase Class A Ordinary Shares of Haymaker, par value $0.0001 per share (“SPAC Class A Ordinary Shares” and such warrants, the “SPAC Public Warrants”) in exchange for (i) $2.25 in cash and (ii) 0.075 SPAC Class A Ordinary Shares per SPAC Public Warrant (the “Warrant Redemption”).

Pursuant to the terms of the Business Combination Agreement, immediately prior to the Closing, on April 8, 2026, Haymaker transferred by way of continuation out of its jurisdiction of incorporation from the Cayman Islands and domesticated into the State of Delaware in accordance with Section 388 of the Delaware General Corporation Law, as amended, and the Companies Act (As Revised) of the Cayman Islands (the “Domestication” and the time at which the Domestication became effective, the “Domestication Effective Time”).

On April 8, 2026, immediately following the Domestication, Merger Sub I merged with and into Haymaker (the “Initial Merger”), with Haymaker surviving the Initial Merger as a wholly owned subsidiary of the Company (the time at which the Initial Merger became effective, the “Initial Merger Effective Time”). Immediately following the Initial Merger, Merger Sub II merged with and into CPH (the “Acquisition Merger” and, together with the Initial Merger, the “Mergers”, and together with the Domestication, and all other transactions contemplated by the Business Combination Agreement, the “Business Combination” and the time at which the Acquisition Merger became effective, the “Acquisition Merger Effective Time”), with CPH surviving the Acquisition Merger as a wholly owned subsidiary of the Company.

 

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References to “Suncrete,” the “Company,” “we,” “us,” “our,” prior to the Business Combination refer to CPH, and such references following the Business Combination refer to the Company in its current corporate form as a Delaware corporation called “Suncrete, Inc.” or “RMIX.”

 

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MARKET AND INDUSTRY DATA

Certain industry data and market data included in this prospectus were obtained from independent third-party surveys, market research, publicly available information, reports of governmental agencies and industry publications and surveys. All of the estimates of the Company’s management presented herein are based upon review of independent third-party surveys and industry publications prepared by a number of sources and other publicly available information by the Company’s management. Third-party industry publications and forecasts state that the information contained therein has been obtained from sources generally believed to be reliable, yet not independently verified. The industry data, market data and estimates used in this prospectus involve assumptions and limitations, and you are cautioned not to give undue weight to such data and estimates. Although we have no reason to believe that the information from industry publications and surveys included in this prospectus is unreliable, we have not verified this information and cannot guarantee its accuracy or completeness. We believe that industry data, market data and related estimates provide general guidance, but are inherently imprecise. The industry in which the Company operates is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors” and elsewhere in this prospectus.

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this registration statement may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Examples of forward-looking statements include, but are not limited to, statements with respect to the expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding the Company, statements regarding the plans and use of proceeds, future financial condition of the Company and performance and expected financial impacts of the Business Combination on the Company’s business, and the Company’s expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance that do not solely relate to historical or current facts.

These forward-looking statements generally are 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. 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. Such risks, uncertainties and assumptions, include, but are not limited to:

 

  •  

the failure to realize the anticipated benefits of the Business Combination and any transactions contemplated thereby;

 

  •  

the failure of the Company to maintain the listing of its securities on Nasdaq;

 

  •  

costs related to the Business Combination and as a result of the Company becoming a public company;

 

  •  

changes in business, market, financial, political and regulatory conditions;

 

  •  

the ability of the Company to grow and manage growth profitably;

 

  •  

risks relating to the Company’s anticipated operations and business, including the success of any future acquisitions;

 

  •  

the Company’s ability to retain its management and key employees;

 

  •  

the risk that issuances of equity or debt securities, including issuances of equity securities in connection with the Company’s acquisition strategy, may adversely affect the value of the Company’s common stock and dilute its stockholders;

 

  •  

the risk that the Company experiences difficulties managing its growth and expanding operations following the consummation of the Business Combination;

 

  •  

challenges in implementing the Company’s business plan, due to lack of an operating history, operational challenges, significant competition and regulation; and

 

  •  

the other risks and uncertainties discussed in “Risk Factors” and elsewhere in this prospectus.

In addition, there may be events that the Company’s management is not able to predict accurately or over which the Company has no control.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this prospectus, which are incorporated by reference herein. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Many of the important factors that will determine these results are beyond our ability to control or predict. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as otherwise required by law, we do not undertake any obligation to publicly update

 

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or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

 

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PROSPECTUS SUMMARY

Overview

Suncrete is a ready-mix concrete logistics and distribution platform operating across Oklahoma, Arkansas, Texas and Louisiana with plans to continue expanding throughout the high-growth U.S. Sunbelt region through acquisitions and organic growth. We leverage operational scale, technological integration and quality control to serve a diverse base of infrastructure, commercial and residential customers. In each of our core metropolitan markets, we target to maintain leading market share positions, supported by a business model centered on dense local market coverage, optimized logistics and disciplined pricing. We believe these attributes drive attractive unit economics, high cash conversion and resilient performance across macroeconomic cycles. Our leadership team, comprised of industry veterans with extensive experience building, acquiring and improving ready-mix concrete businesses, positions us to continue expanding profitably in an industry with compelling structural growth tailwinds.

Ready-mix concrete is a crucial building material that is used in the vast majority of infrastructure, commercial and residential construction projects. We serve substantially all end markets of the construction industry in our select geographic markets. Our customer base is comprised of contractors for commercial and industrial, residential, street and highway and other public works construction. Because ready-mix concrete is highly perishable, expiring approximately 90 minutes from its creation, our trade areas are limited to the approximate 20-mile radius surrounding each of our ready-mix concrete plants. This creates an attractive market dynamic where the relevant competition is typically limited to local market players. Additionally, the Sunbelt market in which we operate and look to expand is highly fragmented, consisting of thousands of plants and hundreds of unique owners, which creates attractive competitive dynamics and opportunities for acquisitive growth in addition to organic growth.

We currently operate across Oklahoma, Arkansas, Texas and Louisiana, and we are seeking to continue expanding throughout the Sunbelt region of the United States. The Sunbelt is a high-growth region of the U.S., with attractive economic characteristics driven by significant population migration, robust infrastructure spend and commercial relocations. According to the Bureau of Economic Analysis, the Sunbelt delivers approximately 40% higher GDP growth than non-Sunbelt states. According to Federal Reserve Economic Data, the Sunbelt population growth rate is approximately 270% higher than the population growth in other regions of the United States. In addition to GDP and population growth, the Sunbelt has experienced historical tailwinds from infrastructure spend, with $140.8 billion in total federal funding allocations from the Federal-Aid Highway Apportioned Programs and Bridge Replacement and Repairs within the Infrastructure Investment and Jobs Act of 2021 (“IIJA”). The Sunbelt is also experiencing growth from significant corporate headquarter relocations, with seven of the top eight metro destinations for headquarter relocations from 2022 – 2024 being in Sunbelt states.

Core Business. Our best-in-class logistics and ability to optimize deliveries are key contributors to our route density and profitability. Our operational expertise is reinforced by our experienced staff of professional engineers and seasoned operators, whose technical insight and field execution enable us to design, operate, and continuously refine highly efficient delivery systems. This know-how is the foundation of our operating strategy and is supplemented by best-in-class technology, rigorous analytics, and the application of both proven and cutting-edge engineering techniques that enable us to deliver the right product on time and on spec. Paired with strong geographic and industry tailwinds, we believe we are well positioned for continued strong organic growth in the attractive Sunbelt region.

As of December 31, 2025, we operated 50 standard ready-mix concrete plants at 39 locations with 336 mixer trucks and 77 haul trucks. During the year ended December 31, 2025, our plants and facilities produced ready-mix concrete resulting in revenue of approximately $194.9 million. Our ready-mix concrete product revenue by type of construction activity for the year ended December 31, 2025 was approximately 47.2% commercial, 36.7%infrastructure and 15.8% residential.

 

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Acquisitions. Acquisitive growth is a key component of our core business strategy and complements the expansive organic growth trends that are the foundation of our business. Focused on the growing Sunbelt region, we intend to leverage our relationships in the industry to continue our path of completing accretive acquisitions in the ready-mix concrete industry. Capitalizing on the scale, operational efficiency and management best practices of our core business, we intend to apply our proprietary strategy to integrate acquisitions into our corporate functions and lift the margins of the businesses we acquire. We believe acquisitions provide opportunities to establish leadership in mature markets with fewer players where we can increase local density and deliver higher value to customers and employees within these markets.

We (and/or our predecessors) have acquired nine companies since 2016. We are in active discussions with additional potential acquisition candidates, and beyond these active conversations, we have a robust pipeline of identified potential targets throughout the Sunbelt. For information regarding recent acquisitions, see “Recent Developments” below.

Our Business

Our ready-mix concrete business engages principally in the precise formulation, efficient production and on-time delivery of ready-mix concrete to our customers’ job sites. Ready-mix concrete is a highly versatile construction material that results from combining coarse and fine aggregates such as crushed stone, sand, and cement with water and various chemical admixtures. We also provide services intended to reduce our customers’ overall construction costs by lowering the installed, or “in-place,” cost of concrete. These services include the formulation of mixtures for specific design uses, on-site and lab-based product quality control and customized delivery programs to meet our customers’ needs. We generally do not provide paving or other finishing services, which construction contractors or subcontractors typically perform. As a result, we are fundamentally a concrete logistics and distribution platform. We are not a construction services company, nor do we operate in the highly capital intensive cement business. This focus drives profitability and cash flow conversion because our business model is not capital intensive.

Our standard ready-mix concrete products consist of proportioned mixes that we produce and deliver in an unhardened plastic state for placement and shaping into designed forms at the job site. Selecting the optimum mix for a job involves determining not only the ingredients that will produce the desired permeability, strength, appearance, and other properties of the concrete after it has hardened and cured, but also the ingredients necessary to achieve a workable consistency tailored for the weather and other conditions at the job site. We are able to efficiently and accurately produce and deliver over a thousand customized mix designs, a strength which we believe is a further differentiator to our competitors.

We maintain leading local market positions by focusing on infrastructure and commercial projects which generally result in higher margins than residential projects, while still maintaining enough residential presence to diversify end market exposure and strengthen our response to shifting market demands. We believe our focus on select geographic markets with favorable industry dynamics, disciplined pricing, accretive acquisitions and prudent balance sheet leverage distinguishes us from our competition and results in superior growth and margin performance.

Recent Developments

Thunder Acquisition

On October 17, 2025, Eagle Redi-Mix Concrete, LLC, an indirect wholly owned subsidiary of the Company (“Eagle Redi-Mix”), entered into an equity and asset purchase and contribution agreement (as amended on March 27, 2026, the “Equity and Asset Purchase and Contribution Agreement”) with SRM, Inc., an Oklahoma corporation (“Schwarz Ready Mix”), SRM Leasing, LLC, an Oklahoma limited liability company (“Schwarz Leasing”), Schwarz Sand, LLC an Oklahoma limited liability company (“Schwarz Sand,” and together with

 

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Schwarz Ready Mix and Schwarz Leasing, the “Schwarz Entities”) and the other selling parties named therein and Schwarz Ready Mix, in its capacity as a representative of the selling parties. Pursuant to the Equity and Asset Purchase and Contribution Agreement, Eagle acquired substantially all of the assets of Schwarz Ready Mix and Schwarz Leasing and all of the issued and outstanding equity interests of Schwarz Sand (collectively, the “Thunder Acquisition”). The aggregate purchase price included $97.0 million in cash consideration ($74.3 million paid at closing and $22.7 million deferred until June 30, 2026) and 20,000,000 Company Preferred Units issued to the sellers as rollover equity.

Hope Acquisition

On April 28, 2026, two subsidiaries of the Company, Concrete Partners, LLC, a Delaware limited liability company, and Purchaser Holdco, a newly formed subsidiary of the Company, entered into a Membership Interest Purchase Agreement (the “Hope Purchase Agreement”) and related agreements with the owners (the “Sellers”) of Hope Concrete, LLC, a Texas limited liability company (“Hope”), to acquire 100% of the ownership interests of Hope and its subsidiaries, Lafayette Concrete Division LLC, a Louisiana limited liability company, and Baton Rouge Concrete Division LLC, a Louisiana limited liability company (collectively with Hope, the “Hope Companies”). The Hope Companies are in the business of concrete manufacturing, concrete production, concrete sales, and trucking of concrete, sand, rock, cement, and fly ash. On April 28, 2026, the Company completed the acquisition of the Hope Companies (the “Hope Acquisition”).

After giving effect to the transactions contemplated by the Hope Purchase Agreement, the aggregate consideration consisted of (i) 220,007 shares of Class A Common Stock issued to one of the Sellers, (ii) 69,511 shares of Holdco Rollover Securities issued to one of the Sellers and (iii) a net closing cash payment of $39,377,232.21, subject to certain adjustments as set forth in the Hope Purchase Agreement, with respect to the purchased units sold by the other Sellers. In addition, the Company paid $27.4 million to satisfy the debt obligations of Hope Concrete.

The Holdco Rollover Securities issued by Purchaser Holdco are nonvoting, have no dividend or liquidation rights and are exchangeable for an aggregate of 695,110 shares of Class A Common Stock on the terms and subject to the conditions set forth in an Exchange Agreement, dated April 28, 2026, by and among the Company, Purchaser Holdco and Foley Bros., LLC, a Texas limited liability company (the “Hope Exchange Agreement”).

Southern Louisiana Acquisition

On April 29, 2026, the Company acquired a ready-mix concrete company in Southern Louisiana for aggregate consideration consisting of (i) $31.0 million in cash at closing, (ii) 259,291 shares of Class A Common Stock issued to the sellers at closing and (iii) an earnout payment of up to $10.0 million based upon the acquired company’s achievement of specified performance criteria over a five-year post-closing performance period. The earnout is payable, if at all, in cash or Class A Common Stock, at the Company’s election, with the number of shares of Class A Common Stock issuable based upon the average closing price per share of the Class A Common Stock on The Nasdaq Global Market for the 30 consecutive trading days preceding the end of the earnout period; provided that in no event will the Company issue shares of Class A Common Stock if the issuance would exceed (a) the aggregate number of shares of Class A Common Stock that the Company may issue in compliance with the rules and regulations of Nasdaq or (b) 9.99% of the issued and outstanding shares of Class A Common Stock.

Nelson Bros. Acquisition

On May 6, 2026, the Company, through Hope, entered into a Membership Interest Purchase Agreement (the “Nelson Purchase Agreement”) and related agreements with the owners of Nelson Bros. Ready Mix, LLC, a Texas limited liability company (“Nelson Bros.”), to acquire 100% of the ownership interests of Nelson Bros.

 

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and its subsidiary, R & R Trucking LLC, a Texas limited liability company (collectively with the Nelson Bros., the “Nelson Acquired Companies”). The Nelson 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 Nelson Acquired Companies pursuant to the Nelson Purchase Agreement (the “Nelson Acquisition”). The owners of the Nelson Acquired Companies who are also parties to the Nelson 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 “Nelson Sellers”), and Jacob Owens in his capacity as representative of the Nelson Sellers.

The aggregate consideration for the Nelson Acquisition consisted of (i) 1,296,456 shares of Class A Common Stock issued to the Nelson Sellers (the “Nelson Stock Consideration”) and (ii) $42.3 million net cash payment at closing. In addition, the Nelson 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 Nelson Acquired Companies, measured as of the end of any full calendar quarter ending during the five-year period following the closing of the Nelson Acquisition, with Hope having the option to satisfy up to 50% of any such earnout payment by issuing shares of the Company’s Class A Common Stock in lieu of cash (the “Nelson Earnout Stock Consideration”), with the number of shares of Class A Common Stock issuable based upon the average closing price per share of the Class A Common Stock on The Nasdaq Global Market for the 30 consecutive trading days preceding the end of the earnout period; provided that in no event will the Company issue shares of Class A Common Stock if the issuance would exceed (a) the aggregate number of shares of Class A Common Stock that the Company may issue in compliance with the rules and regulations of Nasdaq or (b) 9.99% of the issued and outstanding shares of Class A Common Stock.

Business Combination with Haymaker

On April 8, 2026 (the “Closing Date”), the Company consummated the Business Combination pursuant to the Business Combination Agreement. Immediately prior to the Closing, on April 8, 2026, Haymaker redeemed all of its issued and outstanding public warrants to purchase SPAC Class A Ordinary Shares and the SPAC Public Warrants in exchange for (i) $2.25 in cash and (ii) 0.075 SPAC Class A Ordinary Shares per SPAC Public Warrant.

Immediately prior to the Closing, on the Closing Date, Haymaker transferred by way of continuation out of its jurisdiction of incorporation from the Cayman Islands and domesticated into the State of Delaware. At the Domestication Effective Time (a) each SPAC Class A Ordinary Share that was issued and outstanding immediately prior to the Domestication Effective Time converted automatically, on a one-for-one basis, into one share of Class A Common Stock of the post-Domestication SPAC, par value $0.0001 per share (“SPAC Class A Common Stock”), (b) each Class B Ordinary Share of Haymaker, par value $0.0001 per share, that was issued and outstanding immediately prior to the Domestication Effective Time converted automatically, on a one-for-one basis, into one share of Class B Common Stock of the post-Domestication SPAC, par value $0.0001 per share (“SPAC Class B Common Stock”), and (c) each then-issued and outstanding private warrant to purchase SPAC Class A Ordinary Shares prior to the Domestication converted automatically, on a one-for-one basis, into one private warrant to purchase SPAC Class A Common Stock (a “SPAC Private Warrant”).

On the Closing Date, immediately following the Domestication, Merger Sub I merged with and into Haymaker, with Haymaker surviving the Initial Merger as a wholly owned subsidiary of the Company. At the Initial Merger Effective Time, among other things, (a) Haymaker Sponsor IV, LLC (“Sponsor”) distributed 2,800,000 shares of SPAC Class A Common Stock (the “Dothan Founder Shares”) and 398,800 SPAC Private Warrants to Dothan Independent GP, LP (“Dothan Independent”), (b) each share of SPAC Class A Common

 

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Stock issued and outstanding immediately prior to the Initial Merger Effective Time was canceled and converted into one share of Class A Common Stock, (c) each share of SPAC Class B Common Stock issued and outstanding immediately prior to the Initial Merger Effective Time was canceled and converted into one share of Class B Common Stock and (d) each then-outstanding SPAC Private Warrant was automatically assumed and converted into a private warrant to purchase one share of Class A Common Stock.

On the Closing Date, immediately following the Initial Merger, Merger Sub II merged with and into CPH, with CPH surviving the Acquisition Merger as a wholly owned subsidiary of the Company. At the Acquisition Merger Effective Time, among other things, (a) each share of Class B Common Stock issued and outstanding immediately prior to the Acquisition Merger Effective Time (other than the Dothan Founder Shares) was converted into and exchanged, on a one-for-one basis, into one share of Class A Common Stock, (b) the Company issued 14,117,894 shares of Class A Common Stock to members of CPH, (c) the Company issued 3,481,776 shares of restricted Class A Common Stock upon the cancelation and conversion of certain incentive units previously granted to management of CPH, (d) the Company issued 18,414,609 shares of Class B Common Stock to members of CPH, and (e) the Company issued 2,500,000 shares of Class B Common Stock to Dothan Independent.

In addition, as previously disclosed, the Company previously entered into subscription agreements (the “PIPE Subscription Agreements”) with certain institutional investors (collectively, the “PIPE Investors”), pursuant to which (a) immediately prior to the Acquisition Merger Effective Time, the Company issued and sold to certain of the PIPE Investors in a private placement an aggregate of 8,691,573 shares of Class A Common Stock and Pre-Funded Warrants to purchase 2,525,094 shares of Class A Common Stock and (b) at the Acquisition Merger Effective Time, the Company issued and sold to certain of the PIPE Investors in a private placement an aggregate of 6,162,009 shares of Class A Common Stock, for an aggregate total subscription amount of $167.1 million (collectively, the “PIPE Investment”).

Further, on the Closing Date, immediately prior to the closing of the Acquisition Merger, the Company issued 26,000 shares of Series A Preferred Stock to the holders of CPH’s Senior Preferred Units (the “Exchanging Holders”) pursuant to that certain Securities Exchange Agreement, dated March 26, 2026, by and among the Company and the Exchanging Holders (the “Exchange Agreement”).

In connection with the closing of the Business Combination, holders of 12,628,150 SPAC Class A Ordinary Shares sold in Haymaker’s initial public offering properly exercised their right to have their shares redeemed for a pro rata portion of the trust account holding the proceeds from Haymaker’s initial public offering, and on April 8, 2026, prior to the Domestication, Haymaker redeemed 12,628,150 SPAC Class A Ordinary Shares for $11.57 per share (the “Public Share Redemptions”). As a result, on April 8, 2026, after giving effect to the Public Share Redemptions and payments to holders under prepaid forward agreements described below and before paying expenses, there was approximately $59 million remaining in the trust account.

Warrant Amendment and Redemption

On the Closing Date, prior to the Warrant Redemption, Haymaker, the Company and Continental Stock Transfer & Trust Company, in its capacity as warrant agent (the “Warrant Agent”), entered into Amendment No. 1 to the Warrant Agreement (the “Warrant Amendment”) to amend that certain Warrant Agreement, dated as of July 25, 2023, by and between Haymaker and the Warrant Agent (the “Warrant Agreement”) to effect the Warrant Redemption.

 

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Amended and Restated Registration Rights Agreement

In connection with the Closing, the Company, Haymaker, and Sponsor entered into an Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”) amending and restating the existing Registration Rights Agreement, dated as of July 25, 2023, by and between Haymaker and Sponsor and certain other equityholders of Haymaker (the “Existing Registration Rights Agreement”), pursuant to which, among other things, the Company agreed to register for resale on Form S-1 or, if available, Form S-3, pursuant to Rule 415 under the Securities Act, certain securities of the Company that are held by Sponsor.

Under the A&R Registration Rights Agreement, the Company agreed to indemnify holders of registrable securities and their respective officers, directors and each person who controls such holders (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) resulting from any untrue or alleged untrue statement, or omission or alleged omission of a material fact in any registration statement, prospectus or any amendment thereof or supplement thereto pursuant to which such holders sell their registrable securities, unless such liability arose from such holder’s misstatement or alleged misstatement, or omission or alleged omission, and such holders agreed to indemnify the Company, its officers and directors and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material facts or any omission of a material fact in any registration statement, prospectus or any amendment thereof or supplement thereto pursuant to which such holders sell their registrable securities.

Company Registration Rights Agreement

In connection with the closing of the Acquisition Merger, the Company, Dothan Independent and certain members of CPH (the “Company Members”) entered into a Registration Rights Agreement (the “Company Registration Rights Agreement”), pursuant to which certain members of CPH were granted customary registration rights with respect to the Company securities held by such parties following the Closing of the Business Combination. In certain circumstances, the Company Members can demand the Company’s assistance with underwritten offerings and block trades, and the Company Members are entitled to certain piggyback registration rights.

Under the Company Registration Rights Agreement, the Company agreed to indemnify the Company Members and their respective officers, directors and each person who controls such holders (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) resulting from any untrue or alleged untrue statement, or omission or alleged omission of a material fact in any registration statement, prospectus or any amendment thereof or supplement thereto pursuant to which such holders sell their registrable securities, unless such liability arose from such holder’s misstatement or alleged misstatement, or omission or alleged omission, and such holders agreed to indemnify the Company, its officers and directors and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material facts or any omission of a material fact in any registration statement, prospectus or any amendment thereof or supplement thereto pursuant to which such holders sell their registrable securities.

Indemnification of Directors and Officers

Concurrently with the Closing, the Company entered into indemnification agreements with its directors and executive officers. Each indemnification agreement provides that, subject to limited exceptions, the Company will indemnify the applicable indemnified person to the fullest extent permitted by law for claims arising in his or her capacity as a director or officer of the Company, as applicable.

 

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Forward Purchase Agreement

On April 6, 2026, Haymaker and the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with each of Harraden Circle Investors, LP (“HCI”), Harraden Circle Special Opportunities, LP (“HCSO”), Harraden Circle Strategic Investments, LP (“HCSI”) and Harraden Circle Concentrated, LP (“HCC”) (with HCI, HCSO, HCSI, HCC, collectively as “Seller” or “Harraden”) for a prepaid share forward transaction. Pursuant to the terms of the Forward Purchase Agreement, the Seller agreed to purchase up to 5,000,000 Shares (as defined in the Forward Purchase Agreement) in accordance with the terms and conditions therein. Pursuant to the Forward Purchase Agreement, the Seller was prepaid an aggregate cash amount (the “Prepayment Amount”) equal to the (i) number of Shares, multiplied by (ii) the per-share redemption price at the closing of the Business Combination (the “Initial Price”), directly from Haymaker’s trust account in connection with the closing of the Business Combination. From time to time and on any business day on which Nasdaq and commercial banks in the City of New York are open for business (an “Exchange Business Day”), following the closing of the Business Combination (any such date, an “OET Date”), and subject to the terms and conditions therein, the Seller is required to terminate the transaction in whole or in part with respect to any number of Shares that are sold by Seller on such OET Date by giving notice of such termination and the specified number of Shares (such quantity, the “Terminated Shares”). As of each OET Date, the Company will be entitled to receive from Seller, and Seller shall pay to the Company, an amount equal to (a) the Initial Price multiplied by (b) the Terminated Shares. The Forward Purchase Agreement maturity date will be the earlier of (a) six months after the closing of the Business Combination, or (b) 10 Exchange Business Days following the date upon which the Company, in its sole discretion, delivers written notice to Seller that the Company is accelerating the maturity date; provided that such notice will not be effective until three months after the closing of the Business Combination. In addition, the Company has the right, in its sole discretion, to extend the maturity up to two times by three months each time by delivering written notice to Seller at least 10 Exchange Business Days in advance of the then-scheduled maturity date. At maturity, in exchange for the return of the number of remaining Shares under the Forward Purchase Agreement, the Seller shall retain an amount equal to (i) the number of Shares multiplied by (ii) the Initial Price. The Seller also agreed to waive any redemption rights with respect to the Shares during the term of the Forward Purchase Agreement. As of May 6, 2026, the Seller has sold 2.32 million shares of Class A Common Stock and has paid to the Company an aggregate of approximately $26.9 million, pursuant to the terms of the Forward Purchase Agreement.

Credit Agreement Amendments

Certain of the Company’s subsidiaries are party to a credit agreement (the “Credit Agreement”) with Bank of America, N.A., as administrative agent and certain lenders party thereto (the “Lenders”) providing for a fully drawn senior secured first lien term loan facility in the aggregate principal amount of $205 million (the “Term Loan”) and a $25 million revolving credit facility (the “Revolving Credit Facility”). On March 25, 2026, certain of the Company’s subsidiaries entered into that certain Consent and Second Amendment to Credit Agreement and First Amendment to Security and Pledge Agreement (the “Second Amendment”) to, among other things, permit the consummation of the Business Combination and giving effect to the Closing, to add the Company and SPAC as guarantors under the Credit Agreement. On April 7, 2026, certain of the Company’s subsidiaries and, giving effect to the Closing, the Company and SPAC, entered into that certain Limited Consent and Third Amendment to Credit Agreement (the “Third Amendment”) to, among other things, permit the Forward Purchase Agreement. On April 28, 2026, the Company and certain of the Company’s subsidiaries entered into that certain Limited Consent and Fourth Amendment to Credit Agreement (the “Fourth Amendment,” and the Credit Agreement, as amended through the date of the Fourth Amendment, the “Amended Credit Agreement”) to, among other things, permit the consummation of certain acquisitions, including the joinder to the Amended Credit Agreement of Purchaser Holdco, which was formed in connection with the Hope Acquisition.

 

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Dothan Management Agreement Amendment

Pursuant to the Business Combination Agreement, on the Closing Date, the Company entered into an amendment (the “Dothan Management Agreement Amendment”) to that certain Management and Consulting Agreement, dated as of July 29, 2024, by and between Dothan Concrete Investments Management, LLC (“Dothan Management”) and CPH (the “Dothan Management Agreement”). Among other things, the Dothan Management Agreement Amendment provides for (i) the assumption of the Dothan Management Agreement by the Company from CPH, (ii) payment by the Company to Dothan Management of diligence and integration fees in the amount of $10 million as the diligence and integration fee in consideration for the services provided by Dothan Management and its personnel to the Company in relation to the Business Combination, and (iii) quarterly consulting payments by the Company to Dothan Management. Dothan Management is an affiliate of the Company, Dothan Independent and SunTx Capital Management Corp. (“SunTx Capital Management”).

Corporate Information

Suncrete’s principal executive offices are located at 521 E. 2nd Street, Tulsa, Oklahoma 74120, and its telephone number is (918) 355-5700. Suncrete’s website is www.suncrete.com. Information found on or accessible through our website is not incorporated by reference into this prospectus and should not be considered part of this prospectus.

Implications of Being an Emerging Growth Company

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). For so long as we remain an emerging growth company, we are permitted, and currently intend, to rely on the following provisions of the JOBS Act that contain exceptions from disclosure and other requirements that otherwise are applicable to public companies and file periodic reports with the SEC. These provisions include, but are not limited to:

 

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being permitted to present only two years of audited financial statements and selected financial data and only two years of related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our periodic reports and registration statements, including this prospectus, subject to certain exceptions;

 

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not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), as amended;

 

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reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements, and registration statements, including in this prospectus;

 

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not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements; and

 

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exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We will remain an emerging growth company until the earliest to occur of:

 

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the fifth anniversary of the date of our first sale of common equity securities pursuant to an effective registration statement;

 

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the last day of the fiscal year, in which we have total annual gross revenue of at least $1.235 billion, adjusted yearly for inflation;

 

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the date on which we are deemed to be a “large accelerated filer,” as defined in the Exchange Act; and

 

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the date on which we have issued more than $1 billion in non-convertible debt over a three-year period.

 

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We have elected to take advantage of certain of the reduced disclosure obligations in this prospectus and may elect to take advantage of other reduced reporting requirements in our future filings with the SEC. As a result, the information that we provide to holders of our stockholders may be different than what you might receive from other public reporting companies in which you hold equity interests.

We have elected to avail ourselves of the provision of the JOBS Act that permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. As a result, we will not be subject to new or revised accounting standards at the same time as other public companies that are not emerging growth companies.

Organizational Structure

Current Structure

The following simplified diagram, which excludes multiple legal entities, illustrates our organizational structure as of May 7, 2026, following the Business Combination and the other acquisitions described under “Recent Developments” above.

 

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LOGO

 

*

Suncrete, Inc. holds all of the 7,403,459 issued and outstanding shares of Class A common stock, par value $0.0001 per share (the “Holdco Class A Common Shares”), of Suncrete Intermediate, Inc., and the issued and outstanding 69,511 HoldCo Class B Common Shares are held by the one of the Sellers in the Hope Acquisition. The HoldCo Class B Shares are nonvoting and have no dividend or liquidation rights. The HoldCo Class B Shares are exchangeable on a 10-to-1 basis for an aggregate of 695,110 shares of Class A Common Stock of the Company on the terms and subject to the conditions set forth in the Hope Exchange Agreement.

Summary of Risk Factors

The risk factors summarized below could materially harm our business, operating results and/or financial condition, impair our future prospects and/or cause the price of our ordinary shares to decline. These risks are

 

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discussed more fully following this summary. Material risks that may affect our business, operating results and financial condition include, but are not necessarily limited to, the following:

 

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There are risks related to our operating strategy.

 

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Our failure to successfully identify, complete, manage and integrate acquisitions could reduce our earnings and slow our growth.

 

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A significant slowdown or decline in economic conditions, particularly in the southern United States, could adversely impact our results of operations.

 

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Because our industry is capital-intensive and we have significant fixed and semi-fixed costs, our profitability is sensitive to changes in volume.

 

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Reduced demand for new home construction could adversely affect the residential construction market, which could affect our financial position, operating results and liquidity.

 

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Our operating results may vary significantly from one reporting period to another and may be adversely affected by the cyclical nature of the markets we serve.

 

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A significant downturn in the construction industry may result in an impairment of our goodwill.

 

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Our business is seasonal and subject to adverse weather.

 

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Our business depends on the availability of sand and aggregate reserves or deposits and our ability to obtain or mine them economically.

 

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We may lose business to competitors who underbid us, and we may be otherwise unable to compete favorably in our highly competitive industry.

 

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We depend on our information technology systems and processes, which are subject to cybersecurity and data leakage risks.

 

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We depend on third parties for concrete equipment and materials essential to operate our business.

 

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We use large amounts of electricity and diesel fuel that are subject to potential reliability issues, supply constraints, and significant price fluctuation, which could affect our financial position, operating results and liquidity.

 

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Delays or interruptions of our transportation logistics could affect operating results.

 

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Our results of operations can be adversely affected by labor shortages, turnover and labor cost increases.

 

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Our business depends on federal, state and local government spending for public infrastructure construction, and reductions in government funding could adversely affect our results of operations.

 

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Governmental regulations, including environmental regulations, may result in increases in our operating costs and capital expenditures and decreases in our earnings.

 

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Our operations are subject to various hazards, including natural disasters, that may cause personal injury or property damage for which we have a limited amount of insurance, and our business, operating costs and profitability could be adversely affected.

 

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Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations.

 

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The Credit Agreement restricts our ability to engage in some business and financial transactions.

 

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We may need to raise additional capital in the future, and we may not be able to do so on favorable terms or at all, which could impair our ability to operate our business or achieve our growth objectives.

 

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  •  

There can be no assurance that the shares of our Class A Common Stock will be able to comply with the continued listing rules of Nasdaq.

 

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The price of our Class A Common Stock may change significantly and you could lose all or part of your investment as a result.

 

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The dual class structure of our Common Stock has the effect of concentrating voting control with holders of our Class B Common Stock, which limits the ability of holders of our Class A Common Stock to influence corporate matters.

 

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Future sales, or the perception of future sales, of our Class A Common Stock by us or our stockholders in the public market could cause the market price for our Class A Common Stock to decline.

 

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The SunTx Group controls the Company, and their interests may conflict with the interests of the Company or yours in the future.

 

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We are currently an emerging growth company within the meaning of the Securities Act, and to the extent we have taken advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

 

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Provisions in our Organizational Documents and Delaware corporate law make it more difficult to effect a change in control, which could adversely affect the price of our Class A Common Stock.

 

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The Certificate of Incorporation designates certain courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit the ability of our stockholders to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

 

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We are a “controlled company” under Nasdaq listing rules. As a result, our stockholders do not have, and may never have, certain corporate governance protections that are available to stockholders of companies that are not controlled companies.

 

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A substantial number of shares of our securities are restricted securities and, as a result, there may be limited liquidity for our Class A Common Stock.

 

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Certain existing securityholders acquired their securities in the Company at prices below the current trading price of such securities, and may experience a positive rate of return based on the current trading price. Future investors in our Company may not experience a similar rate of return.

 

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RISK FACTORS

Any investment in our securities involves a high degree of risk. You should carefully consider all of the information contained in this prospectus and any subsequent prospectus supplement, including our financial statements and related notes thereto, before investing in our securities. However, such risks and those discussed elsewhere in any subsequent prospectus supplement are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect us. If any of the risks described in any subsequent prospectus supplement or others not specified therein materialize, our business, financial condition and results of operations could be materially and adversely affected. In that case, you may lose all or part of your investment.

Unless the context otherwise requires, all references in this subsection to the “Company,” “Suncrete,” “we,” “us,” or “our” refer to the business of Suncrete and its consolidated subsidiaries.

Risks Related to Our Operations

There are risks related to our operating strategy.

A key component of our operating strategy is to operate our businesses on a decentralized basis, with local or regional management retaining responsibility for day-to-day operations, profitability and the internal growth of the individual business. If we do not implement and maintain proper overall business controls, this decentralized operating strategy could result in inconsistent operating and financial practices and our overall profitability could be adversely affected.

Our failure to successfully identify, complete, manage and integrate acquisitions could reduce our earnings and slow our growth.

We (including our predecessors) have acquired nine companies since 2016, including the recent Thunder Acquisition, Hope Acquisition and Nelson Acquisition. As part of our strategy to pursue growth opportunities in the Sunbelt region of the United States, we will continue to evaluate strategic acquisition opportunities that we believe have the potential to support and strengthen our business. We cannot predict the timing or size of any future acquisitions. Intense competition exists for acquisition opportunities in our industry. Competition for acquisitions may increase the cost of, or cause us to refrain from, completing acquisitions. We may be unable to identify and complete acquisitions on favorable terms, or at all. Our ability to complete acquisitions is dependent upon, among other things, the willingness of acquisition candidates we identify to sell, our ability to obtain financing or capital, if needed, on satisfactory terms, and, in some cases, regulatory approvals. The investigation of acquisition candidates and the negotiation, drafting and execution of relevant agreements requires substantial management time and attention and substantial costs for accountants, attorneys and others. If we fail to complete any acquisition for any reason, including events beyond our control, the costs incurred up to that point for the proposed acquisition likely would not be recoverable.

Acquisitions typically require integration of the acquired company’s estimation, project management, finance, information technology, risk management, purchasing and fleet management functions. We may be unable to successfully integrate businesses we acquire, including the businesses of the Schwarz Entities, Hope and Nelson Bros. into our existing business, and acquired businesses may not be as profitable as we had expected or at all. Acquisitions involve risks that the acquired business will not perform as expected and that our expectations concerning the value, strengths and weaknesses of the acquired business will prove incorrect.

We have expanded into the Texas and Louisiana markets in connection with the recent Hope Acquisition and Nelson Acquisition, and future acquisition targets may be in geographic regions in which we do not currently operate, which could result in unforeseen operating difficulties and difficulties in coordinating geographically dispersed operations, personnel and facilities. In addition, as we enter into new geographic markets, we have

 

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become subject to, and may in the future become subject to, additional and unfamiliar legal and regulatory requirements. Compliance with regulatory requirements may impose substantial additional obligations on us and our management, cause us to expend additional time and resources in compliance activities and increase our exposure to penalties or fines for non-compliance with such additional legal requirements. Our recently completed acquisitions and any future acquisitions could cause us to become involved in labor, commercial, or regulatory disputes or litigation related to any new enterprises and could require us to invest further in operational, financial and management information systems and to attract, retain, motivate and effectively manage local or regional management and additional employees. Upon completion of an acquisition, key members of the acquired company management team may resign, which could require us to attract and retain new management and could make it difficult to maintain customer relationships. Our inability to effectively manage the integration of our completed and future acquisitions could prevent us from realizing expected rates of return on an acquired business and could have a material and adverse effect on our business, financial condition, results of operations, liquidity and cash flows.

We cannot guarantee that we will achieve synergies and cost savings in connection with recent and future acquisitions. Businesses that we may acquire could have unaudited financial statements that were prepared by management and were not independently reviewed or audited, and such financial statements could be materially different if they were independently reviewed or audited. We cannot guarantee that we will continue to acquire businesses at valuations consistent with our prior acquisitions or that we will complete future acquisitions at all. In addition, our results of operations from these acquisitions could, in the future, result in impairment charges for any of our intangible assets, including goodwill or other long-lived assets, particularly if economic conditions worsen unexpectedly.

A significant slowdown or decline in economic conditions, particularly in the southern United States, could adversely impact our results of operations.

We currently sell our ready-mix concrete and sand products to the construction industry in Arkansas, Oklahoma, Texas and Louisiana. A significant slowdown or decline in economic conditions or uncertainty regarding the economic outlook in the United States generally, or in the states in which we operate particularly, could reduce demand in the construction industry in our markets. Construction spending is also affected by changes in interest rates, demographic shifts, industry cycles, employment levels, inflation and other business, economic and financial factors, any of which could contribute to a downturn in construction activities or spending in these states. In addition, any instability in the financial and credit markets could negatively impact our customers’ ability to pay us on a timely basis, or at all, for work on projects already in progress, could cause our customers to delay or cancel projects in our contract backlog and could create difficulties for customers to obtain adequate financing to fund new projects, including through the issuance of municipal bonds.

Because our industry is capital-intensive and we have significant fixed and semi-fixed costs, our profitability is sensitive to changes in volume.

The property, plants and equipment needed to produce our products and provide our services are expensive. We must spend a substantial amount of capital to purchase and maintain such assets. Although we believe our current cash balance, along with our projected internal cash flows and available financing sources, will provide sufficient cash to support our currently anticipated operating and capital needs, if we are unable to generate sufficient cash to purchase and maintain the property, plants and equipment necessary to operate our business, or if the timing of payments on our receivables is delayed, we may be required to reduce or delay planned capital expenditures or to incur indebtedness. In addition, due to the level of fixed and semi-fixed costs associated with our business, volume decreases could have a material adverse effect on our financial condition, results of operations or liquidity.

 

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Reduced demand for new home construction could adversely affect the residential construction market, which could affect our financial position, operating results and liquidity.

Approximately 36.7% of our revenue for the fiscal year ended December 31, 2025, was from residential construction contractors. Tightening of mortgage lending, mortgage financing requirements or higher interest rates could adversely affect the ability to obtain credit for some borrowers, or reduce the demand for new home construction, which could have a material adverse effect on our business and results of operations. In addition, the limitation of the home mortgage interest and property tax deductions could reduce the demand for new home construction, which could have a material adverse effect on our business and results of operations. Additionally, a decrease in current migration inflow patterns or increased population outflow could reduce the demand for new home construction in the areas in which we operate. A downturn in new home construction could also adversely affect our customers focused on residential construction, possibly resulting in slower payments, higher default rates in our accounts receivable and an overall increase in working capital.

Our operating results may vary significantly from one reporting period to another and may be adversely affected by the cyclical nature of the markets we serve.

The relative demand for our products is a function of the highly cyclical construction industry. As a result, our revenue may be adversely affected by declines in the construction industry generally and in our local markets. Our results also may be materially affected by:

 

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the level of commercial and residential construction in our local markets, including reductions in the demand for new residential housing construction below current or historical levels;

 

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the availability of funds for public or infrastructure construction from local, state and federal sources;

 

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unexpected events that delay or adversely affect our ability to deliver concrete according to our customers’ requirements;

 

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changes in interest rates and lending standards;

 

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changes in the mix of our customers and business, which result in periodic variations in the margins on jobs performed during any particular quarter;

 

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the timing and cost of acquisitions and difficulties or costs encountered when integrating acquisitions;

 

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the budgetary spending patterns of customers;

 

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increases in construction and design costs;

 

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power outages and other unexpected delays;

 

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our ability to control costs and maintain quality;

 

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pricing pressure due to changes in asset utilization or economic weakness;

 

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employment levels; and

 

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regional or general economic conditions.

Accordingly, our operating results in any particular quarter may not be indicative of the results that you can expect for any other quarter or for the entire year. Furthermore, negative trends in the ready-mix concrete or aggregates industries or in our geographic markets could have material adverse effects on our business, financial condition, results of operations, liquidity and cash flows.

A significant downturn in the construction industry may result in an impairment of our goodwill.

We test goodwill for impairment if events or circumstances change in a manner that would more likely than not reduce the fair value of a reporting unit below its carrying value. During such impairment testing, we may

 

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identify events or changes in circumstances that could indicate the fair value of one or more of our reporting units is below its carrying value. For example, a significant downturn in the construction industry may have an adverse effect on the fair value of our reporting units. A decrease in the estimated fair value of one or more of our reporting units could result in the recognition of a material, non-cash write-down of goodwill.

Our business is seasonal and subject to adverse weather.

Because our business is primarily conducted outdoors, erratic weather patterns, seasonal changes and other weather-related conditions affect our business. Adverse weather conditions, including tornados, cold weather, snow and heavy or sustained rainfall, reduce construction activity, restrict the demand for our products and impede our ability to efficiently deliver concrete. For example, our operating results during 2025 were significantly impacted by unusually heavy and sustained rainfall across Oklahoma and Arkansas during the year, which limited construction activity and reduced delivery days. Adverse weather conditions could also increase our costs and reduce our production output as a result of power loss, needed plant and equipment repairs, delays in obtaining permits, time required to remove water from flooded operations and similar events. In addition, during periods of extended adverse weather or other operational delays, we may elect to continue to pay certain hourly employees to maintain our workforce, which may adversely impact our results of operations. Severe drought conditions can also restrict available water supplies and restrict production. Consequently, these events could adversely affect our business, financial condition, results of operations, liquidity and cash flows.

Our business depends on the availability of sand and aggregate reserves or deposits and our ability to obtain or mine them economically.

Sand and aggregates are a key component of ready-mix concrete. Because sand and aggregates are inexpensive, they are generally cost prohibitive to transport long distances, except in large quantities by railroad or water. As a result, access to local supplies of sand and aggregates, whether mined locally or shipped there by railroad or water, is critical to the operations of our ready-mix concrete business. We may face challenges finding sand and aggregate deposits that we can mine economically with appropriate permits, either within our markets or in long-haul transportation corridors that can economically serve our markets. Due to urban growth, available quarrying locations have been reduced, and communities have imposed restrictions on mining, making aggregates and sand supplies scarce in certain markets. Therefore, our future success is dependent, in part, on our ability to accurately forecast future areas of high growth in order to locate optimal facility sites and on our ability to secure operating and environmental permits to operate at those sites. If we are unable to access economical sources of sand and aggregates either internally or from third parties, our business, financial condition, results of operations, liquidity and cash flows might be materially and adversely affected.

We may lose business to competitors who underbid us, and we may be otherwise unable to compete favorably in our highly competitive industry.

Our competitive position in a given market depends largely on the location and operating costs of our plants and prevailing prices in that market. Price is the primary competitive factor among suppliers for small or less complex jobs, principally in residential construction. However, timeliness of delivery and consistency of quality and service, as well as price, are the principal competitive factors among suppliers for large or complex jobs. Concrete manufacturers like us generally obtain customer contracts through local sales and marketing efforts directed at general contractors, developers, governmental agencies and homebuilders. As a result, we depend on local relationships. We generally do not have long-term sales contracts with our customers.

Our competitors range from small, owner-operated private companies to subsidiaries or operating units of large, vertically integrated manufacturers of concrete, cement and aggregates. Our vertically integrated competitors generally have greater manufacturing, financial and marketing resources than we have, providing them with competitive advantages. Competitors having lower operating costs than we do or having the financial resources to enable them to accept lower margins than we do may have competitive advantages over us for jobs

 

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that are particularly price-sensitive. Competitors having greater financial resources than we do to invest in new mixer trucks, build plants in new areas, or pay for acquisitions also may have competitive advantages over us.

If we are unable to accurately estimate the overall risks, revenues or costs on our projects, we may incur contract losses or achieve lower profits than anticipated.

Pricing on fixed unit price contracts is based on approved quantities irrespective of our actual costs, and contracts with a fixed total price require that the work be performed for an agreed-upon price irrespective of our actual costs. We generate profits on fixed unit price and fixed total price contracts only when our revenues exceed our actual costs, which requires us to accurately estimate and control our costs and avoid cost overruns. If our cost estimates are too low or if we do not perform the contract within our cost estimates, then cost overruns may cause us to incur a loss or cause the contract not to be as profitable as we expected. The costs incurred and profit realized, if any, on our contracts can vary, sometimes substantially, from our original projections due to a variety of factors, including, but not limited to:

 

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the failure to include materials or work in a bid, or the failure to estimate properly the quantities or costs needed to complete a fixed total price contract;

 

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delays caused by weather conditions or otherwise failing to meet scheduled acceptance dates;

 

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contract or project modifications or conditions creating unanticipated costs that are not covered by change orders;

 

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unanticipated re-work or replacement costs in the event that a project is not completed on spec;

 

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changes in the availability, proximity and costs of materials, including sand and aggregates, as well as fuel and lubricants for our equipment;

 

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the availability and skill level of workers;

 

  •  

onsite conditions that differ from those assumed in the original bid;

 

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the failure by our suppliers, subcontractors, engineers or customers to perform their obligations;

 

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fraud, theft or other improper activities by our suppliers, subcontractors, engineers, customers or personnel;

 

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mechanical problems with our machinery or equipment;

 

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citations issued by a government authority, including OSHA or MSHA;

 

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difficulties in obtaining required government permits or approvals;

 

  •  

changes in applicable laws and regulations;

 

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uninsured claims or demands from third parties for alleged damages arising from the design, construction or use and operation of a project of which our work is part; and

 

  •  

public infrastructure customers seeking to impose contractual risk-shifting provisions that result in increased risks to us.

These and other factors may cause us to incur losses, which could have a material adverse effect on our financial condition, results of operations or liquidity.

We depend on our information technology systems and processes, which are subject to cybersecurity and data leakage risks.

We depend on information technology systems and infrastructure that could be damaged or interrupted by a variety of factors. Any significant breach, breakdown, destruction or interruption of these systems has the

 

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potential to negatively affect our operations. We could experience a business interruption, theft of information or reputational damage as a result of a cybersecurity attack, such as the infiltration of a data center, or data leakage of confidential information either internally or through our third-party providers. Although we have invested in the protection of our data and information technology to reduce these risks and periodically test the security of our information systems network, our efforts may not prevent breakdowns or breaches in our systems that could have a material adverse effect on our financial condition, results of operations and liquidity. Similarly, our suppliers rely extensively on computer systems to process transactions and manage their businesses and, thus, are also at risk of, and may be impacted by, cybersecurity attacks. Although we have not experienced a material cybersecurity incident or business interruption event to date, an interruption in the business operations of our suppliers and other third parties with which we do business resulting from a cybersecurity attack could indirectly impact our business operations.

We depend on third parties for concrete equipment and materials essential to operate our business.

We rely on third parties to sell or lease property, plant and equipment to us and to provide us with materials necessary for our operations, including cement, aggregates and other substances. We cannot provide assurance that our favorable working relationships with our suppliers will continue in the future. Also, there have historically been periods of supply shortages in the concrete industry, particularly in a strong economy. If we are unable to purchase or lease necessary properties or equipment, our operations could be severely impacted. If we lose our supply contracts and receive insufficient supplies from third parties to meet our customers’ needs or if our suppliers experience price increases or disruptions to their business, such as labor disputes, supply shortages, or distribution problems, our business, financial condition, results of operations, liquidity and cash flows could be materially and adversely affected.

We use large amounts of electricity and diesel fuel that are subject to potential reliability issues, supply constraints, and significant price fluctuation, which could affect our financial position, operating results and liquidity.

In our production and distribution processes, we consume significant amounts of electricity and diesel fuel. The availability and pricing of these resources are subject to market forces that are beyond our control. Furthermore, we are vulnerable to any reliability issues experienced by our suppliers, which also are beyond our control. Our suppliers contract separately for the purchase of such resources and our sources of supply could be interrupted should our suppliers not be able to obtain these materials due to higher demand or other factors that interrupt their availability. Variability in the supply and prices of these resources could materially affect our financial position, results of operations and liquidity from period to period.

Delays or interruptions of our transportation logistics could affect operating results.

Our products are distributed to our markets by trucks, which are Company-owned. Transportation logistics play an important role in allowing us to supply products to our customers. Any significant delays, disruptions, or the non-availability of our transportation support system could negatively affect our operations. Transportation operations are subject to factors outside of our control, including capacity constraints, high fuel costs and various hazards, including extreme weather conditions and slowdowns due to labor strikes and other work stoppages. If there are material changes in the availability or cost of transportation services, we may not be able to arrange alternative and timely means to transport our products or fuels at a reasonable cost, which could materially affect our financial position and results of operations.

Our continued success requires us to hire, train and retain qualified personnel and subcontractors in a competitive industry.

The success of our business depends on our ability to attract, train and retain qualified, reliable personnel, including, but not limited to, our executive officers and key management personnel. In addition, we rely on

 

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project management personnel, skilled plant managers, technicians, drivers and other employees and qualified subcontractors who possess the necessary and required experience and expertise to perform their respective services at a reasonable and competitive rate. Competition for these and other experienced personnel is intense, and it may be difficult to attract and retain qualified individuals with the requisite expertise and within the time frame demanded by our customers. In certain geographic areas, for example, we may not be able to satisfy the demand for our services because of our inability to successfully hire, train and retain qualified personnel. Also, it could be difficult to replace personnel who hold credentials that may be required to perform certain government projects and/or who have significant government contract experience. As some of our executives and other key personnel approach retirement age, we must provide for smooth transitions, which may require that we devote time and resources to identify and integrate new personnel into vacant leadership roles and other key positions. If we are unable to attract and retain enough skilled personnel or effectively implement appropriate succession plans, our ability to pursue projects and our strategic plan may be adversely affected, the costs of executing both our existing and future projects may increase, and our financial performance may decline. In addition, the cost of providing our services, including the extent to which we utilize our workforce, affects our profitability. For example, the uncertainty of contract award timing can present difficulties in matching our workforce size with our contracts. If an expected contract award is delayed or not received, we could incur costs resulting from excess staff or redundancy of facilities that could have a material adverse impact on our business, financial condition and results of operations.

Our results of operations can be adversely affected by labor shortages, turnover and labor cost increases.

Labor is a primary component of operating our business. Several factors may adversely affect the labor force available to us or increase labor costs from time to time, including high employment levels, federal unemployment subsidies and other government regulations. Although we have not experienced material disruptions due to labor shortages to date, we have observed an overall tightening and increasingly competitive labor market. A sustained labor shortage or increased turnover rates within our employee base could lead to increased costs, such as increased overtime to meet demand and increased wage rates to attract and retain employees, and could negatively affect our ability to complete our projects according to the required schedule or otherwise efficiently operate our business. If we are unable to hire and retain employees capable of performing at a high level, or if mitigation measures we may take to respond to a decrease in labor availability, such as overtime and third-party outsourcing, have unintended negative effects, our business could be adversely affected. In addition, we distribute our products and receive raw materials primarily by truck. Reduced availability of trucking capacity due to shortages of drivers and increased fuel costs has caused an increase in the cost of transportation for us and our suppliers. An overall labor shortage, lack of skilled labor, increased turnover or labor inflation could have a material adverse impact on our operations, results of operations, liquidity or cash flows.

Our failure to comply with immigration laws could result in significant liabilities, harm our reputation with our customers and disrupt our operations.

Although we take steps to verify the employment eligibility status of our employees, some of our employees may, without our knowledge, be unauthorized workers. Unauthorized workers are subject to deportation and may subject us to fines or penalties and, if any of our workers are found to be unauthorized, we could experience adverse publicity that could make it more difficult to hire and retain qualified employees. Termination of a significant number of unauthorized employees may disrupt our operations and cause temporary increases in our labor costs as we train new employees. We could also become subject to fines, penalties and other costs related to claims that we did not fully comply with all recordkeeping obligations of federal and state immigration laws. If we fail to comply with these laws, our operations may be disrupted. In addition, many of our customer contracts specifically require compliance with immigration laws, and, in some cases, our customers’ audit compliance with these laws. Further, several of our customers require that we ensure that our subcontractors comply with these laws with respect to the workers that perform services for them. A failure to comply with these laws or to ensure compliance by our subcontractors could damage our reputation and may cause our

 

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customers to cancel contracts with us or to not award future business to us. These factors could adversely affect our results of operations and financial position.

Federal, state and local employment-related laws and regulations could increase our cost of doing business and subject us to fines and lawsuits.

Our operations are subject to a variety of federal, state and local employment-related laws and regulations, including, but not limited to, the U.S. Fair Labor Standards Act, which governs such matters as minimum wages, the Family Medical Leave Act, overtime pay, compensable time, recordkeeping and other working conditions, Title VII of the Civil Rights Act, the Employee Retirement Income Security Act, the Americans with Disabilities Act, the National Labor Relations Act, regulations of the Equal Employment Opportunity Commission, regulations of the Office of Civil Rights, regulations of the Department of Labor, regulations of state attorneys general, federal and state wage and hour laws, and a variety of similar laws enacted by the federal and state governments that govern these and other employment-related matters. Compliance with these evolving federal, state and local laws and regulations could substantially increase our cost of doing business. In recent years, companies have been subject to lawsuits, including class action lawsuits, alleging violations of federal and state law regarding workplace and employment matters, overtime wage policies, discrimination and similar matters, some of which have resulted in the payment of meaningful damages by the defendants. Similar lawsuits may be threatened or instituted against us from time to time, and we may incur damages and expenses resulting from lawsuits of this type, which could have a material adverse effect on our business, financial condition or results of operations. We are currently subject to employee-related legal proceedings in the ordinary course of business. While we believe that we have adequate reserves for those losses that we believe are probable and can be reasonably estimated, the ultimate results of legal proceedings and claims cannot be predicted with certainty.

Our business depends on federal, state and local government spending for public infrastructure construction, and reductions in government funding could adversely affect our results of operations.

During the fiscal year ended December 31, 2025, we generated approximately 15.8% of our construction contract revenues from publicly funded projects and the sale of ready-mix concrete to public customers at the federal, state and local levels. As a result, if publicly funded construction decreases due to reduced federal, state or local funding or otherwise, our financial condition, results of operations and liquidity could be materially adversely affected. In November 2021, the IIJA was signed into law, which provided additional funding for highways, bridges and airports over a five-year period. The IIJA authorized approximately $1.2 trillion in federal spending for transportation and infrastructure projects across the United States. Of this, approximately $51 billion has been earmarked through 2026 for infrastructure development in Arkansas, Oklahoma, Texas and Louisiana. In addition, the Inflation Reduction Act passed in August 2022 has provided funding for a variety of infrastructure-related programs. Although these laws provide for funding for street, highway and other public works projects at historically high levels, the timing, nature and scale of the projects for which these funds under these programs or otherwise will be used remains uncertain given variations in the appropriation processes at the federal and state levels. As a result, we cannot be assured of the existence, timing or amount of future infrastructure funding. Federal infrastructure funding is also subject to uncertainties associated with congressional spending, including the potential impacts of budget deficits, government shutdowns and federal sequestration.

State and local governments fund their infrastructure spending from specially allocated amounts collected from various state and local taxes, respectively, typically fuel taxes and vehicle fees, as well as from voter-approved bond programs. Shortages in state and local tax revenues can reduce the amount spent or delay expenditures on state and local infrastructure projects, respectively. Many state and local governments have experienced state-level funding pressures caused by lower tax revenues and an inability to finance approved projects. Even if federal, state and local funding remains at historical levels, there is no guarantee that we will win bids for projects for which funding is allocated. Any reduction in federal, state or local government infrastructure funding in the areas in which we operate could have a material adverse effect on our results of operations.

 

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Governmental regulations, including environmental regulations, may result in increases in our operating costs and capital expenditures and decreases in our earnings.

A wide range of federal, state and local laws, ordinances and regulations apply to our operations, including water usage; land usage; street and highway usage; noise levels; operating hours; and health, safety and environmental matters.

In many instances, we must have various certificates, permits, or licenses to conduct our business. Our failure to maintain required certificates, permits, or licenses or to comply with applicable governmental requirements could result in substantial fines or possible revocation of our authority to conduct some of our operations. Delays in obtaining approvals for the transfer or grant of certificates, permits or licenses, or failure to obtain new certificates, permits or licenses, could impede the implementation of any acquisitions.

Governmental requirements that impact our operations include those relating to air quality, solid and hazardous waste management and cleanup and water quality. These requirements are complex and subject to change. The Trump administration may enact and implement new laws and enhanced regulations that could adversely and materially affect us. Certain laws, such as the Comprehensive Environmental Response, Compensation and Liability Act, can impose strict liability in some cases without regard to negligence or fault, including for the conduct of or conditions caused by others, or for our acts that complied with all applicable requirements when we performed them. Our compliance with amended, new or more stringent requirements, stricter interpretations of existing requirements, or the future discovery of environmental conditions may require us to make unanticipated material expenditures. In addition, we may fail to identify, or obtain indemnification for, environmental liabilities of acquired businesses.

Climate change and related laws and regulations could adversely affect us. The potential impact of climate change on our operations and our customers remains uncertain. The primary risk that climate change poses to our business is the potential for increases in the volume, frequency and intensity of rainfall and tropical storms, which would impair our ability to perform our projects. Climate change could also lead to disruptions in our supply chain, thereby impairing our production capabilities, or the distribution of our products due to major storm events or prolonged adverse conditions, changing temperature levels or flooding from sea level changes. These changes could be severe and could negatively impact demand for our products and services. In addition, governmental initiatives to address climate change could, if adopted, restrict our operations, require us to make capital or other expenditures to comply with these initiatives, increase our costs, impact our ability to compete or negatively impact efforts to obtain permits, licenses and other approvals for existing and new facilities. Our inability to timely respond to the risks posed by climate change and the costs of compliance with climate change laws and regulations could have a material adverse impact on us.

Our operations are subject to various hazards, including natural disasters, that may cause personal injury or property damage for which we have a limited amount of insurance, and our business, operating costs and profitability could be adversely affected.

Operating mixer trucks, particularly when loaded, exposes our drivers and others to traffic hazards. Our drivers are subject to the usual hazards associated with providing services on construction sites, while our plant personnel are subject to the hazards associated with moving and storing large quantities of heavy raw materials. Operating hazards can cause personal injury and loss of life, damage to or destruction of property, plant and equipment and environmental damage. Although we conduct training programs designed to reduce these risks, we cannot eliminate these risks. We maintain insurance coverage against certain workers’ compensation, automobile and general liability risks as part of our overall risk management strategy, and a portion of our contracts require us to maintain specific types and amounts of coverage. Under certain components of our insurance program, we share the risk of loss with our insurance underwriters by maintaining high deductibles subject to aggregate annual loss limitations. This insurance may not be adequate to cover all losses or liabilities we may incur in our operations, and we may not be able to maintain insurance of the types or at levels we deem

 

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necessary or adequate, or at rates we consider reasonable. A partially or completely uninsured claim, if successful and of sufficient magnitude, could have a material adverse effect on us.

We maintain only a limited amount of insurance for natural disasters. A natural disaster or other serious disruption to our facilities due to earthquake, hurricane, fire, flood, severe weather or any other cause could substantially disrupt our operations. In addition, we could incur significantly higher costs during the time it takes us to reopen or replace one or more of our facilities, which may not be reimbursed by insurance.

The insurance policies we maintain are subject to varying levels of deductibles. Losses up to the deductible amounts are accrued based on our estimates of the ultimate liability for claims incurred and an estimate of claims incurred but not reported. If we were to experience insurance claims or costs above our estimates, our business, financial condition, results of operations, liquidity and cash flows might be materially and adversely affected.

Increasing insurance claims and expenses could lower our profitability and increase our business risk.

The nature of our business subjects us to product liability, property damage, business interruption, personal injury and workers’ compensation claims. Increased premiums charged by insurance carriers may further increase our expenses as coverage expires or otherwise cause us to raise our self-insured retention amounts. If the number or severity of claims within our self-insured retention increases, we could suffer losses in excess of our reserves. An unusually large liability claim or a string of claims may exceed our insurance coverage or result in direct damages if we were unable or elected not to insure against certain hazards because of high premiums or other reasons. In addition, the availability of, and our ability to collect on, insurance coverage may be subject to factors beyond our control. Further, allegations relating to workers’ compensation violations may result in investigations by insurance regulatory or other governmental authorities, which investigations, if any, could have a direct or indirect material adverse effect on our ability to pursue certain types of business which, in turn, could have a material adverse effect on our business, financial position, results of operations, liquidity and cash flows.

Financial and Liquidity Risks

Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations.

Our debt consists primarily of our borrowings under the Amended Credit Agreement, which provides for a fully drawn senior secured first lien Term Loan facility in the aggregate principal amount of $205 million and a $25 million Revolving Credit Facility. As of December 31, 2025, $194.3 million aggregate principal amount remained on the Term Loan and $21.5 million remained available on the Revolving Credit Facility. A significant portion of our cash flow is required to pay interest and principal on our outstanding indebtedness, and we may be unable to generate sufficient cash flow from operations, or have future borrowings available, to enable us to repay our indebtedness or to fund other liquidity needs. Among other consequences, this level of indebtedness could:

 

  •  

require us to use a significant percentage of our cash flow from operations for debt service and the satisfaction of repayment obligations, and not for other purposes;

 

  •  

limit our ability to borrow money or issue equity to fund our working capital, capital expenditures, acquisitions and debt service requirements;

 

  •  

cause our interest expense to increase if there is a general increase in interest rates, because a portion of our indebtedness bears interest at floating rates;

 

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limit our flexibility in planning for or reacting to changes in our business and future business opportunities;

 

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cause us to be more highly leveraged than some of our competitors, which may place us at a competitive disadvantage;

 

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  •  

make us more vulnerable to a downturn in our business or the economy; and

 

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limit our ability to exploit business opportunities.

Volatility in the credit markets, including due to changes in interest rates in the United States, may further increase our interest payments. We have secured overnight financing rate (“SOFR”)-based floating rate borrowings under the Amended Credit Agreement which expose us to variability in interest payments due to changes in the reference interest rates. SOFR has a limited history as a reference rate, and changes in SOFR have, on occasion, been more volatile than changes in other benchmark or market rates. As a result, the amount of interest we may pay on our variable rate indebtedness is difficult to predict. Although the Amended Credit Agreement restricts our ability to incur additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and we could incur substantial additional indebtedness in compliance with these restrictions. This could reduce our ability to satisfy our current obligations and further exacerbate the risks to our financial condition described above.

The Amended Credit Agreement restricts our ability to engage in some business and financial transactions.

The Amended Credit Agreement contains a number of covenants that limit, subject to certain exceptions, our ability to incur additional indebtedness or guarantees, create liens on assets, change our or our subsidiaries’ fiscal year, accounting policies or reporting practices, enter into sale and leaseback transactions, enter into certain restrictive agreements, engage in mergers or consolidations, participate in partnerships and joint ventures, sell assets, incur additional liens, pay dividends or distributions and make other restricted payments, make investments, loans or advances, repay or amend the terms of subordinated indebtedness, prepay or amend the terms of certain other indebtedness in a manner adverse to the lenders or which would shorten the final maturity of such indebtedness, make acquisitions, enter into certain hedge transactions, amend material contracts, engage in certain transactions with affiliates, engage in new lines of business, or issue any new senior preferred equity unless we are in compliance on a pro forma basis with our financial covenants and our pro forma consolidated senior leverage ratio is less than 2.50 to 1.00. The Amended Credit Agreement also requires us to maintain a consolidated fixed charge coverage ratio and a consolidated senior leverage ratio, and the Amended Credit Agreement contains certain customary representations and warranties, affirmative covenants and events of default (including, among others, an event of default upon a change of control). If an event of default occurs, the lenders under the Amended Credit Agreement will be entitled to accelerate amounts due thereunder and take other actions permitted to be taken by a secured creditor. If our indebtedness is accelerated, we cannot be certain that we will have sufficient funds available to pay the accelerated indebtedness or that we will have the ability to refinance the accelerated indebtedness on terms favorable to us or at all.

We may need to raise additional capital in the future, and we may not be able to do so on favorable terms or at all, which could impair our ability to operate our business or achieve our growth objectives.

Our ongoing ability to generate cash is important for funding our continuing operations, making acquisitions and servicing our indebtedness. To the extent that existing cash balances and cash flow from operations, together with borrowing capacity under our Revolving Credit Facility, are insufficient to make investments or acquisitions or provide needed working capital, we may require additional financing from other sources. Our ability to obtain such additional financing in the future will depend in part on prevailing market conditions, as well as conditions in our business and our operating results. Furthermore, if global economic, political or other market conditions adversely affect the financial institutions that provide credit to us, it is possible that our ability to draw upon our Revolving Credit Facility may be impacted. If adequate funds are not available, or are not available on acceptable terms, we may not be able to make certain investments, take advantage of acquisitions or other opportunities or respond to competitive challenges, each of which could have a material adverse impact on our financial position, results of operations, cash flows and liquidity.

 

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Unfavorable developments affecting the banking and financial services industry could adversely affect our business, liquidity and financial condition and overall results of operations.

Actual events, concerns or speculation about disruption or instability in the banking and financial services industry, such as liquidity constraints, the failure of individual institutions, or the inability of individual institutions or the banking and financial service industry generally to meet their contractual obligations, could significantly impair our access to capital, delay access to deposits or other financial assets, or cause actual loss of funds subject to cash management arrangements. Similarly, these events, concerns or speculation could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all. Additionally, our customers, critical vendors and business partners also could be adversely affected by these risks as described above, which in turn could result in their committing a breach or default under their contractual agreements with us, their insolvency or bankruptcy, or other adverse effects. Any decline in available funding or access to our cash and liquidity resources, or non-compliance of banking and financial services counterparties with their contractual commitments to us could, among other risks, have material adverse impacts on our ability to meet our operating expenses and other financial needs, could result in breaches of our financial and/or contractual obligations and could have material adverse impacts on our business, financial condition and results of operations.

The unaudited pro forma financial information included elsewhere in this prospectus may not be indicative of our future operating results or financial performance.

The unaudited pro forma financial information included in this prospectus is presented for illustrative purposes only and has been prepared based on a number of assumptions. Accordingly, such pro forma financial information may not be indicative of our future operating results or financial performance, and our actual financial condition and results of operations may vary materially from the unaudited pro forma results of operations and balance sheet contained elsewhere in this prospectus, including as a result of such assumptions not being accurate. See “Unaudited Pro Forma Condensed Combined Financial Information.”

Risks Related to Ownership of our Class A Common Stock and Warrants

An active market for our Class A Common Stock may not continue to develop, which would adversely affect the liquidity and price of our securities.

Prior to the Business Combination, there was no public market for Class A Common Stock. We cannot predict the extent to which investor interest in us will lead to the development of a trading market on Nasdaq or otherwise, or how liquid that market might become. If an active market does not continue develop, stockholders may have difficulty selling any Class A Common Stock. An inactive market may also impair our ability to raise capital by selling our Class A Common Stock and may impair our ability to acquire or make investments in companies for which we may issue equity securities to pay for such acquisitions.

There can be no assurance that the shares of our Class A Common Stock will be able to comply with the continued listing rules of Nasdaq.

Our Class A Common Stock is listed on The Nasdaq Global Market. In order to maintain our listing, we are required to satisfy continued listing requirements. There can be no assurance we will continue satisfying such continued listing requirements, which include that the closing bid price of our Class A Common Stock be at least $1.00 per share, that we have at least 400 round lot holders and at least 750,000 publicly held shares, that the market value of our publicly held securities be at least $5 million, and that we meet one of these standards: stockholders’ equity of at least $10 million; market value of listed securities of at least $50 million; or total assets and total revenues of at least $50 million each in the latest fiscal year or in two of the last fiscal years.

 

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If Nasdaq delists our securities from trading on its exchange and the Company is not able to list its securities on another national securities exchange, our securities could be quoted on an over-the-counter market. If this were to occur, the Company could face significant material adverse consequences, including:

 

  •  

a limited availability of market quotations for our Class A Common Stock;

 

  •  

reduced liquidity for our Class A Common Stock;

 

  •  

a determination that our Class A Common Stock is a “penny stock” which will require brokers trading in our Class A Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Class A Common Stock;

 

  •  

a decreased ability to issue additional Class A Common Stock or obtain additional financing in the future.

As a result of these factors, if our Class A Common Stock is delisted from Nasdaq, the value and liquidity of our Class A Common Stock would likely be significantly adversely affected. A delisting of our Class A Common Stock from Nasdaq could also result in a loss of confidence by investors, employees and/or business partners.

In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our Class A Common Stock to become listed again, stabilize the market price or improve the liquidity of our Class A Common Stock, prevent our Class A Common Stock from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with the listing requirements of Nasdaq.

The price of our Class A Common Stock may change significantly, and you could lose all or part of your investment as a result.

The trading price of our Class A Common Stock is volatile. The stock market recently has experienced extreme volatility. This volatility often has been unrelated or disproportionate to the operating performance of particular companies. Investors may not be able to resell their shares of our Class A Common Stock at an attractive price due to a number of factors, including, but not limited to, the following:

 

  •  

results of operations that vary from the expectations of securities analysts and investors;

 

  •  

results of operations that vary from those of our competitors;

 

  •  

changes in expectations as to our future financial performance, including financial estimates and investment recommendations by securities analysts and investors;

 

  •  

declines in the market prices of stocks generally;

 

  •  

strategic actions by us or our competitors;

 

  •  

announcements by us or our competitors of significant contracts, acquisitions, joint ventures, other strategic relationships or capital commitments;

 

  •  

any significant change in our management;

 

  •  

changes in general economic or market conditions or trends in our industry or markets;

 

  •  

changes in business or regulatory conditions, including new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

 

  •  

future sales of our Class A Common Stock or other securities;

 

  •  

investor perceptions of the investment opportunity associated with our Class A Common Stock relative to other investment alternatives;

 

  •  

the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC;

 

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  •  

litigation involving us, our industry, or both, or investigations by regulators into our Board, our operations or those of our competitors;

 

  •  

guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance;

 

  •  

the sustainability of an active trading market for our Class A Common Stock;

 

  •  

actions by institutional or activist stockholders;

 

  •  

changes in accounting standards, policies, guidelines, interpretations or principles; and

 

  •  

other events or factors, including those resulting from pandemics, natural disasters, war, acts of terrorism or responses to these events.

These broad market and industry fluctuations may adversely affect the market price of our Class A Common Stock, regardless of our actual operating performance. In addition, price volatility may be greater if the public float and trading volume of our Class A Common Stock is low.

In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If we are involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business, regardless of the outcome of such litigation.

The dual class structure of our Common Stock has the effect of concentrating voting control with holders of our Class B Common Stock, which limits the ability of holders of our Class A Common Stock to influence corporate matters.

Pursuant to our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), each share of our Class B Common Stock has 10 votes per share, and each share of our Class A Common Stock has one vote per share. As of May 5, 2026, the outstanding Class B Common Stock represented approximately 82.6% of the total voting power of our outstanding Common Stock. The shares of our Class B Common Stock are owned primarily by Dothan Concrete Investors, LLC (“Dothan Concrete”) and Dothan Independent, which are vehicles controlled by the SunTx Group. Because of the 10-to-one voting ratio between our Class B Common Stock and our Class A Common Stock, the holders of our Class B Common Stock collectively control a majority of the combined voting power of our Common Stock and therefore control the outcome of all matters submitted to our stockholders. This concentrated control limits and precludes the ability of holders of shares of our Class A Common Stock to influence corporate matters. Transfers of shares of our Class B Common Stock will generally result in those shares converting into shares of Class A Common Stock, with limited exceptions. The conversion of shares of our Class B Common Stock into Class A Common Stock has the effect, over time, of increasing the relative voting power of each remaining share of Class B Common Stock.

Future sales, or the perception of future sales, of our Class A Common Stock by us or our stockholders in the public market could cause the market price for our Class A Common Stock to decline.

As of May 5, 2026, the Class A Common Stock being offered for resale in this prospectus represented approximately 70.1% of our total outstanding Class A Common Stock on a fully diluted basis (assuming the issuance of the maximum number of shares of Class A Common Stock underlying our outstanding Class B Common Stock, Series A Preferred Stock, Warrants, Pre-Funded Warrants and Holdco Rollover Securities, but excluding the issuance of any additional shares of Class A Common Stock issuable in connection with future earnout payments by us). After the registration statement of which this prospectus is a part is effective, and until such time that it is no longer effective or all of the Offered Securities are sold, the registration statement will permit the resale of the Offered Securities. The resale, or expected or potential resale, of a substantial number of our Class A Common Stock in the public market could adversely affect the market price for our Class A Common Stock and make it more difficult for investors to sell their Class A Common Stock at times and prices

 

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that such investors feel are appropriate. Furthermore, we expect that, because there will be a large number of shares registered pursuant to the registration statement of which this prospectus forms a part, the Selling Holders will continue to offer the Offered Securities for a significant period of time, the precise duration of which cannot be predicted. Accordingly, the adverse market and price pressures resulting from the offering of the Offered Securities may continue for an extended period of time.

As restrictions on resale end and the registration statement of which this prospectus forms a part is available for use, the market price of our Class A Common Stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. Further, sales of our Class A Common Stock upon expected expiration of resale restrictions could encourage short sales by market participants. Generally, short selling means selling a security, contract or commodity not owned by the seller. The seller is committed to eventually purchase the financial instrument previously sold. Short sales are used to capitalize on an expected decline in the security’s price. As such, short sales of our Class A Common Stock could have a tendency to depress the price of our Class A Common Stock, which could further increase the potential for short sales.

In addition, shares of our Common Stock are reserved for future issuance under the 2026 Plan and will become eligible for sale in the public market once those shares are issued, subject to any applicable vesting requirements, lock-up agreements and other restrictions imposed by law. We expect to file one or more registration statements on Form S-8 under the Securities Act to register shares of our Common Stock or securities convertible into or exchangeable for shares of our Common Stock issued pursuant to the 2026 Plan. Any such registration statements on Form S-8 will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market.

In addition, registration rights we may grant in the future, including in the ordinary course of our business, may further depress market prices if these registration rights are exercised or shares of our Class A Common Stock are sold under resale registration statements. The presence of additional shares trading in the public market may also adversely affect the market price of our Class A Common Stock.

As part of our acquisition business strategy, we have in the past and may in the future acquire businesses and issue equity securities to pay for any such acquisition. We may also raise capital through equity financing in the future. Any such issuances of additional capital stock may cause stockholders to experience significant dilution in their percentage of ownership of our stock and cause the per share value of our Class A Common Stock to decline.

Furthermore, while certain of the Selling Holders may experience a positive rate of return based on the current trading price of our Class A Common Stock, public stockholders may not experience a similar rate of return on the securities purchased in the open market due to potential differences in the purchase prices paid by public stockholders for shares of Class A Common Stock bought in the open market and the Selling Holders in transactions in which they purchased or received their Offered Securities and the current trading price of our Class A Common Stock.

The SunTx Group controls the Company, and their interests may conflict with the interests of the Company or yours in the future.

As of May 5, 2026, Dothan Concrete and Dothan Independent, which are vehicles controlled by SunTx, and Ned N. Fleming III, our Executive Chairman (collectively, the “SunTx Group”), beneficially owned approximately 0.8% of the outstanding shares of Class A Common Stock and 98.8% of the outstanding Class B Common Stock, representing approximately 82.6% of the combined voting power of our Common Stock. Each share of our Class B Common Stock has 10 votes per share, and each share of our Class A Common Stock has one vote per share. Therefore, the SunTx Group has the ability to elect all of the members of our Board and

 

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thereby control our policies and operations, including the appointment of management, future issuances of Class A Common Stock or other securities, the payment of dividends, if any, on the Class A Common Stock, our ability to incur or issue debt, amendments to our Certificate of Incorporation or our Amended and Restated By-Laws (the “Bylaws,” and together with the Certificate of Incorporation, our “Organizational Documents”) and entry into extraordinary transactions. This concentration of voting control could deprive investors of an opportunity to receive a premium for their shares of Class A Common Stock as part of a sale of the Company and ultimately might affect the market price of our Class A Common Stock.

In addition, the Company has engaged in related party transactions involving the SunTx Group and certain companies controlled by its members. As a result, the interests of the SunTx Group may not in all cases be aligned with your interests. In addition, the SunTx Group may have an interest in pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investment, even though such transactions might involve risks to you. For example, the SunTx Group could cause us to make acquisitions that increase our indebtedness or cause us to sell revenue-generating assets. SunTx is in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with ours. The Organizational Documents provide that SunTx, any of its affiliates or any director who is not employed by the Company or his or her affiliates do not have a duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we operate. The SunTx Group also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us.

So long as the SunTx Group beneficially owns enough shares of our Class B Common Stock, the SunTx Group will continue to effectively control our decisions, even if the number of shares of outstanding Class B Common Stock is limited in proportion to the total number of shares of Common Stock outstanding. Pursuant to the Organizational Documents, shares of our Class B Common Stock may be transferred to an unrelated third party if SunTx consents to such transfer.

If securities or industry analysts do not publish research or reports about our business, if they change their recommendations regarding our Class A Common Stock or if our operating results do not meet their expectations, the price and trading volume of our Class A Common Stock could decline.

The trading market for our Class A Common Stock depends in part on the research and reports that securities or industry analysts publish about us or our business. If no securities or industry analysts commence coverage of us, the trading price for our Class A Common Stock could be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover us downgrade our securities or publish unfavorable research about our businesses, or if our operating results do not meet analyst expectations, the trading price of our Class A Common Stock would likely decline. If one or more of these analysts cease coverage of us or fails to publish reports on us regularly, demand for our Class A Common Stock could decrease, which might cause our Class A Common Stock price and trading volume to decline.

We may issue preferred stock with terms that could adversely affect the voting power or value of our Class A Common Stock.

Our Certificate of Incorporation authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over our Class A Common Stock with respect to dividends and distributions, as our Board may determine. The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of our Class A Common Stock. For example, we might grant holders of preferred stock the right to elect some number of our directors in all events or upon the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of preferred stock could affect the residual value of our Class A Common Stock.

 

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We are currently an emerging growth company within the meaning of the Securities Act, and to the extent we have taken advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are currently an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information they may deem important. We cannot predict whether investors will find our securities less attractive because we rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company that is either not an emerging growth company or is an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Provisions in our Organizational Documents and Delaware corporate law make it more difficult to effect a change in control, which could adversely affect the price of our Class A Common Stock.

Certain provisions in our Organizational Documents and Delaware corporate law could delay or prevent a change in control, even if that change would be beneficial to our stockholders. The Organizational Documents contain provisions that may make acquiring control of us difficult, including:

 

  •  

a dual class common stock structure, which provides the SunTx Group and the other holders of our Class B Common Stock with the ability to control the outcome of matters requiring stockholder approval, so long as they continue to beneficially own a sufficient number of shares of our Class B Common Stock, even if they own significantly less than 50% of the total number of shares of our outstanding Common Stock;

 

  •  

a classified Board with three-year staggered terms;

 

  •  

provisions regulating the ability of our stockholders to nominate directors for election or to bring matters for action at our annual meetings of stockholders;

 

  •  

limitations on the ability of our stockholders to call a special meeting;

 

  •  

limitations on the ability of our stockholders to act by written consent to become effective once no shares of our Class B Common Stock remain outstanding;

 

  •  

the ability of our Board to adopt, amend or repeal bylaws, and the requirements that, while shares of our Class B Common Stock remain outstanding, the affirmative vote of holders of a majority in voting

 

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power of all the outstanding shares of capital stock be obtained for stockholders to amend our Bylaws, and, once no shares of our Class B Common Stock remain outstanding, the affirmative vote of holders representing at least 66 2∕3% of the voting power of all outstanding shares of capital stock be obtained for stockholders to amend our Bylaws;

 

  •  

the requirement that the affirmative vote of holders representing at least 66 2∕3% of the voting power of all outstanding shares of capital stock be obtained to remove directors or amend our Certificate of Incorporation, to become effective once no shares of our Class B Common Stock remain outstanding; and

 

  •  

the authority of our Board to issue and set the terms of preferred stock without the approval of our stockholders.

These provisions also could discourage proxy contests and make it more difficult for stockholders to elect directors and take other corporate actions. As a result, these provisions could make it more difficult for a third party to acquire us, even if doing so would benefit our stockholders, which may limit the price that investors are willing to pay for shares of our Class A Common Stock.

The Certificate of Incorporation designates certain courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit the ability of our stockholders to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

The Certificate of Incorporation provides that, subject to limited exceptions, state courts within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) will be the sole and exclusive forum for any: (i) derivative action or proceeding brought on our behalf; (ii) action asserting a claim of breach of fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders; (iii) action asserting a claim against us arising pursuant to any provision of the Delaware General Corporation Law; or (iv) action asserting a claim against us that is governed by the internal affairs doctrine, and that if any action specified above is filed in a court other than a court located within the State of Delaware (each is referred to herein as a foreign action), the claiming party will be deemed to have consented to (a) the personal jurisdiction of state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce the exclusive forum provision described above and (b) having service of process made upon such claiming party by service upon such claiming party’s counsel in the foreign action as agent for such claiming party. In addition, our Certificate of Incorporation provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States will be, to the fullest extent permitted by law, the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. These provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and employees. Alternatively, if a court were to find these provisions inapplicable to, or unenforceable in respect of, one or more covered proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.

We are a “controlled company” under Nasdaq listing rules. As a result, our stockholders do not have, and may never have, certain corporate governance protections that are available to stockholders of companies that are not controlled companies.

The SunTx Group controls a majority of the voting power of our Common Stock. Therefore, we are a “controlled company” under Nasdaq listing rules. As a controlled company, we are not required to comply with certain provisions requiring that (i) a majority of our directors be independent, (ii) the compensation of our executives be determined by independent directors or (iii) nominees for election to our Board be selected by independent directors. Because we intend to continue to take advantage of these exemptions, our stockholders

 

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may not have the protections that these rules are intended to provide. Our status as a controlled company could cause our Class A Common Stock to be less attractive to certain investors or otherwise reduce the trading price of our Class A Common Stock.

We do not intend to pay cash dividends on our Class A Common Stock in the foreseeable future, and therefore only appreciation, if any, of the price of our Class A Common Stock will provide a return to our stockholders.

We do not intend to pay cash dividends on our Class A Common Stock in the foreseeable future. Any future determination as to the declaration and payment of cash dividends will be at the discretion of our Board and will depend upon our financial condition, results of operations, contractual restrictions, capital requirements, business prospects and other factors deemed relevant by our Board. As a result, only appreciation of the price of our Class A Common Stock, which may not occur, will provide a return to our stockholders.

A substantial number of shares of our securities are restricted securities and, as a result, there may be limited liquidity for our Class A Common Stock.

A substantial portion of our outstanding shares of Class A Common Stock currently constitute restricted securities and “control” securities for purposes of Rule 144 of the Securities Act or are otherwise subject to a contractual lockup. As a result, there may initially be limited liquidity in the trading market for our Class A Common Stock until these shares are sold pursuant to an effective registration statement under the Securities Act or the shares become available for resale without volume limitations or other restrictions under Rule 144 and are otherwise no longer subject to a lockup agreement. Even once these are no longer restricted or a registration statement for such shares has become effective, the liquidity for our Class A Common Stock may remain limited given the substantial holdings of such stockholders, which could make the price of our Class A Common Stock more volatile and may make it more difficult for investors to buy or sell large amounts of our Class A Common Stock.

Certain existing securityholders acquired their securities in the Company at prices below the current trading price of such securities, and may experience a positive rate of return based on the current trading price. Future investors in our Company may not experience a similar rate of return.

Certain securityholders in the Company, including certain of the Selling Holders, acquired Class A Common Stock and the Warrants at prices below the current trading price of such securities and may experience a positive rate of return based on the current trading price. On May 7, 2026, the closing price of our Common Stock was $15.40 per share.

Given the relatively lower purchase prices that many of our Selling Holders paid to acquire their shares of Class A Common Stock or Warrants compared to their current trading prices, these Selling Holders in some instances may earn a significant positive rate of return on their investment depending on the market price of our Class A Common Stock at the time that such Selling Holders choose to sell their securities. The Selling Holders purchased, or were given as consideration, as applicable, the securities offered for resale at effective purchase prices ranging from significantly below to above current trading prices, as set forth in further detail in the section titled “Purchase Price Paid By the Selling Holders.” Investors who purchase our Class A Common Stock on Nasdaq following our Business Combination may not experience a similar rate of return on the securities they purchased due to differences in the purchase prices and the current trading price.

 

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USE OF PROCEEDS

All of the Offered Securities offered by the Selling Holders pursuant to this prospectus will be sold by the Selling Holders for their respective accounts. We will not receive any of the proceeds from these sales.

We will receive proceeds from the exercise of the Warrants to the extent they are exercised for cash, if any. Assuming the exercise of all of the Warrants being offered pursuant to this prospectus for cash at the $11.50 exercise price per share, we would receive an aggregate of approximately $5.4 million before expenses. However, we will not receive any proceeds from the sale of the shares of Class A Common Stock issuable upon the exercise of the Warrants. We have broad discretion over the use of any proceeds from the exercise of the Warrants, which we anticipate will be used for general corporate purposes.

There is no assurance that the holders of the Warrants will elect to exercise for cash any or all of such Warrants, especially when the trading price of our Class A Common Stock is less than the $11.50 exercise price per share of such Warrants. We believe the likelihood that warrantholders will exercise their respective Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of our Class A Common Stock. If the trading price for our Class A Common Stock is less than the $11.50 exercise price per share of a Warrant, we expect that a warrantholder would not exercise their Warrants. To the extent that any Warrants are exercised on a “cashless basis” under certain conditions, we would not receive any proceeds from the exercise of such Warrants.

As of the date of this prospectus, we have neither included nor intend to include any potential cash proceeds from the exercise of our Warrants in our short-term or long-term liquidity sources or capital resource planning. We do not expect to rely on the cash exercise of Warrants to fund our operations. Instead, we intend to seek additional funds, primarily through the issuance of debt or equity securities for cash to operate our business, including through the business development activities discussed above to continue to support our operations. Therefore, the availability or unavailability of any proceeds from the exercise of our Warrants is not expected to affect our ability to fund our operations. We will continue to evaluate the probability of Warrant exercise over the life of our Warrants and the merit of including potential cash proceeds from the exercise thereof in our liquidity sources and capital resources planning.

The Selling Holders will pay any brokerage fees or commissions and expenses incurred by them for brokerage, accounting, tax or legal services or any other expenses incurred in selling the Offered Securities. We will bear the costs, fees and expenses incurred in effecting the registration of the securities covered by this prospectus, including all registration and filing fees, Nasdaq listing fees and fees and expenses of our counsel and our independent registered public accounting firm.

 

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MARKET INFORMATION FOR COMMON STOCK AND DIVIDEND POLICY

Market Information

Our Class A Common Stock is listed on Nasdaq under the symbols “RMIX.” Our Class A Common Stock began public trading on April 9, 2026. As of May 5, 2026, there were 59 holders of record of our Class A Common Stock, which does not include holders whose shares are held in nominee or “street name” accounts through banks, brokers or other financial institutions.

Dividend Policy

We have not declared or paid any dividends on our Class A Common Stock. We currently do not anticipate paying cash dividends on our Class A Common Stock for the foreseeable future. Any decision to declare and pay dividends on our Class A Common Stock in the future will be made at the sole discretion of our Board and will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions, including those under any current or future debt instruments, and other factors that our Board may deem relevant.

 

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Previously Completed Business Combination

On October 9, 2025, Haymaker Acquisition Corp. 4, a Cayman Islands exempted company (“Haymaker” or “SPAC”), Haymaker Merger Sub I, Inc. (“Merger Sub I”), Haymaker Merger Sub II, LLC (“Merger Sub II”), Suncrete, Inc. (“PubCo or Suncrete”) and Concrete Partners Holding, LLC (“CPH” or “Company”) entered into a business combination agreement (the “Business Combination Agreement”) pursuant to which (1) at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”) and following the Domestication (as defined below), Haymaker merged with Merger Sub I, a wholly-owned subsidiary of PubCo (the “Initial Merger”), with Haymaker surviving the Initial Merger as a wholly owned subsidiary of Suncrete (the time at which the Initial Merger became effective, the “Initial Merger Effective Time”) and immediately after, CPH merged into Merger Sub II, a wholly-owned subsidiary of PubCo (the “Acquisition Merger,” together with the Initial Mergers, the “Mergers,” and the time at which the Acquisition Merger became effective, the “Acquisition Merger Effective Time”) resulting in a combined company whereby Haymaker and CPH are wholly-owned subsidiaries of Suncrete, as more fully described in the this prospectus; (2) Haymaker domesticated (the “Domestication”) as a Delaware corporation in accordance with the General Corporation Law of the State of Delaware, the Companies Act (As Revised) of the Cayman Islands and the amended and restated memorandum and articles of association of Haymaker (as amended from time to time); and (3) the other transactions contemplated by the Business Combination Agreement and documents related thereto were consummated (collectively, with the Mergers, the Domestication and all other transactions contemplated by the Business Combination Agreement, the “Business Combination”).

On April 8, 2026, as contemplated by the Business Combination Agreement, Haymaker filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, pursuant to which Haymaker was domesticated and continued as a Delaware corporation.

Subject to and in accordance with the terms and conditions of the Business Combination Agreement, Initial Merger and Acquisition Merger:

 

  1)

At the Initial Merger Effective Time:

 

  a.

PubCo filed an Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware, which was adopted as the certificate of incorporation of PubCo until thereafter amended as provided by the DGCL and such certificate of incorporation;

 

  b.

PubCo adopted Amended and Restated Bylaws as the bylaws of PubCo until thereafter amended as provided by the DGCL, the Amended and Restated Certificate of Incorporation and such bylaws;

 

  c.

The certificate of incorporation and bylaws of Merger Sub I, as in effect immediately prior to the Initial Merger Effective Time, became the certificate of incorporation and bylaws for the SPAC until thereafter amended in accordance with their terms and applicable provisions of the DGCL;

 

  d.

Each issued and outstanding share of common stock of Merger Sub I was redeemed for par value;

 

  e.

Each issued and outstanding share of Class A common stock of Haymaker was canceled and converted into one share of Class A common stock, par value $0.0001 per share of PubCo (“Class A Common Stock”);

 

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  f.

Each issued and outstanding Class B common stock of Haymaker was canceled and converted into one share of Class B common stock, par value $0.0001 per share of PubCo (“Class B Common Stock”);

 

  g.

Each outstanding and unexercised issued and outstanding public warrants to purchase Class A common stock of Haymaker (“SPAC Warrant”), was automatically assumed and converted into a warrant to acquire one share of Class A Common Stock, subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding former SPAC Warrant immediately prior to the Initial Merger Effective Time; and

 

  h.

Each issued and outstanding SPAC Unit was detached into one share of Class A Common Stock and one-half of one SPAC Warrant.

 

  2)

At the Acquisition Merger Effective Time:

 

  a.

The certificate of formation and limited liability company agreement of Merger Sub II, as in effect immediately prior to the Acquisition Merger Effective Time, in materially the same form, became the certificate of formation and limited liability company agreement of the Surviving Subsidiary Company until thereafter amended in accordance with their terms and the applicable provision of the DLLCA;

 

  b.

Each issued and outstanding Company Common Unit was cancelled and converted into the right to receive, in the aggregate, that number of fully paid and non-assessable shares of Class B Common Stock and/or Class A Common Stock equal to the Company Common Unit Exchange Ratio (as defined in the Business Combination Agreement);

 

  c.

Each issued and outstanding Preferred Unit of CPH was cancelled and converted into the right to receive, in the aggregate, that number of fully paid and non-assessable shares of Class B Common Stock and/or Class A Common Stock equal to the Company Preferred Unit Exchange Ratio (as defined in the Business Combination Agreement);

 

  d.

Each issued and outstanding Incentive Unit of CPH was automatically cancelled and ceased to exist in exchange for a right to receive a number of restricted Class A Common Stock equal to the Company Incentive Unit Share Consideration (as defined in the Business Combination Agreement) with respect to such Company Incentive Unit;

 

  e.

Each Unit of CPH held in treasury was cancelled without any conversion and no payment or distribution made;

 

  f.

Each issued and outstanding share of Class B Common Stock was converted into and exchanged, on a one-for-one basis, into one share of Class A Common Stock (subject to certain exceptions as described in this prospectus);

 

  g.

Each issued and outstanding Unit of Merger Sub II was converted into and exchanged for one validly issued, fully paid and non-assessable Unit of CPH; and

 

  h.

Subject to receipt of necessary waivers, approvals, consents or authorizations and the satisfaction of certain contractual requirements, PubCo issued 2,500,000 shares of Class B Common Stock to Dothan Independent GP, LP (“Dothan Independent”).

Haymaker entered into subscription agreements (the “PIPE Subscription Agreements”) with certain institutional investors (collectively, the “PIPE Investors”), pursuant to which, among other things, Haymaker agreed to (i) issue and sell, in private placements to close immediately prior to or substantially concurrently with the Closing, an aggregate of 14,853,582 shares of Class A Common Stock, par value $0.0001 per share, for a purchase price of $10.00 per share and (ii) 2,525,094 pre-funded common stock purchase warrants, each to purchase one share of Class A Common Stock (the “Pre-Funded Warrants”) at a per share exercise price equal to $0.0001, at a purchase price per Pre-Funded Warrant equal to the Purchase Price less the Exercise Price. Concurrently with the Closing, Suncrete received an aggregate amount of $167.1 million from the PIPE Investors.

 

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Suncrete previously entered into a Securities Exchange Agreement (the “Exchange Agreement”) with holders of the its Senior Preferred Units (the “Senior Preferred Units”), pursuant to which Suncrete agreed to issue an aggregate of 26,000 shares of Series A Convertible Perpetual Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), to such Senior Preferred Unit holders in exchange for their Senior Preferred Units (the “Exchange”). On April 8, 2026, the Exchange occurred immediately prior to the closing of the Acquisition Merger, and Suncrete issued 26,000 shares of Series A Preferred Stock to the Senior Preferred Unit holders, following the acceptance by the Secretary of State of the State of Delaware of the Certificate of Designation for the Series A Convertible Perpetual Preferred Stock.

Immediately prior to the Domestication, on April 8, 2026, Haymaker redeemed all of its issued and outstanding public warrants to purchase Class A Ordinary Shares of Haymaker, par value $0.0001 per share (“SPAC Class A Ordinary Shares” and such warrants, the “SPAC Public Warrants”), in exchange for (i) $2.25 in cash and (ii) 0.075 SPAC Class A Ordinary Shares per SPAC Public Warrant (the “Warrant Redemption”).

On April 6, 2026, Haymaker and Suncrete entered into a forward purchase agreement (the “Forward Purchase Agreement”) with each of Harraden Circle Investors, LP (“HCI”), Harraden Circle Special Opportunities, LP (“HCSO”), Harraden Circle Strategic Investments, LP (“HCSI”) and Harraden Circle Concentrated, LP (“HCC”) (with HCI, HCSO, HCSI, HCC, collectively as “Forward Purchase Agreement Seller”) for a prepaid share forward transaction. Pursuant to the terms of the Forward Purchase Agreement, the Forward Purchase Agreement Seller has agreed to purchase up to 5,000,000 Shares (as defined in the Forward Purchase Agreement) in accordance with the terms and conditions therein. The Forward Purchase Agreement provides that the Forward Purchase Agreement Seller will be prepaid an aggregate cash amount (the “Prepayment Amount”) equal to the (i) number of Shares, multiplied by (ii) the per-share redemption price at the closing of the Business Combination (the “Initial Price”). The Forward Purchase Agreement Seller was paid the Prepayment Amount directly from Haymaker’s trust account. From time to time and on any business day on which Nasdaq and commercial banks in the City of New York are open for business (an “Exchange Business Day”), following the closing of the Business Combination (any such date, an “OET Date”), and subject to the terms and conditions therein, the Forward Purchase Agreement Seller shall terminate the Transaction in whole or in part with respect to any number of Shares that are sold by Forward Purchase Agreement Seller on such OET Date by giving notice of such termination and the specified number of Shares (such quantity, the “Terminated Shares”). As of each OET Date, Suncrete will be entitled to from the Forward Purchase Agreement Seller, and the Forward Purchase Agreement Seller shall pay to Suncrete an amount equal to (a) the Initial Price multiplied by (b) the Terminated Shares. The Forward Purchase Agreement maturity date will be the earlier of (a) 6 months after the closing of the Business Combination, or (b) ten Exchange Business Days following the date upon which Suncrete, in its sole discretion, delivers written notice to Forward Purchase Agreement Seller that Suncrete is accelerating the maturity date; provided that such notice will not be effective until three months after the closing of the Business Combination. In addition, Suncrete has the right, in its sole discretion, to extend the maturity up to two times by three months each time by delivering written notice to Forward Purchase Agreement Seller at least ten Exchange Business Days in advance of the then-scheduled maturity date. At maturity, in exchange for the return of the number of remaining Shares under the Forward Purchase Agreement, the Forward Purchase Agreement Seller shall retain an amount equal to (i) the number of Shares multiplied by (ii) the Initial Price. The Forward Purchase Agreement Seller also agreed to waive any redemption rights with respect to the Shares during the term of the Forward Purchase Agreement.

The Business Combination was accounted for as a reverse recapitalization under GAAP. Under this method of accounting, Haymaker was treated as the “acquired” company for accounting purposes. Accordingly, for accounting purposes, the financial statements of the post-combination company represent a continuation of the financial statements of CPH with the Business Combination treated as the equivalent of CPH issuing stock for the net assets of Haymaker, accompanied by a recapitalization. The net assets of Haymaker were stated at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be presented as those of CPH in future reports of PubCo.

 

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CPH has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

 

  •  

CPH members comprising a relative majority of the voting power of PubCo and having the ability to nominate six of the eight members of the board of directors of PubCo;

 

  •  

CPH’s operations prior to the acquisition comprising the only ongoing operations of PubCo; and

 

  •  

CPH’s senior management comprising a majority of the senior management of PubCo.

Previously Completed 2025 Acquisition – Thunder Acquisition

On October 17, 2025 Eagle Redi-Mix Concrete, LLC (“Eagle”), a subsidiary of CPH, entered into the Equity and Asset Purchase and Contribution Agreement (the “Schwarz Purchase Agreement”) with SRM, Inc. dba Schwarz Ready Mix, SRM Leasing, LLC, an Oklahoma limited liability company (“Schwarz Leasing”), Schwarz Sand, LLC an Oklahoma limited liability company (“Schwarz Sand,” and together with Schwarz Ready Mix and Schwarz Leasing, the “Schwarz Entities”), the equity holders of Schwarz Ready Mix and Schwarz Leasing (collectively, the “Owners”), the equity holders of Schwarz Sand (collectively, the “Schwarz Sand Sellers”), certain other transaction beneficiaries, and Schwarz Ready Mix, in its capacity as a representative of the selling parties (the transaction, the “Thunder Acquisition”).

Pursuant to the Schwarz Purchase Agreement, Eagle acquired substantially all of the assets of Schwarz Ready Mix and Schwarz Leasing and all of the issued and outstanding equity interests of Schwarz Sand for an aggregate purchase price of $115.6 million, consisting of (i) $72.9 million paid in cash at closing, minus the estimated closing indebtedness, the estimated transaction expenses, the adjustment escrow amount and the indemnity escrow amount as further described in the Schwarz Purchase Agreement, (ii) $22.7 million to be paid in cash on June 30, 2026 and (iii) 20,000,000 shares of Preferred Units of the CPH issued to the Schwarz Sand Sellers in exchange for the contributed units of Schwarz Sand, with such amount being subject to certain customary post-Closing purchase price adjustments as further described in the Schwarz Purchase Agreement.

The Thunder Acquisition was accounted for as a business combination in accordance with ASC 805. The assets acquired and liabilities assumed were recorded at their respective fair values as of October 17, 2025. Any transaction costs were expensed as incurred in accordance with ASC 805, Business Combinations (“ASC 805”). The unaudited pro forma condensed combined financial information presented herein for CPH reflects the transaction accounting adjustments to CPH’s historical financial information in order to account for the Thunder Acquisition and include the assumption of liabilities as set forth in the Schwarz Purchase Agreement.

Hope Concrete Acquisition

On April 28, 2026 (“Hope Concrete Closing Date”), two subsidiaries of Suncrete, Concrete Partners, LLC, a Delaware limited liability company and Suncrete Intermediate, Inc. (“Suncrete Intermediate”), a Delaware corporation and newly formed subsidiary of Suncrete, entered into a Membership Interest Purchase Agreement (the “Hope Concrete MIPA”) and related agreements with the owners of Hope Concrete, LLC, a Texas limited liability company (“Hope Concrete”), to acquire 100% of the ownership interests of Hope Concrete and its subsidiaries, Lafayette Concrete Division LLC, a Louisiana limited liability company, and Baton Rouge Concrete Division LLC, a Louisiana limited liability company. The owners of Hope Concrete who are also parties to the Hope Concrete MIPA, were Hope Concrete Intermediate Holdings, LLC, a Delaware limited liability company (“Hope Intermediate”), Michael Mikytuck, Christine Wienberg, and Foley Bros., LLC, a Texas limited liability company (“Foley,” and collectively, with Hope Intermediate, Mr. Mikytuck and Ms. Wienberg, the “Hope Concrete Sellers”), and Hope Intermediate in its capacity as representative of the Hope Concrete Sellers (the transaction, the “Hope Concrete Acquisition”).

 

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After giving effect to the transactions contemplated by the Hope Concrete MIPA, the aggregate consideration consisted of (i) 220,007 shares (the “Mikytuck Rollover Securities”) of Class A Common Stock issued to Mr. Mikytuck, (ii) 69,511 shares of Class B common stock, par value $0.0001 per share, of Suncrete Intermediate issued to Foley (the “Suncrete Intermediate Rollover Securities”) and (iii) a closing cash payment of $67.4 million, consisting of $39.3 million paid to the Hope Concrete Sellers, $27.4 million paid to satisfy the debt obligations of Hope Concrete and closing adjustments of $0.7 million.

The Suncrete Intermediate Rollover Securities issued by Suncrete Intermediate are nonvoting, have no dividend or liquidation rights and are exchangeable for an aggregate of 695,110 shares of Class A Common Stock of Suncrete on the terms and subject to the conditions set forth in an Exchange Agreement, dated April 28, 2026, by and among Suncrete, Suncrete Intermediate and Foley.

The Hope Concrete Acquisition was preliminarily determined to be a business combination for purposes of these unaudited pro forma condensed combined financial statements. Suncrete is the accounting acquirer, as it obtained control of Hope Concrete. The assets acquired and liabilities assumed will be recorded at their respective fair values as of the Hope Concrete Closing Date. Any transaction costs will be expensed in accordance with ASC 805. The unaudited pro forma condensed combined financial statements presented herein have been prepared to reflect the transaction accounting adjustments to Suncrete’s unaudited pro forma condensed combined financial information in order to account for the Hope Concrete Acquisition and include the assumption of liabilities as set forth in the Hope Concrete MIPA.

Nelson Bros. Acquisition

On May 6, 2026 (“Nelson Bros. Closing Date”), Suncrete, through its newly acquired subsidiary, Hope Concrete, executed a MIPA (“Nelson Bros. MIPA”) with (i) Randell R. Owens, an individual resident of the State of Texas, (ii) Ronda A. Owens, an individual resident of the State of Texas, (iii) JAO, LLC, a Texas limited liability company (“JAO, LLC”), and (iv) Owens Regional Investments, LLC, a Texas limited liability company (collectively, the “Nelson Bros. Sellers”); and Jacob Owens, an individual resident of the State of Texas, in his capacity as representative of the Nelson Bros. Sellers (the transaction, the “Nelson Bros. Acquisition”).

Pursuant to the Nelson Bros. MIPA, Hope Concrete, a newly acquired subsidiary of Suncrete, acquired all of the outstanding equity interests of Nelson Bros. Ready Mix, LTD (“Nelson Bros.”). After giving effect to the transactions contemplated by the Nelson Bros. MIPA, the aggregate consideration consisted of (i) 1,296,456 shares of Class A Common Stock, (ii) a closing cash payment of $45.0 million, consisting of $7.4 million paid to the Nelson Bros. Sellers, $33.0 million paid to satisfy the debt obligations of Nelson Bros. and closing adjustments of $4.6 million, and (iii) deferred consideration of $18.0 million (“Earnout Amount”). In addition, Nelson Bros. Materials, LLC (“Nelson Materials”), an affiliate of the Nelson Bros. Sellers, entered into a Sand Supply Agreement contemporaneously with the Nelson Bros. Closing Date, whereby Nelson Materials agreed to provide a $9.0 million credit for future purchases of sand for use by Suncrete.

The Nelson Bros. Sellers are eligible to receive the Earnout Amount provided the trailing twelve-month (“TTM”) Materials Spread is greater than $47.5 million during any period beginning on the first full calendar quarter ending after the Nelson Bros. Closing Date and ending on the fifth anniversary. The Material Spread is defined in the Nelson Bros. MIPA as Concrete Revenue (as defined therein) less Landed Material Costs (as defined therein).

The Nelson Bros. Acquisition was preliminarily determined to be a business combination for purposes of these unaudited pro forma condensed combined financial statements. Suncrete is the accounting acquirer, as it obtained control of Nelson Bros. The assets acquired and liabilities assumed will be recorded at their respective fair values as of the Nelson Bros. Closing Date. Any transaction costs will be expensed in accordance with ASC 805. The unaudited pro forma condensed combined financial statements presented herein have been prepared to

 

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reflect the transaction accounting adjustments to Suncrete’s unaudited pro forma condensed combined financial information in order to account for the Nelson Bros. Acquisition and include the assumption of liabilities as set forth in the Nelson Bros. MIPA.

Unaudited Pro Forma Condensed Combined Financial Statements

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures and Acquired and Disposed Businesses” to depict the accounting for the transactions described herein (“Transaction Accounting Adjustments”) and do not present any synergies expected to occur as a result of the Business Combination, the Thunder Acquisition, the Hope Concrete Acquisition or the Nelson Bros. Acquisition.

The unaudited pro forma condensed combined financial information presented herein for Suncrete reflects the combination of financial information of Haymaker and CPH, adjusted to give effect to the Business Combination and related transactions, including the Thunder Acquisition and is denoted in the accompanying unaudited pro forma condensed combined financial information as “Suncrete Pro Forma”.

The unaudited pro forma condensed combined balance sheet as of December 31, 2025, gives effect to the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition and the Nelson Bros. Acquisition as if they had occurred on December 31, 2025. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 give effect to the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition and the Nelson Bros. Acquisition as if they had occurred on January 1, 2025, the beginning of the earliest period presented.

The unaudited pro forma condensed combined statement of operations does not reflect a provision for income taxes or any amounts that would have resulted had Suncrete filed consolidated income tax returns during the period presented. The unaudited pro forma condensed combined balance sheet does not reflect any potential deferred taxes as a result of the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition and the Nelson Bros. Acquisition since it is likely that Suncrete will record a valuation allowance against federal and state deferred tax assets given its history of net operating losses.

The unaudited pro forma condensed combined financial information has been presented for informational purposes only and is not necessarily indicative of what Suncrete’s financial position or results of operations actually would have been had the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition or the Nelson Bros. Acquisition been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of Suncrete following the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition or the Nelson Bros. Acquisition. The actual financial position and results of operations of Suncrete may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

The unaudited pro forma condensed combined financial information does not reflect the benefits of potential cost savings or the costs that may be necessary to achieve such savings, opportunities to increase revenue generation or other factors that may result from the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition or the Nelson Bros. Acquisition and, accordingly, does not attempt to predict or suggest future results.

 

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The unaudited pro forma condensed combined financial information has been derived from, and should be read in conjunction with:

 

  •  

Haymaker’s audited consolidated financial statements and related notes as of and for the years ended December 31, 2025 and 2024 included elsewhere in this prospectus;

 

  •  

CPH’s audited consolidated financial statements and related notes as of and for the years ended December 31, 2025 and 2024, included elsewhere in this prospectus;

 

  •  

Suncrete’s audited consolidated financial statements and related notes as of December 31, 2025 and for the period from inception (September 30, 2025) to December 31, 2025, included elsewhere in this prospectus;

 

  •  

The Schwarz Entities’ audited consolidated financial statements and related notes as of October 17, 2025 and for the period January 1, 2025 through October 17, 2025, included elsewhere in this prospectus;

 

  •  

The audited consolidated financial statements and related notes of Hope Concrete as of and for the years ended December 31, 2025 and 2024, included elsewhere in this prospectus; and

 

  •  

The audited consolidated financial statements and related notes of Nelson Bros. Ready Mix, LTD as of and for the years ended December 31, 2025 and 2024, included elsewhere in this prospectus.

 

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SUNCRETE, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF DECEMBER 31, 2025

 

          Historical     Transaction Accounting Adjustments        
(In $000’s)   Suncrete
Pro Forma
(z)
    Hope
Concrete
    Nelson Bros.     Conforming and
Reclassifications
          Hope Concrete
and Nelson Bros.
Acquisitions
          Pro Forma
Combined
 

ASSETS

               

Current assets:

               

Cash and cash equivalents

  $ 168,722     $ 833     $ —      $ 2,356       (b )    $ (67,412 )      (c )    $ 59,499  
              (45,000 )      (d )   

Cash, cash equivalents and restricted cash

    —        —        4,297       (4,297 )      (b )      —          —   

Restricted cash

    —        —        —        1,941       (b )      —          1,941  

Accounts receivable, net

    33,699       6,175       4,505       223       (a )      —          62,983  
          18,270       (b )       
          6       (b )       
          105       (a )       

Accounts receivable – related party

    —        105       18,270       (18,270 )      (b )      —          —   
          (105 )      (a )       

Other receivables

    —        223       6       (223 )      (a )      —          —   
          (6 )      (b )       

Inventory

    8,723       802       2,314       —          —          11,839  

Prepaid expenses

    —        1,651       1,941       (1,651 )      (a )      —          —   
          (1,941 )      (b )       

Other current assets

    5,082       —        —        1,651       (a )      9,034       (x )      17,708  
          1,941       (b )       
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

 

Total current assets

    216,226       9,789       31,333       —          (103,378 )        153,970  

Property, plant and equipment:

               

Property, plant and equipment, at cost

    168,767       —        —        26,655       (a )      (26,655 )      (e )      264,784  
          61,487       (b )      54,062       (e )   
              (61,487 )      (f )   
              41,955       (f )   

Less: accumulated depreciation

    (15,930 )      —        —        (8,948 )      (a )      8,948       (e )      (15,930 ) 
          (32,147 )      (b )      32,147       (f )   
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

 

Property, plant and equipment, net

    152,837       —        —        47,047         48,970         248,854  
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

 

Property and equipment, net

    —        17,707       29,340       (17,707 )      (a )      —          —   
          (29,340 )      (b )       

Accounts and notes receivable – related party

    —        6,775       —        (6,775 )      (a )      —          —   

Goodwill

    79,505       28,060       —        —          (28,060 )      (g )      79,505  

Customer relationships, net

    71,373       —        —        —          10,910       (h )      90,750  
              8,467       (i )   

Trade name

    24,800       —        —        —          5,258       (j )      34,139  
              4,081       (k )   

Right-to-use assets, net

    —        5,914       138       —          —          6,052  

Investment in captive insurance company

    —        1,287       —        (1,287 )      (a )      —          —   

Other noncurrent assets, net

    2,385       —        —        6,775       (a )      —          10,447  
          1,287       (a )       
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

 

Total assets

  $ 547,126     $ 69,532     $ 60,811     $ —        $ (53,752 )      $ 623,717  
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

 

 

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          Historical     Transaction Accounting Adjustments        
(In $000’s)   Suncrete
Pro Forma
(z)
    Hope
Concrete
    Nelson Bros.     Conforming and
Reclassifications
          Hope Concrete
and Nelson Bros.
Acquisitions
          Pro Forma
Combined
 
LIABILITIES, REDEEMABLE MEZZANINE EQUITY, AND SHAREHOLDERS’ EQUITY

 

Current liabilities:

               

Accounts payable

  $ 12,558     $ 3,735     $ 8,466     $ 2,407       (b )    $ (150 )      (l )    $ 27,016  

Accounts payable – related party

    —        —        2,407       (2,407 )      (b )      —          —   

Bank overdraft

    —        325       —        (325 )      (a )      —          —   

Accrued liabilities

    15,905       —        2,173       325       (a )      (214 )      (y )      29,523  
          2,250       (a )      4,329       (m )   
          1,839       (b )      2,916       (n )   

Accrued expenses

    —        2,250       —        (2,250 )      (a )      —          —   

Other current liabilities

    —        —        1,839       (1,839 )      (b )      —          —   

Current income tax liability

    —        120       —        —          (120 )      (o )      —   

Deferred income tax liability

    —        4,597       —        —          (4,597 )      (o )      —   

Current portion of finance lease liability

    —        328       —        (328 )      (a )      —          —   

Lines of credit

    —        —        5,222       —          (5,222 )      (p )      —   

Current portion of lease liabilities

    475       —        —        328       (a )      —          886  
          83       (b )       

Current portion of operating lease liabilities

    —        —        83       (83 )      (b )      —          —   

Current portion of notes payable

    —        —        1,948       —          (1,948 )      (p )      —   

Current portion of notes payable, net of deferred loan costs

    —        5,138       —        —          (5,138 )      (q )      —   

Long-term debt, current portion

    27,081       —        —        —          —          27,081  
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

 

Total current liabilities

    56,019       16,493       22,138       —          (10,144 )        84,506  
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

 

Finance lease liability, net of current portion

    —        5,832       —        (5,832 )      (a )      —          —   

Operating lease liabilities, net of current portion

    —        —        86       (86 )      (b )      —          —   

Long-term lease liability

    1,727       —        —        5,832       (a )      —          7,645  
          86       (b )       

Contingent consideration

    —        —        —        —          15,000       (r )      15,000  

Notes payable, net of current portion and deferred loan costs

    —        21,628       21,748       —          (21,628 )      (q )      —   
              (21,748 )      (p )   

Long-term debt, net

    186,625       —        —        —          —          186,625  
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

 

Total liabilities

    244,371       43,953       43,972       —          (38,325 )        293,776  
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

 

 

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          Historical     Transaction Accounting Adjustments        
(In $000’s)   Suncrete
Pro Forma
(z)
    Hope
Concrete
    Nelson Bros.     Conforming and
Reclassifications
          Hope Concrete
and Nelson Bros.
Acquisitions
          Pro Forma
Combined
 

Commitments and Contingencies

               

Redeemable mezzanine equity

               

Series A preferred stock

  $ 26,590     $ —      $ —      $ —        $ —        $ 26,590  

Shareholders’ equity

               

Suncrete Class A
common stock

    5       —        —        —          —          5  

Suncrete Class B
common stock

    1       —        —        —          —          1  

Members equity (deficit)

    (24,631 )      25,579       —        —          (25,579 )      (s )      (31,876 ) 
              (4,329 )      (m )   
              (2,916 )      (n )   

Partners’ capital

    —        —        16,839       —          (16,839 )      (t )      —   

Additional paid-in capital

    300,790       —        —        —          19,953       (w )      335,221  
              10,997       (u )   
              3,481       (v )   
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

 

Total shareholders’ equity

    276,165       25,579       16,839       —          (15,232 )        303,351  
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

 

Total liabilities, redeemable mezzanine equity, and shareholders’ equity

  $ 547,126     $ 69,532     $ 60,811     $ —        $ (53,752 )      $ 623,717  
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

 

 

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SUNCRETE, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2025

 

          Historical     Transaction Accounting Adjustments              
(In $000’s)   Suncrete
Pro Forma
(r)
    Hope
Concrete
    Nelson Bros.     Conforming and
Reclassifications
          Hope Concrete
and Nelson Bros.
Acquisitions
          Pro Forma
Combined
 

Revenues

  $ 270,302     $ 56,552     $ 102,536     $ —        $ —        $ 429,390  

Cost of goods sold

    181,232       47,246       94,192       (9,329 )      (a )      (1,698 )      (c )      296,044  
          (25,444 )      (b )      5,964       (d )   
              3,881       (e )   
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

 

Gross profit

    89,070       9,306       8,344       34,773         (8,147 )        133,346  

Operating expenses:

               

Selling, general, and administrative expenses

    73,738       7,191       8,108       9,329       (a )      (686 )      (c )      124,750  
          164       (a )      2,411       (d )   
          686       (a )      (4,041 )      (f )   
          25,444       (b )      1,569       (e )   
              (600 )      (g )   
              (501 )      (h )   
              1,091       (i )   
              847       (j )   

Acquisition-related costs

    6,696       —        —        —          4,329       (k )      13,941  
              2,916       (l )   

Business development

    —        164       —        (164 )      (a )      —          —   

Depreciation

    —        686       —        (686 )      (a )      —          —   

Gain on disposal of assets, net

    (508 )      —        —        (2,316 )      (a )      —          (2,824 ) 
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

 

Total operating expenses

    79,926       8,041       8,108       32,457         7,335         135,867  
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

 

Operating income

    9,144       1,265       236       2,316         (15,482 )        (2,521 ) 
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

 

Non-operating expenses (income):

               

Other expense (income)

    337       —        52       (383 )      (a )      —          (234 ) 
          (240 )      (a )       

Interest income

    —        (1 )      —        1       (a )      —          —   

Equipment rental

    —        (383 )      —        383       (a )      —          —   

Management fees

    —        (240 )      —        240       (a )      —          —   

Gain on disposal of property and equipment

    —        (2,316 )      —        2,316       (a )      —          —   

Interest expense, net

    18,050       2,428       1,751       (1 )      (a )      (2,428 )      (m )      18,049  
              (1,751 )      (n )   
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

 

Total non-operating expense (income)

    18,387       (512 )      1,803       2,316         (4,179 )        17,815  

Net income (loss) before income taxes

    (9,243 )      1,777       (1,567 )      —          (11,303 )        (20,336 ) 

Income tax expense

    —        1,211       410       —          (1,211 )      (o )      —   
              (410 )      (p )   
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

 

Net income (loss)

  $ (9,243 )    $ 566     $ (1,977 )    $ —        $ (9,682 )      $ (20,336 ) 
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

 

Weighted average number of common shares outstanding, basic and diluted

    73,119,471                 (q )      75,331,044  
 

 

 

               

 

 

 

Net loss per common share, basic and diluted

  $ (0.13 )                (q )    $ (0.27 ) 
 

 

 

               

 

 

 

 

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SUNCRETE, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Basis of Presentation

The unaudited pro forma condensed combined financial information presented herein for Suncrete reflects the combination of financial information of Haymaker and CPH, adjusted to give effect to the Business Combination and related transactions, including the Thunder Acquisition and is denoted in the accompanying unaudited pro forma condensed combined financial information as “Suncrete Pro Forma” and also includes the historical consolidated financial statements of Hope Concrete and Nelson Bros.

The Business Combination was accounted for as a reverse recapitalization under GAAP. Under this method of accounting, Haymaker was treated as the “acquired” company for accounting purposes. Accordingly, for accounting purposes, the financial statements of the post-combination company represent a continuation of the financial statements of CPH with the Business Combination treated as the equivalent of CPH issuing stock for the net assets of Haymaker, accompanied by a recapitalization. The net assets of Haymaker were stated at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be presented as those of CPH in future reports of PubCo.

CPH has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

 

  •  

CPH members comprising a relative majority of the voting power of PubCo and having the ability to nominate six of the nine members of the board of directors of PubCo;

 

  •  

CPH’s operations prior to the acquisition comprising the only ongoing operations of PubCo; and

 

  •  

CPH’s senior management comprising a majority of the senior management of PubCo.

The Hope Concrete Acquisition and Nelson Bros. Acquisition were preliminarily determined to be business combinations for purposes of these unaudited pro forma condensed combined financial statements. The assets acquired and liabilities assumed will be recorded at their respective fair values as of each respective closing date. Any transaction costs will be expensed in accordance with ASC 805. The unaudited pro forma condensed combined financial statements presented herein have been prepared to reflect the transaction accounting adjustments to Suncrete’s unaudited pro forma condensed combined financial information in order to account for the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition and the Nelson Bros. Acquisition.

The transaction accounting adjustments reflect the consummation of the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition and the Nelson Bros. Acquisition and are based on certain currently available information and certain assumptions and methodologies that Suncrete believes are reasonable. The unaudited transaction accounting adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Suncrete believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition and the Nelson Bros. Acquisition based on information available to management at this time and that the transaction accounting adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined balance sheet as of December 31, 2025, gives effect to the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition and the Nelson Bros. Acquisition as if they had occurred on December 31, 2025. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 gives effect to the Business

 

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Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition and the Nelson Bros. Acquisition as if they had occurred on January 1, 2025, the beginning of the earliest period presented.

The unaudited pro forma condensed combined statement of operations does not reflect a provision for income taxes or any amounts that would have resulted had Suncrete filed consolidated income tax returns during the period presented. The unaudited pro forma condensed combined balance sheet does not reflect any potential deferred taxes as a result of the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition and Nelson Bros. Acquisition since it is likely that Suncrete will record a valuation allowance against federal and state deferred tax assets given its history of net operating losses.

The unaudited pro forma condensed combined financial information and related notes are presented for illustrative purposes only. If the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition and the Nelson Bros. Acquisition contemplated herein had occurred in the past, Suncrete’s operating results might have been materially different from those presented in the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information should not be relied upon as an indication of operating results that Suncrete would have achieved if the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition and the Nelson Bros. Acquisition contemplated herein had taken place on the specified dates.

In addition, future results may vary significantly from the results reflected in the unaudited pro forma condensed combined financial statement of operations and should not be relied upon as an indication of the future results Suncrete will have after the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition and the Nelson Bros. Acquisition contemplated by the unaudited pro forma condensed combined financial information. In Suncrete’s opinion, all adjustments that are necessary to present fairly the unaudited pro forma condensed combined financial information have been made.

Consideration and Purchase Price Allocations

The preliminary allocations of the total purchase price for each of the Hope Concrete Acquisition and the Nelson Bros. Acquisition are based upon management’s estimates of, and assumptions related to, the fair value of assets acquired and liabilities assumed as of April 28, 2026 for the Hope Concrete Acquisition and May 6, 2026 for the Nelson Bros. Acquisition, using currently available information and market data. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on financial position and results of operations may differ significantly from the pro forma amounts included herein. Suncrete expects to finalize the purchase price allocations as soon as reasonably practicable, which will not extend beyond the one-year measurement period provided under ASC 805.

 

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Table of Contents

The consideration transferred and the fair value of assets acquired and liabilities assumed by Suncrete for the Hope Concrete Acquisition and the Nelson Bros. Acquisition are as follows (amounts in thousands, except for share and per share amounts):

 

     Hope Concrete      Nelson Bros.  

Consideration:

     

Cash consideration:

     

Cash paid to sellers

   $ 39,377      $ 7,364  

Cash paid to satisfy the debt obligations of sellers

     27,351        32,989  

Closing adjustments

     683        4,647  
  

 

 

    

 

 

 

Total cash paid

   $ 67,411      $ 45,000  

Class A common stock consideration — Nelson Bros. Acquisition:

     

Shares of Suncrete common stock to Nelson Bros. Sellers

     —         1,296,456  

Suncrete common stock price at May 6, 2026

     —       $ 15.39  
     

 

 

 

Total fair value of Class A common stock consideration to Nelson Bros. Sellers

     —       $ 19,953  

Class A common stock consideration — Hope Concrete Acquisition:

     

Shares of Suncrete common stock to Hope Concrete Sellers

     220,007        —   

Suncrete common stock price at April 28, 2026

   $ 15.82        —   
  

 

 

    

Total fair value of Class A common stock consideration to Hope Concrete Sellers

   $ 3,481        —   

Class B common stock consideration — Hope Concrete Acquisition:

     

Shares of Suncrete Intermediate Class B common stock

     69,511        —   

Fair value per share of Suncrete Intermediate Class B common stock

   $ 158.20        —   
  

 

 

    

Total fair value of Class B common stock consideration to Hope Concrete Sellers

   $ 10,997        —   

Fair value of contract asset — Sand Supply Agreement

     —         (9,034 ) 

Fair value of Earnout Amount

     —       $ 15,000  
  

 

 

    

 

 

 

Total consideration

   $ 81,889      $ 70,919  
  

 

 

    

 

 

 

Fair value of assets acquired:

     

Cash and cash equivalents

   $ 833      $ 4,297  

Accounts receivable, net

     6,503        22,781  

Inventory

     802        2,314  

Other current assets

     1,651        1,941  

Property, plant and equipment

     54,062        41,955  

Customer relationships, net

     10,911        8,467  

Trade name

     5,258        4,081  

Right-to-use assets, net

     5,914        138  

Other noncurrent assets, net

     8,062        —   
  

 

 

    

 

 

 

Amount attributable to assets acquired

   $ 93,996      $ 85,974  
  

 

 

    

 

 

 

 

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Table of Contents
     Hope Concrete      Nelson
Bros.
 

Fair value of liabilities assumed:

     

Accounts payable

   $ 3,585      $ 10,874  

Accrued liabilities

     2,361        4,012  

Current portion of lease liabilities

     329        83  

Long-term lease liability

     5,832        86  
  

 

 

    

 

 

 

Amount attributable to liabilities assumed

   $ 12,107      $ 15,055  
  

 

 

    

 

 

 

Total identifiable net assets acquired

   $ 81,889      $ 70,919  
  

 

 

    

 

 

 

The fair value measurements of the assets acquired and liabilities assumed are based on inputs that are not observable in the market and therefore represent Level 3 inputs. The fair value of property, plant, and equipment, along with customer relationships, net, and trade name are based upon historical acquisition activity and is therefore subject to change. Such changes in the estimated fair value could be material.

The fair value per share of Suncrete Intermediate Class B common stock is estimated based upon the fair value of the common stock of Suncrete. Each share of Suncrete Intermediate Class B common stock is subject to an Exchange Agreement and mandatorily convertible into Suncrete Class A Common Stock at a ratio of 10-to-1 within three years after issuance. The fair value for the Suncrete Intermediate Class B common stock was therefore based upon the April 28, 2026 Suncrete common stock closing price of $15.82 per common share multiplied by the conversion ratio of 10-to-1.

The fair value of the Earnout Amount was preliminarily estimated using an option-pricing framework based on a closed-form Black-Scholes-Merton methodology. Under this approach, Suncrete’s current assumptions regarding projected performance were used to estimate the probability-weighted expected earnout obligation. The resulting expected payments were then discounted to present value using discount rates intended to reflect both the expected timing of payment and the anticipated form of settlement. As the valuation of the Earnout Amount is preliminary, the estimate is based on simplified assumptions and information currently available as of the date of this filing. Suncrete expects to finalize the valuation of the Earnout Amount as additional information becomes available and the purchase accounting analysis is completed. As a result, the final fair value determination may differ materially from the preliminary estimate.

The fair value of the contract asset for the Sand Supply Agreement was assumed to approximate the value of the credit for future sand to be supplied for purposes of these unaudited pro forma condensed combined financial statements.

Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been compiled in a manner consistent with the accounting policies adopted by Suncrete. Actual results may differ materially from the assumptions and estimates contained herein.

The transaction accounting adjustments are based on currently available information and certain estimates and assumptions that Suncrete believes provide a reasonable basis for presenting the significant effects of the Hope Concrete Acquisition and the Nelson Bros. Acquisition. General descriptions of the pro forma adjustments are provided below.

 

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Unaudited Pro Forma Condensed Combined Balance Sheet

The following adjustments were made in the preparation of the Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2025:

 

  (a)

Adjustments necessary to conform the assets and liabilities of Hope Concrete to the presentation of Suncrete.

 

  (b)

Adjustments necessary to conform the assets and liabilities of Nelson Bros. to the presentation of Suncrete.

 

  (c)

Adjustment necessary to record the cash consideration paid to the Hope Concrete Sellers for the acquisition of Hope Concrete.

 

  (d)

Adjustment necessary to record the cash consideration paid to the Nelson Bros. Sellers for the acquisition of Nelson Bros.

 

  (e)

Adjustments necessary to remove the historical net book value of property and equipment of Hope Concrete and to reflect the estimated fair value of property, plant and equipment of Hope Concrete acquired as of December 31, 2025. For purposes of these pro forma financial statements, the fair value of property, plant and equipment for Hope Concrete was estimated based upon historical acquisition activity of Suncrete. The fair value of property, plant and equipment of Hope Concrete is therefore subject to change, and such changes could be material.

 

  (f)

Adjustments necessary to remove the historical net book value of property and equipment of Nelson Bros. and to reflect the estimated fair value of property, plant and equipment of Nelson Bros. acquired as of December 31, 2025. For purposes of these pro forma financial statements, the fair value of property, plant and equipment for Nelson Bros. was estimated based upon historical acquisition activity of Suncrete. The fair value of property, plant and equipment of Nelson Bros. is therefore subject to change, and such changes could be material.

 

  (g)

Adjustment necessary to remove the historical balance of goodwill of Hope Concrete.

 

  (h)

Adjustment necessary to recognize the estimated fair value of customer relationships acquired in the Hope Concrete Acquisition. The fair value of customer relationships was estimated based upon the historical acquisition activity of Suncrete. The fair value of customer relationships of Hope Concrete is therefore subject to change, and such changes could be material.

 

  (i)

Adjustment necessary to recognize the estimated fair value of customer relationships acquired in the Nelson Bros. Acquisition. The fair value of customer relationships was estimated based upon the historical acquisition activity of Suncrete. The fair value of customer relationships of Nelson Bros. is therefore subject to change, and such changes could be material.

 

  (j)

Adjustment necessary to recognize the estimated fair value of trade name acquired in the Hope Concrete Acquisition. The fair value of trade name was estimated based upon the historical acquisition activity of Suncrete. The fair value of trade name of Hope Concrete is therefore subject to change, and such changes could be material.

 

  (k)

Adjustment necessary to recognize the estimated fair value of trade name acquired in the Nelson Bros. Acquisition. The fair value of trade name was estimated based upon the historical acquisition activity of Suncrete. The fair value of trade name of Nelson Bros. is therefore subject to change, and such changes could be material.

 

  (l)

Adjustment necessary to remove the management fee payable by Hope Concrete. Under the assumption the acquisition of Hope Concrete occurred on December 31, 2025, such management fee would not have been incurred by Hope Concrete.

 

  (m)

Adjustment necessary to reflect estimated direct costs for the Hope Concrete Acquisition incurred subsequent to December 31, 2025. These estimated direct costs for the acquisition of Hope Concrete

 

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  were incurred during the second quarter of 2026 and have been retrospectively reflected in the Unaudited Pro Forma Condensed Combined Balance Sheet as though incurred and payable at December 31, 2025. For each completed add-on acquisition, Suncrete pays an affiliate a diligence and integration fee equal to 2.0% of the acquired enterprise value in consideration for the affiliate’s time and effort involved in transaction execution and post-closing integration activities. The estimated direct costs for the Hope Concrete Acquisition include $1.6 million for this diligence and integration fee.

 

  (n)

Adjustment necessary to reflect estimated direct costs for the Nelson Bros. Acquisition incurred subsequent to December 31, 2025. These estimated direct costs for the acquisition of Nelson Bros. were incurred during the second quarter of 2026 and have been retrospectively reflected in the Unaudited Pro Forma Condensed Combined Balance Sheet as though incurred and payable at December 31, 2025. For each completed add-on acquisition, Suncrete pays an affiliate a diligence and integration fee equal to 2.0% of the acquired enterprise value in consideration for the affiliate’s time and effort involved in transaction execution and post-closing integration activities. The estimated direct costs for the Nelson Bros. Acquisition include $1.6 million for this diligence and integration fee.

 

  (o)

Adjustments necessary to remove current and deferred income tax liabilities of Hope Concrete. The unaudited pro forma condensed combined balance sheet does not reflect any potential deferred taxes as a result of the Hope Concrete Acquisition since it is likely that Suncrete will record a valuation allowance against federal and state deferred tax assets given its history of net operating losses.

 

  (p)

Adjustments necessary to remove the historical debt balances, both current and long-term, of Nelson Bros. Suncrete is not assuming any debt of Nelson Bros. as part of the acquisition.

 

  (q)

Adjustments necessary to remove the historical debt balances, both current and long-term, of Hope Concrete. Suncrete is not assuming any debt of Hope Concrete as part of the acquisition.

 

  (r)

Adjustment necessary to reflect the Earnout Amount associated with the Nelson Bros. Acquisition. The Nelson Bros. Sellers are eligible to receive the Earnout Amount provided the TTM Materials Spread is greater than $47.5 million during any period beginning on the first full calendar quarter ending after the Nelson Bros. Closing Date and ending on the fifth anniversary. The fair value of the Earnout Amount was preliminarily estimated using an option-pricing framework based on a closed-form Black-Scholes-Merton methodology. The valuation of the Earnout Amount is preliminary, and the estimate is based on simplified assumptions and information currently available as of the date of this filing. As a result, the final fair value determination may differ materially from this preliminary estimate.

 

  (s)

Adjustment necessary to remove the historical equity balance of Hope Concrete.

 

  (t)

Adjustment necessary to remove the historical equity balance of Nelson Bros.

 

  (u)

Adjustment necessary to reflect the issuance of Class B common stock of Suncrete Intermediate as consideration in the Nelson Bros. Acquisition. Each share of Suncrete Intermediate Class B common stock is subject to an Exchange Agreement and mandatorily convertible into Suncrete common stock at a ratio of 10-to-1 within three years after issuance. The fair value for the Suncrete Intermediate Class B common stock was therefore based upon the April 28, 2026 Suncrete common stock closing price of $15.82 per common share multiplied by the conversion ratio of 10-to-1.

 

  (v)

Adjustment necessary to reflect the issuance of common stock of Suncrete as consideration in the Hope Concrete Acquisition. The fair value of the common stock of Suncrete was based upon the April 28, 2026 closing price of $15.82 per Class A common share.

 

  (w)

Adjustment necessary to reflect the issuance of Class A Common Stock of Suncrete as consideration in the Nelson Bros. Acquisition. The fair value of the Class A Common Stock of Suncrete was based upon the May 6, 2026 closing price of $15.39 per share of Class A Common Stock.

 

  (x)

Nelson Materials, an affiliate of the Nelson Bros. Sellers, entered into a Sand Supply Agreement contemporaneously with the Nelson Bros. Closing Date, whereby Nelson Materials agreed to provide a $9.0 million credit for future purchases of sand for use by Suncrete. Under ASC 805, the Sand Supply

 

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  Agreement is considered a reduction in the consideration paid by Suncrete. The fair value of the contract asset for the Sand Supply Agreement was assumed to approximate the value of the credit for future sand to be supplied for purposes of these unaudited pro forma condensed combined financial statements.

 

  (y)

Adjustment necessary to remove the historical accrued interest of Hope Concrete at December 31, 2025. Suncrete is not assuming any debt of Hope Concrete as part of the acquisition and therefore any accrued interest was eliminated.

 

  (z)

The information presented as “Suncrete Pro Forma” is based on the audited historical financial statements of Haymaker and CPH as of December 31, 2025. The following table reconciles the information presented herein as “Suncrete Pro Forma” with the historical consolidated financial statements of Haymaker and CPH as of December 31, 2025:

 

(In $000’s)    CPH
Historical
     Haymaker
As
Reclassified
(nn)
     Transaction
Accounting
Adjustments
           Suncrete
Pro
Forma
 

ASSETS

             

Current assets:

             

Cash and cash equivalents

   $ 6,333      $ 4      $ 258,241       (aa )     $ 168,722  
           (10,460 )      (bb )    
           (12,180 )      (cc )    
           167,120       (dd )    
           (3,613 )      (mm )    
           (144,119 )     (ff )    
           (56,729 )     (ll )    
           (25,875 )     (jj )    
           (10,000 )     (kk )    

Accounts receivable, net

     33,699        —         —           33,699  

Inventory

     8,723        —         —           8,723  

Other current assets

     5,047        35        —           5,082  
  

 

 

    

 

 

    

 

 

      

 

 

 

Total current assets

     53,802        39        162,385          216,226  

Property, plant and equipment:

             

Property, plant & equipment, at cost

     168,767        —         —           168,767  

Less: accumulated depreciation

     (15,930 )       —         —           (15,930 ) 
  

 

 

    

 

 

    

 

 

      

 

 

 

Property, plant and equipment, net

     152,837        —         —           152,837  
  

 

 

    

 

 

    

 

 

      

 

 

 

Goodwill

     79,505        —         —           79,505  

Customer relationships, net

     71,373        —         —           71,373  

Trade name

     24,800        —         —           24,800  

Cash and securities held in Trust Account

     —         258,241        (258,241 )      (aa )       —   

Other noncurrent assets

     2,385        —         —           2,385  
  

 

 

    

 

 

    

 

 

      

 

 

 

Total assets

   $ 384,702      $ 258,280      $ (95,856 )       $ 547,126  
  

 

 

    

 

 

    

 

 

      

 

 

 

 

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(In $000’s)    CPH
Historical
     Haymaker
As
Reclassified
(nn)
     Transaction
Accounting
Adjustments
           Suncrete
Pro
Forma
 

LIABILITIES, REDEEMABLE MEZZANINE EQUITY, AND SHAREHOLDERS’ EQUITY

 

Current liabilities:

             

Accounts payable

   $ 12,558      $ —       $ —         $ 12,558  

Accrued liabilities

     13,654        2,251        —           15,905  

WCL Promissory Note - related party

     —         1,060        (1,060 )      (bb )       —   

Current portion of lease liabilities

     475        —         —           475  

Extension promissory note

     —         2,250        (2,250 )      (bb )       —   

Long-term debt, current portion

     27,081        —         —           27,081  
  

 

 

    

 

 

    

 

 

      

 

 

 

Total current liabilities

     53,768        5,561        (3,310 )         56,019  
  

 

 

    

 

 

    

 

 

      

 

 

 

Deferred underwriting fee payable

     —         8,650        (8,650 )      (bb )       —   

Subscription Agreement liability

     —         9,075        (9,075 )      (ff )    

Long-term lease liability

     1,727        —         —           1,727  

Long-term debt, net

     186,625        —         —           186,625  
  

 

 

    

 

 

    

 

 

      

 

 

 

Total liabilities

     242,120        23,286        (21,035 )         244,371  
  

 

 

    

 

 

    

 

 

      

 

 

 

Commitments and Contingencies

             

Redeemable mezzanine equity

             

Class A ordinary shares subject to possible redemption

     —         258,241        (258,241 )      (ff )       —   

Senior preferred units

     26,590        —         (26,590 )      (ee )       —   

Preferred units

     130,623        —         (130,623 )      (gg )       —   

Series A preferred stock

     —         —         26,590       (ee )       26,590  

Shareholders’ equity

             

Suncrete Class A common stock

     —         —         1       (ff )       5  
           2       (dd )    
           1       (gg )    
           1       (hh )    

Suncrete Class B common stock

     —         —         1       (gg )       1  

Class B ordinary shares

     —         1        (1 )      (hh )       —   

Members’ equity (deficit)

     (14,631 )       —         (10,000 )      (kk )       (24,631 ) 

Additional paid-in capital

     —         —         123,196       (ff )       300,790  
           (12,180 )      (cc )    
           167,118       (dd )    
           130,621       (gg )    
           (23,248 )      (ii )    
           (3,613 )      (mm )    
           1,500       (bb )    
           (56,729 )      (ll )    
           (25,875 )      (jj )    

Accumulated deficit

     —         (23,248 )       23,248       (ii )       —   
  

 

 

    

 

 

    

 

 

      

 

 

 

Total shareholders’ equity

     (14,631 )       (23,247 )       314,043          276,165  
  

 

 

    

 

 

    

 

 

      

 

 

 

Total liabilities, redeemable mezzanine equity, and shareholders’ equity

   $ 384,702      $ 258,280      $ (95,856 )       $ 547,126  
  

 

 

    

 

 

    

 

 

      

 

 

 

 

(aa)

Adjustment necessary to reflect the transfer of marketable securities held in the Trust Account to cash.

 

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(bb)

Adjustment necessary to reflect the settlement of the deferred underwriting fee and the extension promissory note by cash upon the Closing of the Business Combination. The WCL Promissory Note was settled by issuing 150,000 shares of Class A Common Stock.

(cc)

Adjustment necessary to reflect the transaction costs incurred by CPH of approximately $12.2 million. The costs of CPH are accounted for as a reduction in the combined cash account with a corresponding reduction in additional paid-in capital consistent with the treatment described in SEC Staff Accounting Bulletin Topic 5.A. These transaction costs will not recur in the combined company income statement beyond 12 months after the transaction. The transaction costs for Haymaker are approximately $10.1 million and are excluded from the unaudited pro forma condensed combined balance sheet.

(dd)

Adjustment necessary to reflect the receipt of $167.1 million in proceeds from the PIPE Investment. Pursuant to the PIPE Subscription Agreements, Haymaker has agreed to issue and sell, in private placements to close immediately prior to or substantially concurrently with the Closing, an aggregate of 17,378,676 shares of Class A Common Stock and/or Pre-Funded Warrants, to the PIPE investors. The PIPE Subscription Agreements are accounted as a derivative liability initially recognized at fair value. Upon settlement of the agreements, when the cash is received, Haymaker recorded a debit to cash and a credit to additional paid-in capital, with a corresponding reversal of the previously recorded derivative liability.

(ee)

Adjustment to reflect the exchange of the Senior Preferred Units for Series A Preferred Stock of PubCo. Pursuant to the Exchange Agreement, the Senior Preferred Units were exchanged at Closing for shares of Series A Preferred Stock, which such shares of Series A Preferred Stock are convertible into shares of Class A Common Stock pursuant to the terms of the Certificate of Designation.

(ff)

Adjustment necessary to reflect the redemption of 12,628,150 shares for cash by the Public Shareholders of Haymaker upon the consummation of the Business Combination at a redemption price of $11.41 per share. The remaining marketable securities held in the Trust Account are transferred to cash, with a corresponding credit to accumulated paid-in-capital. Additionally, the settlement of the Subscription Agreement liability is reversed and results in a credit to accumulated paid-in-capital.

(gg)

Adjustment necessary to reflect the conversion of Company Preferred Units into shares of Class A Common Stock and Class B Common Stock.

(hh)

Adjustment necessary to reflect the conversion of SPAC Class B Ordinary Shares into shares of Class A Common Stock.

(ii)

Adjustment necessary to reflect the elimination of Haymaker historical accumulated deficit.

(jj)

Adjustment necessary to reflect the redemption of 11.5 million warrants at a price per warrant of (i) $2.25 in cash and (ii) 0.075 shares of Class A Common Stock.

(kk)

Adjustment necessary to present the $10.0 million payment to Dothan Management for diligence and integration fees for the services provided by Dothan Management and its personnel to Suncrete in relation to the Business Combination.

(ll)

Adjustment to reflect aggregate payments made by Suncrete pursuant to pre-paid forward agreements with holders of 4,902,989 Class A Ordinary Shares.

(mm)

Adjustment necessary to reflect aggregate payments made by Suncrete in connection with the Non-Redemption Agreements.

(nn)

The following reclassifications were made to conform the historical financial statements of Haymaker to the presentation of CPH, and such amounts are reflected in the “Haymaker As Reclassified” column (in thousands):

 

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AS RECLASSIFIED BALANCE SHEET OF HAYMAKER

AS OF DECEMBER 31, 2025

 

          Historical              

CPH caption

  

Haymaker caption

   Haymaker
As Reported
    Reclassification
Adjustments
    Haymaker
As Reclassified
 

ASSETS

   ASSETS       

Current assets:

   Current assets:       

Cash and cash equivalents

  

Cash

   $ 4     $ —      $ 4  
  

Prepaid expenses

     35       (35 )      —   

Other current assets

        —        35       35  
     

 

 

   

 

 

   

 

 

 

Total current assets

  

Total current assets

     39       —        39  

Cash held in Trust Account

   Cash held in Trust Account      258,241       —        258,241  
     

 

 

   

 

 

   

 

 

 

Total assets

  

Total assets

   $ 258,280     $ —      $ 258,280  
     

 

 

   

 

 

   

 

 

 

LIABILITIES, REEDEMABLE MEZZANINE EQUITY, AND SHAREHOLDERS’ EQUITY

 

Current liabilities:

  

Current liabilities:

      
  

Accrued expenses

   $ 2,251     $ (2,251 )    $ —   

Accrued liabilities

        —        2,251       2,251  

WCL Promissory Note - related party

  

WCL Promissory Note - related party

     1,060       —        1,060  

Extension promissory note

  

Extension promissory note

     2,250       —        2,250  
     

 

 

   

 

 

   

 

 

 

Total current liabilities

  

Total current liabilities

     5,561       —        5,561  

Long-term liabilities

  

Long-term liabilities

      

Deferred underwriting fee payable

  

Deferred underwriting fee payable

     8,650       —        8,650  
   Subscription Agreement liability      9,075       —        9,075  
     

 

 

   

 

 

   

 

 

 

Total liabilities

  

Total liabilities

     23,286       —        23,286  
     

 

 

   

 

 

   

 

 

 
         

Commitments and Contingencies

  

Commitments and Contingencies

      

Redeemable mezzanine equity

         

Class A Ordinary Shares subject to possible redemption

  

Class A Ordinary Shares subject to possible redemption

     258,241       —        258,241  

Shareholders’ Equity (Deficit)

  

Shareholders’ Equity (Deficit)

      

Class B Ordinary shares

  

Class B Ordinary shares

     1       —        1  

Accumulated deficit

  

Accumulated deficit

     (23,248 )      —        (23,248 ) 
     

 

 

   

 

 

   

 

 

 

Total shareholders’ equity

  

Total shareholders’ deficit

     (23,247 )      —        (23,247 ) 
     

 

 

   

 

 

   

 

 

 

Total liabilities, redeemable mezzanine equity, and shareholders’ equity

  

Total liabilities, Class A Ordinary Shares subject to possible redemption , and shareholders’ equity

   $ 258,280     $ —      $ 258,280  
     

 

 

   

 

 

   

 

 

 

 

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Unaudited Pro Forma Condensed Combined Statement of Operations

The following adjustments were made in the preparation of the Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2025:

 

  (a)

Adjustments necessary to conform the revenues and expenses of Hope Concrete to the presentation of Suncrete.

 

  (b)

Adjustments necessary to conform the revenues and expenses of Nelson Bros. to the presentation of Suncrete.

 

  (c)

Adjustment necessary to remove the historical depreciation expense of Hope Concrete.

 

  (d)

Adjustment necessary to reflect the estimated incremental depreciation expense associated with the fixed assets acquired from Hope Concrete as of December 31, 2025. Depreciation was calculated assuming a straight-line method of depreciation based on the estimated fair value and useful life of each class of fixed asset as of December 31, 2025. For purposes of these pro forma financial statements, the fair value of property, plant and equipment for Hope Concrete was estimated based upon historical acquisition activity of Suncrete. The estimated depreciation is therefore subject to change, and such changes could be material.

 

  (e)

Adjustment necessary to reflect the estimated incremental depreciation expense associated with the fixed assets acquired from Nelson Bros. as of December 31, 2025. Depreciation was calculated assuming a straight-line method of depreciation based on the estimated fair value and useful life of each class of fixed asset as of December 31, 2025. For purposes of these pro forma financial statements, the fair value of property, plant and equipment for Nelson Bros. was estimated based upon historical acquisition activity of Suncrete. The estimated depreciation is therefore subject to change, and such changes could be material.

 

  (f)

Adjustment necessary to remove the historical depreciation expense of Nelson Bros.

 

  (g)

Adjustment necessary to remove the management fee incurred by Hope Concrete. Under the assumption the acquisition of Hope Concrete occurred on January 1, 2025, such management fee would not have been incurred by Hope Concrete.

 

  (h)

Adjustment necessary to remove the management fee incurred by Nelson Bros. Under the assumption the acquisition of Nelson Bros. occurred on January 1, 2025, such management fee would not have been incurred by Nelson Bros.

 

  (i)

Adjustment necessary to reflect incremental amortization expense associated with the estimated fair value of customer relationships acquired in the Hope Concrete Acquisition. Amortization is calculated assuming a straight-line method of amortization based on the estimated fair value and useful life of customer relationships as of the closing date of the Hope Concrete Acquisition. The fair value of customer relationships was estimated to have a weighted average useful life of approximately 10 years. The fair value of customer relationships was estimated based upon historical acquisition activity of Suncrete. The estimated amortization expense is therefore subject to change, and such changes could be material.

 

  (j)

Adjustment necessary to reflect incremental amortization expense associated with the estimated fair value of customer relationships acquired in the Nelson Bros. Acquisition. Amortization is calculated assuming a straight-line method of amortization based on the estimated fair value and useful life of customer relationships as of the closing date of the Nelson Bros. Acquisition. The fair value of customer relationships was estimated to have a weighted average useful life of approximately 10 years. The fair value of customer relationships was estimated based upon historical acquisition activity of Suncrete. The estimated amortization expense is therefore subject to change, and such changes could be material.

 

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  (k)

Adjustment necessary to reflect estimated direct costs for the Hope Concrete Acquisition expected to be incurred subsequent to December 31, 2025. These estimated direct costs for the acquisition of Hope Concrete will be incurred during the second quarter of 2026 and have been retrospectively reflected in the Unaudited Pro Forma Condensed Combined Statement of Operations as though incurred for the year ended December 31, 2025. For each completed add-on acquisition, Suncrete pays an affiliate a diligence and integration fee equal to 2.0% of the acquired enterprise value in consideration for the affiliate’s time and effort involved in transaction execution and post-closing integration activities. The estimated direct costs for the Hope Concrete Acquisition include $1.6 million for this diligence and integration fee.

 

  (l)

Adjustment necessary to reflect estimated direct costs for the Nelson Bros. Acquisition expected to be incurred subsequent to December 31, 2025. These estimated direct costs for the acquisition of Nelson Bros. will be incurred during the second quarter of 2026 and have been retrospectively reflected in the Unaudited Pro Forma Condensed Combined Statement of Operations as though incurred for the year ended December 31, 2025. For each completed add-on acquisition, Suncrete pays an affiliate a diligence and integration fee equal to 2.0% of the acquired enterprise value in consideration for the affiliate’s time and effort involved in transaction execution and post-closing integration activities. The estimated direct costs for the Nelson Bros. Acquisition include $1.6 million for this diligence and integration fee.

 

  (m)

Adjustment necessary to eliminate historical interest expense incurred by Hope Concrete. Cash consideration paid by Suncrete was from cash on hand as of the date of acquisition of Hope Concrete.

 

  (n)

Adjustment necessary to eliminate historical interest expense incurred by Nelson Bros. Cash consideration paid by Suncrete was from cash on hand as of the date of acquisition of Nelson Bros.

 

  (o)

Adjustment necessary to eliminate historical income tax expense of Hope Concrete. The unaudited pro forma condensed combined statement of operations does not reflect a provision for income taxes or any amounts that would have resulted had Suncrete filed consolidated income tax returns during the period presented since it is likely that Suncrete will record a valuation allowance against federal and state deferred tax assets given its history of net operating losses.

 

  (p)

Adjustment necessary to eliminate historical income tax expense of Nelson Bros. The unaudited pro forma condensed combined statement of operations does not reflect a provision for income taxes or any amounts that would have resulted had Suncrete filed consolidated income tax returns during the period presented since it is likely that Suncrete will record a valuation allowance against federal and state deferred tax assets given its history of net operating losses.

 

  (q)

The following table reconciles Suncrete pro forma and pro forma combined basic and diluted loss per share for the year ended December 31, 2025 (in thousands, except share and per share amounts):

 

     Suncrete
Pro Forma
     Pro Forma
Combined
 

Net loss

   $ (9,243)      $ (20,336)  

Common shares:

     

Common shares outstanding — basic

     73,119,471        75,331,044  

Dilutive effect of potential common shares

     —        —  
  

 

 

    

 

 

 

Common shares outstanding — diluted

     73,119,471        75,331,044  
  

 

 

    

 

 

 
     

Net loss per share:

     

Basic

   $ (0.13 )     $ (0.27 ) 
  

 

 

    

 

 

 

Diluted

   $ (0.13 )     $ (0.27 ) 
  

 

 

    

 

 

 

 

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  (r)

The information presented as “Suncrete Pro Forma” is based on the audited historical financial statements of Haymaker and CPH for the year ended December 31, 2025 and for the Schwarz Entities for the period January 1, 2025 through October 17, 2025. The following table reconciles the information presented herein as “Suncrete Pro Forma” with the historical consolidated financial statements of Haymaker and CPH for the year ended December 31, 2025 and the Schwarz Entities for the period January 1, 2025 through October 17, 2025:

 

(In $000’s)    CPH
Pro Forma
Combined

(dd)
     Haymaker
As Reclassified

(ee)
     Transaction
Accounting
Adjustments
           Suncrete
Pro Forma
 

Revenues

   $ 270,302      $ —       $ —         $ 270,302  

Cost of goods sold:

     181,232        —         —           181,232  
  

 

 

    

 

 

    

 

 

      

 

 

 

Gross profit

     89,070        —         —           89,070  

Operating expenses:

             

Selling, general, and administrative expenses

     60,976        2,762        10,000       (aa )       73,738  

Acquisition-related costs

     6,696        —         —           6,696  

(Gain) loss on disposal of assets, net

     (508 )       —         —           (508 ) 
  

 

 

    

 

 

    

 

 

      

 

 

 

Total operating expenses

     67,164        2,762        10,000          79,926  
  

 

 

    

 

 

    

 

 

      

 

 

 

Operating income

     21,906        (2,762 )       (10,000 )         9,144  
  

 

 

    

 

 

    

 

 

      

 

 

 

Non-operating expenses (income):

             

Interest earned on cash held in Trust Account

     —         (10,367 )       10,367       (bb )       —   

Initial loss on Subscription Agreement liability

     —         7,178        (7,178 )      (cc )    

Change in fair value of Subscription Agreement liability

     —         1,897        (1,897 )      (cc )    

Other expense

     337        —         —           337  

Interest expense, net

     18,050        —         —           18,050  
  

 

 

    

 

 

    

 

 

      

 

 

 

Total non-operating expense (income)

     18,387        (1,292 )       1,292          18,387  
  

 

 

    

 

 

    

 

 

      

 

 

 

Net income (loss)

   $ 3,519      $ (1,470 )     $ (11,292 )       $ (9,243)  
  

 

 

    

 

 

    

 

 

      

 

 

 

Weighted average number of common shares outstanding, basic and diluted

     95,700,000                73,119,471  
  

 

 

            

 

 

 

Net loss per common share, basic and diluted

   $ (0.12)              $ (0.13)  
  

 

 

            

 

 

 

 

  (aa)

Adjustment necessary to present the $10.0 million payment to Dothan Concrete Investments Management, LLC, (“Dothan Management”) for diligence and integration fees for the services provided by Dothan Management and its personnel to Suncrete in relation to the Business Combination.

 

  (bb)

Adjustment necessary to eliminate interest earned on marketable securities held in the Trust Account after giving effect to the Business Combination as if it had occurred on January 1, 2025.

 

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  (cc)

Adjustments necessary to eliminate the initial loss and change in fair value on the Subscription Agreement liability after giving effect to the Business Combination as if it had occurred on January 1, 2025.

 

  (dd)

On October 17, 2025 Eagle entered into the Thunder Acquisition. The following table presents this acquisition for pro forma purposes. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 for CPH is based upon various assumptions, including the assumption the Thunder Acquisition occurred on January 1, 2025 and is provided for illustrative purposes only. Therefore, the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 does not purport to represent what the actual results of operations of CPH would have been had the Thunder Acquisition occurred on the date noted above, nor is it necessarily indicative of future results of operations. Future results may vary significantly from the results reflected because of various factors. In CPH’s opinion, all adjustments that are necessary to present fairly the unaudited pro forma condensed combined financial information of CPH have been made.

The following table is prepared pursuant to these assumptions, and the result is included in the “CPH Pro Forma Combined” column above:

 

     Historical                      
(In $000’s)    CPH
For the Year Ended
December 31, 2025
     Schwarz
For the Period
January 1, 2025
through October 17,
2025
     Schwarz
Acquisition
Transaction
Accounting
Adjustments
           CPH
Pro Forma
Combined
 

Revenues

   $ 194,871      $ 75,431      $ —         $ 270,302  

Cost of goods sold

     127,925        64,053        (12,870 )      (1 )       181,232  
           796       (2 )    
           1,328       (3 )    
  

 

 

    

 

 

    

 

 

      

 

 

 

Gross Profit

     66,946        11,378        10,746          89,070  

Operating expenses:

             

Selling, general, and administrative expenses

     45,553        3,096        12,870       (1 )       60,976  
           (543 )      (2 )    

Acquisition-related costs

     6,696        —         —           6,696  

Loss (gain) on disposal of assets, net

     272        —         (780 )      (4 )       (508 ) 
  

 

 

    

 

 

    

 

 

      

 

 

 

Total operating expenses

     52,521        3,096        11,547          67,164  
  

 

 

    

 

 

    

 

 

      

 

 

 

Operating income (loss)

     14,425        8,282        (801 )         21,906  
  

 

 

    

 

 

    

 

 

      

 

 

 

Non-operating expenses (income):

             

Other expense (income)

     418        (81 )       —           337  

Gain on sale of assets

     —         (780 )       780       (4 )       —   

Interest expense

     12,032        366        5,652       (5 )       18,050  
  

 

 

    

 

 

    

 

 

      

 

 

 

Total non-operating expense (income)

     12,450        (495 )       6,432          18,387  
  

 

 

    

 

 

    

 

 

      

 

 

 

 

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     Historical                      
(In $000’s)    CPH
For the Year Ended
December 31, 2025
     Schwarz
For the Period
January 1, 2025
through October 17,
2025
     Schwarz
Acquisition
Transaction
Accounting
Adjustments
           CPH
Pro Forma
Combined
 

Net income (loss) before income taxes

     1,975        8,777        (7,233 )         3,519  

Income tax expense

     —         583        (583 )      (6 )       —   
  

 

 

    

 

 

    

 

 

      

 

 

 

Net income (loss) - consolidated

     1,975        8,194        (6,650 )         3,519  

Net income (loss) attributable to noncontrolling interest

     —         2,878        (2,878 )      (7 )       —   
  

 

 

    

 

 

    

 

 

      

 

 

 

Net income (loss) attributable to controlling interest

   $ 1,975      $ 5,316      $ (3,772 )       $ 3,519  
  

 

 

    

 

 

    

 

 

      

 

 

 

Weighted average number of common shares outstanding, basic and diluted

     95,700,000           (8 )         95,700,000  
  

 

 

            

 

 

 

Net loss per common share, basic and diluted

   $ (0.12)           (8 )       $ (0.12)  
  

 

 

            

 

 

 

 

  (1)

Adjustment necessary to reclassify certain costs within cost of goods sold to selling, general, and administrative, to conform with the presentation of CPH.

 

  (2)

Adjustment necessary to reflect the estimated incremental depreciation expense related to the fixed assets acquired for period January 1, 2025 through October 17, 2025. Depreciation is calculated assuming a straight-line method of depreciation based on the estimated fair value and useful lives of each fixed asset as of October 17, 2025.

 

  (3)

Adjustment necessary to reflect incremental amortization expense related to estimated customer relationships acquired in the Thunder Acquisition for the period January 1, 2025 through October 17, 2025. Amortization is calculated assuming a straight-line method of amortization based on the estimated fair value and useful life of customer relationships as of the closing of the Thunder Acquisition. The customer relationships were estimated to have a weighted average useful life of approximately 10 years.

 

  (4)

Adjustment necessary to reclassify gain on the sale of assets to conform to the presentation of CPH.

 

  (5)

Adjustment necessary to eliminate historical interest expense incurred by the Schwarz Entities and reflect the estimated interest expense in the period presented with respect to the incremental borrowings to finance the Thunder Acquisition. The interest rate utilized as of December 31, 2025 was 7.4% per annum. A one-eighth point change in interest rates as of December 31, 2025 would change interest expense by $0.1 million for the year ended December 31, 2025.

 

  (6)

Adjustment necessary to remove income tax expense on the Schwarz Entities as CPH is not a tax paying entity.

 

  (7)

Adjustment necessary to remove the historical noncontrolling interest of the Schwarz Entities. As part of the Thunder Acquisition, CPH purchased all noncontrolling interests.

 

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  (8)

The following table reconciles historical and pro forma basic and diluted loss per share for the period indicated (in thousands, except share and per share amounts):

 

     For the Year Ended
December 31, 2025
 
     Historical      Pro Forma  

Net income

   $ 1,975      $ 3,519  

Less: distributions to senior preferred unitholders

     (2,340 )       (2,340 ) 

Less: accretion of redeemable preferred units to Redemption value

     (10,791 )       (12,440 ) 
  

 

 

    

 

 

 

Net Loss Attributable to Common Shareholders

     (11,156 )       (11,261 ) 
     

Common shares:

     

Common Shares outstanding — basic

     95,700,000        95,700,000  

Dilutive effect of potential Common Shares

     —         —   
  

 

 

    

 

 

 

Common Shares outstanding — diluted

     95,700,000        95,700,000  
  

 

 

    

 

 

 
     

Net loss per share:

     

Basic

   $ (0.12 )     $ (0.12 ) 
  

 

 

    

 

 

 

Diluted

   $ (0.12 )     $ (0.12 ) 
  

 

 

    

 

 

 

 

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  (ee)

The following reclassifications were made to conform the historical financial statements of Haymaker to the presentation of CPH, and such amounts are reflected in the “Haymaker As Reclassified” column (in thousands):

 

        Historical              

CPH caption

 

Haymaker caption

  Haymaker
As Reported
    Reclassification
Adjustments
    Haymaker
As Reclassified
 

Revenues

    $ —      $ —      $ —   

Cost of goods sold

      —        —        —   
   

 

 

   

 

 

   

 

 

 

Gross Profit

      —        —        —   

Operating expenses:

       
 

General and administrative expenses

    2,522       (2,522 )      —   
 

General and administrative expenses - related party

    240       (240 )      —   

Selling, general, and administrative expenses

      —        2,522       2,762  
        240    
   

 

 

   

 

 

   

 

 

 

Total operating expenses

      2,762       —        2,762  
   

 

 

   

 

 

   

 

 

 

Operating income

 

Loss from operations

    (2,762 )      —        (2,762 ) 
   

 

 

   

 

 

   

 

 

 

Non-operating expenses / (income):

 

Other income:

     

Interest earned on cash held in Trust Account

 

Interest earned on cash held in Trust Account

    10,367       —        10,367  
 

Initial loss of Subscription Agreement liability

    (7,178 )        (7,178 ) 
 

Change in fair value of Subscription Agreement liability

    (1,897 )        (1,897 ) 
   

 

 

   

 

 

   

 

 

 

Total non-operating income

 

Total other income

    1,292       —        1,292  
   

 

 

   

 

 

   

 

 

 

Net income (loss)

 

Net income (loss)

  $ (1,470 )    $ —      $ (1,470 ) 
   

 

 

   

 

 

   

 

 

 

Weighted average shares outstanding of Class A Ordinary Shares subject to possible redemption, basic and diluted

      22,836,887       —        22,836,887  
   

 

 

   

 

 

   

 

 

 

Basic and diluted net income per share, Class A Ordinary Shares subject to possible redemption

    $ (0.05 )      $ (0.05 ) 
   

 

 

     

 

 

 

Weighted average shares outstanding of non-redeemable Class A and Class B Ordinary Shares, basic and diluted

      6,547,600       —        6,547,600  
   

 

 

     

 

 

 

Basic and diluted net income per share, non-redeemable Class A and Class B Ordinary Shares

    $ (0.05 )      $ (0.05 ) 
   

 

 

     

 

 

 

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us,” or “our” refer to the business of CPH prior to the consummation of the Business Combination, which became the business of Suncrete upon the closing of the Business Combination. This MD&A includes forward-looking statements. These statements involve risks and uncertainties. Our actual results may differ materially from those contemplated by these forward-looking statements as a result of various factors, including those set forth in the section titled “Risk Factors” elsewhere in this prospectus. Historical results are not necessarily indicative of future performance.

Overview

We are a ready-mix concrete logistics and distribution platform operating across Oklahoma, Arkansas, Louisiana and Texas with plans to expand throughout the high-growth U.S. Sunbelt region through strategic acquisitions and organic growth. We leverage operational scale, technological integration and quality control to serve a diverse base of infrastructure, commercial and residential customers.

The Company was formed on May 22, 2024 (the “Inception Date”). From the Inception Date through July 29, 2024, the Company had no substantive operating activities, other than incurring acquisition-related expenses in connection with the acquisition of Eagle Redi-Mix Concrete, LLC (“Eagle”) and Ram Transportation, LLC (“Ram”) (together, the “Predecessor”). On July 29, 2024, the Company completed the acquisition of Eagle and Ram (the “Concrete Acquisition”) and began reporting on a new accounting basis as the “Successor.”

Accordingly, the Company’s financial statements reflect two distinct reporting periods: a “Predecessor Period” prior to the Concrete Acquisition and a “Successor Period” subsequent to the Concrete Acquisition. The results of operations of the Successor and Predecessor are not comparable due to the application of acquisition accounting.

This MD&A includes discussion of the following reporting periods:

 

  •  

Successor Period for the year ended December 31, 2025;

 

  •  

Successor Period from inception (May 22, 2024) through December 31, 2024

 

  •  

Predecessor Period from January 1, 2024 through July 29, 2024; and

 

  •  

Predecessor Period for the year ended December 31, 2023.

Recent Developments

Thunder Acquisition

On October 17, 2025, Eagle Redi-Mix Concrete, LLC, our indirect wholly owned subsidiary (“Eagle Redi-Mix”), entered into an equity and asset purchase and contribution agreement (as amended on March 27, 2026, the “Equity and Asset Purchase and Contribution Agreement”) with SRM, Inc., an Oklahoma corporation (“Schwarz Ready Mix”), SRM Leasing, LLC, an Oklahoma limited liability company (“Schwarz Leasing”), Schwarz Sand, LLC an Oklahoma limited liability company (“Schwarz Sand,” and together with Schwarz Ready Mix and Schwarz Leasing, the “Schwarz Entities”) and the other selling parties named therein and Schwarz Ready Mix, in its capacity as a representative of the selling parties. Pursuant to the Equity and Asset Purchase and Contribution Agreement, Eagle acquired substantially all of the assets of Schwarz Ready Mix and Schwarz Leasing and all of the issued and outstanding equity interests of Schwarz Sand (collectively, the “Thunder Acquisition”). The aggregate purchase price included $97.0 million in cash consideration ($74.3 million paid at closing and $22.7 million deferred until June 30, 2026) and 20,000,000 Company Preferred Units issued to the sellers as rollover equity.

 

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Hope Acquisition

On April 28, 2026, two subsidiaries of the Company, Concrete Partners, LLC, a Delaware limited liability company, and Purchaser Holdco, a newly formed subsidiary of the Company, entered into a Membership Interest Purchase Agreement (the “Hope Purchase Agreement”) and related agreements with the owners (the “Sellers”) of Hope Concrete, LLC, a Texas limited liability company (“Hope”), to acquire 100% of the ownership interests of Hope and its subsidiaries, Lafayette Concrete Division LLC, a Louisiana limited liability company, and Baton Rouge Concrete Division LLC, a Louisiana limited liability company (collectively with Hope, the “Hope Companies”). The Hope Companies are in the business of concrete manufacturing, concrete production, concrete sales, and trucking of concrete, sand, rock, cement, and fly ash. On April 28, 2026, the Company completed the acquisition of the Hope Companies (the “Hope Acquisition”).

After giving effect to the transactions contemplated by the Hope Purchase Agreement, the aggregate consideration consisted of (i) 220,007 shares of Class A common stock, par value $0.0001 per share, of Suncrete (“Class A Common Stock”) issued to one of the Sellers, (ii) 69,511 shares of Class B common stock, par value $0.0001 per share, of Purchaser Holdco issued to one of the Sellers (the “Holdco Rollover Securities”) and (iii) a net closing cash payment of $39,377,232.21, subject to certain adjustments as set forth in the Hope Purchase Agreement, with respect to the purchased units sold by the other Sellers. In addition, the Company paid $27.4 million to satisfy the debt obligations of Hope Concrete.

The Holdco Rollover Securities issued by Purchaser Holdco are nonvoting, have no dividend or liquidation rights and are exchangeable for an aggregate of 695,110 shares of Class A Common Stock on the terms and subject to the conditions set forth in an Exchange Agreement, dated April 28, 2026, by and among Suncrete, Purchaser Holdco and Foley Bros., LLC, a Texas limited liability company. For additional information, see the section titled “Liquidity and Capital Resources – Acquisitions.”

Southern Louisiana Acquisition

On April 29, 2026, the Company acquired a ready-mix concrete company in Southern Louisiana for aggregate consideration consisting of (i) $31.0 million in cash at closing, (ii) 259,291 shares of Class A Common Stock issued to the sellers at closing and (iii) an earnout payment of up to $10.0 million, to be paid by the Company, if at all, in cash or Class A Common Stock, at the Company’s option and subject to certain limitations, based upon the acquired company’s achievement of specified performance criteria over a five-year post-closing performance period. For additional information, see the section titled “Liquidity and Capital Resources – Acquisitions.”

Nelson Bros. Acquisition

On May 6, 2026, the Company, through Hope, entered into a Membership Interest Purchase Agreement (the “Nelson Purchase Agreement”) and related agreements with the owners of Nelson Bros. Ready Mix, LLC, a Texas limited liability company (the “Nelson Bros”), to acquire 100% of the ownership interests of Nelson and its subsidiary, R & R Trucking LLC, a Texas limited liability company (collectively with the Nelson Bros., the “Nelson Acquired Companies”). The Nelson 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 Nelson Acquired Companies pursuant to the Nelson Purchase Agreement (the “Nelson Acquisition”). The owners of the Nelson Acquired Companies who are also parties to the Nelson 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 “Nelson Sellers”), and Jacob Owens in his capacity as representative of the Nelson Sellers.

 

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The aggregate consideration for the Nelson Acquisition consisted of (i) 1,296,456 shares of Class A Common Stock issued to the Nelson Sellers and (ii) $42.3 million net cash payment at closing paid to Nelson. In addition, the Nelson 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 Nelson Acquired Companies, measured as of the end of any full calendar quarter ending during the five-year period following the closing of the Nelson Acquisition, with Hope having the option to satisfy up to 50% of any such earnout payment by issuing shares of the Company’s Class A Common Stock in lieu of cash (the “Nelson Earnout Stock Consideration”) at a future average closing stock price, subject to applicable Nasdaq listing rules and other limitations on the issuance of Nelson Earnout Stock Consideration set forth in the Nelson Purchase Agreement.

Business Combination with Haymaker

On April 8, 2026 (the “Closing Date”), Suncrete, Inc. (“Suncrete”) consummated its previously announced business combination pursuant to that certain Business Combination Agreement, dated October 9, 2025 (the “Business Combination Agreement”) by and among the Company, Haymaker Acquisition Corp. 4, a Cayman Islands exempted company (“Haymaker” or “SPAC”), Suncrete, Haymaker Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Suncrete (“Merger Sub I”), and Haymaker Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Suncrete (“Merger Sub II”). Pursuant to the Business Combination Agreement, the Business Combination was effected on the Closing Date in several steps: (a) Haymaker transferred by way of continuation out of its jurisdiction of incorporation from the Cayman Islands and domesticated into the State of Delaware in accordance with Section 388 of the Delaware General Corporation Law, as amended, and the Companies Act (As Revised) of the Cayman Islands (the “Domestication”), (b) immediately following the Domestication, Merger Sub I merged with and into Haymaker (the “Initial Merger”), with Haymaker surviving the Initial Merger as a wholly owned subsidiary of Suncrete; and (c) immediately following the Initial Merger, Merger Sub II merged with and into the Company (the “Acquisition Merger” and, together with the Initial Merger, the “Mergers”, and together with the Domestication, and all other transactions contemplated by the Business Combination Agreement, the “Business Combination”), with the Company surviving the Acquisition Merger as a wholly owned subsidiary of Suncrete. Prior to the closing of the Initial Merger, Suncrete issued an aggregate of 26,000 shares of its Series A Preferred Stock, which is initially convertible into an aggregate of 1,444,445 shares of Class A Common Stock of the Company, in exchange for all of the outstanding Senior Preferred Units of the Company.

The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, although Haymaker acquired all of the outstanding equity interests of the Company in the Business Combination, the Company will be treated as the accounting acquirer for financial reporting purposes. Accordingly, the Business Combination will be reflected as the equivalent of the Company issuing shares for the net assets of Haymaker, followed by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of the Company.

Credit Agreement Amendments

We are party to a credit agreement (the “Credit Agreement”) with Bank of America, N.A., as administrative agent and certain lenders party thereto (the “Lenders”). On October 17, 2025, in connection with the Thunder Acquisition, we amended the Credit Agreement to increase the Initial Term Loan (defined below) by $75.0 million and the Revolving Loan (defined below) by $10.0 million. On March 25, 2026, we entered into that certain Consent and Second Amendment to Credit Agreement and First Amendment to Security and Pledge Agreement (the “Second Amendment”) to, among other things, permit the consummation of the Business Combination and giving effect to the closing of the Business Combination, to add Suncrete and SPAC as guarantors under the Credit Agreement. On April 7, 2026, we and, giving effect to the closing of the Business Combination, Suncrete and SPAC, entered into that certain Limited Consent and Third Amendment to Credit Agreement (the “Third Amendment”) to, among other things, permit the forward purchase agreement entered into in connection with the Business Combination. On April 28, 2026, we entered into that certain Limited

 

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Consent and Fourth Amendment to Credit Agreement (the “Fourth Amendment,” and the Credit Agreement, as amended through the date of the Fourth Amendment, the “Amended Credit Agreement”) to, among other things, permit the consummation of certain acquisitions, including the joinder to the Amended Credit Agreement of Suncrete Intermediate, Inc. (“Purchaser Holdco”), a subsidiary formed in connection with the Hope Acquisition. For additional information, see the section titled “Liquidity and Capital Resources – Debt Agreements.”

Equipment Loan

On December 30, 2025, the Company entered into a five-year $4.8 million equipment security note (“Equipment Loan”). The Equipment Loan is a part of a master agreement that permits multiple equipment notes under the master agreement. For additional information, see the section titled “Liquidity and Capital Resources – Debt Agreements.”

Components of Our Results of Operations

Revenues

We generate revenue primarily from the production and delivery of ready-mix concrete. Revenue is recognized at a point in time when control of the product has transferred to the customer, typically upon delivery to the job site. Our concrete is sold under short-term purchase orders or master service agreements. Revenue is driven by the volume of cubic yards delivered, the average sales price per cubic yard and the type of concrete mix required for the job. Our pricing strategy also incorporates value-added services, including specialized admixtures, customized mix formulations and on-site quality control. Our sales are sensitive to fluctuations in construction activity across the public infrastructure, commercial and residential sectors. Seasonality and weather can also impact delivery schedules and job site activity, particularly during the winter months.

Cost of Goods Sold

Cost of goods sold consists of all materials and direct costs associated with the production and delivery of concrete. This includes cement, fly ash, aggregates, admixtures, plant labor, equipment maintenance, truck driver wages, fuel, permits and tags, and other plant-level expenses. Cost of goods sold also includes depreciation of production-related property. Costs may fluctuate based on raw material pricing, labor availability, and plant utilization rates.

Selling, General and Administrative Expenses

Selling, general and administrative expenses (“SG&A”) include corporate and regional administrative costs such as salaries and benefits for administrative personnel, insurance, rent, professional services, and IT and compliance-related expenses. SG&A also includes amortization of customer relationship intangibles and depreciation of property and equipment not directly attributable to production, and other recurring overhead costs.

Gross Profit

Gross profit represents revenues less cost of goods sold. Gross profit is impacted by a combination of delivered volumes, realized pricing, mix of projects, and cost structure. Our gross margin can fluctuate based on weather conditions, seasonality, raw material costs, and our ability to effectively utilize plant and fleet capacity. Periods with higher delivered volumes generally allow for stronger fixed cost absorption, which enhances gross margin, while lower volumes can result in higher per-unit costs and margin compression.

 

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Acquisition-related Costs

Acquisition-related costs primarily consist of costs incurred in connection with acquisitions, integration activities, and other strategic or capital markets initiatives. These costs are expensed as incurred and may fluctuate significantly between periods depending on the level and timing of acquisition and financing activity.

Other Income (Expense)

Other income (expense) primarily consists of interest expense and other non-operating items. Interest expense relates mainly to borrowings under the Term Loan and the Revolving Loan and includes the amortization of debt issuance costs. Interest expense is presented net of immaterial interest income, and no material amounts of interest were capitalized during the periods presented. Other non-operating expenses include miscellaneous non-operating items that are not directly related to the Company’s core operating activities.

Key Performance Indicators and Non-GAAP Financial Measures

In addition to the operating metrics discussed above, we regularly monitor certain key performance indicators, including net income (loss), as well as certain non-GAAP financial measures to evaluate our operating performance.

Adjusted EBITDA represents net income (loss) before interest expense, net, depreciation and amortization, and further adjusted to exclude certain non-cash or non-operating items that management does not consider indicative of the Company’s core operating performance. Such adjustments include share-based compensation expense, acquisition-related costs, acquisition bonuses, public company readiness costs and acquisition-related financing costs. Management believes excluding these costs provides investors with a clearer view of underlying operating performance. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue.

Management uses these measures as key performance indicators to evaluate the Company’s operating performance and assess trends, and believes they are also frequently used by securities analysts, investors, and other parties to evaluate companies in our industry. Management believes these non-GAAP measures enhance investors’ understanding of the Company’s operating performance and facilitate meaningful period-to-period comparisons. These measures have limitations as analytical tools and should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP as an indicator of our operating performance. Our calculation of Adjusted EBITDA and Adjusted EBITDA margin may not be comparable to similarly named measures reported by other companies. Potential differences may include differences in capital structures, tax positions and the age and book depreciation of intangible and tangible assets.

 

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The following tables present a reconciliation of net income to Adjusted EBITDA. (in thousands):

 

     Successor            Predecessor  
     Year ended
December 31,
2025
    Period from
Inception
(May 22, 2024)
through
December 31,
2024
           Period from
January 1,
2024 through
July 29, 2024
    Year ended
December 31, 2023
 

Net income

   $ 1,975     $ 1,079          $ 20,464     $ 26,975  

Plus:

             

Interest expense, net

     12,032       5,173            924       878  

Depreciation & amortization expense

     19,035       6,740            4,827       6,087  

Share-based compensation expense

     547       32            —        —   

Acquisition-related costs (1)

     6,696       7,422            —        —   

Acquisition bonuses (2)

     —        1,000            —        —   

Public company readiness (3)

     659       353            —        —   

Financing-related costs (4)

     390       —             —        —   
  

 

 

   

 

 

        

 

 

   

 

 

 

Adjusted EBITDA

   $ 41,334     $ 21,799          $ 26,215     $ 33,940  
  

 

 

   

 

 

        

 

 

   

 

 

 

Revenues

   $ 194,871     $ 79,650          $ 103,661     $ 144,279  

Net income margin

     1.0 %      1.4 %           19.7 %      18.7 % 

Adjusted EBITDA margin

     21.2 %      27.4 %           25.3 %      23.5 % 

 

(1)

Represents legal and advisory fees incurred in connection with acquisitions.

(2)

Represents discretionary bonuses paid in connection with the Concrete Acquisition.

(3)

Represents professional service costs incurred in connection with acquisition-related technical accounting and advisory support, as well as incremental costs to support the Company’s preparation for becoming a public company (e.g., resources to facilitate public company readiness).

(4)

Represents costs associated with debt extinguishment and modification in connection with acquisitions.

 

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Results of Operations

Factors Affecting Comparability of Our Results of Operations to Our Historical Results of Operations

Our historical results of operations for the periods presented are not comparable, either to each other or to our results of operations in future periods. As discussed in the “Overview” section, Concrete Partners Holding, LLC was formed on May 22, 2024, and had no substantive operating activities prior to the Concrete Acquisition on July 29, 2024. As a result of the Concrete Acquisition and the application of acquisition accounting beginning on the date of the closing of the Concrete Acquisition, our financial statements distinguish between Successor and Predecessor periods. Although these periods reflect different bases of accounting and are not directly comparable, management believes that a discussion of period-over-period changes in revenues and other key operating metrics provides meaningful information about the underlying performance of the business.

Fiscal Years Ended December 31, 2025, 2024 and 2023

The following table summarizes the Company’s operating results for the periods indicated (in thousands):

 

     Successor            Predecessor  
     Year ended
December 31,

2025
     Period from
Inception
(May 22, 2024)
through
December 31,
2024
           Period from
January 1,
2024 through
July 29, 2024
     Year ended
December 31,
2023
 

Revenues

   $ 194,871      $ 79,650          $ 103,661      $ 144,279  

Cost of goods sold

     127,925        49,419            65,065        93,093  
  

 

 

    

 

 

        

 

 

    

 

 

 

Gross profit

     66,946        30,231            38,596        51,186  
  

 

 

    

 

 

        

 

 

    

 

 

 

Operating expenses:

               

Selling, general and administrative expenses

     45,553        16,346            16,883        22,665  

Acquisition-related costs

     6,696        7,422            —        —  

(Gain) loss on disposal of assets, net

     272        (108 )           40        197  
  

 

 

    

 

 

        

 

 

    

 

 

 

Total operating expenses

     52,521        23,660            16,923        22,862  
  

 

 

    

 

 

        

 

 

    

 

 

 

Operating income

     14,425        6,571            21,673        28,324  
  

 

 

    

 

 

        

 

 

    

 

 

 

Other expense:

               

Other expenses

     (418 )       (319 )           (285 )       (471 ) 

Interest expense, net

     (12,032 )       (5,173 )           (924 )       (878 ) 
  

 

 

    

 

 

        

 

 

    

 

 

 

Total other expense

     (12,450 )       (5,492 )           (1,209 )       (1,349 ) 
  

 

 

    

 

 

        

 

 

    

 

 

 

Net income

   $ 1,975      $ 1,079          $ 20,464      $ 26,975  
  

 

 

    

 

 

        

 

 

    

 

 

 

Revenue

Successor Year Ended December 31, 2025 (the “Successor 2025 Period”)

Revenue was $194.9 million for the year ended December 31, 2025. Results for the year were significantly impacted by unusually heavy and sustained rainfall across Oklahoma and Arkansas during the first half of the year, which limited construction activity and reduced the number of delivery days. These weather conditions were materially above historical averages and did not occur in the prior-year. Revenue benefited in the second half of the year with weather patterns that were in line with historical trends, as well as increased volumes from the Thunder Acquisition, which closed in the fourth quarter of 2025 and added approximately twenty concrete plants and one hundred fifteen mixer trucks, expanding us into a new regional market. In addition, realized pricing increased modestly following the Thunder Acquisition, as the acquired operations historically operated at a higher average unit price relative to legacy assets. Pricing was otherwise generally consistent with the Successor 2024 Period.

 

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Successor Period (May 22, 2024 through December 31, 2024) (the “Successor 2024 Period”)

Revenue was $79.7 million for the Successor 2024 Period. Performance in the period reflected contributions from our acquisition of certain assets of SMG Ready Mix (“SMG”) in January 2024, which added eight plants to our network, expanding our delivery capacity and operational footprint. Realized pricing remained stable during the Successor Period, supported by contractual resets, surcharges, and favorable project mix in key delivery zones.

Predecessor Period (January 1, 2024 through July 29, 2024) (the “Predecessor 2024 Period”)

Revenue was $103.7 million for the Predecessor 2024 Period. Activity in this period reflected steady demand from customers and the initial contribution from the SMG assets acquisition completed in January 2024. Production from the SMG assets increased throughout the period as integration progressed, supporting overall delivery volumes and enhancing the Company’s operational footprint. Realized pricing reflected contractual price resets implemented during the period, though overall pricing levels remained relatively consistent without significant further increases during the period.

Predecessor Year Ended December 31, 2023 (the “Predecessor 2023 Period”)

Revenue was $144.3 million for the Predecessor 2023 Period. Results primarily reflect baseline construction activity in the markets in which we operate across infrastructure, commercial, and residential projects. The period also benefited from the first full year of operations following the acquisition of substantially all of the ready-mix production, transportation, and real-estate assets of Shelton Ready-Mix and Shelton Transportation, expanding the Company’s operational footprint through the addition of two plants. Pricing remained steady during the year, with modest increases driven by market-based resets, such as contractual pricing adjustments tied to changes in underlying raw material, labor, and delivery costs, implemented during the period.

Cost of Goods Sold

The following table presents our costs of goods sold and costs of goods sold as a percentage of revenue for the periods indicated (in thousands):

 

     Successor            Predecessor  
     Year ended
December 31,
2025
    Period from
Inception
(May 22, 2024)
through
December 31,
2024
           Period from
January 1, 2024
through
July 29, 2024
    Year ended
December 31,
2023
 

Cost of goods sold

   $ 127,925     $ 49,419          $ 65,065     $ 93,093  

As a percentage of revenue

     65.6 %      62.0 %           62.8 %      64.5 % 

Successor Year Ended December 31, 2025

Cost of goods sold was $127.9 million, or 65.6% of revenue, for the year ended December 31, 2025. Results reflect lower delivered volumes caused by unusually heavy and sustained rainfall during the first half of 2025, which significantly impacted construction activity and delivery days in key markets. Per-unit costs increased throughout the year due to the unfavorable absorption of fixed plant and delivery costs on lower volumes, as well as higher depreciation expense associated with the fair value step-up of property, plant and equipment recognized in connection with the Concrete Acquisition and the Thunder Acquisition.

Successor Period (May 22, 2024 through December 31, 2024)

Cost of goods sold represented 62.0% of revenue in the Successor 2024 Period. Results for the period reflected the continued integration of the SMG assets acquisition completed in January 2024, which added eight plants to our network, expanding our delivery capacity and operational footprint. The increased scale enabled us to spread fixed plant-level costs across a larger production base, improving cost absorption.

 

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Predecessor Period (January 1, 2024 through July 29, 2024)

Cost of goods sold represented 62.8% of revenue in the Predecessor 2024 Period. Production from the SMG assets increased throughout the period as integration progressed, supporting overall delivery volumes. The increased scale enabled us to spread fixed plant-level costs across a larger production base, improving cost absorption.

Predecessor Year Ended December 31, 2023

Cost of goods sold represented 64.5% of revenue in the Predecessor 2023 Period. Results during this period primarily reflect baseline operations across the Company’s historical plant network. The period also benefited from the first full year of operations following the Shelton acquisition, which expanded our operational footprint through the addition of two plants.

While we experienced inflationary pressures on certain raw materials, labor, and fuel, these cost increases were generally passed through to customers through contractual price resets and surcharges and, therefore, did not have a material impact on gross margins for the periods presented.

Gross Profit

The following table presents our gross profit and gross profit as a percentage of revenue for the periods indicated (in thousands):

 

     Successor            Predecessor  
     Year ended
December 31,
2025
    Period from
Inception
(May 22, 2024)
through
December 31,
2024
           Period from
January 1, 2024
through
July 29, 2024
    Year ended
December 31,
2023
 

Gross Profit

   $ 66,946     $ 30,231          $ 38,596     $ 51,186  

As a percentage of revenue

     34.4 %      38.0 %           37.2 %      35.5 % 

Successor Year Ended December 31, 2025

Gross profit totaled $66.9 million, or 34.4% of revenue, for the year ended December 31, 2025. Results reflect the volume and cost trends discussed in the “Revenue” and “Cost of Goods Sold” sections above, including lower delivered volumes resulting from unusually heavy rainfall and increased per-unit costs from reduced fixed-cost absorption. Gross margins were further impacted by higher depreciation expense associated with the fair value step-up of property, plant and equipment in connection with the Concrete Acquisition and the Thunder Acquisition.

Successor Period (May 22, 2024 through December 31, 2024)

Gross profit represented 38.0% of revenue in the Successor 2024 Period. Results for the period benefited from the increased scale associated with the SMG assets acquisition in January 2024, which expanded our plant network and contributed to stronger fixed cost absorption. Stable realized pricing and favorable project mix further supported gross margin performance.

Predecessor Period (January 1, 2024 through July 29, 2024)

Gross profit represented 37.2% of revenue in the Predecessor 2024 Period. Activity during this period reflected the initial integration of the SMG assets and increased production volumes as the newly acquired plants ramped up. Gross margin performance remained stable, supported by steady pricing and volume growth.

 

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Predecessor Year Ended December 31, 2023

Gross profit represented 35.5% of revenue for the Predecessor 2023 Period. Results during this period primarily reflect our baseline operations prior to the SMG assets acquisition, along with contributions from the first full year of operation following the Shelton acquisition.

Operating Expenses

Selling, General and Administrative Expenses

Successor Year Ended December 31, 2025

SG&A expenses totaled $45.6 million for the year ended December 31, 2025. Activity during the year primarily reflected amortization of customer relationship intangibles and depreciation associated with the fair value step-up of property, plant and equipment recorded in connection with the Concrete Acquisition and the Thunder Acquisition. In connection with the Thunder Acquisition, payroll expenses and maintenance and repair expenses increased during the year due to an increased headcount and the expanded size of our operations fleet. SG&A also includes affiliated consultant compensation, professional services costs, and other expenses incurred to support our transition to a public company environment.

Successor Period (May 22, 2024 through December 31, 2024)

SG&A expenses were $16.3 million in the Successor 2024 Period. Results for the period reflect increased depreciation and amortization expense associated with the fair value step-up of property and the recognition of customer relationship intangibles in connection with the Concrete Acquisition. SG&A expenses also included higher professional services costs as we continued to scale our operations.

Predecessor Period (January 1, 2024 through July 29, 2024)

SG&A expenses were $16.9 million in the Predecessor 2024 Period. Activity during the period primarily reflected personnel-related costs and overhead associated with integrating the SMG assets acquisition, as well as increased administrative support to manage the larger operating platform.

Predecessor Year Ended December 31, 2023

SG&A expenses were $22.7 million in the Predecessor 2023 Period. Results for the period primarily reflect baseline overhead and personnel costs prior to the SMG assets acquisition, as well as administrative support associated with the existing plant network and the Shelton acquisition.

Acquisition-related Costs

Successor Year Ended December 31, 2025

Acquisition-related costs totaled $6.7 million for the year ended December 31, 2025. These expenses primarily consisted of due diligence and professional service costs incurred in connection with the Thunder Acquisition, including legal, accounting, and advisory fees associated with transaction execution and integration planning, as well as professional fees incurred in connection with the Company’s ongoing de-SPAC and public-company readiness efforts.

Successor Period (May 22, 2024 through December 31, 2024)

Acquisition-related costs were $7.4 million in the Successor 2024 Period. The activity during this period primarily reflects acquisition costs incurred in connection with the Concrete Acquisition, including legal, financial advisory, accounting, and other professional service fees.

 

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Predecessor Period (January 1, 2024 through July 29, 2024)

We did not have acquisition-related costs during the Predecessor 2024 Period.

Predecessor Year Ended December 31, 2023

We did not have acquisition-related costs during the Predecessor 2023 Period.

(Gain) Loss on Disposal of Assets

Successor Year Ended December 31, 2025

We recorded a loss of $0.3 million on asset disposals during the year ended December 31, 2025. Activity during this period primarily related to the disposition of miscellaneous ancillary assets.

Successor Period (May 22, 2024 through December 31, 2024)

Gain on disposal of assets was $0.1 million in the Successor 2024 Period. Activity during the period primarily related to the sale of various ancillary assets, including older equipment and vehicles no longer in active use.

Predecessor Period (January 1, 2024 through July 29, 2024)

Loss on disposal of assets was $40,000 in the Predecessor 2024 Period. Activity during the period was minimal and reflected routine asset disposals.

Predecessor Year Ended December 31, 2023

Loss on disposal of assets was $0.2 million in the Predecessor 2023 Period. Activity during the period related to the timing and mix of asset sales, primarily involving older fleet and support equipment.

Gains and losses on asset disposals are not indicative of ongoing operations and may fluctuate from period to period depending on the volume and value of disposals.

Other Income (Expense)

Other Expenses

Successor Year Ended December 31, 2025

Other expenses was $0.4 million in the year ended December 31, 2025. Activity during the year was consistent with typical non-operating charges incurred in the ordinary course.

Successor Period (May 22, 2024 through December 31, 2024)

Other expenses was $0.3 million in the Successor 2024 Period. Activity during the period was consistent with typical non-operating charges incurred in the ordinary course.

Predecessor Period (January 1, 2024 through July 29, 2024)

Other expenses was $0.3 million in the Predecessor 2024 Period. Activity during the period was consistent with typical non-operating charges incurred in the ordinary course.

 

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Predecessor Year Ended December 31, 2023

Other expenses was $0.5 million in the Predecessor 2023 Period. Activity during the period was consistent with typical non-operating charges incurred in the ordinary course.

Interest Expense, Net

Successor Year Ended December 31, 2025

Interest expense, net, was $12.0 million in the year ended December 31, 2025. This amount primarily reflects interest incurred on the Term Loan and Revolving Loan entered into in connection with the Concrete Acquisition and Thunder Acquisition, which resulted in higher average borrowings during the period. Interest income was immaterial, and no material amounts of interest were capitalized.

Successor Period (May 22, 2024 through December 31, 2024)

Interest expense, net, was $5.2 million in the Successor 2024 Period. The increase in expense during the period reflects interest incurred on the Initial Term Loan (defined below) and Revolving Loan entered into in connection with the Concrete Acquisition. At December 31, 2024, the Initial Term Loan had a principal balance of $126.8 million and an applicable interest rate of 7.7%, and the Revolving Loan had a principal balance of $4.2 million and an applicable interest rate of 7.7%.

Predecessor Period (January 1, 2024 through July 29, 2024)

Interest expense, net, was $0.9 million in the Predecessor 2024 Period. Activity during the period primarily reflected interest incurred under existing debt arrangements prior to the Concrete Acquisition.

Predecessor Year Ended December 31, 2023

Interest expense, net, was $0.9 million in the Predecessor 2023 Period. Results for the period were consistent with the Company’s historical borrowing levels prior to the establishment of the new Term Loan and Revolving Loan.

Net Income

Net income was $2.0 million during the year ended December 31, 2025, $1.1 million during the Successor 2024 Period, $20.5 million during the Predecessor 2024 Period and $27.0 million during the Predecessor 2023 Period. The change in net income between periods was primarily driven by the factors discussed above.

Adjusted EBITDA

Successor Year Ended December 31, 2025

Adjusted EBITDA was $41.3 million, representing an Adjusted EBITDA margin of 21.2%, for the year ended December 31, 2025. Results for the period were significantly impacted by unusually heavy and sustained rainfall across Oklahoma and Arkansas during the first half of the year, which reduced delivery volumes and delayed customer projects. With lower volumes, we were unable to benefit from fixed-cost leverage to the same extent as in the Successor 2024 Period, resulting in reduced gross margin contribution.

Successor Period (May 22, 2024 through December 31, 2024)

Adjusted EBITDA was $21.8 million, and Adjusted EBITDA margin was 27.4%, for the Successor 2024 Period. Results for the period benefited from increased scale associated with the SMG assets acquisition in January 2024, which added eight plants to our network, expanding our delivery capacity and operational footprint. This scale expansion supported improved fixed cost leverage and margin performance.

 

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Predecessor Period (January 1, 2024 through July 29, 2024)

Adjusted EBITDA was $26.2 million, and Adjusted EBITDA margin was 25.3%, for the Predecessor 2024 Period. Activity during this period reflected stable demand conditions and the initial integration of the SMG assets, which increased production capacity and supported stronger fixed cost absorption. Integration efforts throughout the period enhanced operational efficiency and contributed to overall margin performance.

Predecessor Year Ended December 31, 2023

Adjusted EBITDA was $33.9 million, and Adjusted EBITDA margin was 23.5%, for the Predecessor 2023 Period. Results reflect baseline operations prior to the SMG assets acquisition, with steady volume performance supported by strong market fundamentals in Oklahoma and Arkansas. The period also benefited from the first full year of operations following the Shelton acquisition, which expanded the Company’s operational footprint through the addition of two plants.

LIQUIDITY AND CAPITAL RESOURCES

Overview

Our primary needs for cash are for potential acquisitions and payment of contractual obligations, including debt and working capital obligations. Our primary sources of liquidity have historically been cash flows generated from operating activities and borrowings under our Revolving Loan. As of December 31, 2025 and 2024, we had a net working capital surplus of $0.1 million and $19.4 million, respectively. The decrease in working capital at December 31, 2025 was primarily driven by the classification of the $22.7 million deferred payment related to the Thunder Acquisition as a current liability, which is expected to be funded through a combination of operating cash flows and availability under the Revolving Loan. Our collection of receivables has historically been timely, and losses associated with uncollectible receivables have historically not been significant. Our cash balances totaled $6.3 million and $8.4 million as of December 31, 2025 and 2024, respectively.

We budget annually for both maintenance and growth capital expenditures. Maintenance capital expenditures are fairly predictable and represent routine reinvestments required to sustain our current operations, including mixer and haul truck replacements, plant repairs and other recurring equipment and fleet needs typical of the ready-mix industry. By contrast, growth capital expenditures are discretionary and can fluctuate depending on the timing and scale of opportunities to expand within our existing footprint, such as new plant construction, capacity additions or targeted fleet expansion. Acquisition capital expenditures, such as the purchase of new plants or other strategic assets, are not part of our recurring capital program and require approval from our board of directors.

The ultimate amount of our future capital expenditures will depend upon a variety of factors, including raw material and equipment pricing, construction activity levels in our markets and the availability of attractive opportunities to support growth.

As of December 31, 2025, we had cash and cash equivalents of $6.3 million and available capacity under the Revolving Loan of $21.5 million, net of a $0.5 million letter of credit. Net cash provided by operating activities was approximately $21.5 million for the year ended December 31, 2025. We believe that our operating cash flows and the aforementioned liquidity sources provide us with sufficient liquidity to fund our operations and planned maintenance capital expenditures. However, the timing and amount of future growth or acquisition capital expenditures remain subject to market conditions, board approval and other variables outside of our control.

 

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Cash requirements for known contractual and other obligations

The following table presents significant cash requirements for known contractual and other obligations as of December 31, 2025 (in thousands):

 

     Short-term      Long-term      Total  

Term Loan (1)

   $ 13,251      $ 182,452      $ 195,703  

Deferred payment (2)

     22,700        —         22,700  

Equipment Loan (1)

     1,136        4,543        5,679  

Revolving Loan (3)

     —         3,000        3,000  

Operating lease commitments (4)

     634        2,235        2,869  
  

 

 

    

 

 

    

 

 

 

Total

   $ 37,721      $ 192,230      $ 229,951  
  

 

 

    

 

 

    

 

 

 

 

(1)

Amounts presented include both principal and interest obligations.

(2)

Amounts presented represent deferred payment as part of the Thunder Acquisition

(3)

Amounts presented do not include interest expense as it is a floating rate and we cannot determine with accuracy the future interest rates we will be charged. As of December 31, 2025, the outstanding balance under our Revolving Loan was subject to an interest rate of 7.4%.

(4)

Amounts presented include both minimum lease payments and imputed interest.

Cash Flows

Fiscal Year Ended December 31, 2025, 2024 and 2023

The following table summarizes our cash flows for the periods indicated (in thousands):

 

     Successor      Predecessor  
     Year ended
December 31,
2025
    Period from
Inception
(May 22,
2024)
through
December 31,
2024
     Period from
January 1,
2024
through
July 29, 2024
    Year ended
December 31,
2023
 

Net cash provided by (used in):

           

Operating activities

   $ 21,470     $ 10,798      $ 17,650     $ 32,226  

Investing activities

     (89,014 )      (192,669 )       (14,743 )      (7,581 ) 

Financing activities

     65,467       185,976        (5,693 )      (22,815 ) 
  

 

 

   

 

 

    

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

   $ (2,077 )    $ 4,105      $ (2,786 )    $ 1,830  
  

 

 

   

 

 

    

 

 

   

 

 

 

Cash Flows Provided by Operating Activities

Net cash provided by operating activities was $21.5 million, $10.8 million, $17.7 million and $32.2 million for the year ended December 31, 2025, Successor 2024 Period, Predecessor 2024 Period and Predecessor 2023 Period, respectively.

Operating cash flows for the year ended December 31, 2025 reflect the impact of historically high rainfall during the first half of 2025, which significantly reduced production days, delivered volumes, and gross profit. Operating cash flows were further impacted by interest payments of approximately $12.0 million related to the term debt incurred in connection with the Concrete Acquisition and the Thunder Acquisition and affiliated consultant compensation of approximately $2.8 million. Operating cash flows were also adversely affected by higher SG&A expenses, primarily driven by increased payroll and maintenance costs associated with expanded operations, as well as incremental costs related to preparing to operate as a public company.

 

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Operating cash flows in the Successor 2024 Period reflect five months of activity following the Concrete Acquisition, including interest payments of approximately $4.9 million related to the new term debt incurred to finance Concrete Acquisition and affiliated consultant compensation of approximately $0.4 million.

Operating cash flows in the Predecessor 2024 Period reflect seven months of operating activity prior to the Concrete Acquisition, while the Predecessor 2023 Period reflects a full year of operations under the legacy ownership structure.

Cash Flows Used in Investing Activities

Net cash used in investing activities was $89.0 million, $192.7 million, $14.7 million and $7.6 million for the year ended December 31, 2025, Successor 2024 Period, Predecessor 2024 Period and Predecessor 2023 Period, respectively.

For the year ended December 31, 2025, cash used in investing activities primarily consisted of $73.4 million related to the Thunder Acquisition that added approximately twenty ready-mix plants in Oklahoma and $15.9 million of property, plant and equipment additions primarily associated with maintenance and organic growth capital expenditures. These outflows were partially offset by approximately $0.3 million of proceeds from asset sales.

For the Successor 2024 Period, cash used in investing activities primarily consisted of $189.2 million related to the Concrete Acquisition and $3.6 million of property, plant, and equipment additions primarily associated with maintenance capital expenditures. These outflows were partially offset by approximately $0.2 million of proceeds from asset sales.

For the Predecessor 2024 Period, cash used in investing activities primarily consisted of $13.9 million related to the SMG assets acquisition and $1.0 million of property, plant, and equipment additions primarily associated with maintenance capital expenditures. These outflows were partially offset by $0.2 million of proceeds from an asset disposition.

For the Predecessor 2023 Period, cash used in investing activities primarily consisted of $9.2 million of capital expenditures for maintenance and organic growth projects. These outflows were partially offset by approximately $1.6 million in proceeds from the sale of assets.

Cash Flows Provided (Used in) Financing Activities

Net cash provided (used in) by financing activities was $65.5 million, $186.0 million, $(5.7) million and $(22.8) million for the year ended December 31, 2025, Successor 2024 Period, Predecessor 2024 Period and Predecessor 2023 Period, respectively.

For the year ended December 31, 2025, net cash provided by financing activities primarily consisted of debt borrowings of $86.8 million, offset by $15.6 million of debt repayments, $2.7 million of deferred financing costs, $2.3 million of distributions to members and $0.6 million of debt issuance costs.

Net cash provided by financing activities during the Successor 2024 Period was primarily driven by net debt borrowings of $131.0 million and proceeds from the issuance of preferred and common units of $57.9 million. These inflows were partially offset by $2.5 million of debt issuance costs and $0.4 million of distributions to members.

Net cash used in financing activities during the Predecessor 2024 Period was primarily due to distributions to members of $14.3 million offset partially by net borrowings of debt of $8.6 million.

 

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Net cash used in financing activities during the Predecessor 2023 Period was primarily due to distributions to members of $18.2 million and repayments of debt of $4.6 million.

Acquisitions

Thunder Acquisition

On October 17, 2025, we completed the Thunder Acquisition. The aggregate purchase price included $97.0 million in cash consideration ($74.3 million paid at closing and $22.7 million deferred until June 30, 2026) and 20,000,000 Company Preferred Units issued to the sellers as rollover equity.

Hope Acquisition

On April 28, 2026, we completed the Hope Acquisition. After giving effect to the transactions contemplated by the Hope Purchase Agreement, the aggregate consideration consisted of (i) 220,007 shares of Class A Common Stock issued to one of the Sellers, (ii) the Holdco Rollover Securities and (iii) a net closing cash payment of $39,377,232.21, subject to certain adjustments as set forth in the Hope Purchase Agreement, with respect to the purchased units sold by the other Sellers. In addition, the Company paid $27.4 million to satisfy the debt obligations of Hope Concrete.

Southern Louisiana Acquisition

On April 29, 2026, we acquired a ready-mix concrete company in Southern Louisiana for aggregate consideration consisting of (i) $31.0 million in cash at closing, (ii) 259,291 shares of Class A Common Stock issued to the sellers at closing and (iii) an earnout payment of up to $10.0 million based upon the acquired company’s achievement of specified performance criteria over a five-year post-closing performance period. The earnout is payable, if at all, in cash or Class A Common Stock, at the Company’s election, with the number of shares of Class A Common Stock issuable based upon the average closing price per share of the Class A Common Stock on The Nasdaq Global Market for the 30 consecutive trading days preceding the end of the earnout period; provided that in no event will the Company issue shares of Class A Common Stock if the issuance would exceed (a) the aggregate number of shares of Class A Common Stock that the Company may issue in compliance with the rules and regulations of Nasdaq or (b) 9.99% of the issued and outstanding shares of Class A Common Stock.

Nelson Acquisition

On May 6, 2026, we acquired 100% of the ownership interests of the Nelson Acquired Companies for an aggregate consideration of (i) 1,296,456 shares of Class A Common Stock issued to the Nelson Sellers and (ii) $42.3 million net cash payment at closing. In addition, the Nelson 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 Nelson Acquired Companies, measured as of the end of any full calendar quarter ending during the five-year period following the closing of the Nelson Acquisition, with Hope having the option to satisfy up to 50% of any such earnout payment by issuing the Nelson Earnout Stock Consideration, with the number of shares of Class A Common Stock issuable based upon the average closing price per share of the Class A Common Stock on The Nasdaq Global Market for the 30 consecutive trading days preceding the end of the earnout period; provided that in no event will the Company issue shares of Class A Common Stock if the issuance would exceed (a) the aggregate number of shares of Class A Common Stock that the Company may issue in compliance with the rules and regulations of Nasdaq or (b) 9.99% of the issued and outstanding shares of Class A Common Stock.

Business Combination

In connection with the closing of the Business Combination, holders of 12,628,150 Class A ordinary shares sold in Haymaker’s initial public offering properly exercised their right to have their shares redeemed for a pro

 

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rata portion of the trust account holding the proceeds from Haymaker’s initial public offering. On April 8, 2026, prior to the Domestication, Haymaker redeemed 12,628,150 Class A ordinary shares for $11.57 per share. As a result, on April 8, 2026, after giving effect to redemptions and payments to holders under prepaid forward agreements and before paying expenses, there was approximately $59 million remaining in the trust account.

Forward Purchase Agreement

Prior to the consummation of the Business Combination, on April 6, 2026, Haymaker and the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with each of Harraden Circle Investors, LP (“HCI”), Harraden Circle Special Opportunities, LP (“HCSO”), Harraden Circle Strategic Investments, LP (“HCSI”) and Harraden Circle Concentrated, LP (“HCC”) (with HCI, HCSO, HCSI, HCC, collectively as “Seller”) for a prepaid share forward transaction. Pursuant to the terms of the Forward Purchase Agreement, the Seller agreed to purchase up to 5,000,000 Shares (as defined in the Forward Purchase Agreement) in accordance with the terms and conditions therein. Pursuant to the Forward Purchase Agreement, the Seller was prepaid an aggregate cash amount (the “Prepayment Amount”) equal to the (i) number of Shares, multiplied by (ii) the per-share redemption price at the closing of the Business Combination (the “Initial Price”), directly from Haymaker’s trust account in connection with the closing of the Business Combination. From time to time and on any business day on which Nasdaq and commercial banks in the City of New York are open for business (an “Exchange Business Day”), following the closing of the Business Combination (any such date, an “OET Date”), and subject to the terms and conditions therein, the Seller is required to terminate the transaction in whole or in part with respect to any number of Shares that are sold by Seller on such OET Date by giving notice of such termination and the specified number of Shares (such quantity, the “Terminated Shares”). As of each OET Date, the Company will be entitled to receive from Seller, and Seller shall pay to the Company, an amount equal to (a) the Initial Price multiplied by (b) the Terminated Shares. The Forward Purchase Agreement maturity date will be the earlier of (a) six months after the closing of the Business Combination, or (b) 10 Exchange Business Days following the date upon which the Company, in its sole discretion, delivers written notice to Seller that the Company is accelerating the maturity date; provided that such notice will not be effective until three months after the closing of the Business Combination. In addition, the Company has the right, in its sole discretion, to extend the maturity up to two times by three months each time by delivering written notice to Seller at least 10 Exchange Business Days in advance of the then-scheduled maturity date. At maturity, in exchange for the return of the number of remaining Shares under the Forward Purchase Agreement, the Seller shall retain an amount equal to (i) the number of Shares multiplied by (ii) the Initial Price. The Seller also agreed to waive any redemption rights with respect to the Shares during the term of the Forward Purchase Agreement. As of May 6, 2026, the Seller has sold 2.32 million shares of Class A Common Stock and has paid to the Company an aggregate of approximately $26.9 million, pursuant to the terms of the Forward Purchase Agreement.

PIPE Investments

In addition, as previously disclosed, the Company previously entered into subscription agreements (the “PIPE Subscription Agreements”) with certain institutional investors (collectively, the “PIPE Investors”), pursuant to which (a) immediately prior to the Acquisition Merger Effective Time, the Company issued and sold to certain of the PIPE Investors in a private placement an aggregate of 8,691,573 shares of Class A Common Stock and Pre-Funded Warrants to purchase 2,525,094 shares of Class A Common Stock and (b) at the Acquisition Merger Effective Time, the Company issued and sold to certain of the PIPE Investors in a private placement an aggregate of 6,162,009 shares of Class A Common Stock, for an aggregate total subscription amount of $167.1 million.

Debt Agreements

Term Loan

We entered into the Credit Agreement with the Lenders on July 29, 2024 providing for a five-year $130.0 million term loan agreement (“Initial Term Loan”) and amended the Credit Agreement on October 17,

 

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2025 (“First Loan Amendment”) to increase the Initial Term Loan by $75.0 million (as amended, the “Term Loan”). Proceeds from the Initial Term Loan were used to partially fund the Concrete Acquisition. The Term Loan is secured by a first lien on substantially all personal property assets (“Collateral”), and the Lenders have the right in the future to request liens on any real property with an appraised value in excess of $2.0 million (“Material Real Property”). The Term Loan matures on July 29, 2029, at which time all advances are required to be paid in full. Interest accrues at the Secured Overnight Financing Rate (“SOFR”) plus an applicable margin ranging from 2.75% to 3.50%, resulting in an effective interest rate of approximately 7.3% and 7.7% as of December 31, 2025 and December 31, 2024, respectively.

On March 25, 2026, we entered into the Second Amendment to, among other things, permit the consummation of the Business Combination and giving effect to the closing of the Business Combination, to add Suncrete and SPAC as guarantors under the Amended Credit Agreement. On April 7, 2026, we and, giving effect to the closing of the Business Combination, Suncrete and SPAC, entered into the Third Amendment to, among other things, permit the forward purchase agreement entered into in connection with the Business Combination. On April 28, 2026, we entered into the Fourth Amendment to, among other things, permit the consummation of certain acquisitions, including the joinder to the Amended Credit Agreement of Purchaser Holdco.

Principal payments are due on the last day of each calendar quarter, as set forth below (in thousands):

 

December 31, 2025 through September 30, 2026

   $ 2,563  

September 30, 2026 through September 30, 2027

   $ 3,844  

September 30, 2027 and thereafter

   $ 5,125  

Revolving Loan

The Credit Agreement also provided for a revolving loan (“Revolving Loan”) with a commitment and borrowing base of $15.0 million. The First Loan Amendment increased the commitment for the Revolving Loan by $10.0 million for a total commitment and borrowing base of $25.0 million. The Revolving Loan is secured by the Collateral, and the Lenders have the right in the future to request liens on Material Real Property. Balances outstanding under the Revolving Loan bear interest at the SOFR plus an applicable margin ranging from 2.75% to 3.50%, which was 7.4% and 7.7% as of December 31, 2025 and 2024, respectively. Principal and any accrued interest is due at maturity on July 29, 2029. At December 31, 2025, the Company had $3.0 million of borrowings outstanding under the Revolving Loan. In addition, a letter of credit in the amount of $0.5 million was outstanding, leaving $21.5 million available under the Revolving Loan.

Covenants

The Amended Credit Agreement includes customary affirmative and negative covenants that restrict our ability to, among other things, incur additional indebtedness, create liens, make certain investments, pay dividends and enter into sale-leaseback transactions, subject to customary exceptions. In addition, the agreement contains financial covenants, including a Consolidated Senior Leverage Ratio that must not exceed a specified threshold and a Fixed Charge Coverage Ratio that must exceed a specified minimum threshold. Both financial covenants are tested on a quarterly basis only if availability under the Revolving Loan falls below a defined minimum level. We were in compliance with all applicable financial and non-financial covenants as of December 31, 2025.

Equipment Notes

On December 30, 2025, we entered into an equipment financing facility (“Master Equipment Loan Agreement”) with Eagle Redi-Mix Concrete, LLC, Ram Transportation, LLC and Concrete Partners, LLC as co-borrowers which will provide for equipment to be financed pursuant to terms to be agreed upon and evidenced by promissory notes (“Equipment Notes”) to be entered into in the ordinary course of business on customary market terms. The Equipment Notes will be secured by the financed equipment.

 

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As part of the Master Equipment Loan Agreement, we entered into a five-year $4.8 million equipment security note on December 30, 2025. Proceeds from the Equipment Loan were used to purchase concrete mixer equipment. As of December 31, 2025, the Company had $4.8 million outstanding on the Equipment Loan. The Equipment Loan bears interest at 6.6% per annum and matures on December 31, 2030.

Future Financings

We also anticipate entering into customary interest rate hedging arrangements from time to time as appropriate with one or more of the Lenders under our Amended Credit Agreement to address risks of interest rate fluctuations. Our obligations under such arrangements will be secured by the Collateral.

Predecessor Loans

On April 8, 2022, we entered into loan agreements that established a revolving credit facility with a commitment and borrowing base of $2.0 million and five term loans totaling $31.8 million (“Eagle Predecessor Loans”). The Eagle Predecessor Loans were secured against a first lien on substantially all assets of Eagle and Ram. The Eagle Predecessor Loans had varying maturity dates ranging from one year to ten years, at which time all advances were required to be paid in full. Interest accrued on the Eagle Predecessor Loans at a fixed rate of 3.7% and monthly payments of principal and interest were required until the maturity date of each loan. The Eagle Predecessor Loans were fully repaid upon consummation of the Concrete Acquisition on July 29, 2024.

On April 13, 2018, Schwarz Ready Mix, Schwarz Leasing and Schwarz Sand entered into a secured $4.5 million purchase money promissory note, bearing interest at a fixed rate of 4.75% per annum and providing for monthly instalments of principal payments. The note was repaid in full on March 5, 2025, prior to the consummation of the Thunder Acquisition, and was not assumed by the Company.

On May 30, 2018, Schwarz Ready Mix and Schwarz Sand entered into a secured Revolving Line of Credit evidenced by a promissory note (“Revolver Note”) for $3.0 million, which Revolver Note and Revolving Line of Credit were amended from time to time to provide for a final maturity date of June 30, 2026. Amounts outstanding under the Revolver Note accrued interest at a variable rate of interest per annum equal to the prime rate as published from day to day in the Wall Street Journal, but never less than 4.75% per annum. Amounts outstanding under the Revolver Note were secured by security interests in all assets of Schwarz Ready Mix and Schwarz Sand, including mortgages on certain Texas real property. The Revolver Note provided for repayments of principal through sweep account provisions requiring certain cash collections to be applied to repay the outstanding loan amounts. All outstanding amounts under the Revolver Line of Credit and Revolver Note were fully repaid prior to the consummation of the Thunder Acquisition on October 17, 2025.

On July 24, 2020, Schwarz Ready Mix and Schwarz Sand entered into a secured $2.9 million promissory note, bearing interest at a fixed rate of 3.75% per annum and providing for monthly instalments of principal payments. The note was repaid in full prior to the consummation of the Thunder Acquisition and was not assumed by the Company.

On March 22, 2022, Schwarz Ready Mix, Schwarz Leasing and Schwarz Sand entered into a secured $2.5 million purchase money promissory note, bearing interest at a fixed rate of 3.5% per annum and providing for monthly instalments of principal payments. The note was repaid in full prior to the consummation of the Thunder Acquisition and was not assumed by the Company.

On March 12, 2024, Schwarz Ready Mix, Schwarz Leasing and Schwarz Sand entered into a secured $3.0 million revolving credit promissory note, bearing interest at a fixed rate of 8.0% per annum and providing for monthly instalments of principal payments. The note was repaid in full prior to the consummation of the Thunder Acquisition and was not assumed by the Company.

 

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with GAAP requires us to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from these estimates, and changes in these estimates are recorded when known. The accounting estimates and assumptions we consider to be the most significant to the financial statements are discussed below.

Impairment of Goodwill

Goodwill represents the excess of the purchase price over the fair value of net assets acquired and liabilities assumed in business combinations.

For purposes of the goodwill impairment assessment, assets are grouped into “reporting units.” A reporting unit is either an operating segment or a component of an operating segment, depending on how similar the components of the operating segment are to each other in terms of operational and economic characteristics.

As of December 31, 2025, we had one reporting unit for goodwill impairment testing purposes, which aligns with our single operating segment. We perform a qualitative assessment of relevant events and circumstances to evaluate the likelihood of goodwill impairment. If it is more likely than not that the fair value of the reporting unit is less than its carrying amount, we perform a quantitative analysis to determine the fair value of the reporting unit. If the fair value is less than the carrying amount, an impairment loss is recognized in an amount equal to the excess of the carrying value of goodwill over its implied fair value, limited to the total goodwill allocated to the reporting unit.

We performed a qualitative assessment as of December 31, 2025, 2024 and 2023, to determine whether it was more likely than not that the fair value of the reporting unit was greater than the carrying value of the reporting unit. Based on these qualitative assessments, we determined that the fair value of our reporting unit was more likely than not greater than the carrying value of the reporting units. As a result, no impairment of goodwill was recorded during any of the periods in the accompanying consolidated and combined financial statements.

Redeemable Preferred Units (Mezzanine Equity)

We have Senior Preferred Units and Company Preferred Units that are classified as mezzanine equity because certain redemption features are not solely within the Company’s control. These instruments are initially recorded at fair value and subsequently remeasured to their maximum redemption value at each reporting date, with accretion recorded through equity (and reflected as a reduction to net income attributable to common, as applicable). In 2025, aggregate accretion on the Senior Preferred and Preferred Units totaled $13.1 million. Because these instruments are deemed currently redeemable and are remeasured to their maximum redemption value, changes in capital structure or redemption provisions could significantly affect the amount of accretion recorded in future periods.

Impairment of Long-Lived Assets

We evaluate long-lived assets, including property, plant and equipment and amortizable intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability is assessed based on the undiscounted future cash flows expected to result from the use and eventual disposition of the asset group. If the carrying amount exceeds the estimated undiscounted cash flows, an impairment charge is recognized in the amount by which the carrying amount exceeds its fair value.

 

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As of December 31, 2025, the carrying amount of property, plant and equipment was approximately $152.8 million, customer relationship intangibles totaled $71.4 million, and indefinite-lived trade name assets totaled $24.8 million. We evaluated our long-lived assets as of December 31, 2025 and 2024 for indicators of impairment and concluded that no impairment existed. To the extent impairment indicators were present, the estimated undiscounted cash flows for the applicable asset groups exceeded the carrying amounts by a substantial margin.

No impairment charges were recognized during the Successor Periods (May 22, 2024 through December 31, 2024 and the year ended December 31, 2025) or during the Predecessor periods presented. We will continue to monitor for potential triggering events in future periods, including changes in market conditions, operating performance, or utilization levels.

Business Combination Accounting

We account for business combinations using the acquisition method of accounting in accordance with ASC 805, which requires us to recognize the identifiable tangible and intangible assets acquired and liabilities assumed at their estimated fair values as of the acquisition date, other than leases and contract assets and liabilities acquired in connection with business combinations. The excess of the purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill.

We may adjust the amounts recognized in an acquisition during a measurement period after the acquisition date. Any such adjustments are the result of subsequently obtaining additional information that existed at the acquisition date regarding the assets acquired or the liabilities assumed. Measurement period adjustments are generally recorded as increases or decreases to goodwill, if any, recognized in the transaction. The cumulative impact of measurement period adjustments on depreciation, amortization and other income statement items is recognized in the period the adjustment is determined. The measurement period ends once we have obtained all necessary information that existed as of the acquisition date but does not extend beyond one year from the date of acquisition. Any adjustments to assets acquired or liabilities assumed beyond the measurement period, unless as a result of an error, are recorded through earnings.

Determining the fair values of assets acquired and liabilities assumed requires judgment and often involves the use of significant estimates and assumptions. We engage third-party appraisal firms when appropriate to assist in the fair value determination of assets acquired and liabilities assumed. Acquisition-related expenses and transaction costs associated with business combinations are expensed as incurred.

As part of the Thunder Acquisition completed in 2025, total purchase consideration was approximately $115.1 million, consisting of $95.1 million in cash and $20.0 million in equity. The allocation of purchase consideration was primarily to property, plant and equipment, customer relationship intangibles, trade name, and working capital, with no goodwill recognized. The fair value determination involved the use of Level 3 inputs such as forecasted cash flows and discount rates.

As part of the Concrete Acquisition completed in 2024, total purchase consideration was approximately $253.0 million, consisting of $189.2 million in cash and $63.8 million in equity. The allocation of purchase consideration was primarily to property, plant and equipment, customer relationship intangibles, trade name, and working capital, with approximately $79.5 million of goodwill recognized. The fair value determination involved the use of Level 3 inputs such as forecasted cash flows and discount rates.

In addition to the Concrete Acquisition, we completed the SMG assets acquisition in January 2024 for total purchase consideration of approximately $13.9 million, which was accounted for as a business combination. The allocation of purchase consideration was primarily to property, plant and equipment and other working capital,

 

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with approximately $0.3 million of goodwill recognized. The fair value determination also involved the use of Level 3 inputs such as forecasted cash flows and discount rates.

The estimation of fair values of acquired assets and assumed liabilities is judgmental and requires various assumptions. Additionally, the amounts assigned to depreciable and amortizable assets compared to amounts assigned to goodwill, which is not amortized, can significantly affect our results of operations.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. Fair value is based upon assumptions that market participants would use when pricing an asset or liability. We use the following fair value hierarchy, which prioritizes valuation technique inputs used to measure fair value into three broad levels:

· Level 1: Quoted prices in active markets for identical assets and liabilities that the Company has the ability to access at the measurement date.

· Level 2: Inputs (other than quoted prices included within Level 1) that are either directly or indirectly observable for the asset or liability, including (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in inactive markets, (iii) inputs other than quoted prices that are observable for the asset or liability, and (iv) inputs that are derived from observable market data by correlation or other means.

· Level 3: Unobservable inputs for the asset or liability including situations where there is little, if any, market activity for the asset or liability.

The fair value hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable inputs (Level 3).

EFFECTS OF INFLATION AND PRICING

Given the cyclical nature of our industry, demand for and costs of service providers, as well as inflationary pressure in the broader economy, may adversely affect the prices we pay for various goods and services. The global economy is currently experiencing significant inflationary pressures resulting from rising commodities costs, tightening labor markets and supply chain shortages, as well as certain ongoing geopolitical conflicts. We continue to monitor the situation and assess its impact on our business. We expect to continue to build on our technical expertise and operational efficiencies and synergies to mitigate inflationary and cost pressures as they may arise.

NEW ACCOUNTING PRONOUNCEMENTS

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands income tax disclosure requirements, including enhanced rate reconciliation and income taxes paid disclosures. The standard is effective for fiscal years beginning after December 15, 2024, and is to be applied prospectively. As a limited liability company, we currently operate as a pass-through entity and do not expect a material impact upon adoption.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires additional disaggregated disclosure of prescribed expense categories. The standard is effective for fiscal years beginning after December 15, 2026, and is to be applied prospectively. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

 

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BUSINESS

Unless the context otherwise requires, all references in this section to “Suncrete,” the “Company,” “we,” “us,” or “our” refer to the business of Suncrete, Inc. and its consolidated subsidiaries. The financial results discussed in this section are those of CPH prior to the consummation of the Business Combination, which became the business of Suncrete upon the closing of the Business Combination. For additional information, see “Index to Financial Statements.” The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors. These risks may adversely affect our financial condition, results of operations or liquidity. These risks are not the only risks we face, and many are outside of our control. This prospectus is qualified in its entirety by all these risk factors. For additional information regarding these risk factors, see the section titled “Risk Factors.”

Our Company

Suncrete is a ready-mix concrete logistics and distribution platform operating across Oklahoma, Arkansas, Texas and Louisiana with plans to continue expanding throughout the high-growth U.S. Sunbelt region through acquisitions and organic growth. We leverage operational scale, technological integration and quality control to serve a diverse base of infrastructure, commercial and residential customers. In each of our core metropolitan markets, we target to maintain leading market share positions, supported by a business model centered on dense local market coverage, optimized logistics and disciplined pricing. We believe these attributes drive attractive unit economics, high cash conversion and resilient performance across macroeconomic cycles. Our leadership team, comprised of industry veterans with extensive experience building, acquiring and improving ready-mix concrete businesses, positions us to continue expanding profitably in an industry with compelling structural growth tailwinds.

Ready-mix concrete is a crucial building material that is used in the vast majority of infrastructure, commercial and residential construction projects. We serve substantially all end markets of the construction industry in our select geographic markets. Our customer base is comprised of contractors for commercial and industrial, residential, street and highway and other public works construction. Because ready-mix concrete is highly perishable, expiring approximately 90 minutes from its creation, our trade areas are limited to the approximate 20-mile radius surrounding each of our ready-mix concrete plants. This creates an attractive market dynamic where the relevant competition is typically limited to local market players. Additionally, the Sunbelt market in which we operate and look to expand is highly fragmented, consisting of thousands of plants and hundreds of unique owners, which creates attractive competitive dynamics and opportunities for acquisitive growth in addition to organic growth.

We currently operate across Oklahoma, Arkansas, Texas and Louisiana, and we are seeking to continue expanding throughout the Sunbelt region of the United States. The Sunbelt is a high-growth region of the U.S., with attractive economic characteristics driven by significant population migration, robust infrastructure spend and commercial relocations. According to the Bureau of Economic Analysis, the Sunbelt delivers approximately 40% higher GDP growth than non-Sunbelt states. According to Federal Reserve Economic Data, the Sunbelt population growth rate is approximately 270% higher than the population growth in other regions of the United States. In addition to GDP and population growth, the Sunbelt has experienced historical tailwinds from infrastructure spend, with $140.8 billion in total federal funding allocations from the Federal-Aid Highway Apportioned Programs and Bridge Replacement and Repairs within the IIJA. The Sunbelt is also experiencing growth from significant corporate headquarter relocations, with seven of the top eight metro destinations for headquarter relocations from 2022 to 2024 being in Sunbelt states.

 

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Core Business. Our best-in-class logistics and ability to optimize deliveries are key contributors to our route density and profitability. Our operational expertise is reinforced by our experienced staff of professional engineers and seasoned operators, whose technical insight and field execution enable us to design, operate, and continuously refine highly efficient delivery systems. This know-how is the foundation of our operating strategy and is supplemented by best-in-class technology, rigorous analytics, and the application of both proven and cutting-edge engineering techniques that enable us to deliver the right product on time and on spec. Paired with strong geographic and industry tailwinds, we believe we are well positioned for continued strong organic growth in the attractive Sunbelt region.

As of December 31, 2025, we operated 50 standard ready-mix concrete plants at 39 locations with 336 mixer trucks and 77 haul trucks. During the year ended December 31, 2025, our plants and facilities produced ready-mix concrete resulting in revenue of approximately $194.9 million. Our ready-mix concrete product revenue by type of construction activity for the year ended December 31, 2025 was approximately 47.2% commercial, 36.7%infrastructure and 15.8% residential.

Acquisitions. Acquisitive growth is a key component of our core business strategy and complements the expansive organic growth trends that are the foundation of our business. Focused on the growing Sunbelt region, we intend to leverage our relationships in the industry to continue our path of completing accretive acquisitions in the ready-mix concrete industry. Capitalizing on the scale, operational efficiency and management best practices of our core business, we intend to apply our proprietary strategy to integrate acquisitions into our corporate functions and lift the margins of the businesses we acquire. We believe acquisitions provide opportunities to establish leadership in mature markets with fewer players where we can increase local density and deliver higher value to customers and employees within these markets.

We (and/or our predecessors) have acquired nine companies since 2016. We are in active discussions with additional potential acquisition candidates, and beyond these active conversations, we have a robust pipeline of identified potential targets throughout the Sunbelt.

On October 17, 2025, we completed the Thunder Acquisition. The aggregate purchase price included $97.0 million in cash consideration ($74.3 million paid at closing and $22.7 million deferred until June 30, 2026) and 20,000,000 Company Preferred Units issued to the sellers as rollover equity.

On April 28, 2026, we completed the Hope Acquisition. After giving effect to the transactions contemplated by the Hope Purchase Agreement, the aggregate consideration consisted of (i) 220,007 shares of Class A Common Stock issued to one of the Sellers, (ii) the Holdco Rollover Securities and (iii) a net closing cash payment of $39,377,232.21, subject to certain adjustments as set forth in the Hope Purchase Agreement, with respect to the purchased units sold by the other Sellers. In addition, the Company paid $27.4 million to satisfy the debt obligations of Hope Concrete.

On April 29, 2026, we acquired a ready-mix concrete company in Southern Louisiana for aggregate consideration consisting of (i) $31.0 million in cash at closing, (ii) 259,291 shares of Class A Common Stock issued to the sellers at closing and (iii) an earnout payment of up to $10.0 million, to be paid by the Company, if at all, in cash or Class A Common Stock, at the Company’s option and subject to certain limitations, based upon the acquired company’s achievement of specified performance criteria over a five-year post-closing performance period.

On May 6, 2026, we acquired 100% of the ownership interests of the Nelson Acquired Companies for an aggregate consideration of (i) 1,296,456 shares of Class A Common Stock issued to the Nelson Sellers and (ii) $42.3 million net cash payment at closing. In addition, the Nelson 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 Nelson Acquired Companies, measured as of the end of any full calendar quarter ending during the five-year period following the closing of the Nelson Acquisition, with Hope having the option to satisfy up to 50% of any such earnout payment by issuing the Nelson Earnout Stock Consideration at a future

 

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average closing stock price, subject to applicable Nasdaq listing rules and other limitations on the issuance of Nelson Earnout Stock Consideration set forth in the Nelson Purchase Agreement.

After giving effect to the acquisitions described above, as of the date of this prospectus, we operated 76 standard ready-mix concrete plants at 63 locations with 595 mixer trucks and 145 haul trucks. These acquisitions are consistent with our strategy to pursue bolt-on acquisitions in the Sunbelt to grow our business as it expanded our geographic reach, increased our asset base for the production of high-quality concrete, and added to our team of seasoned operators. Additionally, we believe this geographic expansion creates new opportunities for incremental bolt-on acquisitions in the surrounding markets.

Our Business

Our ready-mix concrete business engages principally in the precise formulation, efficient production and on-time delivery of ready-mix concrete to our customers’ job sites. Ready-mix concrete is a highly versatile construction material that results from combining coarse and fine aggregates such as crushed stone, sand, and cement with water and various chemical admixtures. We also provide services intended to reduce our customers’ overall construction costs by lowering the installed, or “in-place,” cost of concrete. These services include the formulation of mixtures for specific design uses, on-site and lab-based product quality control and customized delivery programs to meet our customers’ needs. We generally do not provide paving or other finishing services, which construction contractors or subcontractors typically perform. As a result, we are fundamentally a concrete logistics and distribution platform. We are not a construction services company, nor do we operate in the highly capital intensive cement business. This focus drives profitability and cash flow conversion because our business model is not capital intensive.

Our standard ready-mix concrete products consist of proportioned mixes that we produce and deliver in an unhardened plastic state for placement and shaping into designed forms at the job site. Selecting the optimum mix for a job involves determining not only the ingredients that will produce the desired permeability, strength, appearance, and other properties of the concrete after it has hardened and cured, but also the ingredients necessary to achieve a workable consistency tailored for the weather and other conditions at the job site. We are able to efficiently and accurately produce and deliver over a thousand customized mix designs, a strength which we believe is a further differentiator to our competitors.

We maintain leading local market positions by focusing on infrastructure and commercial projects which generally result in higher margins than residential projects, while still maintaining enough residential presence to diversify end market exposure and strengthen our response to shifting market demands. We believe our focus on select geographic markets with favorable industry dynamics, disciplined pricing, accretive acquisitions and prudent balance sheet leverage distinguishes us from our competition and results in superior growth and margin performance.

In addition, following the closing of the Business Combination, the SunTx Group owns a significant economic interest in the Company. The SunTx Group beneficially owned 23,858,609 shares of our Class B Common Stock and 82.6% of the voting power of our outstanding common stock as of May 5, 2026. The Executive Chairman of our board of directors, Ned N. Fleming, III, plays a key role in our strategy, and we believe that we will continue to benefit from his ongoing involvement in the Company. Furthermore, we believe that our dual-class capital structure will contribute to the stability and continuity of our board of directors and senior management, allowing them to focus on creating long-term stockholder value.

Our Competitive Strengths

Leading Market Positions in Strategic, Growing Geographic Footprint. Our leading market position is founded on extensive experience and deep relationships built on trust, reliability and sufficient scale to fulfill large, sophisticated projects. Our 50 ready-mix plants are strategically located across Oklahoma and Arkansas and are near interstate highways with dense road systems to support operational needs for all projects. We

 

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believe the Sunbelt will continue to experience above-average population and economic growth and that these factors will lead to additional demand from infrastructure, commercial and residential customers. Moreover, the temperate climate throughout the Sunbelt allows us to work for the majority of the year, thereby enabling us to mitigate the fixed cost of weather-idled facilities and maintain a year-round workforce.

According to ConstructConnect “Insight” and Oxford Economics, in 2025, the value of construction starts in the Sunbelt is expected to grow at a CAGR of approximately 4.7% through year-end 2028, in comparison to approximately 3.5% CAGR for non-Sunbelt states. The Sunbelt is expected to account for approximately 50.0% of approximately $992 billion of U.S. construction starts in 2025, growing to approximately 50.9% of approximately $1.1 trillion in 2028. Within our current geographic footprint of Oklahoma, Arkansas, Texas, and Louisiana, construction starts are expected to grow from approximately $186 billion to approximately $210 billion, representing a CAGR of approximately 4.1% over the same period. Additionally, according to the U.S. Census Bureau, the total value of U.S. put-in-place construction (“PIP”) in 2024 was over $2.2 trillion, the largest value since the U.S. Census Bureau began tracking PIP in 1993, and over 46% greater than the corresponding value in 2020.

Anchored in Sunbelt Supported by Strong Infrastructure Tailwinds. We benefit from strong tailwinds across infrastructure, commercial and residential construction, further enhanced by regional construction dynamics within the Sunbelt and our current geographic footprint. These geographies benefit from year-round construction, population and economic growth, critical housing shortage and significant investment in infrastructure. According to the U.S. Census Bureau, the South census region population grew approximately 13.9% from 2010 to 2023 versus total U.S. population growth of approximately 8.8% in the same period. Supported by population growth and regional migration, the South census region is believed to have a cumulative undersupply of approximately 2.5 million homes (as of year-end 2023), driven by sustained periods of below average housing starts that have accumulated, which we believe will drive significant residential construction demand in the near-term.

Within infrastructure and commercial construction, a key catalyst for momentum is the IIJA, signed into law in 2021. The IIJA authorized approximately $1.2 trillion in federal spending for transportation and infrastructure projects across the United States. Of the approximately $1.2 trillion total, approximately $51 billion has been earmarked through 2026 for infrastructure development in Oklahoma, Arkansas, Texas, and Louisiana, our core operating regions. This funding enables state and local investments in roads, bridges and public works that drive demand for ready-mix concrete, both directly and indirectly. Additionally, the Sunbelt is expected to benefit from significant onshoring momentum, driving manufacturing construction and supporting infrastructure, with over $400 billion dollars being invested by companies such as TSMC, Micron, Samsung and Ford to relocate manufacturing operations to the United States.

According to the American Society of Civil Engineers in 2025, the roads in Oklahoma and Arkansas received infrastructure report cards with a grade of “D+” while the roads in Texas and Louisiana received infrastructure report cards with a grade of “C-.” We expect the poor condition of the roads in the markets that we serve to provide consistent opportunities for growth. Funding for projects in these markets comes from a variety of sources. In addition to the IIJA and other legislative proposals, each of our operating states maintain transportation infrastructure funds supported primarily by fuel taxes. In addition, the 2024 Conditions and Performance Report submitted to Congress on February 22, 2024, outlines the U.S. Department of Transportation’s plan to reduce the $830 billion backlog of U.S. highway repairs by 50 percent by 2040. We are well-positioned to take advantage of increased infrastructure spending due to our broad footprint of ready-mix production facilities and mixer truck fleet with significant capacity across the Sunbelt.

Scalable Platform with Strong Operations, Infrastructure, and Management. We believe our ready-mix plants, mixer truck fleet and engineering and lab capabilities provide us with scale advantages over our competitors, which are primarily small- and medium-sized family owned businesses. Our company-wide fleet is deployed across a wide geographic footprint throughout Oklahoma, Arkansas, Texas and Louisiana to perform

 

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projects of varying size and scope, which enables us to maintain high asset utilization and low fixed unit costs. These advantages of scale reinforce our market leadership and support our growth strategy.

We employ a common set of operational processes and utilize leading technology systems to track all of our operations. These practices and systems are important competitive advantages in several areas of our business. Our competitive analysis, performance tracking, sales, quoting and dispatch functions, developed for our business and improved internally, offer a critical advantage not only in the procurement of work, but also in operations, dispatch and market analysis by providing a reliable predictor of our costs and margins. In contrast, we believe many of our competitors have not invested equivalent resources to develop systems with the same level of detail. We gain efficiency through implementing similar processes in training and operational standards across all our project teams. Our management tools allow us to optimize personnel and fleet density across our asset portfolio, improving asset utilization and enhancing margins.

We complement sophisticated business practices across our platform with fully integrated management information systems to drive operational efficiencies. Furthermore, leveraging information technology and financial systems has led to improvement in delivery efficiency and cost controls. Moreover, we have improved margins on acquired businesses as we standardized business practices across functional areas, including, but not limited to, cost estimation, route planning, asset utilization, dispatch, finance, information technology, risk management, purchasing and fleet management.

Our executive officers are seasoned leaders with complementary skill sets and a track record of financial success spanning more than 30 years and multiple business cycles. As the senior executive of the regional division of an international construction company, our Chief Executive Officer previously built a ready-mix business that operated 30 ready-mix plants and 250 mixer trucks in multiple states before its sale in 2006. Our senior management team has successfully completed numerous acquisitions in the ready-mix sector over the course of their careers. Our senior management team has extensive experience with successful ready-mix infrastructure companies operating in the Sunbelt and has led our Company (and/or our predecessor) together for over a decade. Furthermore, our managers have successfully run ready-mix operations with consistent growth and profitability through two economic downturns. However, our ability to scale depends on a variety of factors, many of which are beyond our control. See the section titled “Risk Factors” for more information.

Successful Track Record of Accretive Acquisitions with Significant Consolidation Pipeline. We (and/or our predecessors) have acquired nine companies since 2016, totaling 67 ready-mix concrete plants, and believe that sourcing, executing and integrating acquisitions is one of our core competencies. The following table summarizes our acquisitions to date.

 

Acquired Company    Date   

Description

Cherokee Ready    July 2016    Bolt-on operation in eastern OK with 2 plants and 12 mixer trucks.
Cooper    August 2019    Bolt-on operation in AR with 1 plant.
Shelton Ready Mix    April 2022    Large bolt-on operation near Tulsa, OK with 2 plants and 43 mixer trucks.
SMG Assets    January 2024    Large bolt-on operation in northeastern OK with 15 plants and 53 mixer trucks.
Lottman Ready Mix    May 2025    Bolt-on operation in northwest AR with 1 plant and 7 mixer trucks.
Schwarz Ready Mix    October 2025    Large bolt-on operation in OK with 20 plants and 115 mixer trucks.
Hope Concrete    April 2026    Platform in northern TX with 10 plants and 88 mixer trucks

 

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Acquired Company    Date   

Description

Target in Southern Louisiana    April 2026    Bolt-on operation in southern LA with 7 plants and 47 mixer trucks
Nelson Bros.    May 2026    Large bolt-on operation in northern TX with 9 plants and 124 mixer trucks

Our tailored acquisition strategy varies depending on the size, location and operations of selected acquisition target opportunities. For local opportunities, we focus on expanding within our existing markets through bolt-on acquisitions. For regional opportunities, we focus on expanding concentrically around our existing geographic footprint. For national opportunities, we focus on selected larger-scale targets in new geographies that have stable construction activity with promising growth dynamics, appealing market structures and defensible positions of scale. This strategy has resulted in a successful acquisition track record and a significant pipeline of opportunities for local, regional and national targets. Through our acquisition and integration processes, we have demonstrated our ability to consistently increase market share, enhance margins and generate attractive returns. While we believe we have a strong acquisition strategy, our failure to successfully identify, complete, manage and integrate acquisitions could reduce our earnings and slow our growth. See the section titled “Risk Factors” for more information.

Critical Commercial Partner with Differentiated Value Proposition. We serve a diversified base of customers across sectors and regions. Our management and sales personnel develop and maintain successful long-term relationships with key customers. Our customer-focused approach includes:

 

  •  

dedicated and professional training programs for marketing and sales techniques prioritizing our value proposition to customers of on time and on-spec delivery sales and dispatch team with strong customer relationship management, longstanding relationships and local market knowledge;

 

  •  

highly technical, customized engineering expertise to develop innovative concrete mix designs and provide lab testing to ensure quality; and

 

  •  

a salesforce that actively monitors construction projects in our local markets and develops relationships with general contractors, governmental organizations and other service providers.

We estimate that the average historical length of our top 15 customer relationships is approximately 10 years. We further estimate that approximately 80% of our top 35 customers have relationships that extend five or more years, with approximately 31% surpassing 10 or more years of loyalty. Our customer engagement model results in contractors returning year after year to us as a trusted supplier. Despite our robust and loyal customer base, during the year ended December 31, 2025, no single customer accounted for more than 5% of our revenue, and our 10 largest customers accounted for approximately 27.3% of our revenue. Our broad, yet targeted customer base enables us to develop an efficient and stable business model.

We believe that by providing high-quality, reliable services and customized products and solutions, we are able to maintain important long-term relationships.

To maintain strong relationships as a top supplier to commercial and infrastructure projects which generally result in higher margins than residential projects, we provide alternative solutions for designers and contractors by offering value-added concrete products, such as color-conditioned, fiber-reinforced, steel-reinforced and high-performance concrete. We believe this innovation enhances our ability to compete for and win supply contracts for some of the largest and most prestigious commercial and infrastructure projects.

These types of projects have higher margins due to rigorous specifications, increased complexity, high customization requirements and significant volume capacity needs. We believe our focus on infrastructure and commercial projects has resulted in a favorable earnings profile and premium price position that are among the highest in the industry today.

 

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Our Growth Strategies

Continually Focus on Organic Expansion of Our Geographic Footprint and Strategic Acquisitive Growth. Having successfully executed on our proven strategy of organic and acquisitive growth, we believe we are well positioned for continued growth. We believe the economic climate of the Sunbelt is more favorable than other parts of the country with commensurate population growth trends, which typically lead to significant federal, state and local infrastructure spending. We have the financial and organizational resources to add additional workforce and equipment and have a depth of experience in greenfielding new plant sites to expand into adjacent markets. In addition, we maintain strategic partnerships with contractors, affording additional scalability in labor and equipment. Our financial profile and track record also facilitate significant growth in throughput ability — a challenge that may prove difficult for smaller, privately held competitors. We continually evaluate opportunities to expand organically in the Sunbelt.

Our ability to evaluate opportunities and deliver consistent financial performance is supported by a stable balance sheet. Our management team and board of directors have significant industry experience. We focus on pricing discipline, cost control and operational improvement across both existing and acquired businesses in our core regions. These efforts have resulted in revenue growth, margin expansion and increased liquidity over the past five fiscal years. Our liquidity is supported by cash on hand, cash flow from operations and availability under our revolving facility. We believe our conservative capital structure and liquidity position enable us to pursue strategic opportunities and manage through periods of economic volatility.

Over the last 17 years, our consistent organic growth has been augmented by the successful acquisition and integration of nine companies since 2016 and their 67 complementary ready-mix plants, establishing us as a leading industry consolidator. Our management team has acquired businesses in a variety of economic cycles, with the number of opportunities generally increasing in cyclical downturns. Our management team’s experience, industry expertise, integrity and strong relationships with industry players allow us to be considered a “buyer-of-choice” with targeted, high-quality prospective targets, most of which are family owned and operated. We believe these advantages, together with the ability to use our equity as a component of consideration for future acquisitions, will further enhance our acquisition prospects. We maintain an acquisition pipeline with a growing number of opportunities to expand our geographic footprint.

Maintain Strong Exposure to Public-Sector Customers, Providing Resiliency Across Macroeconomic Cycles. We provide ready-mix concrete to publicly funded infrastructure projects, such as highways, streets, bridges and airport runways. These public projects tend to remain steady over time, largely unaffected by economic cycles, and instead depend on government funding, which we believe bolsters our resilience during recessionary periods. In addition to their pre-existing funding mechanisms, our states of operation have recently implemented new, enhanced or incremental funding sources for public projects.

While we believe that these public projects tend to remain steady over time, even if federal, state and local funding remains at historical levels, there is no guarantee that we will win bids for projects for which such funding is allocated. Any reduction in federal, state or local government infrastructure funding in the areas in which we operate could have a material adverse effect on our results of operations. See the section titled “Risk Factors” for additional information.

Maintain Quality and Customer Service. We prioritize product quality through rigorous control plans, advanced mix designs and real-time monitoring systems that deliver consistency and performance. We invest in skilled personnel and ongoing training to uphold the highest operational standards. To best serve our customers, we leverage digital dispatch tools and telematics to optimize delivery, maintain transparent communication across our teams and tailor services to meet the unique needs of each project. By offering value-added support such as on-site technical expertise, we strengthen client relationships and position ourselves as a trusted partner in construction.

 

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We have an experienced and skilled workforce. As of December 31, 2025, we had 597 employees, which we believe is our most valuable asset. Attracting, training and retaining key personnel have been and will remain critical to our success. We will continue to focus on providing our personnel with training, personal and professional growth opportunities, performance-based incentives, stock ownership opportunities and other competitive benefits in order to strengthen and support our workforce.

We foster a high-performance culture built on accountability, continuous improvement and mutual respect. We actively recruit individuals who share our commitment to excellence and safety, offering robust onboarding and training programs to set them up for success. Safety is a core value embedded in everything we do from routine safety meetings to jobsite visits. We empower every employee to take personal responsibility to highlight potential hazards. Our team is supported by dedicated safety professionals and guided by leaders who model safe practices and engage directly with drivers and plant operators. This culture of care and performance helps further our goal of attracting top talent, retaining experienced professionals and delivering exceptional results on every project. Additionally, we believe our prioritization of people and culture provides us a competitive advantage with acquisition targets, positioning us as the acquiror of choice in our geographies.

Our Industry

Ready-mix concrete, a mixture principally comprised of cement, aggregates, sand and water, is measured in cubic yards and specifically batched or produced for customers’ projects and then transported and poured on site. It also can be poured at a manufacturing facility to produce prefabricated building solutions, such as wall panels, concrete roofing systems, parking garages and stadium components. According to the National Ready Mixed Concrete Association (the “NRMCA”), concrete is the most widely used material in the construction sector today.

Due to the relative speed at which ready-mix concrete sets, supply is generally localized and delivered within close proximity to the production site, with an over 7,000 estimated ready-mix concrete batching plants in the United States, according to the NRMCA. There has been a steady increase (4% compound annual growth rate) in shipments since the industry cycle low of 257 million cubic yards in 2010, with an estimated 377 million cubic yards of ready-mix concrete in 2024, which is still approximately 18% below the industry peak of 458 million cubic yards in 2005.

The large and growing ready-mix concrete industry generated approximately $90.0 billion of revenues in 2023. Infrastructure, commercial and residential customers, funded by federal, state and local Department of Transportation budgets in addition to commercial growth and residential construction, drive industry performance. We estimate that the public sector generated approximately 35 - 45% of total industry revenues in 2025. The IIJA authorized $1.2 trillion in total infrastructure spending, including $550 billion in new funding over the next five years. Of the $1.2 trillion authorized, $304 billion was allocated to the Highway Trust Fund for roads and bridges, with approximately $100 billion specifically earmarked for roadway improvements. Programs most associated with highway paving, which heavily involve concrete, saw a 20% increase in funding for 2022, with an anticipated additional 2% annual growth over the IIJA’s duration. We believe this plan could also drive an increase in spending on the significant backlog of national and local transportation infrastructure needs. The non-discretionary nature of highway and road construction services and materials supports highly stable and consistent industry growth.

In addition, our areas of operation have strong state-specific industry tailwinds, which provide a strong backlog of construction spend in the Sunbelt. The IIJA funds alone have provided and continue to provide significant infrastructure spending in our operating states. Oklahoma is expected to receive $4.7 billion from 2022 to 2026 for federal-aid highway programs and $908 million for bridge replacement and repair. Public transit funding totaled $352 million with $66 million allocated for electric vehicle charging infrastructure and at least $100 million for broadband expansion across that same period. Oklahoma also benefits from increased investment in onshoring and nearshoring manufacturing, driven by supply chain realignment and federal incentives.

 

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The Build America Buy America Act is encouraging domestic sourcing, which supports local construction and materials industries. Arkansas is expected to receive $4.7 billion in IIJA funds from 2022 to 2026 for highway and bridge funding, with additional allocations for broadband, water infrastructure and electric vehicle charging. Arkansas has over 700 bridges and approximately 7,000 miles of highway in poor condition, signaling strong demand for concrete-intensive upgrades. Additional tailwinds include a resurgence in U.S.-based manufacturing, especially in rural areas where land and labor costs are lower. Arkansas is also seeing increased interest in data center development, driven by AI-related infrastructure needs and the aging electrical grid.

Texas is set to receive over $35 billion in total IIJA funding from 2022 to 2026, including $27.9 billion for highways, $5.3 billion for bridges, $3.4 billion for public transit and $408 million for electric vehicle charging. With over 800 bridges and 19,000 miles of highway in poor condition, Texas presents a major opportunity for concrete producers. Private sector momentum is especially strong in Texas, where industrial M&A activity is surging, fueled by record levels of investment capital and infrastructure expansion. The state is a hub for onshoring, AI-driven data center growth and energy infrastructure upgrades, with demand for electricity expected to grow by 16% over the next five years - more than triple the 2023 estimate.

Louisiana is set to receive over $7 billion in total IIJA funds from 2022 to 2026 for highway and bridge funding, with additional allocations for public transit, broadband, water infrastructure and electric vehicle charging. Louisiana has over 12,000 bridges and approximately 4,500 lane miles of highway in poor condition, signaling strong demand for concrete-intensive upgrades. Additionally, Louisiana is home to five of the top 15 ports in the United States, which serves as another driver of infrastructure investment

While we believe that these public projects tend to remain steady over time, even if federal, state and local funding remains at historical levels, there is no guarantee that we will win bids for projects for which such funding is allocated. See the section titled “Risk Factors” for additional information.

Our Customers

The U.S. construction materials industry serves a diverse customer base that includes federal, state and municipal governmental agencies, commercial and residential developers and private parties. The mix of customers varies by region and economic conditions.

Our customers can be segmented into public and private-sector customers, with residential customers contributing less than 36.7% of our 2025 revenues. The public side includes federal, state and municipal governmental agencies with contracting services projects related to highways, streets and other public infrastructure. Mandates from governmental agencies largely depend on federal, state and municipal budgets allocated to expansion and improvement of national infrastructure. The private side includes a broad spectrum of customers across industrial, commercial and residential developers and other private parties. Note that the mix of sales by customer class varies year to year depending on project variability.

Our top 10 customers accounted for approximately 27.3% of our revenue for the year ended December 31, 2025, of which three were infrastructure-related contractors. The Company is not dependent on any single customer or group of customers for sales of its products and services, where the loss of which would have a material adverse effect on its business. No individual customer accounted for more than 5% of our revenue for the year December 31, 2025.

Our Competitors

Competition is constrained in our industry because participants are limited by the distance that materials can be efficiently transported. The ready-mix concrete industry is a highly fragmented market, with over 7,000 plants, most of which are run by local or regional operators. Participants in these markets range from small, privately held companies focused on a single plant to large publicly traded corporations that provide a broad suite

 

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of materials and services. Companies compete on a variety of factors, including price, service, quality, delivery time and proximity to the job site. However, limitations on the distance that materials can be transported efficiently results in primarily local or regional operations. Accordingly, the number and size of competitors varies by geography and product lines.

In this highly competitive industry, our leadership position in a geographic market depends largely on the location and operating costs of our plants and prevailing prices in that market. Price is the primary competitive factor among suppliers for small or less complex jobs, such as residential construction. However, the ability to meet demanding specifications for strength or sustainability, timeliness of delivery and consistency of quality and service, in addition to price, are the principal competitive factors among suppliers for large or complex jobs. Our competitors range from small, owner-operated private companies to the operating subsidiaries of large, vertically integrated manufacturers of cement and aggregates. We continue to focus on developing new competitive advantages that will differentiate us from our competitors, such as our weather-specific mix designs, engineered-specification concrete tailored to individual customer needs and addition of alternative cementitious materials to our mixes.

Our Employees

We have an experienced and skilled workforce. Attracting, training and retaining key personnel have been and will remain critical to our success. Through the use of our management information systems, on-the-job training and educational seminars, employees are trained to understand the importance of customer service. We place additional focus on training relative to dispatching, mix design and monitoring, safety, truck maintenance and concrete performance. A core tenet of our organizational philosophy is to promote from within and offer advancement opportunities at all levels of employment to incentivize professional excellence, which helps us retain talented employees. Moreover, we proactively recruit additional talent in both conventional and creative manners to fill open positions when promoting internally is not an option.

At December 31, 2025, we employed approximately 69 salaried employees and 528 hourly employees. The total number of hourly personnel is subject to end market demand and is seasonal. During the year ended December 31, 2025, the number of our hourly employees ranged from approximately 311 to 528 and averaged approximately 374. We believe that we have strong relationships with our employees.

Raw Materials

We purchase raw materials, including, but not limited to, cement, fine and coarse aggregates, fuel and admixtures from numerous sources. With few exceptions, we do not enter into long-term agreements to purchase raw materials. We work with our suppliers to manage both availability and pricing of our inputs, which we believe gives us a competitive margin advantage relative to our peers. The price and availability of raw materials may vary from year to year due to market conditions and production capacities. We do not expect a lack of availability of any raw materials over the next 12 months.

Seasonality

The activity of our business fluctuates due to seasonality because our business is primarily conducted outdoors. Therefore, seasonal changes and other weather-related conditions, in particular extended rainy and cold weather in the spring and fall and major weather events, such as hurricanes, tornadoes, tropical storms and heavy snows, can adversely affect our business and operations through a decline in both the use of our products and the demand for our services. In addition, construction materials production and shipment levels follow activity in the construction industry, which typically occurs in the spring, summer and fall. Warmer and drier weather during our third and fourth fiscal quarters typically results in higher activity and revenues during those quarters. Our first and second fiscal quarters typically have lower levels of activity due to weather conditions. Our second

 

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fiscal quarter varies greatly with spring rains and wide temperature variations. A cool, wet spring reduces our customer demand for concrete pours, which can delay sales in the second fiscal quarter, while a warm dry spring may enable earlier project startup.

Training and Safety

We place a high emphasis on the safety of the public, our customers and our employees. To that end, we conduct extensive safety training programs, which have allowed us to maintain a high safety level across our workforce. All newly-hired employees undergo an initial safety orientation, and for certain types of projects and processes, we conduct specific hazard training programs. Our drivers and plant operators conduct on-site safety meetings, and safety is a core component of our corporate culture. In addition, certain operational employees are required to complete a safety course approved by the Occupational Safety and Health Administration or the Mine Safety and Health Administration. Moreover, we promote a culture of safety by encouraging employees to immediately correct and report all unsafe conditions.

Information Systems

We utilize standardized information technology systems across all areas of sales, dispatch, fleet management, batching and accounting for the purpose of enhanced procurement of work, project execution and financial controls. We provide information technology oversight and support from our corporate headquarters in Tulsa, Oklahoma. The operational information systems we employ throughout our company are industry-specific applications that in some cases have been internally or vendor modified and improved to fit our operations. Our enterprise resource planning software is integrated with our operational information systems wherever possible to deliver relevant, real-time operational data to designated personnel. The company-wide standardization of our information systems allows for the efficient integration of newly acquired companies. Accounting and operations personnel of acquired companies are trained not only by our information technology support staff, but by long-tenured employees in our organization with extensive experience using our systems. We believe our information systems provide our people with the tools to execute their individual job function and achieve our strategic initiatives.

Properties

Our headquarters are located in a 25,899 square foot office space in Tulsa, Oklahoma. As of December 31, 2025, we operated 50 ready-mix plants with four office locations. We believe all of our properties are suitable for their intended use and that our facilities are adequate to conduct our operations. However, we routinely evaluate the purchase or lease of additional properties or the consolidation of our properties, as our business needs change. The table below summarizes the locations and the nature of our ownership or leasehold interest in each of our ready-mix plants as of December 31, 2025.

 

     Plants      Total  

Location

   Owned      Leased  

Oklahoma

     32        11        43  

Arkansas

     4        3        7  
  

 

 

    

 

 

    

 

 

 

Total

        36           14           50  
  

 

 

    

 

 

    

 

 

 

Government and Environmental Regulations

Our operations are subject to stringent and complex federal, state and local laws and regulations governing the environmental, health and safety aspects of our operations or otherwise relating to environmental protection. These laws and regulations impose numerous obligations and limitations on our operations, including:

 

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zoning and other requirements to obtain a permit or other approval before conducting regulated activities;

 

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restrictions on the types, quantities and concentration of materials that can be released into the environment;

 

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limitation or prohibition of activities on certain lands lying within wilderness, wetlands and other protected areas;

 

  •  

obligations to restore or reclaim former mining areas;

 

  •  

requirements to comply with specific health and safety criteria addressing worker protection; and

 

  •  

the imposition of substantial liabilities for pollution resulting from our operations.

Such federal laws include, but are not limited to, (i) the Federal Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act and the Comprehensive Environmental Response, Compensation and Liability Act, governing solid and hazardous waste management, (ii) the Clean Air Act, the Clean Water Act and the Safe Drinking Water Act, protecting air and water resources, and (iii) the Emergency Planning and Community Right-to-Know Act and Toxic Substances Control Act, governing the management of hazardous materials, (iv) the federal Mine Safety and Health Act of 1977, requiring certain disclosures of mining-related health and safety violations, orders, citations, assessments, legal actions, and mining-related fatalities, and (v) the Occupational Safety and Health Act, governing working conditions for workers, in addition to analogous state laws. Numerous governmental authorities, such as the Environmental Protection Agency and corresponding state agencies, have the power to enforce compliance with these laws and regulations and the permits issued under them. Such enforcement actions often involve difficult and costly compliance measures or corrective actions. Failure to comply with these laws and regulations may result in the assessment of sanctions, including administrative, civil or criminal penalties, compensatory damages, injunctive relief, the imposition of investigatory or remedial obligations, and the issuance of orders limiting or prohibiting some or all of our operations. Many of these laws require that we obtain permits or other authorizations for our operations. We may experience delays in obtaining, or be unable to obtain, required permits, which may delay or interrupt our operations and limit our growth and revenue.

Certain environmental laws impose strict liability (i.e., no showing of “fault” is required) as well as joint and several liability for costs required to remediate and restore sites where hazardous substances, hydrocarbons or solid wastes have been disposed, stored or released, as well as associated natural resource damages. We may be required to remediate contaminated properties currently or formerly owned or operated by us or at which we have disposed of materials, regardless of whether such contamination resulted from the conduct of others or from the consequences of our own actions that complied with applicable laws at the time those actions were taken. In connection with certain acquisitions, we could assume, or be required to provide indemnification against, environmental liabilities that could expose us to material losses. Furthermore, the existence of contamination at properties we own, lease or operate could result in increased operational costs or restrictions on our ability to use those properties as intended, including for mining purposes.

In certain instances, citizen groups also have the ability to bring legal proceedings against us if we are not in compliance with environmental laws, or to challenge our ability to receive environmental permits that we need to operate. In addition, claims for damages to persons or property, including natural resources, may result from the environmental, health and safety impacts of our operations. Our insurance may not cover all environmental risks and costs or may not provide sufficient coverage if an environmental claim is made against us. Moreover, public interest in the protection of the environment has increased dramatically in recent years. The trend of more expansive and stringent environmental legislation and regulations applied to the construction industry could continue, resulting in increased costs of doing business and consequently affecting profitability.

We have incurred, and may in the future incur, significant capital and operating expenditures to comply with such laws and regulations. To the extent that laws are enacted or other governmental action is taken that restricts our operations or imposes more stringent and costly operating, waste handling, disposal and cleanup

 

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requirements, our business, prospects, financial condition or results of operations could be materially adversely affected. New laws, regulations and changing interpretations by regulatory authorities may increase our future expenditures to comply with environmental requirements.

We regularly monitor and review our operations, procedures, and policies for compliance with our operating permits and related laws and regulations. We believe that our operations and facilities, whether owned or leased, are in substantial compliance with applicable environmental laws and regulations and that any existing non-compliance is not likely to have a material adverse effect on our operations or financial condition.

While we believe that we have conducted our operations in substantial compliance with applicable environmental laws, we have, from time to time, identified contamination associated with these activities at certain of our facilities. We have incurred costs in connection with the investigation and remediation of hazardous substances and petroleum products identified at several facilities, and investigation and remediation activities are ongoing at others. We may also become subject to similar liabilities in connection with prior and future acquisitions. We do not believe that liabilities associated with known or potential contamination at any of our facilities will have a material adverse effect on our operations or financial condition.

Legal Proceedings

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We are not presently a party to, nor are any of our properties the subject of, any material legal proceedings.

 

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Unless the context otherwise requires, references to “Suncrete,” the “Company,” “we,” “us,” “our,” prior to the Business Combination refer to CPH, and such references following the Business Combination refer to Suncrete, Inc. and its consolidated subsidiaries, including CPH.

In addition to the various agreements and arrangements discussed in the sections titled “Directors, Executive Officers and Corporate Governance” and “Executive Compensation,” the following is a description of each transaction since January 1, 2023 and each currently proposed transaction in which:

 

  •  

the Company has been or is to be a participant;

 

  •  

the amount involved exceeded or exceeds $120,000; and

 

  •  

any of the Company’s directors, executive officers or holders of more than 5% of its capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest.

Transactions in Connection with the Business Combination

Dothan Management Agreement Amendment

In connection with the Closing of the Business Combination, on April 8, 2026, the Company entered into the Dothan Management Agreement Amendment to the Dothan Management Agreement. Among other things, the Dothan Management Agreement Amendment provided for (i) the assumption of the Dothan Management Agreement by the Company from CPH, (ii) payment by the Company to Dothan Management of diligence and integration fees in the amount of $10 million as the diligence and integration fee in consideration for the services provided by Dothan Management and its personnel to CPH in relation to the Business Combination, and (iii) quarterly consulting payments by CPH to Dothan Management. Dothan Management is an affiliate of the Company, Dothan Independent and SunTx Capital Management.

Indemnification Agreements

In connection with the Closing of the Business Combination, the Company entered into indemnification agreements with each of its directors and executive officers. The indemnification agreements provide that the Company will indemnify each of its directors and executive officers against any and all expenses incurred by that director or executive officer because of his or her status as one of the Company’s directors or executive officers, to the fullest extent permitted by Delaware law and the Organizational Documents. In addition, the indemnification agreements provide that, to the fullest extent permitted by Delaware law, the Company will advance all expenses incurred by its directors and executive officers in connection with a legal proceeding involving his or her status as a director or executive officer.

Amended and Restated Registration Rights Agreement

In connection with the Closing, the Company, Haymaker and Sponsor entered into an Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”) amending and restating the Existing Registration Rights Agreement, pursuant to which, among other things, the Company agreed to register for resale on Form S-1 or, if available, Form S-3, pursuant to Rule 415 under the Securities Act, certain securities of the Company that are held by Sponsor.

Under the A&R Registration Rights Agreement, the Company agreed to indemnify holders of registrable securities and their respective officers, directors and each person who controls such holders (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) resulting from any untrue or alleged untrue statement, or omission or alleged omission of a material fact in any

 

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registration statement, prospectus or any amendment thereof or supplement thereto pursuant to which such holders sell their registrable securities, unless such liability arose from such holder’s misstatement or alleged misstatement, or omission or alleged omission, and such holders agreed to indemnify the Company, its officers and directors and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material facts or any omission of a material fact in any registration statement, prospectus or any amendment thereof or supplement thereto pursuant to which such holders sell their registrable securities. The Company is filing this registration statement, of which this prospectus forms a part, in satisfaction of its obligations under the A&R Registration Rights Agreement.

Sponsor beneficially owns more than 5% of the Company’s Class A Common Stock, and Andrew Heyer, a director of the Company, is a managing member of Sponsor.

Company Registration Rights Agreement

In connection with the closing of the Acquisition Merger, the Company and Dothan Concrete, Dothan Independent and Eaglesnest Investments, LLC (“Eaglesnest” and together with Dothan Concrete and Dothan Independent, the “Company Members”) entered into a Registration Rights, pursuant to which the Company Members were granted customary registration rights with respect to the Company securities held by such parties following the Closing of the Business Combination. In certain circumstances, the Company Members can demand the Company’s assistance with underwritten offerings and block trades, and the Company Members are entitled to certain piggyback registration rights.

Under the Company Registration Rights Agreement, the Company agreed to indemnify the Company Members and their respective officers, directors and each person who controls such holders (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) resulting from any untrue or alleged untrue statement, or omission or alleged omission of a material fact in any registration statement, prospectus or any amendment thereof or supplement thereto pursuant to which such holders sell their registrable securities, unless such liability arose from such holder’s misstatement or alleged misstatement, or omission or alleged omission, and such holders agreed to indemnify the Company, its officers and directors and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material facts or any omission of a material fact in any registration statement, prospectus or any amendment thereof or supplement thereto pursuant to which such holders sell their registrable securities. The Company is filing the registration statement, of which this prospectus forms a part, in satisfaction of its obligations under the Company Registration Rights Agreement.

Dothan Concrete beneficially owns more than 5% of the Company’s outstanding Class B Common Stock. Dothan Concrete Manager, LLC (“Dothan Concrete Manager”) is the managing member of Dothan Concrete. The manager of Dothan Concrete Manager is SunTx Capital Management. Mr. Fleming, the Company’s Executive Chairman, is the sole shareholder and director of SunTx Capital Management. Dothan Independent beneficially owns more than 5% of the Company’s outstanding Class B Common Stock. Dothan Sponsor, LLC (“Dothan Sponsor”) is the general partner of Dothan Independent. Mr. Fleming, the Company’s Executive Chairman, is the sole manager of Dothan Sponsor. Eaglesnest beneficially owns more than 5% of the Company’s outstanding Class A Common Stock. Mr. Edgar, the Chief Executive Officer and a director of the Company, controls Eaglesnest.

Exchange Agreement

Prior to the Closing of the Business Combination, the Company entered into the Exchange Agreement with the Exchanging Holders, pursuant to which the Company agreed to issue an aggregate of 26,000 shares of Series A Preferred Stock, to the Exchanging Holders in exchange for their Senior Preferred Units. On April 8, 2026, the

 

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Exchange occurred immediately prior to the closing of the Acquisition Merger, and the Company issued 26,000 shares of Series A Preferred Stock to the Senior Preferred Unit holders, following the acceptance by the Secretary of State of the State of Delaware of the Certificate of Designation for the Series A Preferred Stock. Pursuant to the Exchange Agreement, Eaglesnest, which beneficially owns more than 5% of the Company’s outstanding common stock and is controlled by Randall Edgar, the Chief Executive Officer and a director of the Company, acquired 10,400 shares of Series A Preferred Stock.

Heyer Restricted Stock Unit Grant

On April 8, 2026, the Company granted to Mr. Heyer, a director of the Company and a managing member of Sponsor, 200,000 restricted stock units (“Heyer RSUs”) pursuant to the Business Combination Agreement. The Heyer RSUs vest in two equal installments, with one-half vesting on each of the first two anniversaries of the date of grant, provided that Mr. Heyer is providing certain services to the Company through such date.

Transactions Prior to the Business Combination

Lease Agreements

On July 1, 2022, the Company entered into a lease agreement with Bedrock Construction, LLC (the “Lease Agreement”), pursuant to which the Company leases its Northwest Arkansas office. Mr. Edgar, the Chief Executive Officer and a director of the Company, has an equity interest in Bedrock Construction, LLC. The lease is classified as an operating lease and was entered into under terms that the Company’s management believed were consistent with market terms for similar properties.

During the year ended December 31, 2025, the Company incurred lease expense of approximately $102,000 under the Lease Agreement. For the Successor period from May 22, 2024 through December 31, 2024, the Company incurred lease expense of approximately $38,100 under the Lease Agreement. For the Predecessor periods from January 1, 2024 through July 29, 2024, and the year ended December 31, 2023, the Company incurred lease expense of approximately $53,400 and $92,300, respectively, under the Lease Agreement.

As of December 31, 2025, December 31, 2024 and December 31, 2023, the Company had outstanding lease liabilities related to the Lease Agreement of approximately $154,000, $238,400 and $345,000, respectively, included in lease liabilities on the Company’s balance sheets.

On March 1, 2025, the Company entered into an additional lease agreement with Bedrock Construction, LLC for expanded office space (the “2025 Lease Agreement”). As of December 31, 2025, the Company had $1.4 million in operating lease right-of-use assets and corresponding lease liabilities remaining and recorded approximately $178,000 of lease expense related to the 2025 Lease Agreement.

Arrangements with Dothan Management

On July 29, 2024, Dothan Management and the Company entered into the Dothan Management Agreement, pursuant to which Dothan Management provides management services to the Company, including management services in connection with the development activities and the operation and conduct of the Company’s business. The Dothan Management Agreement provides, among other things, for quarterly consulting payments by the Company to Dothan Management equal to one-fourth of 3.0% of trailing twelve-month EBITDA for 2024 and one-fourth of 5.0% thereafter, subject to an annual cap of $3.2 million for strategic, financial, and operational advisory services to support the Company’s board and management team on matters such as acquisitions, financing, contract negotiations, and growth initiatives. The Company also reimburses, at cost, any third-party diligence and advisory costs that are initially funded by the affiliate on the Company’s behalf. In addition, for each completed add-on acquisition, the Company pays a contingent diligence and integration fee equal to 2.0 % of the acquired enterprise value in consideration for the affiliate’s time and effort involved in transaction

 

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execution and post-closing integration activities. For these management services, from May 22, 2024 through December 31, 2024, the Company recognized an expense of approximately $881,000 in quarterly fees, $5.1 million in diligence and integration fees, and $1.3 million in reimbursement of expenses.

During the year ended December 31, 2025, the Company paid a $2.3 million contingent diligence and integration fee on October 17, 2025, in connection with the closing of the Thunder Acquisition. In addition, approximately $684,000 was paid during the year ended December 31, 2025 for the reimbursement of various due diligence fees. For the same period, the Company incurred approximately $2.8 million in consultant compensation related to the Dothan Management Agreement. In connection with the Hope Acquisition, the Southern Louisiana acquisition and the Nelson Acquisition, the Company incurred approximately $4.5 million in contingent diligence and integration fees and other reimbursements. Dothan Management is an affiliate of the Company, Dothan Independent and SunTx Capital Management.

Issuance of Warrants

Simultaneously with the closing of Haymaker’s initial public offering (the “IPO”), Haymaker sold 797,600 private placement units at a price of $10.00 per private placement unit in a private placement to Sponsor, of which Andrew Heyer, a director of the Company, serves as a managing member, including 30,000 private placement units issued in connection with the full exercise of the over-allotment option, generating gross proceeds of $7,976,000.

Administrative Services Agreement

On July 25, 2023, Haymaker entered into an administrative services agreement with an affiliate of Andrew Heyer, pursuant to which Haymaker paid such affiliate $20,000 per month for office space, secretarial and administrative services provided to members of its management team. For the years ended December 31, 2025 and 2024 and for the period from March 7, 2023 (inception) through December 31, 2023, Haymaker incurred expenses of $240,000, $240,000 and $104,516, respectively, for services under the administrative services agreement. Upon Closing of the Business Combination, the administrative services agreement terminated.

Promissory Notes

On March 15, 2023, Sponsor agreed to loan Haymaker an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “IPO Promissory Note”). This loan was non-interest bearing and payable on the earlier of December 31, 2023 or the date on which Haymaker consummated the IPO. Prior to the IPO, Haymaker had borrowed $272,550 under the IPO Promissory Note. On July 28, 2023, Haymaker repaid the outstanding balance under the IPO Promissory Note in full. Borrowings under the IPO Promissory Note were no longer available to Haymaker subsequent to the IPO.

On June 10, 2024, Haymaker issued a promissory note (the “WCL Promissory Note”) in the principal amount of up to $1,500,000 to Sponsor. The WCL Promissory Note was issued in connection with advances Sponsor may make in the future to Haymaker from time to time for working capital expenses. The WCL Promissory Note was non-interest bearing and payable upon the earlier of (i) completion of the Company’s initial business combination or (ii) the date the winding up of the Company is effective. At the election of Sponsor, all or a portion of the unpaid principal amount of the WCL Promissory Note was convertible into WCL units at a price of $10.00 per WCL unit, which will be identical to the private placement units. As of December 31, 2025 and 2024, Haymaker had $1,059,879 and $400,000 drawn on this WCL Promissory Note. Immediately prior to the Closing of the Business Combination, Sponsor partially converted the WCL Promissory Note into 150,000 units of Haymaker (each a “Sponsor Note Unit”), with each Sponsor Note Unit comprised of one Haymaker Class A Share and one-half of one Haymaker Private Warrant, which converted into 150,000 shares of Class A Common Stock and 75,000 Warrants in connection with the Business Combination.

 

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Policies and Procedures for Related Person Transactions

In connection with the Closing of the Business Combination, the Board adopted a written policy for the review, approval and ratification of transactions with related parties. The policy covers transactions between the Company and any of our executive officers and directors or their respective affiliates, director nominees, 5% or greater security holders or family members of any of the foregoing.

The policy defines a related party transaction as a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which the Company was or is to be a participant in which the amount involved exceeds $120,000 in the aggregate in any fiscal year, and in which a related party had or will have a direct or indirect material interest.

Under the policy, the audit committee of the Board reviews transactions covered by this policy to determine, among other things:

 

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whether the terms of the transaction are fair to the Company, have resulted from arm’s length negotiations and are on terms at least as favorable as would apply if the transaction did not involve a related party;

 

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whether there are demonstrable business reasons for the Company to enter into the transaction;

 

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whether the transaction is material to the Company;

 

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the role the related party played in arranging the transaction;

 

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whether the transaction could impair the independence of a director; and

 

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the interests of all related parties in the transaction.

A related party transaction will only be approved or ratified by the audit committee if the audit committee determines that the transaction is beneficial to the Company and the terms of the transaction are fair to the Company. In addition, under the Company’s Code of Business Conduct and Ethics, directors and executive officers have an affirmative responsibility to seek determinations and prior authorizations or approvals of potential conflicts of interest exclusively from the Board.

 

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth information about our directors and executive officers as of May 7, 2026:

 

Name

   Age     

Position

   Year Appointed  

Executive Officers

        

Randall Edgar

     69      Chief Executive Officer and Director      2026  

Tommy Wentroth

     44      Chief Financial Officer      2026  

Mark Jones

     57      Chief Operating Officer      2026  

Non-Employee Directors

        

Ned N. Fleming, III

     65      Executive Chairman      2026  

Mark R. Matteson

     62      Vice Chairman      2026  

Andrew R. Heyer

     68      Director      2026  

William Holden

     74      Director      2026  

Bretton Johnston

     64      Director      2026  

Charles E. Owens

     75      Director      2026  

David Rees-Jones

     33      Director      2026  

Noreen E. Skelly

     68      Director      2026  

The biographies of the above-identified individuals are set forth below:

Executive Officers

Randall Edgar serves as the Company’s Chief Executive Officer and is a member of the Board. Mr. Edgar has served as the Chief Executive Officer of CPH since its original founding as Eagle Redi-Mix Concrete, LLC in 2008. He brings over 30 years of experience in the concrete industry plus additional experience in the accounting industry. Prior to founding Eagle Redi-Mix Concrete, LLC in 2008, Mr. Edgar joined Mexican cement producer Grupo Cementos de Chihuahua (“GCC”) in 2006 as President after GCC acquired his previous company Mid-Continent Concrete, where he had served as Vice President. Prior to entering the concrete industry, he was a Certified Public Accountant at KPMG. Mr. Edgar earned a Bachelor of Science in Business Administration in Accounting from the University of Tulsa. We believe Mr. Edgar’s leadership and operational experience in the concrete industry, combined with his financial and accounting expertise, make him well qualified to serve as a director of our Company.

Tommy Wentroth serves as the Company’s Chief Financial Officer. Mr. Wentroth has served as the Chief Financial Officer of CPH since 2015 where he has overseen all accounting, human resources and safety and information technology departments within the company. Previously, Mr. Wentroth spent over eight years in public accounting where he served as an Audit Manager at Stanfield & O’Dell, PC, Audit Manager at Curzon, Cumbey & Kunkel, PLLC, and Staff Accountant at Sartain Fischbein & Co. He earned a Bachelor of Science in Accounting and a Bachelor of Science in Management Information Systems from Oklahoma State University and is a licensed Certified Public Accountant.

Mark Jones serves as the Company’s Chief Operating Officer. Mr. Jones has served in senior leadership roles at CPH since its original founding as Eagle Redi-Mix Concrete in 2008, including Vice President, Executive Vice President, and President. Mr. Jones has more than 35 years of experience in the construction materials industry, with a background spanning geotechnical engineering, concrete production, operations management, and executive leadership. Prior to joining Eagle Redi-Mix Concrete, he served in multiple operational and management roles at Mid-Continent Concrete Company for ten years. At Mid-Continent, Jones’ roles included Quality Control Manager, Operations and Production Manager, General Manager of Material Logistics, and ultimately Vice President of Mid-Continent Concrete, a role he continued for Mexican cement producer Grupo Cementos de Chihuahua following their acquisition of Mid-Contient.

 

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Non-Employee Directors

Ned N. Fleming, III serves as Executive Chairman of the Board. He has served as Managing Partner of SunTx Capital Partners since 2001 and also serves as Executive Chairman of Construction Partners, Inc. (NASDAQ: ROAD) and chairman of the board of directors of Patrons Holdings, Inc., Blackberry Patch, Inc., Anchor Partners, LLC, Cone Machinery Holdings, LLC and RB Fire United, LLC. Mr. Fleming previously served as a member of the board of directors of Big Outdoor Holdings, LLC, Veritex Holdings, Inc., a publicly traded bank holding company, DF&R Restaurants, Inc., a formerly publicly traded restaurant operator, and Spinnaker Industries, Inc., a publicly traded materials manufacturing company. Prior to co-founding SunTx Capital Partners in 2001, Mr. Fleming served as President and Chief Operating Officer of Spinnaker Industries, Inc. until its sale in 1999. Prior to that, Mr. Fleming worked at a Dallas-based private investment firm, where he led acquisitions in the food and beverage and defense industries. Mr. Fleming received a Master of Business Administration with distinction from Harvard Business School and a Bachelor of Arts in Political Science from Stanford University. We believe Mr. Fleming’s extensive experience in private equity investment and his significant knowledge of us and our industry make him qualified to serve as a director of our Company.

Mark R. Matteson serves as Vice Chairman of the Board. Since 2001, he has been a partner of SunTx Capital Partners. Prior to co-founding SunTx Capital Partners in 2001, Mr. Matteson was Vice President of Corporate Development of Spinnaker Industries, Inc., a publicly traded materials manufacturing company, until its sale in 1999. He currently serves as a member of the board of directors of Construction Partners, Inc. (NASDAQ: ROAD) and Anchor Partners, LLC. Mr. Matteson received a Master of Business Administration from Georgetown University and a Bachelor of Arts in Foreign Service and International Politics from The Pennsylvania State University. We believe Mr. Matteson’s experience in corporate development and acquisitions and his significant knowledge of us and our industry make him qualified to serve as a director of our Company.

Andrew R. Heyer is a member of the Board and is a finance professional with over 40 years of experience investing in the consumer and consumer-related products and services industries, as well as a senior banker in leveraged finance during which time his clients included many large private equity firms. Mr. Heyer previously served as Vice President and Director of Haymaker Acquisition Corp. 4 until the closing of the Business Combination. In addition, Mr. Heyer served as President and Director of Haymaker Acquisition Corp. III until it completed its business combination in May 2022 with biote. Since this business combination he has remained on the biote board of directors. Mr. Heyer served as President and Director of Haymaker Acquisition Corp. II until it completed its business combination in December 2020 with GPM and ARKO (NASDAQ:ARKO), and has since remained on its board. Mr. Heyer was President and Director of Haymaker Acquisition Corp. I until it completed its business combination with OneSpaWorld, in March 2019, and has since remained on its board. Currently, Mr. Heyer serves as the Chief Executive Officer and Founder of Mistral, a private equity fund manager founded in 2007 that invests in the consumer industry. Prior to founding Mistral in 2007, from 2000 to 2007, Mr. Heyer served as a Founding Managing Partner of Trimaran Capital Partners, a $1.3 billion private equity fund. Mr. Heyer was formerly a vice chairman of CIBC World Markets Corp. and a co-head of the CIBC Argosy Merchant Banking Funds from 1995 to 2001. Prior to joining CIBC World Markets Corp. in 1995, Mr. Heyer was a founder and Managing Director of The Argosy Group L.P. from 1990 to 1995. Before Argosy, from 1984 to 1990, Mr. Heyer was a Managing Director at Drexel Burnham Lambert Incorporated and, previous to that, he worked at Shearson/American Express. From 1993 through 2009, Mr. Heyer also served on the board of The Hain Celestial Group, Inc., a natural and organic food and products company, rejoining the board from 2012 to 2019. Mr. Heyer also serves on the board of The Lovesac Company, Inc., a branded omni-channel retailer of technology-forward furniture, from 2010 to the present. Mr. Heyer also served on the board of several private companies owned in whole or in part by Mistral, including Worldwise, Inc., a pet accessories business from 2011 to 2021. Mr. Heyer has also served on the board of Insomnia Cookies Holdings, LLC, a retailer of desserts open primarily in the evening and nighttime. In the past, Mr. Heyer has served as a director of XpresSpa Group, Inc. from 2016 to 2019 (NASDAQ:XWEL), Las Vegas Sands Corp., a casino company, from 2006 to 2008, El Pollo Loco Holdings, Inc., a casual Mexican restaurant, from 2005 to 2008, and Reddy Ice Holdings, Inc., a manufacturer of packaged ice products, from 2003 to 2006. Mr. Heyer also served on the board of Coliseum

 

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Acquisition Corp. (NASDAQ: MITA) from January 2021 to June 2023, and the board of Tastemaker Acquisition Corp. from January 2021 to July 2023. From March 2021 until December 2022, he served on the board of AFAQ. Mr. Heyer was named as a defendant in three class action derivative stockholder actions, which were consolidated into one action, in connection with Hain Celestial Group filed in the Eastern District Court of New York in 2017, alleging, among other things, breach of fiduciary duty and violations of Sections 10(b) and 20(a) of the Exchange Act based on allegedly materially false or misleading statements and omissions in public statements, press releases and SEC filings. In November 2022, the assigned Magistrate issued a report and recommendation recommending dismissal with prejudice, to which plaintiffs filed objections and defendants countered. The case remains pending. We believe Mr. Heyer is qualified to serve as a director due to his extensive finance, investment and operations experience, particularly in the consumer and consumer-related products and services industries.

William Holden is a member of the Board and brings over 30 years of construction materials experience in aggregates, ready-mix, masonry products and building materials. Mr. Holden currently serves as the chair of the board of directors at CarbonCure Technologies (“CarbonCure”), where he previously served as chair of CarbonCure’s Industry Advisory Council until July 2025. He also currently serves as a board member of The Concrete Industry Management Program. He previously served as the President of Block USA, one of the leading concrete masonry producers in the country from January 2002 to June 2011, and as Vice President and later President of Couch USA, a major producer of ready-mix, block and building materials serving the southeast U.S from 1989 to 2000. Additionally, Mr. Holden was formerly Chairman of the Board of the National Concrete Masonry Association (NCMA) and Alabama Concrete Industries Association, and Chairman of the NCMA’s Long Range Planning Committee. Mr. Holden earned his Bachelor of Science in Business Administration from Oglethorpe University. We believe Mr. Holden’s experience in the concrete and construction materials industry, including his leadership of major ready-mix and masonry producers and his service with leading industry associations, make him qualified to serve as a director of our Company.

Bretton Johnston is a member of the Board. Mr. Johnston is currently the President and founder of Maverick Special Investments, Inc. (“Maverick”), where he has supported businesses across industries, particularly those involving physical assets, infrastructure, and development since October 1999. Prior to founding Maverick, Mr. Johnston was Vice President and General Manager of the Texas Midwest Division for Arvida Company, a residential and commercial development firm formerly owned by The Walt Disney Company from January 1988 to November 1996. He also previously served as Chief Executive Officer of The Cliffs Communities, a collection of luxury residential golf communities, and Chief Executive Officer of London Broadcasting Company, a Texas-based television broadcasting company. Mr. Johnston currently serves as chairman of the board of directors for Epoch Solutions Group LLC, a company focused on geospatial software solutions for utilities and infrastructure operators. He is also a board member of Blackberry Patch, Inc., a specialty foods company and previously served as a board member of Big Outdoor Holdings LLC, a national outdoor advertising firm. Mr. Johnston has also contributed to academic and professional development initiatives through his past service on the Texas A&M Master of Land and Property Development Advisory Board, and he earned a Bachelor of Science degree from the University of Texas at Austin. We believe Mr. Johnston’s extensive experience in investment management, infrastructure development and executive leadership across asset-intensive businesses make him qualified to serve as a director of our Company.

Charles E. Owens is one of the founders and the Vice Chairman of the board of directors of Construction Partners, Inc. (NASDAQ: ROAD) and previously served as its President and Chief Executive Officer from its inception until March 2021. From 1990 until its sale in 1999, Mr. Owens was President and Chief Executive Officer of Superfos Construction U.S., Inc. (“Superfos”), the North American operation of Superfos a/s, a publicly held Danish company. During his tenure at Superfos, he oversaw the successful acquisition and integration of approximately 35 companies, leading Superfos to become one of the largest highway construction companies in the United States. Prior to 1990, Mr. Owens was President of Couch Construction, Inc., a subsidiary of Superfos headquartered in Dothan, Alabama. Mr. Owens received a Bachelor of Business Administration from Troy University. We believe Mr. Owens’ decades of executive leadership in the highway construction industry and public-company board experience make him qualified to serve as a director of our Company.

 

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David Rees-Jones is a member of the Board. He has served as President of Rees-Jones Holdings, the holding company for Chief Energy and Chief Partners since August 2022. In his current role, Mr. Rees-Jones oversees all aspects of the business including acquisitions, investments, financial management, and business strategy. Prior to his role as President, Mr. Rees-Jones served as Vice President of Chief Energy from June 2019 to August 2022. Prior to his role as Vice President, he held various positions in the oil and gas industry over a

decade long career, primarily focusing on mineral and non-operated asset acquisitions. Mr. Rees-Jones serves on the board of the Rees-Jones Foundation and is involved with various foundations and non-profits in the Dallas / Fort Worth area. Mr. Rees-Jones holds a B.B.A in Finance from Texas Christian University. We believe Mr. Rees-Jones’ experience in executive leadership, acquisitions, financial management and business strategy across capital-intensive industries makes him qualified to serve as a director of our Company.

Noreen E. Skelly has served as the Chief Financial Officer for Blue Sky Bank, a commercial bank headquartered in Pawhuska, Oklahoma, with locations throughout Oklahoma and Texas since August 2022 and has served as a member of the board of directors of Construction Partners, Inc. (NASDAQ: ROAD) since April 2019. She previously served as Chief Financial Officer of Broadway National Bank, a commercial bank headquartered in San Antonio, Texas, from August 2021 to August 2022 and as Executive Vice President and Chief Financial Officer of Veritex Holdings, Inc., the publicly traded holding company of Veritex Community Bank, headquartered in Dallas, Texas, from June 2012 through January 2019. Prior to that, Ms. Skelly was the Chief Financial Officer of Highlands Bancshares, Inc., a bank holding company located in the Dallas, Texas area. Her experience includes serving in various senior management positions within the corporate finance functions at Comerica Bank and ABN AMRO / LaSalle Bank. Ms. Skelly began her professional career at the Federal Reserve Bank of Chicago and was promoted to serve as an accounting policy analyst for the Board of Governors of the Federal Reserve System in Washington, D.C. Ms. Skelly received a Master of Business Administration from the University of Chicago Booth School of Business and a Bachelor of Business Administration in finance from the University of Texas at Austin. We believe that Ms. Skelly’s experience as a chief financial officer of a publicly traded company and her financial expertise make her qualified to serve as a director of our Company.

Family Relationships

Mr. Rees-Jones is Mr. Fleming’s son-in-law. Other than the relationship described in the preceding sentence, there are no familial relationships among our directors and executive officers.

Arrangements for Election of Directors

The Business Combination Agreement provided that, following the completion of the Business Combination, the Board would include the following individuals: (i) Mr. Edgar, (ii) at least two directors designated by Haymaker and (iii) up to four additional directors to be designated by CPH. Under the terms of the Business Combination Agreement, Haymaker designated Mr. Heyer as its director designee and waived its right to designate a second director, and CPH designated Messrs. Fleming, Matteson, Johnston, Holden and Rees-Jones as its director designees.

Corporate Governance

Composition of the Board of Directors

Our Certificate of Incorporation provides that the number of members of the Board will be determined from time to time by resolution of the Board. Currently, the Board consists of nine members. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. The Company’s directors are divided among the three classes as follows:

 

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the Class I directors are Messrs. Holden, Johnston and Owens, and their terms will expire at the first annual meeting of stockholders of the Company following the closing of the Business Combination;

 

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  •  

the Class II directors are Messrs. Heyer and Edgar and Ms. Skelly, and their terms will expire at the second annual meeting of stockholders of the Company following the closing of the Business Combination; and

 

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the Class III directors are Messrs. Fleming, Matteson and Rees-Jones, and their terms will expire at the third annual meeting of stockholders of the Company following the closing of the Business Combination.

At the first annual meeting of stockholders following the closing of the Business Combination, the initial term of office of the Class I directors will expire and Class I directors will be elected for a full term of three years. At the second annual meeting of stockholders following the closing of the Business Combination, the initial term of office of the Class II directors will expire and Class II directors will be elected for a full term of three years. At the third annual meeting of stockholders following the closing of the Business Combination, the initial term of office of the Class III directors will expire and Class III directors will be elected for a full term of three years. At each succeeding annual meeting of stockholders, directors will be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting.

Our Certificate of Incorporation provides that only the Board can fill vacant directorships, including newly-created seats. Any additional directorships resulting from an increase in the authorized number of directors would be distributed pro rata among the three classes so that, as nearly as possible, each class would consist of one-third of the authorized number of directors.

Director Independence; Controlled Company Exemption

Because the SunTx Group holds a majority of the voting power of the Company’s outstanding common stock, the Company is a “controlled company” under Nasdaq listing rules. As a controlled company, the Company is exempt from certain Nasdaq governance requirements that would otherwise apply to the composition and function of the Board, and the Company intends to avail itself of such exemptions, in whole or in part, for so long as the SunTx Group continues to hold a majority of the Company’s outstanding common stock. For example, the Company is not required to comply with certain rules that would otherwise require, among other things, (i) the Board to have a majority of independent directors, (ii) the compensation of the Company’s executive officers to be determined by a majority of the independent directors or a committee of independent directors, and (iii) director nominees to be selected or recommended either by a majority of the independent directors or a committee of independent directors.

If at any time the Company ceases to be a controlled company, it will take all action necessary to comply with the listing rules of Nasdaq, including appointing a majority of independent directors to the Board and ensuring the Board’s compensation committee and nominating and corporate governance committee are each composed entirely of independent directors, subject to any permitted “phase-in” periods.

If the Company ceases to be a “controlled company” and its securities continue to be listed on Nasdaq, the Company will be required to comply with these standards and, depending on the Board’s independence determination with respect to its then-current directors, the Company may be required to add additional directors to its Board in order to achieve such compliance within the applicable transition periods. Our Board has determined that each of Messrs. Johnston and Owens and Ms. Skelly is an “independent director” as defined in the Nasdaq listing rules.

The Board’s Risk Oversight Role

The Board, as a whole and through its committees, has responsibility for the oversight of risk management at the Company, including risks related to cybersecurity. For example, the audit committee is responsible for overseeing the management of risks associated with the Company’s financial reporting, accounting, and auditing matters, and the compensation committee oversees the management of risks associated with the Company’s compensation policies and programs.

 

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Committees of the Board of Directors

The Board has three standing committees to assist it in carrying out its responsibilities: the audit committee, the compensation committee and the nominating and corporate governance committee. Each of the standing committees operates under its own written charter adopted by our Board, all of which are available on the Company’s investor relations website at https://www.suncrete.com/investors under the heading “Corporate Governance – Governance Documents.” In addition, special committees may be established under the direction of our Board when necessary to address specific issues. The standing committees annually review and assess the adequacy of their respective charters and recommend any revisions to the Board. The membership and functions of each of the standing committees are described below.

Audit Committee

The audit committee currently consists of Messrs. Johnston and Owens and Ms. Skelly, each of whom are “financially literate” as defined under Nasdaq listing rules and the rules and regulations of the SEC. Ms. Skelly serves as the chair of the audit committee and qualifies as an “audit committee financial expert” within the meaning of SEC regulations and meets the financial sophistication requirements of Nasdaq. The Board has determined that each of Messrs. Johnston and Owens and Ms. Skelly is an “independent director” as defined in the Nasdaq listing standards and the rules and regulations of the SEC.

The purpose of the audit committee is to prepare the audit committee report required by the SEC to be included in the Company’s annual proxy statement and to assist the Board in overseeing and monitoring (i) the quality and integrity of the financial statements, (ii) compliance with legal and regulatory requirements, (iii) the Company’s independent registered public accounting firm’s qualifications and independence, (iv) the performance of the Company’s internal audit function, if any, and (v) the performance of the Company’s independent registered public accounting firm.

Compensation Committee

The compensation committee currently consists of Messrs. Fleming, Heyer, Matteson and Rees-Jones. Mr. Fleming serves as the chair of the compensation committee. The compensation committee assists the Board in discharging certain of the Company’s responsibilities with respect to compensating its executive officers, and the administration and review of its incentive plans for employees and other service providers, including its equity incentive plans, and certain other matters related to the Company’s compensation programs.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee currently consists of Messrs. Fleming, Edgar and Matteson. Mr. Fleming serves as the chair of the nominating and corporate governance committee. The nominating and corporate governance committee assists the Board with its oversight of and identification of individuals qualified to become members of the Board, consistent with criteria approved by the Board, and selects, or recommend that the Board selects, director nominees, develops and recommends to the Board a set of corporate governance guidelines and oversees the evaluation of the Board.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

The Company has adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of its directors and director candidates and its policies and standards relating to board leadership structure and other matters. A copy of the Corporate Governance Guidelines is available at https://www.suncrete.com/investors under the heading “Corporate Governance – Governance Documents.”

 

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Additionally, the Company has adopted a Code of Business Conduct and Ethics for its directors, officers, employees and certain affiliates in accordance with applicable federal securities laws, a copy of which is available at https://www.suncrete.com/investors under the heading “Corporate Governance – Governance Documents.” The Company will make a printed copy of the Code of Business Conduct and Ethics available to any stockholder who so requests. Requests for a printed copy may be directed to Rick Black at suncrete@dennardlascar.com.

We intend to post any legally required disclosures regarding amendments to or any waivers from a provision of the Code of Business Conduct and Ethics on our website.

Compensation Committee Interlocks and Insider Participation

None of the members of the compensation committee has ever been a member of the board of directors or compensation committee of any other entity that has or has had one or more executive officers serving as a member of the Board or the compensation committee.

Insider Trading Policy

We have adopted an insider trading policy applicable to our directors, officers and employees, and have implemented processes for the Company that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq listing standards. Our insider trading policy prohibits our employees and related persons and entities from trading the Company’s securities and other companies’ securities while in possession of material, nonpublic information. Our insider trading policy also prohibits our employees from disclosing material, nonpublic information about the Company, or another publicly traded company, to others who may trade on the basis of that information. While the Company is not subject to the insider trading policy, the Company does not trade in its securities when it is in possession of material nonpublic information other than pursuant to previously adopted Rule 10b5-1 trading plans.

Whistleblower Policy

The Company has adopted a whistleblower policy to provide employees with a confidential and anonymous, method for reporting concerns about the conduct of the Company or employees free from retaliation.

Compensation Recovery Policy

The Company has adopted a compensation recovery policy, which provides that in the event the Company is required to prepare an accounting restatement due to noncompliance with any financial reporting requirements under the securities laws or otherwise erroneous data or the Company determines there has been a significant misconduct that causes financial or reputational harm, the Company shall recover a portion or all of any incentive compensation.

 

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EXECUTIVE COMPENSATION

Unless the context otherwise requires, references to “Suncrete,” the “Company,” “we,” “us,” “our,” prior to the Business Combination refer to CPH, and such references following the Business Combination refer to Suncrete, Inc. and its consolidated subsidiaries, including CPH.

We are an “emerging growth company,” as defined in the JOBS Act. As such, we have opted to comply with the scaled executive compensation disclosure rules applicable to emerging growth companies, which provide certain exemptions from various reporting requirements that are applicable to other public companies. This section discusses the material elements of compensation awarded to, earned by or paid to our principal executive officer and our two most highly compensated executive officers (other than our principal executive officer). These individuals are referred to as our “named executive officers.” Because we only had one executive officer that served during the fiscal year ended December 31, 2025 other than our principal executive officer, our named executive officers for the fiscal year ended December 31, 2025 were:

 

  •  

Randall Edgar, Chief Executive Officer; and

 

  •  

Tommy Wentroth, Chief Financial Officer.

This section provides an overview of the Company’s executive compensation arrangements with its named executive officers, including a narrative description of the material factors necessary to understand the information disclosed in the summary compensation table below.

Summary Compensation Table

The following table presents summary information regarding the total compensation for services rendered in all capacities that was awarded to, earned by, or paid to our named executive officers for the fiscal year ended December 31, 2025.

 

Name and Position

   Fiscal Year      Salary
($)
     Bonus
($)(1)
     Stock
Awards
($)
     All Other
Compensation
($)
     Total
($)
 

Randall Edgar,
Chief Executive Officer

     2025        360,780        —         —         —         360,780  

Tommy Wentroth,
Chief Financial Officer

     2025        216,934        180,873        —         —         397,807  

(1) The amounts presented represent discretionary bonuses paid for contributions to our performance.

Narrative Disclosure to Summary Compensation Table

Base Salaries

Our named executive officers receive a base salary to provide a fixed component of compensation reflecting the executive’s skill set, experience, role, and responsibilities. Mr. Edgar’s annual base salary for 2025 was $360,780 and Mr. Wentroth’s annual base salary for 2025 was $216,934.

Annual Bonuses

We offer our named executive officers the opportunity to earn discretionary cash bonuses based upon individual performance. As described above in the Summary Compensation Table in the column titled “Bonus,” Mr. Wentroth received a discretionary cash bonus equal to $180,873 with respect to his service during 2025.

 

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Employment Agreements

We currently do not have employment agreements or offer letters with any of our named executive officers. All of our named executive officers are employed on an at-will basis, with no fixed term of employment.

Equity Incentive Plan

The following is a brief description of certain key provisions of the Suncrete, Inc. 2026 Omnibus Incentive Plan (the “2026 Plan”), a copy of which is filed as Exhibit 10.9 to the registration statement, of which this prospectus forms a part. The 2026 Plan became effective on April 8, 2026 in connection with the closing of the Business Combination. The following description is qualified in its entirety by reference to the 2026 Plan.

Administration

The 2026 Plan is administered by the Board, or a committee of the Board as is designated by the Board to administer the 2026 Plan (the “Administrator”). Currently, the 2026 Plan is administered by the compensation committee pursuant to its terms and all applicable state, federal or other rules or laws. The Administrator has the power to determine to whom and when awards are granted, determine the number of shares for awards, construe and interpret the 2026 Plan, prescribe and interpret the terms and provisions of each award (the terms of which may vary), accelerate the exercise terms of an award, delegate duties under the 2026 Plan and execute all other responsibilities permitted or required thereunder, as set forth in the 2026 Plan.

Eligibility

Employees, non-employee directors and consultants of the Company and its affiliates, as selected by the Administrator, are eligible to receive awards under the 2026 Plan. As of December 31, 2025 and after giving effect to the completion of the Business Combination, 597 employees and nine outside directors were eligible to participate in the 2026 Plan.

Securities to be Offered

Subject to certain adjustments, the maximum number of shares of Class A Common Stock authorized for issuance under the 2026 Plan is 3,000,000 (the “Class A Share Pool”), and the maximum number of shares of Class B Common Stock authorized for issuance under the 2026 Plan is 2,000,000 (the “Class B Share Pool”, and together with the Class A Share Pool referred to herein as, the “Share Pool”), all of which shares of Common Stock may be issued as any type of award under the 2026 Plan, including, without limitation, incentive stock options.

If an award under the 2026 Plan is forfeited, settled for cash or expires without the actual delivery of shares, any shares subject to such award will revert to the applicable Share Pool and again be available for issuance pursuant to new awards under the 2026 Plan. Notwithstanding the foregoing, shares used to pay the exercise price of an option or to satisfy a participant’s tax obligations for an award, whether tendered to or withheld by the Company, will not be available again for other awards under the 2026 Plan. All shares underlying any stock appreciation right or any other award that is settled in cash and not in shares, will not be counted against the applicable Share Pool.

Types of Awards

Options. The Company may grant options to eligible persons including: (i) incentive stock options (only to the Company’s employees or those of its subsidiaries that are corporations) which comply with Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) nonqualified stock options that are not intended to be incentive stock options. The exercise price of each option granted under the 2026 Plan will be

 

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stated in the award agreement and may vary; however, the exercise price for an option will not be less than the fair market value per share of the Class A Common Stock as of the date of grant (or 110% of the fair market value for incentive stock options granted to holders of more than 10% of the voting power of all classes of the Company’s stock or any of its subsidiary corporations), nor will the option be re-priced without the prior approval of the Company’s stockholders. The fair market value per share of Class A Common Stock is determined based on reported transactions on Nasdaq. Options may be exercised as the Administrator determines, but not later than 10 years from the date of grant (or five years in the case of incentive stock options granted to holders of more than 10% of the voting power of all classes of the Company’s stock or any of its subsidiary corporations). The Administrator will determine the methods and form of payment for the exercise price of an option as set forth in the 2026 Plan (including, in the discretion of the Administrator, payment by promissory note or by withholding of otherwise deliverable shares) and the methods and forms in which Common Stock will be delivered to a participant. No dividends or dividend equivalents will be paid on any option.

Stock Appreciation Rights. A stock appreciation right is the right to receive an amount equal to the excess of the fair market value of one share of Common Stock on the date of exercise over the grant price of the stock appreciation right, payable in shares or if permitted by the Administrator, in cash or any combination thereof as set forth in the applicable award agreement. A stock appreciation right may be granted alone or in tandem with all or part of an option. The per share grant price of a stock appreciation right will be determined by the Administrator, but in no event will the grant price be less than the fair market value of the Class A Common Stock on the date of grant, determined as described for options above. The Administrator will have the discretion to determine other terms and conditions of a stock appreciation rights award. No dividends or dividend equivalents will be paid on any outstanding stock appreciation right.

Restricted Stock Awards. A restricted stock award is a grant of shares of Common Stock subject to a substantial risk of forfeiture, performance conditions, restrictions on transferability or any other restrictions imposed by the Administrator in its discretion. Restrictions may lapse at such times and under such circumstances as determined by the Administrator. Except as otherwise provided under the terms of the applicable award agreement, the holder of a restricted stock award will have the rights of a stockholder, including the right to vote the shares subject to the restricted stock award or to receive dividends on the shares subject to the restricted stock award during the restriction period. The Administrator will provide, in the applicable award agreement, whether the restricted stock will be forfeited upon certain terminations of employment. Unless otherwise determined by the Administrator, Class A Common Stock or Class B Common Stock distributed in connection with a stock split or stock dividend, and other property distributed as a dividend, will be subject to restrictions and a risk of forfeiture to the same extent as the restricted stock award with respect to which such class of Common Stock or other property has been distributed.

Restricted Stock Units. Restricted stock units are hypothetical units that grant the recipient the right to receive shares of Common Stock, cash or a combination of both stock and cash at the end of a specified period. The Administrator may subject restricted stock units to restrictions (which may include a substantial risk of forfeiture) to be specified in the award agreement, which restrictions may lapse at such times as determined by the Administrator. Restricted stock units may be settled by delivery of Common Stock, cash equal to the fair market value of the specified number of shares covered by the restricted stock units or any combination thereof determined by the Administrator at the date of grant or thereafter. The participant will not be entitled to receive dividends or dividend equivalents unless the award agreement specifically provides for such rights.

Performance Awards. The vesting, exercise or settlement of awards may be subject to achievement of specified objective or subjective performance goals based on one or more business criteria set forth in the 2026 Plan. The Administrator may use one or more of the following criteria in establishing performance goals for such performance awards: revenues; earnings before all or any of interest expense, taxes, depreciation and/or amortization; funds from operations; funds from operations per share; operating income; operating income per share; pre-tax or after-tax income; net cash provided by operating activities; cash available for distribution; cash

 

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available for distribution per share; working capital and components thereof; sales (net or gross) measured by product line, territory, customer or customers or other category; return on equity or average stockholders’ equity; return on assets; return on capital; enterprise value or economic value added; share price performance; improvements in our attainment of expense levels; implementation or completion of critical projects; improvement in cash-flow (before or after tax); net earnings; earnings per share; earnings from continuing operations; net worth; credit rating; levels of expense, cost or liability by category, operating unit or any other delineation; any increase or decrease of one or more of the foregoing over a specified period; or the occurrence of a Change in Control (as defined in the 2026 Plan).

A performance goal may be measured over a performance period on a periodic, annual, cumulative or average basis and may be established on a corporate-wide basis or with respect to a participant, one or more operating units, divisions, subsidiaries, acquired businesses, minority investments, facilities, partnerships or joint ventures. More than one performance goal may be incorporated in a performance objective, in which case achievement with respect to each performance goal may be assessed individually or in combination with each other. Performance goals may differ from performance awards granted to any one participant or to different participants.

The Administrator may provide in any performance award for the inclusion or exclusion of the effect on reported financial results of any of the following events or occurrences: asset write-downs; litigation or claim judgments or settlements; changes in tax laws, accounting principles or other laws or provisions; reorganization or restructuring programs, including share repurchasing programs; acquisitions or divestitures; foreign currency exchange translation gains or losses; any loss from a discontinued operation as described in Accounting Standards Codification Topic 360; goodwill impairment charges; revenue or earnings attributable to a minority ownership in another entity; any amounts accrued by us or any subsidiary pursuant to management bonus plans or cash profit sharing plans and related employer payroll taxes for the fiscal year; any discretionary or matching contributions made to a savings and deferred profit-sharing plan or deferred compensation plan for the fiscal year; interest, expenses, taxes, depreciation and depletion, amortization and accretion charges; and gains and losses that are treated as extraordinary items under Accounting Standards Codification Topic 225. The level or levels of performance specified with respect to a performance goal may be established in absolute terms, as objectives relative to performance in prior periods, as an objective compared to the performance of one or more comparable companies or an index covering multiple companies on a per share basis, against the Company’s performance as a whole or against particular of the Company’s entities, segments, operating units or products, on a pre-tax or after-tax basis, in tandem with any other performance goal, or otherwise as the Administrator may determine.

Other Stock-Based Awards. The Administrator may grant other stock-based awards that are payable in, valued in whole or in part by reference to, or otherwise based on our common stock, including, without limitation, dividend equivalent rights.

Director Awards

Each non-employee director is eligible to receive discretionary grants of awards under the 2026 Plan. If the Board or the compensation committee separately adopts a compensation policy covering some or all non-employee directors that provides for a predetermined formula that specifies the type of award, the timing of the applicable date of grant and the number of shares of Common Stock to be awarded under the terms of the 2026 Plan, that formula will be incorporated by reference into the 2026 Plan and will be administered as if provided under the terms of the 2026 Plan without any requirement that the Administrator separately take action to determine the terms of those non-employee director awards.

No Repricing of Options or Stock Appreciation Rights

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awards upon changes in capitalization, exchanging or cancelling awards upon a merger, consolidation, or recapitalization, or substituting awards for awards granted by other entities, to the extent permitted by the 2026 Plan.

Vesting; Termination of Service

The Administrator, in its sole discretion, may determine at the time of grant or at any time thereafter that an award will be immediately vested in whole or in part, or that all or any portion may not be vested until a date, or dates, subsequent to its grant date, or until the occurrence of one or more specified events, subject in any case to the terms of the 2026 Plan. If the Administrator imposes conditions upon vesting, then, subsequent to the grant date, the Administrator may, in its sole discretion, accelerate the date on which all or any portion of the award may be vested, including upon a Change in Control. The Administrator may impose on any award, at the time of grant or thereafter, such additional terms and conditions as the Administrator determines, including terms requiring forfeiture of awards in the event of a participant’s termination of service or in the event that a participant engages in certain activities that are harmful to the Company (i.e., for Cause (as defined in the 2026 Plan)). In general, unless otherwise provided in an award agreement, unvested awards are forfeited upon a termination of service, and vested options and stock appreciation rights are exercisable during the periods set forth in the 2026 Plan or otherwise in the applicable award agreement.

Change in Control and Other Corporate Transactions

In the event of a Change in Control (as defined in the 2026 Plan) or certain other significant corporate transactions, outstanding awards will be treated as the Administrator determines in its discretion. The Administrator may arrange for continuation or assumption of awards, or substitution of equivalent awards of the surviving entity or its parent; cancel awards in exchange for cash or securities in an amount equal to the value of vested awards, or to the difference between the value of the underlying shares of Common Stock, and the exercise price for vested options and stock appreciation rights; or cancel outstanding awards without payment of any consideration, in which case participants will be given a period during which to exercise their awards prior to the transaction.

Clawback; Recoupment

The Company may clawback or recoup all or any portion of any shares or cash paid to a participant in connection with an award, in accordance with the terms of any clawback or recoupment policy, as set forth in the 2026 Plan and approved by the Board from time to time as well as in compliance with the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Sarbanes-Oxley Act of 2002, and Section 10D(a) of the Exchange Act.

Plan Amendment or Termination

The Board or the compensation committee may amend or terminate the 2026 Plan at any time. However, stockholder approval will be required for any amendment to the extent necessary to comply with applicable law or securities exchange listing standards. In addition, the Board or the compensation committee may amend awards granted under the 2026 Plan, but no amendment may impair the rights of a participant under any outstanding award without his or her consent. The 2026 Plan will remain in effect until, and terminate on, the day before the tenth anniversary of its effective date, unless earlier terminated by the Board or the compensation committee pursuant to the terms of the 2026 Plan.

Outstanding Equity Awards at Fiscal 2025 Year-End

 

Name

  Number of Shares or Units of
Stock That Have Not Vested (#)
(1)
    Market Value of Shares or Units
of Stock That Have Not Vested
($)
 

Tommy Wentroth

    451,211       — (1) 

 

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(1)

Consists of 451,211 shares of restricted Class A Common Stock received upon the cancelation and conversion of incentive units granted by CPH prior to the Business Combination. One-third of the shares of restricted Class A Common Stock vest on each of December 9, 2027, 2028 and 2029, respectively, subject to continued service with the Company.

Non-Employee Director Compensation

Director Compensation Program

Prior to the Closing of the Business Combination, the Company had not adopted a formal policy or plan to compensate its directors. Mr. Edgar served as a member of the Company’s board of directors during 2025 and received no additional compensation for his service. See the section titled “Executive Compensation – Summary Compensation Table” for more information about Mr. Edgar’s compensation for the fiscal year ended December 31, 2025.

Awards to Directors Following the Business Combination

Following the Closing of the Business Combination, on April 8, 2026, Mr. Heyer received an award of 200,000 restricted stock units pursuant to the Business Combination Agreement. Such restricted stock units vest one-half on each of the first two anniversaries of the date of grant, subject to continued service with the Company through the applicable vesting date.

On April 20, 2026, the Board granted to the non-employee directors of the Company the following awards of restricted stock (the “Director Grants”) under the 2026 Plan as compensation for service on the Board:

 

     Shares of Restricted Stock  
Name    Class A
Common Stock
     Class B
Common Stock
 

Ned N. Fleming, III

     —         144,000  

Mark R. Matteson

     —         96,000  

David Rees-Jones

     —         48,000  

Brett Johnston

     —         48,000  

Charles E. Owens

     —         48,000  

Noreen E. Skelly

     —         48,000  

William Holden

     48,000        —   

Andrew Heyer

     48,000        —   

The shares of restricted stock vest (i) two-thirds on the second anniversary of the date of grant and (ii) one-third on the third anniversary of the date of grant, subject to continued service with the Company through the applicable vesting date.

 

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of shares of Common Stock, as of May 5, 2026, by:

 

  •  

each person known by the Company to be the beneficial owner of more than 5% of a class of voting securities;

 

  •  

each of the Company’s executive officers and directors; and

 

  •  

all executive officers and directors of the Company as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within sixty (60) days.

The beneficial ownership of shares of the Company Common Stock is based on the following as of May 5, 2026: (i) 47,455,043 shares of Class A Common Stock issued and outstanding, (ii) 24,146,609 shares of Class B Common Stock issued and outstanding, (iii) 26,000 shares of Series A Preferred Stock issued and outstanding, (iv) 473,800 Warrants issued and outstanding, and (v) 2,525,094 Pre-Funded Warrants issued and outstanding.

 

Name of Beneficial Owners(1)    Shares of Class A
Common Stock
     Percentage of
Class A
Common Stock
    Shares of
Class B
Common Stock
     Percentage of
Class B
Common
Stock
    Combined
Voting
Power(2)
 

Five Percent Holders of Company

            

FMR LLC(3)

     6,162,009        13.0 %      —         —        2.1 % 

Alyeska Master Fund, LP(4)

     4,698,049        9.9 %      —         —        1.6 % 

Harraden Circle Investors, LP(5)

     4,384,563        9.2 %      —         —        1.5 % 

Haymaker Sponsor IV LLC(6)

     3,639,267        7.6 %      —         —        1.3 % 

Dothan Independent GP, LP(7)

     398,800        *       5,300,000        21.9 %      18.5 % 

Dothan Concrete Investors, LLC(8)

     —         —        18,414,609        76.3 %      63.7 % 

Eaglesnest Investments, LLC(9)

     5,386,567        11.4 %      —         —        1.9 % 

Directors and Executive Officers

            

Randall Edgar(10)

     5,386,567        11.4 %      —         —        1.9 % 

Ned N. Fleming, III(11)

     398,800        *       23,858,609        98.8 %      82.6 % 

Andrew R. Heyer(12)

     3,687,267        7.8 %      —         —        1.3 % 

William Holden(13)

     272,631        *       —         —        *  

Bretton Johnston(17)

     —         —        48,000        *       *  

Mark R. Matteson(14)

     —         —        96,000       
*
 
   
*
 

David Rees-Jones(17)

     —         —        48,000        *       *  

Tommy Wentroth(15)

     449,261        *       —         —        *  

Mark Jones(16)

     898,521        1.9 %      —         —        *  

Charles Owens(17)

     —         —        48,000        *       *  

Noreen Skelly(17)

     —         —        48,000        *       *  

All Company directors and executive officers as a group (11 persons)

     11,093,047        23.4 %      24,146,609        100.0 %      86.6 % 

 

*

Less than 1% of the outstanding shares.

(1) Unless otherwise noted, the business address of each of the following entities or individuals is 521 E. 2nd Street, Tulsa, Oklahoma 74120.

 

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(2) Represents the voting power with respect to all shares of Class A Common Stock and Class B Common Stock outstanding, voting as a single class. Shares of Class A Common Stock are entitled to one vote per share, and shares of Class B Common Stock are entitled to 10 votes per share.

(3) These funds and accounts are managed by direct or indirect subsidiaries of FMR LLC. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. The address of these funds and accounts is 245 Summer Street, Boston, MA 02210.

(4) Consists of (i) 4,152,751 shares of Class A Common Stock and (ii) Pre-Funded Warrants exercisable for up to 2,525,094 shares of Common Stock, subject to a 9.99% beneficial ownership limitation provision. Alyeska Investment Group, L.P., the investment manager of Alyeska Master Fund, L.P. (“Alyeska”), has voting and investment control of the shares held by Alyeska. Anand Parekh is the Chief Executive Officer of Alyeska Investment Group, L.P., and may be deemed to be the beneficial owner of such shares. Mr. Parekh, however, disclaims any beneficial ownership of the shares held by Alyeska. The registered address of Alyeska Master Fund, L.P. is at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, South Church Street George Town, Grand Cayman, KY1-1104, Cayman Islands. Alyeska Investment Group, L.P. is located at 77 W. Wacker, Suite 700, Chicago IL 60601.

(5) Based on the Schedule 13D/A and Form 4s filed by Harraden. Consists of shares held by Harraden Circle Investors, LP (“Harraden Fund”), Harraden Circle Special Opportunities, LP (“Harraden Special Op Fund”), Harraden Circle Strategic Investments, LP (“Harraden Strategic Fund”), and Harraden Circle Concentrated, LP (“Harraden Concentrated Fund”). Harraden Circle Investors GP, LP (“Harraden GP”) is the general partner to Harraden Fund, Harraden Special Op Fund, Harraden Strategic Fund, and Harraden Concentrated Fund, and Harraden Circle Investors GP, LLC (“Harraden LLC”) is the general partner of Harraden GP. Harraden Circle Investments, LLC (“Harraden Adviser”) serves as investment manager to Harraden Fund, Harraden Special Op Fund, Harraden Strategic Fund, and Harraden Concentrated Fund. Frederick V. Fortmiller, Jr. (“Mr. Fortmiller”) is the managing member of each of Harraden LLC and Harraden Adviser. In such capacities, each of Harraden GP, Harraden LLC, Harraden Adviser and Mr. Fortmiller may be deemed to indirectly beneficially own the Shares reported herein directly beneficially owned by Harraden Fund, Harraden Special Op Fund, Harraden Strategic Fund, and Harraden Concentrated Fund, however, each of Harraden GP, Harraden LLC, Harraden Adviser, and Mr. Fortmiller disclaims beneficial ownership of the shares reported herein except to the extent of his or its pecuniary interest therein.

(6) Consists of (i) 75,000 Warrants and (ii) 3,564,267 shares of Class A Common Stock held by Sponsor. Steven J. Heyer and Andrew R. Heyer are managing members of the Sponsor and have voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by the Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. The principal business address of Sponsor is 501 Madison Avenue, Floor 5, New York, NY 10022.

(7) Consists of shares of Class A Common Stock issuable upon the exercise of 398,800 Warrants and 5,300,000 shares of Class B Common Stock. Dothan Sponsor, LLC (“Dothan Sponsor”) is the general partner of Dothan Independent. Ned N. Fleming, III, the Company’s Executive Chairman, is the sole manager of Dothan Sponsor. Each of Dothan Sponsor and Mr. Fleming may be deemed to beneficially own securities of Company held by Dothan Independent. Each such person and entity disclaims beneficial ownership of such securities except to the

 

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extent of his or its pecuniary interest therein. The address for Mr. Fleming, Dothan Sponsor and Dothan Independent is c/o SunTx Capital Management, 5420 LBJ Freeway, Suite 950, Dallas, Texas 75240.

(8) Dothan Concrete Manager is the managing member of Dothan Concrete. The manager of Dothan Concrete Manager is SunTx Capital Management. Ned N. Fleming, III, the Company’s Executive Chairman, is the sole shareholder and director of SunTx Capital Management. Each of Dothan Concrete Manager, SunTx Capital Management and Mr. Fleming may be deemed to beneficially own securities of the Company held by Dothan Concrete. Each such entity and person disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein. The address of each of Mr. Fleming, SunTx Capital Management and Dothan Concrete Manager is c/o SunTx Capital Management, 5420 LBJ Freeway, Suite 950, Dallas, Texas 75240.

(9) Consists of (i) up to 577,777 shares of Class A Common Stock issuable upon conversion of 10,400 shares of Series A Preferred Stock and (ii) 4,808,790 shares of Class A Common Stock. Eaglesnest is controlled by Randall Edgar, the Chief Executive Officer and a director of Company. Mr. Edgar may be deemed to beneficially own securities of Company held by Eaglesnest. Mr. Edgar disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The address for Eaglesnest is 405 N. Main St. 6E, Tulsa, OK 74103.

(10) Consists of shares of Class A Common Stock held by Eaglesnest. See footnote 9 above.

(11) Includes (i) shares of Class B Common Stock held by Dothan Independent and Dothan Concrete, (ii) shares of Class A Common Stock issuable upon the exercise of 398,800 Warrants held by Dothan Independent and (iii) 144,000 restricted shares of Class B Common Stock that vest 96,000 shares on April 20, 2028 and 48,000 shares on April 20, 2029. See footnotes 7 and 8 above.

(12) Consists of (i) 75,000 Warrants and 3,564,267 shares of Class A Common Stock held by Sponsor and (ii) 48,000 restricted shares of Class A Common Stock that vest 32,000 on April 20, 2028 and 16,000 shares on April 20, 2029.

(13) Consists of (i) 224,631 shares of fully vested restricted Class A Common Stock and (ii) 48,000 restricted shares of Class A Common Stock that vest 32,000 on April 20, 2028 and 16,000 shares on April 20, 2029.

(14) Consists of 96,000 restricted shares of Class B Common Stock that vest 64,000 shares on April 20, 2028 and 32,000 shares on April 20, 2029.

(15) Consists of 449,261 shares of restricted Class A Common Stock, one-third of such vest on each of December 9, 2027, 2028 and 2029, respectively, subject to continued service with the Company.

(16) Consists of 898,521 shares of restricted Class A Common Stock, one-third of such vest on each of December 9, 2027, 2028 and 2029, respectively, subject to continued service with the Company.

(17) Consists of 48,000 restricted shares of Class B Common Stock that vest 32,000 shares on April 20, 2028 and 16,000 shares on April 20, 2029.

 

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DESCRIPTION OF SECURITIES

The following summary of certain provisions of our securities does not purport to be complete and is subject to the Certificate of Incorporation, the Bylaws and the provisions of applicable law.

Capital Stock

Authorized Capitalization

General

The total amount of our authorized capital stock consists of 400,000,000 shares of Class A Common Stock, par value $0.0001 per share, 100,000,000 shares of Class B Common Stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”), of which 26,000 shares were designated as Series A Preferred Stock.

As of May 5, 2026, 47,455,043 shares of Class A Common Stock, 24,146,609 shares of Class B Common Stock, 26,000 shares of Series A Preferred Stock, 473,800 Warrants and 2,525,094 Pre-Funded Warrants were issued and outstanding.

The following summary describes all material provisions of our capital stock.

Preferred Stock

Our Board has authority to issue shares of the Preferred Stock in one or more series, to fix for each such series such voting powers, designations, preferences, qualifications, limitations or restrictions thereof, including dividend rights, conversion rights, redemption privileges and liquidation preferences for the issue of such series all to the fullest extent permitted by the DGCL. The issuance of the Preferred Stock could have the effect of decreasing the trading price of the Class A Common Stock, restricting dividends on our capital stock, diluting the voting power of the Class A Common Stock, impairing the liquidation rights of the Class A Common Stock, or delaying or preventing a change in control.

Series A Convertible Perpetual Preferred Stock

We have designated 26,000 shares of our Preferred Stock as Series A Preferred Stock, par value of $0.0001 per share. On April 8, 2026, we filed a Certificate of Designation for the Series A Convertible Perpetual Preferred Stock with the Secretary of State of the State of Delaware establishing the rights, preferences, privileges, qualifications, restrictions and limitations relating to the Series A Preferred Stock. The stated value (the “Stated Value”) of the Series A Preferred Stock is $1,000 per share.

Voting Rights

Each holder of Series A Preferred Stock generally has no voting rights except as required by applicable law. However, for so long as any shares remain outstanding, we may not, without the prior written consent or affirmative vote of at least a majority of the outstanding shares of Series A Preferred Stock, (i) amend, alter or repeal any provision of the Certificate of Incorporation or Bylaws that would materially and adversely affect the Series A Preferred Stock disproportionately; (ii) increase or decrease the authorized number of shares of Series A Preferred Stock; (iii) create, authorize or issue any class or series of stock that ranks senior to the Series A Preferred Stock as to dividend rights or rights upon the liquidation, winding up and dissolution (“Senior Stock”) or any class or series of stock that ranks equally with the Series A Preferred Stock as to dividend rights and rights upon the liquidation, winding up and dissolution (“Parity Stock”) (or securities convertible into or exercisable for such stock), or reclassify capital stock into Parity Stock or Senior Stock; or (iv) alter or change the rights, preferences, privileges or powers of the Series A Preferred Stock so as to adversely affect it.

 

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Dividend Rights

Each holder of Series A Preferred Stock is entitled to receive cumulative dividends, whether or not declared by the Board, at an initial annual rate of nine percent (9%), applied to the Stated Value plus all previously accrued but unpaid dividends. Dividends accrue from the date of initial issuance of shares of Series A Preferred Stock and are compounded quarterly on the last day of each calendar quarter. Dividends are payable quarterly on or before the tenth day following the required delivery date of our quarterly compliance certificate under our Amended Credit Agreement, or if no such delivery is required, the last day of each calendar quarter.

So long as any shares of Series A Preferred Stock are outstanding and full cumulative dividends for all past dividend periods have not been paid or declared and set aside, no dividends or distributions may be declared, paid or set aside on the Class A Common Stock, the Class B Common Stock and any other class or series of stock that ranks junior to the Series A Preferred Stock as to dividend rights and rights upon the liquidation, winding up and dissolution (“Junior Stock”) (other than dividends payable solely in shares of Junior Stock), and no shares of Junior Stock or Parity Stock may be purchased, redeemed or otherwise acquired for consideration by us.

Conversion Rights

Each holder of Series A Preferred Stock has the right to convert all or any portion of its Series A Preferred Stock into shares of our Class A Common Stock. The number of shares of Class A Common Stock issuable upon conversion is determined by dividing the Stated Value of the converted shares by the greater of (i) the floor price of $18.00 per share (subject to equitable adjustment for stock splits, combinations and similar events) and (ii) the volume-weighted average price of the Common Stock for the five consecutive trading days ending on and including the trading day immediately preceding the conversion date.

Preemptive Rights

The shares of Series A Preferred Stock do not have any preferences or relative, participating, optional or other special rights, other than those specifically set forth in the Certificate of Designation and Certificate of Incorporation. The shares of Series A Preferred Stock do not have preemptive rights.

Liquidation Preference

In the event of any voluntary or involuntary liquidation, dissolution or winding up by us of the Company, holders of Series A Preferred Stock are entitled to receive, out of assets legally available for distribution and before any payment to holders of Junior Stock, an amount per share equal to the Stated Value plus all accrued and unpaid dividends (“Liquidation Preference”).

Redemption Rights

We may, at our option, redeem any or all outstanding shares of Series A Preferred Stock at any time on or after the original issuance date on a pro-rata basis among holders, at a cash redemption price per share equal to the Liquidation Preference on the redemption date. We provide at least ten days prior written notice of any redemption.

Sinking Fund

The Series A Preferred Stock is not subject to the operation of a sinking fund.

Common Stock

Our Common Stock is not entitled to preemptive or other similar subscription rights to purchase any of our securities. Our Common Stock is neither convertible nor redeemable. Unless the Board determines otherwise, we will issue all of the Class A Common Stock in uncertificated form.

 

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Voting Rights

Each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to 10 votes per share on each matter submitted to a vote of stockholders, as provided by the Certificate of Incorporation. The Bylaws provide that the holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, will constitute a quorum at all meetings of the stockholders for the transaction of business. When a quorum is present, the affirmative vote of a majority of the votes cast is required to take action, unless otherwise specified by law, the Bylaws or the Certificate of Incorporation, and except for the election of directors, which is determined by a plurality vote. There are no cumulative voting rights.

Dividend Rights

Each holder of shares of Common Stock is entitled to the payment of dividends and other distributions as may be declared by the Board from time to time out of our assets or funds legally available for dividends or other distributions. These rights are subject to the preferential rights of the holders of Preferred Stock, if any, and any contractual limitations on our ability to declare and pay dividends.

Other Rights

Each holder of Common Stock is subject to, and may be adversely affected by, the rights of the holders of any series of Preferred Stock that we may designate and issue in the future.

Liquidation Rights

If we are involved in voluntary or involuntary liquidation, dissolution or winding up of our affairs, or a similar event, each holder of Common Stock will participate pro rata in all assets remaining after payment of liabilities, subject to prior distribution rights of Preferred Stock, if any, then outstanding.

Warrants

Each whole Warrant entitles the registered holder to purchase one Class A Common Stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the closing of our Business Combination. Pursuant to the Warrant Agreement, a warrant holder may exercise its Warrants only for a whole number of shares of Class A Common Stock.

The Warrants will expire five years after the completion of our Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

We will not be obligated to deliver any Class A Common Stock pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the Class A Common Stock underlying the Warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No Warrant will be exercisable and we will not be obligated to issue a Class A Common Stock upon exercise of a Warrant unless the Class A Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant will not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will we be required to net cash settle any Warrant.

We have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our Business Combination, we will use our commercially reasonable efforts to file with the SEC a registration

 

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statement covering the registration, under the Securities Act, of the Class A Common Stock issuable upon exercise of the Warrants and thereafter will use our commercially reasonable efforts to cause the same to become effective within 60 business days following our Business Combination and to maintain a current prospectus relating to the Class A Common Stock issuable upon exercise of the Warrants, until the expiration of the Warrants in accordance with the provisions of the Warrant Agreement. If a registration statement covering the Class A Common Stock issuable upon exercise of the Warrants is not effective by the sixtieth (60th) business day after the closing of our Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A Common Stock are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

A holder of a Warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (as specified by the holder) of the Class A Common Stock outstanding immediately after giving effect to such exercise.

The Warrants have certain anti-dilution and adjustments rights upon certain events.

The Warrants were issued in registered form under the Warrant Agreement. The Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, and that all other modifications or amendments will require the vote or written consent of the holders of at least 50% of the then outstanding Warrants.

The Warrants may be exercised upon surrender of the Warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of Warrants being exercised. The warrant holders do not have the rights or privileges of holders of Class A Common Stock and any voting rights until they exercise their Warrants and receive Class A Common Stock. After the issuance of Class A Common Stock upon exercise of the Warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by shareholders.

No fractional shares will be issued upon exercise of the Warrants. If, upon exercise of the Warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of Class A Common Stock to be issued to the warrant holder.

Certain Provisions of the Certificate of Incorporation and Bylaws

The Certificate of Incorporation and Bylaws of the Company contain certain provisions that may delay, defer or prevent a change in control of the Company.

Dual Class Structure

The Certificate of Incorporation provides for a dual class structure, under which each share of our Class A Common Stock has one vote per share and each share of our Class B Common Stock has ten votes per share.

 

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Authorized but Unissued Capital Stock

The Certificate of Incorporation authorizes shares of Class A Common Stock, Class B Common Stock and Preferred Stock that are unissued and unreserved.

Classified Board

The Certificate of Incorporation and Bylaws classify the Board of Directors into three classes of directors as nearly equal in number as possible, each of which will serve for three years, with one class of directors being elected each year.

Removal of Directors; Vacancies

The Certificate of Incorporation provides that directors may be removed with or without cause upon the affirmative vote of a majority in voting power of all then-outstanding shares of stock entitled to vote thereon, voting together as a single class; provided, however, that once no shares of our Class B Common Stock remain outstanding, directors may only be removed for cause, and then only by the affirmative vote of holders of at least 66 2/3% in voting power of all the then-outstanding shares of stock entitled to vote thereon, voting together as a single class. In addition, the Certificate of Incorporation provides that, subject to the rights granted to one or more series of preferred stock then outstanding, if any, any vacancies on our board of directors may be filled only by the affirmative vote of a majority of the remaining directors, even if less than a quorum, by a sole remaining director or by the stockholders; provided, however, that once no shares of our Class B Common Stock remain outstanding, any newly created directorship on our board of directors that results from an increase in the number of directors and any vacancy occurring on our board of directors may only be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director and not by stockholders.

Special Meetings

The Certificate of Incorporation and Bylaws provide that special meetings of our stockholders may be called only by the Chairman of the Board, Chief Executive Officer, the board of directors or at the request of the holders of 25% of the Class B Common Stock. The Bylaws prohibit the conduct of any business at a special meeting other than as specified in the notice for such meeting.

Advance Notice Requirement

The Bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of our board of directors or a committee thereof. In order for any matter to be “properly brought” before a meeting, a stockholder will have to comply with advance notice requirements and provide us with certain information. Generally, to be timely, a stockholder’s notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the immediately preceding annual meeting of stockholders. The Bylaws also specify requirements as to the form and content of a stockholder’s notice. The Bylaws allow the chairman of the meeting at a meeting of the stockholders to adopt rules and regulations for the conduct of meetings that may have the effect of precluding the conduct of certain business at a meeting if such rules and regulations are not followed.

Business Combinations

The Certificate of Incorporation provides that we may not engage in certain “business combinations” with any “interested stockholder” for a three-year period following the time that such stockholder became an interested stockholder, unless:

 

  •  

prior to such time, our board of directors approved either the business combination or the transaction which resulted in such stockholder becoming an interested stockholder;

 

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  •  

upon consummation of the transaction that resulted in such stockholder becoming an interested stockholder, such stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or

 

  •  

at or subsequent to such time, the business combination is approved by our board of directors and by the affirmative vote of holders of at least 66 2/3% of our outstanding voting stock that is not owned by such stockholder.

No Cumulative Voting

The Certificate of Incorporation does not authorize cumulative voting.

Limitation of Liability of Directors and Officers

The Certificate of Incorporation generally provides that, to the fullest extent permitted by the DGCL, no director or officer shall be liable to the Company or its stockholders for monetary damages for breach of certain fiduciary duties as a director or officer. Under the DGCL, a director’s liability may not be eliminated:

 

  •  

for any breach(es) of the director’s duty of loyalty to us or to our stockholders;

 

  •  

for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

 

  •  

for certain unlawful dividend payments or stock redemptions or repurchases; and

 

  •  

for any transaction from which the director or officer derives an improper personal benefit.

The effect of this provision is to restrict the rights of the Company and its stockholders to recover monetary damages against a director or officer for breach of certain fiduciary duties as a director.

Supermajority Voting

The Certificate of Incorporation and the Bylaws provide that our board of directors is expressly authorized to make, alter, amend, change, add to, rescind or repeal, in whole or in part, the Bylaws without a stockholder vote in any matter. For as long as shares of our Class B common stock remain outstanding, any alteration, amendment, change, addition, rescission or repeal of the Bylaws by our stockholders requires the affirmative vote of a majority in voting power of the outstanding shares of our stock present in person or represented by proxy and entitled to vote on such alteration, amendment, change, addition, rescission or repeal. Once no shares of our Class B common stock remain outstanding, any alteration, amendment, change, addition, rescission or repeal of the Bylaws by our stockholders requires the affirmative vote of the holders of at least 66 2/3% in voting power of all the then-outstanding shares of our stock entitled to vote thereon, voting together as a single class.

The Certificate of Incorporation provides that once no shares of our Class B common stock remain outstanding, certain provisions of the Certificate of Incorporation may be altered, amended, changed, added to, rescinded or repealed only by the affirmative vote of the holders of at least 66 2/3% in voting power of all the then-outstanding shares of our stock entitled to vote thereon, voting together as a single class.

Exclusive Forum Clause

The Bylaws contain a forum selection clause that provides that unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any claims under the Securities Act of 1933, as amended.

Purchaser Holdco Shares

Pursuant to the Certificate of Incorporation of Purchaser HoldCo, the total number of shares of stock that Purchaser HoldCo shall have authority to issue is 10,000,000, consisting of 9,000,000 shares of Class A Common

 

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Stock, $0.0001 par value per share (the “HoldCo Class A Common Shares”) and 1,000,000 shares of Class B Common Stock, $0.0001 par value per share (the “HoldCo Class B Common Shares,” and together with the Class A Common Stock, the “HoldCo Common Shares”).

On May 5, 2026, 7,403,459 HoldCo Class A Common Shares were issued and outstanding, all of which are held by the Company, and 69,511 HoldCo Class B Common Shares were issued and outstanding, all of which are held by one of the Sellers in the Hope Acquisition.

The HoldCo Class B Shares are nonvoting and have no dividend or liquidation rights. The HoldCo Class B Shares are exchangeable on a 10-to-1 basis for an aggregate of 695,110 shares of Class A Common Stock of Suncrete on the terms and subject to the conditions set forth in the Hope Exchange Agreement.

 

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SELLING HOLDERS

This prospectus relates in part to the offer and sale from time to time, by the stockholders identified in the table below, who we refer to in this prospectus as the “Selling Holders” and their respective transferees, pledgees, donees, assignees or other successors (each also a Selling Holders for purposes of this prospectus), of (i) up to 23,446,646 shares of our Class A Common Stock held by certain Selling Holders, (ii) up to 23,714,609 shares of Class A Common Stock issuable upon the conversion of 23,714,609 shares of our Class B Common Stock held by certain Selling Holders, (iii) up to 473,800 shares of Class A Common Stock underlying the Warrants, (iii) 2,525,094 shares of Class A Common Stock underlying Pre-Funded Warrants, (iv) up to 1,444,445 shares of Class A Common Stock issuable upon conversion of 26,000 shares of Series A Preferred Stock held by certain Selling Holders, (v) up to 695,110 shares of Class A Common Stock issuable upon the exchange of the Holdco Rollover Securities, and (vi) 473,800 Warrants held by certain Selling Holders. The Selling Holders identified below may currently hold or additional securities of the Company.

The percent of beneficial ownership for the Selling Holders is based on 47,455,043 shares of Class A Common Stock outstanding and 24,146,609 shares of Class B Common Stock outstanding as of May 5, 2026. Beneficial ownership is determined in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to such securities. Except as otherwise indicated, each Selling Holders listed below has sole voting and investment power with respect to the shares of our Common Stock beneficially owned by it.

Information concerning the Selling Holders may change from time to time and any changed information will be set forth in supplements to this prospectus, if and when necessary. “Selling Holders” includes the holders set forth below and any donees, pledgees, transferees or other successors-in-interest selling shares or Warrant received after the date of this prospectus from the Selling Holders as a gift, pledge, or other non-sale related transfer.

The Selling Holders are not obligated to sell any of the securities offered by this prospectus. Because each Selling Holder identified in the table below may sell some or all of the securities owned by it that are included in this prospectus, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of such securities, no estimate can be given as to the number of securities covered by this prospectus that will be held by the Selling Holders. Except as set forth in the footnotes below, the business address for each person is c/o Suncrete, Inc., 521 E. 2nd Street, Tulsa, Oklahoma 74120.

 

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In addition, subject to the registration rights agreements described below, each Selling Holder may sell, transfer or otherwise dispose of, at any time and from time to time, our securities it holds in transactions exempt from the registration requirements of the Securities Act after the date on which the Selling Holders provided the information set forth on the table below. Therefore, for purposes of the following table we have assumed that each Selling Holder will sell all of the securities beneficially owned by it that are covered by this prospectus and will not acquire any additional securities of the Company.

 

     Number of Shares of Class A Common
Stock Beneficially Owned
    Maximum
Number of
Shares of
Class A
Common
Stock Offered
     Number of Shares of Class A Common
Stock Beneficially Owned After the
Offered Shares Are Sold
 

Name of Selling Holder

   Number of
Shares of
Class A
Common
Stock
Beneficially
Owned (#)(1)
     Percentage
of Class A
Common
Stock
Beneficially
Owned
(%)(2)
    Total
Voting
Power of
Class A
Common
Stock
and Class B
Common
Stock(3)
(%)
    Offered (#)      Number of
Shares of
Class A
Common
Stock
Beneficially
Owned (#)(4)
     Percentage
of Class A
Common
Stock
Beneficially
Owned (%)
    Total Voting
Power of
Class A
Common
Stock and
Class B
Common
Stock (%)(3)
 

Haymaker Sponsor IV LLC(5)

     3,639,267        7.7 %      1.3 %      3,639,267        –         –        –   

Dothan Independent GP, LP(6)

     5,698,800        12.0 %      2.0 %      5,698,800        –         –        –   

Dothan Concrete Investors, LLC(7)

     18,414,609        38.8 %      6.4 %      18,414,609        –         –        –   

Eaglesnest Investments, LLC(8)

     5,386,567        11.4 %      1.9 %      5,386,567        –         –        –   

Barber Properties, LLC(9)

     2,019,963        4.3 %      *       216,666        1,803,297        3.8 %      *  

Barber Family, LLC(10)

     673,321        1.4 %      *       72,222        601,099        1.3 %      *  

The John M. Walker Revocable Trust(11)

     2,693,284        5.7 %      *       288,888        2,404,396        5.1 %      *  

Robert M. and Mary Ann Sharp Trust dated December 8, 2017(12)

     1,346,642        2.8 %      *       144,444        1,202,198        2.5 %      *  

Mark Sharp(13)

     1,346,642        2.8 %      *       144,444        1,202,198        2.5 %      *  

FIAM Target Date Small Cap Opportunities Fund Diversified B Sub(14)

     146,426        *       *       146,426        –         –        –   

Fidelity Trend Fund: Fidelity Trend Fund(14)

     1,007,182        2.1 %      *       1,007,182        –         –        –   

Fidelity Securities Fund: Fidelity Small Cap Growth Fund(14)

     1,403,380        3.0 %      *       1,403,380        –         –        –   

 

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     Number of Shares of Class A Common
Stock Beneficially Owned
     Maximum
Number of
Shares of
Class A
Common
Stock Offered
     Number of Shares of Class A Common
Stock Beneficially Owned After the
Offered Shares Are Sold
 

Name of Selling Holder

   Number of
Shares of
Class A
Common
Stock
Beneficially
Owned (#)(1)
     Percentage
of Class A
Common
Stock
Beneficially
Owned
(%)(2)
    Total
Voting
Power of
Class A
Common
Stock
and Class B
Common
Stock(3)
(%)
     Offered (#)      Number of
Shares of
Class A
Common
Stock
Beneficially
Owned (#)(4)
     Percentage
of Class A
Common
Stock
Beneficially
Owned (%)
     Total Voting
Power of
Class A
Common
Stock and
Class B
Common
Stock (%)(3)
 

Fidelity Securities Fund: Fidelity Small Cap Growth K6 Fund(14)

     711,675        1.5 %      *        711,675        –         –         –   

Fidelity Select Portfolios: Fidelity Environment and Alternative Energy Fund(14)

     145,300        *       *        145,300        –         –         –   

Fidelity Concord Street Trust: Fidelity Small Cap Stock K6 Fund(14)

     4,200        *       *        4,200        –         –         –   

Fidelity Concord Street Trust: Fidelity Small Cap Stock Fund(14)

     281,400        *       *        281,400        –         –         –   

Fidelity Capital Trust: Fidelity Stock Selector Small Cap Fund - Diversified B Subportfolio(14)

     748,818        1.6 %      *        748,818        –         –         –   

Fidelity Securities Fund: Fidelity Series Small Cap Opportunities Fund Diversified B Sub(14)

     556,328        1.2 %      *        556,328        –         –         –   

Fidelity Global Small-Mid Cap Equity Fund - Sub A(14)

     3,000        *       *        3,000        –         –         –   

Fidelity Mt. Vernon Street Trust: Fidelity Growth Strategies K6 Fund(14)

     233,900        *       *        233,900        –         –         –   

 

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Table of Contents
    Number of Shares of Class A Common
Stock Beneficially Owned
    Maximum
Number of
Shares of
Class A
Common
Stock Offered
    Number of Shares of Class A Common
Stock Beneficially Owned After the
Offered Shares Are Sold
 

Name of Selling Holder

  Number of
Shares of
Class A
Common
Stock
Beneficially
Owned (#)(1)
    Percentage
of Class A
Common
Stock
Beneficially
Owned
(%)(2)
    Total
Voting
Power of
Class A
Common
Stock
and Class B
Common
Stock(3) (%)
    Offered (#)     Number of
Shares of
Class A
Common
Stock
Beneficially
Owned (#)(4)
    Percentage
of Class A
Common
Stock
Beneficially
Owned (%)
     Total Voting
Power of
Class A
Common
Stock and
Class B
Common
Stock (%)(3)
 

Fidelity Mt. Vernon Street Trust: Fidelity Growth Strategies Fund(14)

    920,400       1.9 %      *       920,400       –        –         –   

Alyeska Master Fund, L.P.(15)

    4,698,049       9.9 %      1.6 %      6,666,667       –        –         –   

Ophir Global Opportunities Fund(16)

    1,500,000       3.2 %      *       1,500,000       –        –         –   

Polar Micro-Cap Fund(17)

    361,400       *       *       361,400       –        –         –   

Polar Micro-Cap Fund II L.P.(18)

    638,600       1.4 %      *       638,600       –        –         –   

HIF Solitude Ltd.(19)

    153,710       *       *       153,710       –        –         –   

Monashee Pure Alpha SPV I L.P.(20)

    152,626       *       *       152,626       –        –         –   

Mission Pure Alpha Master L.P.(21)

    193,664       *       *       193,664       –        –         –   

Tyro Absolute Return Fund, L.P.(22)

    183,500       *       *       183,500       –        –         –   

Tyro Absolute Return Fund II, L.P.(23)

    843,997       1.8 %      *       816,500       27,497       *        *  

Linmar Capital Fund, LP(24)

    300,000       *       *       300,000       –        –         –   

Veradace Partners L.P.(25)

    250,000       *       *       250,000       –        –         –   

Foley Bros., LLC(26)

    695,110       1.5 %      *       695,110       –        –         –   

Michael Mikytuck(27)

    220,007       *       *       220,007       –        –         –   

 

*

Indicates less than one percent.

(1)

Represents shares of Class A Common Stock, including the shares of Class A Common Stock that may be issued upon the conversion of the outstanding shares of Class B Common Stock, the exercise of the Warrants and the Pre-Funded Warrants, the conversion of the Series A Preferred Stock, and exchange of the HoldCo Class B Common Shares.

(2)

The percentage of beneficial ownership for the Selling Holders is based on 47,455,043 shares of Class A Common Stock outstanding and 24,146,609 shares of Class B Common Stock outstanding as of May 5, 2026.

 

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(3)

Represents the voting power with respect to all shares of Class A Common Stock and Class B Common Stock outstanding, voting as a single class. Shares of Class A Common Stock are entitled to one vote per share, and shares of Class B Common Stock are entitled to 10 votes per share.

(4)

We do not know when or in what amounts the Selling Holders will offer shares for sale, if at all. The Selling Holders may sell any or all of the shares covered by this prospectus. Because the Selling Holders may offer all or some of the shares from time to time pursuant to this prospectus, we cannot estimate the number of shares that will be held by the Selling Holders after completion of the offering. However, for purposes of this table, we have assumed that after completion of the offering, none of the shares covered by this prospectus will be held by the Selling Holders.

(5)

Consists of (i) shares of Class A Common Stock issuable upon the exercise of 75,000 private placement warrants and (ii) 3,564,267 shares of Class A Common Stock held by the Sponsor. Steven J. Heyer and Andrew R. Heyer are managing members of the Sponsor and have voting and investment discretion with respect to the securities held of record by the Sponsor. The principal business address of Sponsor is 501 Madison Avenue, Floor 5, New York, New York 10022.

(6)

Consists of (i) shares of Class A Common Stock issuable upon the exercise of 398,800 Warrants and (ii) 5,300,000 shares of Class B Common Stock. The shares of Class B Common Stock are convertible into shares of Class A common stock at any time at the option of the holder or upon any transfer. Dothan Sponsor is the general partner of Dothan Independent. Ned N. Fleming, III, the Company’s Executive Chairman, is the sole manager of Dothan Sponsor. The address for Mr. Fleming, Dothan Sponsor and Dothan Independent is c/o SunTx Capital Management Corp., 5420 LBJ Freeway, Suite 950, Dallas, Texas 75240.

(7)

Consists of 18,414,609 shares of Class B Common Stock. Dothan Concrete Manager is the managing member of Dothan Concrete. The shares of Class B Common Stock are convertible into shares of Class A common stock at any time at the option of the holder or upon any transfer. The manager of Dothan Concrete is SunTx Capital Management Corp. (“SunTx Capital Management”). Ned N. Fleming, III, the Company’s Executive Chairman, is the sole shareholder and director of SunTx Capital Management. The address of each of Mr. Fleming, SunTx Capital Management and Dothan Concrete is c/o SunTx Capital Management Corp., 5420 LBJ Freeway, Suite 950, Dallas, Texas 75240.

(8)

Consists of (i) 577,777 shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock and (ii) 4,808,790 shares of Class A Common Stock. Eaglesnest is controlled by Randall Edgar, the Chief Executive Officer and a director of Company. Mr. Edgar may be deemed to beneficially own securities of Company held by Eaglesnest. Mr. Edgar disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The address for Eaglesnest is 405 N Main St. 6E, Tulsa, Oklahoma 74103.

(9)

Consists of (i) 216,666 shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock and (ii) 1,803,297 shares of Class A Common Stock. Ron Barber is the manager of Barber Properties, LLC. The address for Barber Properties, LLC is 525 S Main Street STE 800, Tulsa, Oklahoma 74103.

(10)

Consists of (i) 72,222 shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock and (ii) 601,099 shares of Class A Common Stock. Ron Barber is the manager of Barber Family, LLC. The address for Barber Family, LLC is 525 S Main Street STE 800, Tulsa, Oklahoma 74103.

(11)

Consists of (i) 288,888 shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock and (ii) 2,404,396 shares of Class A Common Stock. John M. Walker is the trustee of The John M. Walker Revocable Trust. The address for The John M. Walker Revocable Trust is 61 E. Sunbridge STE 1, Fayetteville, Arkansas 72703.

(12)

Consists of (i) 144,444 shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock and (ii) 1,202,198 shares of Class A Common Stock. Robert M. Sharp and Mary Ann Sharp are the trustees for the Robert M. and Mary Ann Sharp Trust. The address for Robert M. and Mary Ann Sharp Trust dated December 8, 2017 is 11516 S. 5th Place, Jenks, Oklahoma 74037.

(13)

Consists of (i) 144,444 shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock and (ii) 1,202,198 shares of Class A Common Stock. The address for Mark Sharp is 329 S Elm Street STE 202, Jenks, Oklahoma 74037.

(14)

These funds and accounts are managed by direct or indirect subsidiaries of FMR LLC. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family,

 

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  including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. The address of these funds and accounts is 245 Summer Street, Boston, Massachusetts 02210.
(15)

Consists of (i) 4,152,751 shares of Class A Common Stock and (ii) 2,525,094 shares of Class A Common Stock issuable upon the exercise of Pre-Funded Warrants, subject to a 9.99% beneficial ownership limitation provision. Alyeska Investment Group, L.P., the investment manager of Alyeska Master Fund, L.P. (“Alyeska”), has voting and investment control of the shares held by Alyeska. Anand Parekh is the Chief Executive Officer of Alyeska Investment Group, L.P., and may be deemed to be the beneficial owner of such shares. Mr. Parekh, however, disclaims any beneficial ownership of the shares held by Alyeska. The registered address of Alyeska Master Fund, L.P. is at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, South Church Street George Town, Grand Cayman, KY1-1104, Cayman Islands. Alyeska Investment Group, L.P. is located at 77 W. Wacker, Suite 700, Chicago Illinois 60601.

(16)

Ophir Asset Management Pty Ltd., the fund manager of Ophir Global Opportunities Fund, has voting and investment control of the shares held by Ophir Global Opportunities Fund. Steven Ng and Andrew Mitchell are directors of Ophir Asset Management Pty Ltd. and may be deemed to be the beneficial owner of such shares. Messrs. Ng and Mitchell, however, disclaim any beneficial ownership of the shares held by Ophir Global Opportunities Fund. The principal business address of Ophir Global Opportunities Fund is Level 27, Governor Phillip Tower, 1 Farrer Place, Sydney, New South Wales, 2000.

(17)

Polar Asset Management Partners Inc., the fund manager of Polar Micro-Cap Fund, has voting and investment control of the shares held by Polar Micro-Cap Fund. John Paul Sabourin is the Chief Investment Officer of Polar Asset Management Partners Inc., and may be deemed to be the beneficial owner of such shares. Mr. Sabourin, however, disclaims any beneficial ownership of the shares held by Polar Micro-Cap Fund. The principal business address of Polar Micro-Cap Fund is c/o Polar Asset Management Partners Inc., Attention: Operations and Legal Department, 16 York Street, Suite 2900, Toronto, Ontario M5J 0E6 Canada.

(18)

Polar Asset Management Partners Inc., the fund manager of Polar Micro-Cap Fund II L.P., has voting and investment control of the shares held by Polar Micro-Cap Fund II L.P. John Paul Sabourin is the Chief Investment Officer of Polar Asset Management Partners Inc., and may be deemed to be the beneficial owner of such shares. Mr. Sabourin, however, disclaims any beneficial ownership of the shares held by Polar Micro-Cap Fund II L.P. The principal business address of Polar Micro-Cap Fund II L.P. is c/o Polar Asset Management Partners Inc., Attention: Operations and Legal Department, 16 York Street, Suite 2900, Toronto, Ontario M5J 0E6 Canada.

(19)

Monashee Investment Management LLC, the manager of HIF Solitude Ltd., has voting and investment control of the shares held by HIF Solitude Ltd. Jeff Muller is the CCO and COO of Monashee Investment Management LLC, and may be deemed to be the beneficial owner of such shares. Mr. Muller, however, disclaims any beneficial ownership of the shares held by HIF Solitude Ltd. The principal business address of HIF Solitude Ltd. is c/o Monashee Investment Management LLC, 75 Park Plaza, 4th Floor, Boston, Massachusetts 02116.

(20)

Monashee Investment Management LLC, the manager of Monashee Pure Alpha SPV I L.P., has voting and investment control of the shares held by Monashee Pure Alpha SPV I L.P. Jeff Muller is the CCO and COO of Monashee Investment Management LLC, and may be deemed to be the beneficial owner of such shares. Mr. Muller, however, disclaims any beneficial ownership of the shares held by Monashee Pure Alpha SPV I L.P. The principal business address of Monashee Pure Alpha SPV I L.P. is c/o Monashee Investment Management LLC, 75 Park Plaza, 4th Floor, Boston, Massachusetts 02116.

(21)

Monashee Investment Management LLC, the manager of Mission Pure Alpha Master L.P., has voting and investment control of the shares held by Mission Pure Alpha Master L.P. Jeff Muller is the CCO and COO of Monashee Investment Management LLC, and may be deemed to be the beneficial owner of such shares.

 

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  Mr. Muller, however, disclaims any beneficial ownership of the shares held by Mission Pure Alpha Master L.P. The principal business address of Mission Pure Alpha Master L.P. is c/o Monashee Investment Management LLC, 75 Park Plaza, 4th Floor, Boston, Massachusetts 02116.
(22)

TYRO Partners LLC, the general partner of Tyro Absolute Return Fund L.P., has voting and investment control of the shares held by Tyro Absolute Return Fund L.P. Each of Daniel HS McMurtrie, D. Alex Draime and Louis A. Parks are the managing members of TYRO Partners LLC, and may each be deemed to be the beneficial owner of such shares. Each of Messrs. McMurtrie, Draime and Parks, however, disclaims any beneficial ownership of the shares held by Tyro Absolute Return Fund L.P. The principal business address of Tyro Absolute Return Fund L.P. is c/o TYRO Partners LLC, 252 NW 29th Street, 9th Floor, Miami, Florida 33127.

(23)

TYRO Partners LLC, the general partner of Tyro Absolute Return Fund II LP, has voting and investment control of the shares held by Tyro Absolute Return Fund II LP. Each of Daniel HS McMurtrie, D. Alex Draime and Louis A. Parks are the managing members of TYRO Partners LLC, and may each be deemed to be the beneficial owner of such shares. Each of Messrs. McMurtrie, Draime and Parks, however, disclaims any beneficial ownership of the shares held by Tyro Absolute Return Fund II LP. The principal business address of Tyro Absolute Return Fund II L.P. is c/o TYRO Partners LLC, 252 NW 29th Street, 9th Floor, Miami, Florida 33127.

(24)

Abraham Shamah, the general partner of Linmar Capital Fund, LP, has voting and investment control of the shares held by Linmar Capital Fund, LP, and may be deemed to be the beneficial owner of such shares. Mr. Shamah disclaims any beneficial ownership of the shares held by Linmar Capital Fund, LP. The principal business address of Linmar Capital Fund, LP is 575 Madison Ave., Suite 1601, New York, New York 10022.

(25)

Veradace Capital Management LLC is the general partner of Veradace Partners L.P. and Alex Vezendan is the portfolio manager for Veradace Capital, and may be deemed to be the beneficial owner of such shares. Mr. Vezendan disclaims any beneficial ownership of the shares held by Veradace Partners L.P. The address of Veradace Partners L.P. is 3889 Maple Ave, Ste. 220, Dallas, Texas 75219.

(26)

Represents 695,110 shares of Class A Common Stock issuable upon the exchange of Holdco Class B Common Shares received in connection with the Hope Acquisition. Timothy Foley and James Foley are managers of Foley Bros., LLC.

(27)

Represents 220,007 shares of Class A Common Stock purchased in a private placement from the Company applying a portion of the consideration received in connection with the Hope Acquisition.

 

     Warrants  

Name of Selling Holder

  

Number of Warrants
Beneficially Owned
(#)

    

Percentage
(%)(1)

   

Maximum Number
of Warrants
Offered(#)(2)

    

Warrants
Beneficially
Owned After
the Offered
Warrants are
Sold

    

Percentage
(%)

 

Haymaker Sponsor IV LLC(3)

     75,000        15.8 %      75,000        —         —   

Dothan Independent GP, LP(4)

     398,800        84.2 %      398,800        —         —   

 

*

Indicates less than one percent.

(1)

The percent of beneficial ownership for the Warrants is based on 473,800 Warrants outstanding as of May 5, 2026.

(2)

Assumes that each Selling Holder (i) will sell all of the Warrants beneficially owned by it that are covered by this prospectus and (ii) does not acquire beneficial ownership of any additional Warrants.

(3)

Consists of 75,000 Warrants held by Sponsor. Steven J. Heyer and Andrew R. Heyer are managing members of the Sponsor and have voting and investment discretion with respect to the securities held of record by the Sponsor. The principal business address of Sponsor is 501 Madison Avenue, Floor 5, New York, New York 10022.

(4)

Consists of 398,800 Warrants held by Dothan Independent. Dothan Sponsor is the general partner of Dothan Independent. Ned N. Fleming, III, the Company’s Executive Chairman, is the sole manager of Dothan Sponsor. Each of Dothan Sponsor and Mr. Fleming may be deemed to beneficially own securities of

 

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  Company held by Dothan Independent. Each such person and entity disclaims beneficial ownership of such securities except to the extent of his or its pecuniary interest therein. The address for Mr. Fleming, Dothan Sponsor and Dothan Independent is c/o SunTx Capital Management Corp., 5420 LBJ Freeway, Suite 950, Dallas, Texas 75240.

Material Relationships with Selling Holders

Business Combination Agreement

On October 9, 2025, the Company entered into the Business Combination Agreement with Merger Sub I, Merger Sub II, CPH and Haymaker. On the Closing Date, the Company consummated the Business Combination pursuant to the Business Combination Agreement.

Immediately prior to the Closing, on April 8, 2026, Haymaker transferred by way of continuation out of its jurisdiction of incorporation from the Cayman Islands and domesticated into the State of Delaware. At the Domestication Effective Time (a) each SPAC Class A Ordinary Share that was issued and outstanding immediately prior to the Domestication Effective Time converted automatically, on a one-for-one basis, into one share of SPAC Class A Common Stock, (b) each SPAC Class B Ordinary Share that was issued and outstanding immediately prior to the Domestication Effective Time converted automatically, on a one-for-one basis, into one share of SPAC Class B Common Stock, and (c) each then-issued and outstanding private warrant to purchase SPAC Class A Ordinary Shares prior to the Domestication converted automatically, on a one-for-one basis, into one SPAC Private Warrant.

On the Closing Date, immediately following the Domestication, Merger Sub I merged with and into Haymaker, with Haymaker surviving the Initial Merger as a wholly owned subsidiary of the Company. At the Initial Merger Effective Time, among other things, (a) Sponsor distributed 2,800,000 Dothan Founder Shares and 398,800 SPAC Private Warrants to Dothan Independent, (b) each share of SPAC Class A Common Stock issued and outstanding immediately prior to the Initial Merger Effective Time was canceled and converted into one share of Class A Common Stock, (c) each share of SPAC Class B Common Stock issued and outstanding immediately prior to the Initial Merger Effective Time was canceled and converted into one share of Class B Common Stock and (d) each then-outstanding SPAC Private Warrant was automatically assumed and converted into a private warrant to purchase one share of Class A Common Stock (“Warrants”).

On the Closing Date, immediately following the Initial Merger, Merger Sub II merged with and into CPH, with CPH surviving the Acquisition Merger as a wholly owned subsidiary of the Company. At the Acquisition Merger Effective Time, among other things, (a) each share of Class B Common Stock issued and outstanding immediately prior to the Acquisition Merger Effective Time (other than the Dothan Founder Shares) was converted into and exchanged, on a one-for-one basis, into one share of Class A Common Stock, (b) the Company issued 14,117,894 shares of Class A Common Stock to members of CPH, (c) the Company issued 3,481,776 shares of restricted Class A Common Stock upon the cancelation and conversion of certain incentive units previously granted to management of CPH, (d) the Company issued 18,414,609 shares of Class B Common Stock to members of CPH, and (e) the Company issued 2,500,000 shares of Class B Common Stock to Dothan Independent.

In addition, the Closing Date, the Company granted to Mr. Heyer, a director of the Company and a managing member of Sponsor, 200,000 restricted stock units pursuant to the Business Combination Agreement. The Heyer RSUs vest in two equal installments, with one-half vesting on each of the first two anniversaries of the date of grant, provided that Mr. Heyer is providing certain services to the Company through such date. For additional information regarding the Business Combination, see “Prospectus Summary – Recent Developments – Business Combination with Haymaker.”

 

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PIPE Subscription Agreements

In connection with the Business Combination, Haymaker and the Company entered into subscription agreements (the “Original Subscription Agreements”) with certain PIPE Investors for an aggregate commitment amount of approximately $105.5 million to purchase an aggregate of 8,691,573 shares of Class A Common Stock and, in certain circumstances, Pre-Funded Warrants to purchase 2,525,094 shares of Class A Common Stock. On March 27, 2026, Haymaker and the Company entered into a subscription agreement (the “New Subscription Agreement”) with an additional PIPE Investor for a commitment amount of $61.6 million to purchase an additional 6,162,009 shares of Class A Common Stock, bringing the aggregate total subscription amount of the investment to $167.1 million for a total of 17,378,676 shares of Class A Common Stock (including the shares underlying the Pre-Funded Warrants). Haymaker and the Company also agreed to afford the existing PIPE Investors the benefit of the additional rights set forth in the New Subscription Agreement.

Pursuant to the PIPE Subscription Agreements, the Company agreed that, within thirty (30) calendar days after the consummation of the Business Combination, the Company would file a registration statement registering the resale of the securities purchased pursuant to the PIPE Subscription Agreements. The Company is filing this registration statement, of which this prospectus forms a part, in satisfaction of its obligations under such PIPE Subscription Agreements.

Pursuant to the PIPE Subscription Agreements, the Company and Haymaker agreed to indemnify and hold harmless each PIPE Investor and their affiliates, respective directors, officers, trustees, members, managers, employees, investment advisers and agents from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable and documented attorney fees and disbursements and other documented out-of-pocket expenses reasonably incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) to which such PIPE Investor may become subject (i) as a result of any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company or Haymaker under the PIPE Subscription Agreement or (ii) as a result of or arising out of any action, claim or proceeding, pending or threatened, against a PIPE Investor in any capacity by any third party (including a stockholder of the Company or Haymaker), whether directly or in a derivative capacity, who is not an affiliate of the PIPE Investor, with respect to the transactions contemplated by the PIPE Subscription Agreements or the Business Combination Agreement, and agreed to reimburse any such PIPE Investor for all such amounts as they are incurred by the PIPE Investor. For additional information regarding the PIPE Subscription Agreements, see “Prospectus Summary – Recent Developments – Business Combination with Haymaker.”

Amended and Restated Registration Rights Agreement

In connection with the Closing, the Company, Haymaker and Sponsor entered into the A&R Registration Rights Agreement amending and restating the Existing Registration Rights Agreement, pursuant to which, among other things, the Company agreed to register for resale on Form S-1 or, if available, Form S-3, pursuant to Rule 415 under the Securities Act certain securities of the Company that are held by Sponsor.

Under the A&R Registration Rights Agreement, the Company agreed to indemnify holders of registrable securities and their respective officers, directors and each person who controls such holders (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) resulting from any untrue or alleged untrue statement, or omission or alleged omission of a material fact in any registration statement, prospectus or any amendment thereof or supplement thereto pursuant to which such holders sell their registrable securities, unless such liability arose from such holder’s misstatement or alleged misstatement, or omission or alleged omission, and such holders agreed to indemnify the Company, its officers and directors and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material facts or any omission of a material fact in any registration

 

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statement, prospectus or any amendment thereof or supplement thereto pursuant to which such holders sell their registrable securities. The Company is filing this registration statement, of which this prospectus forms a part, in satisfaction of its obligations under the A&R Registration Rights Agreement. For additional information regarding the A&R Registration Rights Agreement, see “Prospectus Summary – Recent Developments – Amended and Restated Registration Rights Agreement.”

Company Registration Rights Agreement

In connection with the closing of the Acquisition Merger, the Company, Dothan Independent and certain members of Concrete Partners Holding entered into the Company Registration Rights Agreement, pursuant to which certain members of Concrete Partners Holding were granted customary registration rights with respect to the Company securities held by such parties following the Closing of the Business Combination. In certain circumstances, the Company Members can demand the Company’s assistance with underwritten offerings and block trades, and the Company Members are entitled to certain piggyback registration rights.

Under the Company Registration Rights Agreement, the Company agreed to indemnify the Company Members and their respective officers, directors and each person who controls such holders (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) resulting from any untrue or alleged untrue statement, or omission or alleged omission of a material fact in any registration statement, prospectus or any amendment thereof or supplement thereto pursuant to which such holders sell their registrable securities, unless such liability arose from such holder’s misstatement or alleged misstatement, or omission or alleged omission, and such holders agreed to indemnify the Company, its officers and directors and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material facts or any omission of a material fact in any registration statement, prospectus or any amendment thereof or supplement thereto pursuant to which such holders sell their registrable securities. The Company is filing this registration statement, of which this prospectus forms a part, in satisfaction of its obligations under the Company Registration Rights Agreement. For additional information regarding the Company Registration Rights Agreement, see “Prospectus Summary – Recent Developments – Company Registration Rights Agreement.”

Exchange Agreement

On March 26, 2026, the Company entered into the Exchange Agreement with the Exchanging Holders, pursuant to which the Company agreed to issue an aggregate of 26,000 shares of Series A Preferred Stock to the Exchanging Holders in exchange for their Senior Preferred Units. On April 8, 2026, the Exchange occurred immediately prior to the closing of the Acquisition Merger, and the Company issued 26,000 shares of Series A Preferred Stock to the Senior Preferred Unit holders, following the acceptance by the Secretary of State of the State of Delaware of the Certificate of Designation. The Exchange Agreement provides that the Company shall include the shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock held by the Exchanging Holders on the next registration statement following the closing of the Business Combination that the Company files with the SEC providing for the resale of securities held by stockholders of the Company on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The Company is filing this registration statement, of which this prospectus forms a part, in satisfaction of its obligations under the Exchange Agreement. For additional information regarding the Exchange Agreement, see “Certain Relationships and Related Party Transactions – Transactions in Connection with the Business Combination – Exchange Agreement.”

Arrangements with Dothan Management

On July 29, 2024, Dothan Management and the Company entered into the Dothan Management Agreement, pursuant to which Dothan Management provides management services to the Company, including management

 

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services in connection with the development activities and the operation and conduct of the Company’s business. The Dothan Management Agreement provides, among other things, for quarterly consulting payments by the Company to Dothan Management equal to one-fourth of 3.0% of trailing twelve-month EBITDA for 2024 and one-fourth of 5.0% thereafter, subject to an annual cap of $3.2 million for strategic, financial, and operational advisory services to support the Company’s board and management team on matters such as acquisitions, financing, contract negotiations, and growth initiatives. The Company also reimburses, at cost, any third-party diligence and advisory costs that are initially funded by the affiliate on the Company’s behalf. In addition, for each completed add-on acquisition, the Company pays a contingent diligence and integration fee equal to 2.0 % of the acquired enterprise value in consideration for the affiliate’s time and effort involved in transaction execution and post-closing integration activities.

On the Closing Date, the Company entered into the Dothan Management Agreement Amendment to amend the Dothan Management Agreement. Among other things, the Dothan Management Agreement Amendment provides for (i) the assumption of the Dothan Management Agreement by the Company from CPH, (ii) payment by the Company to Dothan Management of diligence and integration fees in the amount of $10 million as the diligence and integration fee in consideration for the services provided by Dothan Management and its personnel to CPH in relation to the Business Combination, and (iii) quarterly consulting payments by CPH to Dothan Management. Dothan Management is an affiliate of the Company, Dothan Independent and SunTx Capital Management Corp. For additional information regarding the Arrangements with Dothan Management, see “Certain Relationships and Related Party Transactions – Transactions Prior to the Business Combination – Agreements with Dothan Management.”

Indemnification Agreements

In connection with the Closing of the Business Combination, the Company entered into indemnification agreements with each of its directors and executive officers. The indemnification agreements provide that the Company will indemnify each of its directors and executive officers against any and all expenses incurred by that director or executive officer because of his or her status as one of the Company’s directors or executive officers, to the fullest extent permitted by Delaware law and the Organizational Documents. In addition, the indemnification agreements provide that, to the fullest extent permitted by Delaware law, the Company will advance all expenses incurred by its directors and executive officers in connection with a legal proceeding involving his or her status as a director or executive officer.

Issuance of Warrants

Simultaneously with the closing of Haymaker’s initial public offering (the “IPO”), Haymaker sold 797,600 private placement units at a price of $10.00 per private placement unit in a private placement to Sponsor, of which Andrew Heyer, a director of the Company, serves as a managing member, including 30,000 private placement units issued in connection with the full exercise of the over-allotment option, generating gross proceeds of $7,976,000. Following the Business Combination, each unit split and converted into one share of the Class A Common Stock and one-half of one Warrant, with each whole Warrant exercisable for one share of the Class A Common Stock at $11.50 per share.

Administrative Services Agreement

On July 25, 2023, Haymaker entered into an administrative services agreement with an affiliate of Andrew Heyer, pursuant to which Haymaker paid such affiliate $20,000 per month for office space, secretarial and administrative services provided to members of its management team. Upon Closing of the Business Combination, the administrative services agreement terminated.

 

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Promissory Notes

On March 15, 2023, Sponsor agreed to loan Haymaker an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “IPO Promissory Note”). This loan was non-interest bearing and payable on the earlier of December 31, 2023 or the date on which Haymaker consummated the IPO. Prior to the IPO, Haymaker had borrowed $272,550 under the IPO Promissory Note. On July 28, 2023, Haymaker repaid the outstanding balance under the IPO Promissory Note in full. Borrowings under the IPO Promissory Note were no longer available to Haymaker subsequent to the IPO.

On June 10, 2024, Haymaker issued a promissory note (the “WCL Promissory Note”) in the principal amount of up to $1,500,000 to Sponsor. The WCL Promissory Note was issued in connection with advances Sponsor may make in the future to Haymaker from time to time for working capital expenses. The WCL Promissory Note was non-interest bearing and payable upon the earlier of (i) completion of the Company’s initial business combination or (ii) the date the winding up of the Company is effective. At the election of Sponsor, all or a portion of the unpaid principal amount of the WCL Promissory Note may be converted into WCL units at a price of $10.00 per WCL unit, which will be identical to the private placement units. These WCL units and their underlying securities are entitled to the registration rights set forth in the WCL Promissory Note. In connection with the Closing of the Business Combination, Sponsor converted the WCL Promissory Note into 150,000 units of Haymaker (each a “Sponsor Note Unit”), with each Sponsor Note Unit comprised of one Haymaker Class A Share and one-half of one Haymaker Private Warrant, which converted into 150,000 shares of Class A Common Stock and 75,000 Warrants in connection with the Business Combination.

Hope Acquisition Agreements

On April 28, 2026, the Company completed the Hope Acquisition. In connection with the Hope Acquisition, one of the sellers, Mr. Mikytuck, elected to apply his portion of the consideration, in the amount of $2,545,480.52, to subscribe for and acquire, and the Company issued, 220,007 shares of Class A Common Stock pursuant to a Subscription Agreement, dated April 28, 2026, by and between the Company and the seller (the “Hope Subscription Agreement”), in lieu of receiving such cash payment directly.

In addition, in connection with the Hope Acquisition, one of the sellers, Foley Bros, LLC contributed its interest in Hope in exchange for 69,511 Holdco Class B Common Shares (the “Holdco Rollover Securities”). The Holdco Rollover Securities issued by Purchaser Holdco are nonvoting, have no dividend or liquidation rights and are exchangeable for an aggregate of 695,110 shares of Class A Common Stock of the Company (the “Suncrete Exchange Securities”) on the terms and subject to the conditions set forth in an Exchange Agreement, dated April 28, 2026, by and among the Company, Purchaser Holdco and the seller (the “Hope Exchange Agreement”). See “Description of Securities —Purchaser HoldCo Shares.”

The Company is filing this registration statement, of which this prospectus forms a part, in satisfaction of its obligations under the Subscription Agreement and the Hope Exchange Agreement.

 

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PURCHASE PRICE PAID BY THE SELLING HOLDERS

With respect to the Selling Holders, this prospectus relates to the potential offer and sale from time to time by the Selling Holders of our Class A Common Stock and shares of our Class A Common Stock underlying the Class B Common Stock, the Warrants, the Pre-Funded Warrants, the Series A Preferred Stock and the Holdco Rollover Securities. Set forth below is information regarding the price the Selling Holders paid or in the case of shares of Class A Common Stock underlying Warrants, assumed to be paid, for their respective shares Class A Common Stock and shares of our Class A Common Stock underlying the Class B Common Stock, the Warrants, the Pre-Funded Warrants, the Series A Preferred Stock and the Holdco Rollover Securities.

The effective average purchase prices for shares (i) of Class A Common Stock held by the Selling Holders and (ii) of our Class A Common Stock underlying the Class B Common Stock, the Warrants, the Pre-Funded Warrants, the Series A Preferred Stock and the Holdco Rollover Securities are set forth below.

 

    Shares of Class A Common Stock  

Name of Selling Holder

 

Number of Shares
of Class A
Common Stock
Offered

   

Effective
Average
Purchase Price
Per Share ($)

   

Gross Profit
Per
Share ($)(1)

   

Aggregate
Gross Profit ($)

 

Haymaker Sponsor IV LLC(2)

    3,639, 267     $ 2.71     $ 12.68     $ 46,145,906  

Dothan Independent GP, LP(3)

    5,698,800     $ 0.89     $ 14.50     $ 82,632,600  

Dothan Concrete Investors, LLC(4)

    18,414,609     $ 3.14     $ 12.25     $ 225,578,960  

Eaglesnest Investments, LLC(5)

    5,386,567     $ 4.74     $ 10.65     $ 57,366,939  

Barber Properties, LLC(6)

    216,666     $ 18.00       *       *  

Barber Family, LLC(7)

    72,222     $ 18.00       *       *  

The John M. Walker Revocable Trust(8)

    288,888     $ 18.00       *       *  

Robert M. and Mary Ann Sharp Trust dated December 8, 2017(9)

    144,444     $ 18.00       *       *  

Mark Sharp(10)

    144,444     $ 18.00       *       *  

FMR, LLC(11)

    6,162,009     $ 10.00     $ 5.39     $ 33,213,229  

Alyeska Master Fund, L.P.(12)

    6,666,667     $ 9.00     $ 6.39     $ 42,600,002  

Ophir Global Opportunities Fund(13)

    1,500,000     $ 10.00     $ 5.39     $ 8,085,000  

Polar Micro-Cap Fund(14)

    361,400     $ 10.00     $ 5.39     $ 1,947,946  

Polar Micro-Cap Fund II L.P.(15)

    638,600     $ 10.00     $ 5.39     $ 3,442,054  

HIF Solitude Ltd.(16)

    153,710     $ 10.00     $ 5.39     $ 828,497  

Monashee Pure Alpha SPV I L.P.(17)

    152,626     $ 10.00     $ 5.39     $ 822,654  

Mission Pure Alpha Master L.P.(18)

    193,664     $ 10.00     $ 5.39     $ 1,043,849  

Tyro Absolute Return Fund, L.P.(19)

    183,500     $ 10.00     $ 5.39     $ 989,065  

Tyro Absolute Return Fund II, L.P.(20)

    816,500     $ 10.00     $ 5.39     $ 4,400,935  

Linmar Capital Fund, LP(21)

    300,000     $ 10.00     $ 5.39     $ 1,617,000  

Veradace Partners L.P.(22)

    250,000     $ 10.00     $ 5.39     $ 1,347,500  

Foley Bros., LLC(23)

    695,110       **       **       **  

Michael Mikytuck (24)

    220,007     $ 11.57     $ 3.82     $ 840,427  

 

*

Holder would not recognize a profit as of the date of this prospectus.

**

Indicates that the effective purchase price is not calculable.

(1)

The gross profit per share for each of the Selling Holders is based on the number of Class A Common Stock offered multiplied by the closing price of $15.39 per share of our Class A Common Stock on The Nasdaq Global Market on May 5, 2026, minus the effective purchase price per share.

(2)

Consists of (i) shares of SPAC Class B Ordinary Shares acquired by Sponsor for purchase prices of $25,000 and $7.98 million in private placements in connection with or prior to Haymaker’s initial public offering, less $500,000 received from Dothan Independent for which 2.8 million shares of Class A Common Stock were distributed to Dothan Independent, which following such distribution and the forfeiture of 333,333 SPAC Class B Ordinary Shares converted into 3,414,267 shares of Class A Common Stock in connection

 

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  with the Business Combination pursuant to the Business Combination Agreement, (ii) 150,000 shares of Class A Common Stock acquired upon the conversion of the WCL Convertible Note in the aggregate amount of $1.5 million in connection with closing of the Business Combination and (iii) the assumed exercise of Warrants to acquire 75,000 shares of Class A Common Stock at a price of $11.50 per share.
(3)

Consists of (i) 2,800,000 shares of SPAC Class B Common Stock distributed by Sponsor to Dothan Independent in connection with Dothan Independent’s investment of $500,000 in Sponsor to fund certain extension costs for Haymaker, which converted in the Business Combination to 2,800,000 shares of Class B Common Stock, (ii) Dothan Independent’s receipt of 2,500,000 shares of Class B Common Stock pursuant to the Business Combination Agreement and (iii) the assumed exercise of Warrants to acquire 398,800 shares of Class A Common Stock at a price of $11.50 per share. The shares of Class B Common Stock are convertible into shares of Class A common stock at any time at the option of the holder or upon any transfer.

(4)

Consists of 18,414,609 shares of Class B Common Stock issued to Dothan Concrete, a former member of CPH, as merger consideration pursuant to the Business Combination Agreement in exchange for units of CPH that were originally acquired for a capital contribution of $57.9 million. The shares of Class B Common Stock are convertible into shares of Class A common stock at any time at the option of the holder or upon any transfer.

(5)

Consists of (i) 577,777 shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock acquired by Eaglesnest in connection with the exchange of its Senior Preferred Units of CPH pursuant to the Exchange Agreement and (ii) 4,808,790 shares of Class A Common Stock received by Eaglesnest, a former member of CPH, as merger consideration pursuant to the Business Combination Agreement in exchange for units of CPH. The units of CPH exchanged pursuant to the Exchange Agreement and the Business Combination Agreement by Eaglesnest Investments, LLC were originally acquired for a capital contribution of $25.5 million. The Series A Preferred Stock is convertible, at the option of the holder, into shares of Class A Common Stock at the greater of (i) $18.00 per share of Class A Common Stock and (ii) the per share volume-weighted average price for the five (5) consecutive trading days ending on and including the trading day immediately preceding the date of conversion. For the purposes of the table above, we have assumed that the Series A Preferred Stock converts into Class A Common Stock at $18.00 per share.

(6)

Consists of 216,666 shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock acquired by Barber Properties, LLC in connection with the exchange of its Senior Preferred Units of CPH pursuant to the Exchange Agreement. The Senior Preferred Units exchanged pursuant to the Exchange Agreement were acquired for an initial capital contribution of $3.9 million. The Series A Preferred Stock is convertible, at the option of the holder, into shares of Class A Common Stock at the greater of (i) $18.00 per share of Class A Common Stock and (ii) the per share volume-weighted average price for the five (5) consecutive trading days ending on and including the trading day immediately preceding the date of conversion. For the purposes of the table above, we have assumed that the Series A Preferred Stock converts into Class A Common Stock at $18.00 per share.

(7)

Consists of 72,222 shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock acquired by Barber Family, LLC in connection with the exchange of its Senior Preferred Units of CPH pursuant to the Exchange Agreement. The Senior Preferred Units exchanged pursuant to the Exchange Agreement were acquired for an initial capital contribution of $1.3 million. The Series A Preferred Stock is convertible, at the option of the holder, into shares of Class A Common Stock at the greater of (i) $18.00 per share of Class A Common Stock and (ii) the per share volume-weighted average price for the five (5) consecutive trading days ending on and including the trading day immediately preceding the date of conversion. For the purposes of the table above, we have assumed that the Series A Preferred Stock converts into Class A Common Stock at $18.00 per share.

(8)

Consists of 288,888 shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock acquired by The John M. Walker Revocable Trust in connection with the exchange of its Senior Preferred Units of CPH pursuant to the Exchange Agreement. The Senior Preferred Units exchanged pursuant to the Exchange Agreement were acquired for an initial capital contribution of $5.2 million. The Series A Preferred Stock is convertible, at the option of the holder, into shares of Class A Common Stock at the greater of (i) $18.00 per share of Class A Common Stock and (ii) the per share volume-weighted average price for the five (5) consecutive trading days ending on and including the trading day immediately

 

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  preceding the date of conversion. For the purposes of the table above, we have assumed that the Series A Preferred Stock converts into Class A Common Stock at $18.00 per share.
(9)

Consists of 144,444 shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock acquired by Robert M. and Mary Ann Sharp Trust dated December 8, 2017 in connection with the exchange of its Senior Preferred Units of CPH pursuant to the Exchange Agreement. The Senior Preferred Units exchanged pursuant to the Exchange Agreement were acquired for an initial capital contribution of $2.6 million. The Series A Preferred Stock is convertible, at the option of the holder, into shares of Class A Common Stock at the greater of (i) $18.00 per share of Class A Common Stock and (ii) the per share volume-weighted average price for the five (5) consecutive trading days ending on and including the trading day immediately preceding the date of conversion. For the purposes of the table above, we have assumed that the Series A Preferred Stock converts into Class A Common Stock at $18.00 per share.

(10)

Consists of 144,444 shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock acquired by Mark Sharp in connection with the exchange of its Senior Preferred Units of CPH pursuant to the Exchange Agreement. The Senior Preferred Units exchanged pursuant to the Exchange Agreement were acquired for an initial capital contribution of $2.6 million. The Series A Preferred Stock is convertible, at the option of the holder, into shares of Class A Common Stock at the greater of (i) $18.00 per share of Class A Common Stock and (ii) the per share volume-weighted average price for the five (5) consecutive trading days ending on and including the trading day immediately preceding the date of conversion. For the purposes of the table above, we have assumed that the Series A Preferred Stock converts into Class A Common Stock at $18.00 per share.

(11)

Represents 6,162,009 shares of Class A Common Stock acquired by FMR, LLC for a purchase price of $10.00 in connection with the PIPE Investment.

(12)

Represents (i) 4,152,751 shares of Class A Common Stock and (ii) Pre-Funded Warrants exercisable for up to 2,525,094 shares of Class A Common Stock, subject to a 9.99% beneficial ownership limitation provision, acquired by Alyeska for an effective purchase price of $9.00 in connection with the PIPE Investment.

(13)

Represents 1,500,000 shares of Class A Common Stock acquired by Ophir Global Opportunities Fund for a purchase price of $10.00 in connection with the PIPE Investment.

(14)

Represents 361,400 shares of Class A Common Stock acquired by Polar Micro-Cap Fund for a purchase price of $10.00 in connection with the PIPE Investment.

(15)

Represents 638,600 shares of Class A Common Stock acquired by Polar Micro-Cap Fund II L.P. for a purchase price of $10.00 in connection with the PIPE Investment.

(16)

Represents 153,710 shares of Class A Common Stock acquired by HIF Solitude Ltd. for a purchase price of $10.00 in connection with the PIPE Investment.

(17)

Represents 152,626 shares of Class A Common Stock acquired by Monashee Pure Alpha SPV I L.P. for a purchase price of $10.00 in connection with the PIPE Investment.

(18)

Represents 193,664 shares of Class A Common Stock acquired by Mission Pure Alpha Master L.P. for a purchase price of $10.00 in connection with the PIPE Investment.

(19)

Represents 183,500 shares of Class A Common Stock acquired by Tyro Absolute Return Fund, L.P. for a purchase price of $10.00 in connection with the PIPE Investment.

(20)

Represents 816,500 shares of Class A Common Stock acquired by Tyro Absolute Return Fund II, L.P. for a purchase price of $10.00 in connection with the PIPE Investment.

(21)

Represents 300,000 shares of Class A Common Stock acquired by Linmar Capital Fund, LP for a purchase price of $10.00 in connection with the PIPE Investment.

(22)

Represents 250,000 shares of Class A Common Stock acquired by Veradace Partners L.P. for a purchase price of $10.00 in connection with the PIPE Investment.

(23)

Represents 695,110 shares of Class A Common Stock issuable upon the exchange of Holdco Class B Common Shares of Purchaser Holdco acquired by Foley Bros., LLC in connection with the Hope Acquisition upon contribution of interests in Hope.

(24)

Represents 220,007 shares of Class A Common Stock purchased at a purchase price of $11.57 per share in a private placement from the Company applying a portion of the consideration received in connection with the Hope Acquisition.

 

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PLAN OF DISTRIBUTION

We are registering the offer and sale from time to time by the Selling Holders or their permitted transferees, of up to 52,299,704 shares of our Class A Common Stock (inclusive of up to 23,714,609 shares of Class A Common Stock issuable upon the conversion of 23,714,609 shares of our Class B Common Stock, up to 473,800 shares of Class A Common Stock underlying the Warrants, up to 2,525,094 shares of Class A Common Stock underlying the Pre-Funded Warrants, up to 1,444,445 shares of Class A Common Stock issuable upon conversion of Series A Preferred Stock and up to 695,110 shares of Class A Common Stock issuable upon the exchange of the Holdco Class B Common Shares) and 473,800 Warrants.

We will not receive any of the proceeds from the sale of the securities by the Selling Holders. The aggregate proceeds to the Selling Holders will be the purchase price of the securities less any discounts and commissions borne by the Selling Holders.

The securities beneficially owned by the Selling Holders covered by this prospectus may be offered and sold from time to time by the Selling Holders. The term “Selling Holders” includes their permitted transferees who later come to hold any of the Selling Holders’ interest in our securities in accordance with the terms of the agreement(s) governing the registration rights applicable to such Selling Holder’s securities, including donees, pledgees and other transferees or successors in interest selling securities received after the date of this prospectus from a Selling Holder as a gift, pledge, partnership, distribution or other transfer. The Selling Holders will act independently of us in making decisions with respect to the timing, manner and size of each sale. Such sales may be made on one or more exchanges or in the over-the-counter market or otherwise, at prices and under terms then prevailing or at prices related to the then current market price or in negotiated transactions. Each Selling Holder reserves the right to accept and, together with its respective agents, to reject, any proposed purchase of securities to be made directly or through agents. The Selling Holders and any of their permitted transferees may sell their securities offered by this prospectus on any stock exchange, market or trading facility on which the securities are traded or in private transactions. If underwriters are used in the sale, such underwriters will acquire the securities for their own account. These sales may be at a fixed price or varying prices, which may be changed, or at market prices prevailing at the time of sale, at prices relating to prevailing market prices or at negotiated prices. The securities may be offered to the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate.

Subject to the limitations set forth in any applicable registration rights agreement, the Selling Holders may use any one or more of the following methods when selling the securities offered by this prospectus:

 

  •  

ordinary brokers’ transactions;

 

  •  

transactions involving cross or block trades;

 

  •  

through brokers, dealers, or underwriters who may act solely as agents;

 

  •  

“at the market” into an existing market for the shares of our Class A Common Stock;

 

  •  

in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents;

 

  •  

in privately negotiated transactions;

 

  •  

through any combination of the foregoing; or

 

  •  

any other method permitted pursuant to applicable law.

A Selling Holder may also sell our securities under Rule 144 under the Securities Act, if available, or pursuant to other available exemptions from the registration requirements under the Securities Act, rather than under this prospectus. The Selling Holders have the sole and absolute discretion not to accept any purchase offer or make any sale of securities if they deem the purchase price to be unsatisfactory at any particular time.

 

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We will bear all costs, fees and expenses incident to our obligation to register the Offered Securities.

We may prepare prospectus supplements for secondary offerings that will disclose the terms of the offering, including the name or names of any underwriters, dealers or agents, the purchase price of the securities, any underwriting discounts and other items constituting compensation to underwriters, dealers or agents.

A Selling Holder may fix a price or prices of our securities at:

 

  •  

fixed prices;

 

  •  

market prices prevailing at the time of any sale under this registration statement;

 

  •  

prices related to market prices;

 

  •  

varying prices determined at the time of sale; or

 

  •  

negotiated prices.

A Selling Holder may change the price of the securities offered from time to time.

In addition, a Selling Holder that is an entity may elect to make an in-kind distribution of securities to its members, partners or stockholders pursuant to the registration statement of which this prospectus is a part by delivering a prospectus with a plan of distribution. Such members, partners or stockholders would thereby receive freely tradeable securities pursuant to the distribution through a registration statement. To the extent a distributee is an affiliate of ours (or to the extent otherwise required by law), we may file a prospectus supplement in order to permit the distributees to use the prospectus to resell the securities acquired in the distribution.

Subject to the terms of the agreement(s) governing the registration rights applicable to a Selling Holder’s securities, such Selling Holder may transfer securities to one or more “permitted transferees” in accordance with such agreements and, if so transferred, such permitted transferee(s) will be the selling beneficial owner(s) for purposes of this prospectus. Upon being notified by a Selling Holder interest intends to sell our securities, we will, to the extent required, promptly file a supplement to this prospectus to name specifically such person as a Selling Holder.

To the extent required, this prospectus may be amended or supplemented from time to time to describe a specific plan of distribution. In connection with distributions of the shares of Class A Common Stock or otherwise, the Selling Holders may enter into hedging transactions with broker-dealers or other financial institutions. The Selling Holders may also pledge shares of Class A Common Stock to a broker-dealer or other financial institution, and, upon a default, such broker-dealer or other financial institution, may effect sales of the pledged securities pursuant to this prospectus (as supplemented or amended to reflect such transaction).

A Selling Holder, or agents designated by it, may directly solicit, from time to time, offers to purchase the securities. Any such agent may be deemed to be an “underwriter” as the term is defined in the Securities Act. Any agents involved in the offer or sale of the securities and any commissions payable by a Selling Holder to these agents will be named and described in any applicable prospectus supplement. The agents may also be our customers or may engage in transactions with or perform services for us in the ordinary course of business.

If any Selling Holder utilizes any underwriters in the sale of the securities in respect of which this prospectus is delivered, we and the Selling Holder will enter into an underwriting agreement with those underwriters at the time of sale to them. We will set forth the names of these underwriters and the terms of the transaction in the prospectus supplement, which will be used by the underwriters to make resales of the securities in respect of which this prospectus is delivered to the public. The underwriters may also be our or the Selling Holder’s customers or may engage in transactions with or perform services for us or any Selling Holder in the ordinary course of business.

 

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If any Selling Holder utilizes a dealer in the sale of the securities in respect of which this prospectus is delivered, the Selling Holder will sell those securities to the dealer, as principal. The dealer may then resell those securities to the public at varying prices to be determined by the dealer at the time of resale. The dealers may also be our or the Selling Holder’s customers or may engage in transactions with, or perform services for, us or the Selling Holder in the ordinary course of business.

Offers to purchase securities may be solicited directly by any Selling Holder and the sale thereof may be made by the Selling Holder directly to institutional investors or others, who may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale thereof. The terms of any such sales will be described in any applicable prospectus supplement relating thereto.

We or any Selling Holder may agree to indemnify underwriters, dealers and agents who participate in the distribution of securities against certain liabilities to which they may become subject in connection with the sale of the securities, including liabilities arising under the Securities Act.

The Selling Holders may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act.

In addition, a Selling Holder may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use the securities pledged by the Selling Holder or borrowed from the Selling Holder or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions may be an underwriter and, if not identified in this prospectus, will be named in the applicable prospectus supplement (or a post-effective amendment).

In addition, a Selling Holder may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus or an applicable amendment to this prospectus or a prospectus supplement. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities. The Selling Holders also may transfer and donate the securities in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The specific terms of any lock-up provisions in respect of any given offering will be described in any applicable prospectus supplement.

In compliance with the guidelines of the Financial Industry Regulatory Authority (“FINRA”), the aggregate maximum discount, commission, fees or other items constituting underwriting compensation to be received by any FINRA member or independent broker-dealer will not exceed 8% of the gross proceeds of any offering pursuant to this prospectus and any applicable prospectus supplement.

If at the time of any offering made under this prospectus a member of FINRA participating in the offering has a “conflict of interest” as defined in FINRA Rule 5121 (“Rule 5121”), that offering will be conducted in accordance with the relevant provisions of Rule 5121.

The underwriters, dealers and agents may engage in transactions with us or the Selling Holders, or perform services for us or the Selling Holders, in the ordinary course of business for which they receive compensation.

The Selling Holders and any other persons participating in the sale or distribution of the securities will be subject to applicable provisions of the Securities Act and the Exchange Act, and the rules and regulations

 

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thereunder, including, without limitation, Regulation M. These provisions may restrict certain activities of, and limit the timing of purchases and sales of any of the securities by, the Selling Holders or any other person, which limitations may affect the marketability of the securities.

In order to comply with the securities laws of certain states, if applicable, the securities must be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the securities may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

We have agreed to indemnify the Selling Holders against certain liabilities, including certain liabilities under the Securities Act, the Exchange Act or other federal or state law. Agents, broker-dealers and underwriters may be entitled to indemnification by us and the Selling Holders against certain civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments which the agents, broker-dealers or underwriters may be required to make in respect thereof.

We have agreed with certain Selling Holders pursuant to the A&R Registration Rights Agreement and the Company Registration Rights Agreement to use reasonable best efforts to keep the registration statement of which this prospectus constitutes a part effective until such time as such Selling Holders cease to hold any securities eligible for registration under the A&R Registration Rights Agreement and the Company Registration Rights Agreement, as applicable.

To the extent required, this prospectus may be amended or supplemented from time to time to describe a specific plan of distribution.

There can be no assurance that the Selling Holders will sell any or all of the Offered Securities.

Lock-Up Agreements

In connection with the Business Combination, Sponsor and certain equityholders of CPH, including Dothan Concrete, Dothan Independent and Eaglesnest, agreed to restrictions on the transfer of their securities and any shares of the Company’s securities issued to such holders in connection with the Business Combination (the “Lock-Up Securities” and such agreements, the “Lock-Up Agreements”).

Subject to the exceptions described below, the Lock-Up Agreements restrict transfers during the period commencing on the closing date of the Business Combination and ending on the earlier of (i) the one-year anniversary of the Closing Date and (ii) the date on which the Company consummates a liquidation, merger, share exchange, reorganization or similar transaction with an unaffiliated third party that results in all the Company stockholders having the right to exchange their equity holdings for cash, securities or other property (the “Post-Closing Lock-Up Period”).

Notwithstanding the foregoing, pursuant to the Lock-Up Agreements:

 

  •  

33.33% of the Lock-Up Securities held by a holder as of the Closing Date will be automatically released from the lock-up restrictions on the six-month anniversary of the Closing Date;

 

  •  

an additional 33.33% of such Lock-Up Securities will be automatically released on the nine-month anniversary of the Closing Date; and

 

  •  

the remaining Lock-Up Securities will be released upon the expiration of the Post-Closing Lock-Up Period, unless released earlier pursuant to a qualifying transaction.

During the applicable lock-up period, holders may not, directly or indirectly, sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of any Lock-Up Securities, enter into any swap or similar

 

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arrangement that transfers the economic consequences of ownership of such securities, or publicly announce an intention to engage in any such transaction, subject to customary exceptions set forth in the applicable Lock-Up Agreements.

Warrants

The Warrants (including the Class A Common Stock issuable upon exercise of the Warrants) are subject to restrictions on transfer, assignment and sale. See “Description of Securities — Warrants.”

 

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LEGAL MATTERS

The validity of the securities offered hereby will be passed upon for us by Haynes and Boone, LLP. Any underwriters or agents will be advised about other issues relating to the offering by counsel to be named in the applicable prospectus supplement.

CHANGE IN ACCOUNTANTS

On April 8, 2026, the audit committee of the Board approved the engagement of Grant Thornton LLP (“Grant Thornton”) as the independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ending December 31, 2026. Subject to the completion of Grant Thornton’s standard client acceptance procedures, Grant Thornton’s appointment will be effective upon the filing of the Company’s quarterly report on Form 10-Q for the three months ended March 31, 2026. Grant Thornton served as the independent registered public accounting firm of CPH prior to the Business Combination. Accordingly, WithumSmith+Brown, PC (“Withum”), the Company’s independent registered public accounting firm prior to the Business Combination, was informed on April 8, 2026 that it would not be retained to serve as the Company’s independent registered public accounting firm upon the filing of the Company’s quarterly report on Form 10-Q for the three months ended March 31, 2026. The termination of the engagement of Withum was approved by the audit committee.

The report of Withum on the Company’s consolidated financial statements as of and for the year ended December 31, 2025 did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles, except that such report contained a paragraph which noted that there was substantial doubt as to the Company’s ability to continue as a going concern because of the Company’s liquidity condition and subsequent dissolution.

During the period from September 30, 2025 (inception) to December 31, 2025, and the subsequent interim period through April 8, 2026, there were no: (i) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Withum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Withum would have caused Withum to make reference thereto in its reports on the consolidated financial statements for such years, or (ii) reportable events (as described in Item 304 (a)(1)(v) of Regulation S-K).

During the period from September 30, 2025 (inception) to December 31, 2025, and the subsequent interim period through April 8, 2026, neither the Company nor anyone on the Company’s behalf consulted with Grant Thornton regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the financial statements of the Company, and no written report or oral advice was provided to the Company by Grant Thornton that Grant Thornton concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K of the Exchange Act.

The Company provided Withum with a copy of the foregoing disclosures prior to the filing of the registration statement of which this prospectus forms a part and requested that Withum furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company set forth above. A copy of Withum’s letter, dated April 14, 2026, is attached as Exhibit 16.1 to the registration statement of which this prospectus forms a part.

 

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EXPERTS

The financial statements of Suncrete, Inc. and Haymaker Acquisition Corp. 4 included in this prospectus and elsewhere in the registration statement have been audited by WithumSmith+Brown, PC, an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The audited consolidated financial statements of Concrete Partners Holding, LLC included in this prospectus and elsewhere in the registration statement have been so included in reliance upon the report of Grant Thornton LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing.

The audited combined financial statements of Eagle Redi-Mix Concrete, LLC and Ram Transportation, LLC included in this prospectus and elsewhere in the registration statement have been so included in reliance upon the report of Grant Thornton LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing.

The financial statements of SRM, Inc. dba Schwarz Ready Mix and Subsidiaries appearing in this Registration Statement have been audited by Arledge & Associates, P.C., an independent accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The audited consolidated financial statements of Hope Concrete, LLC included in this prospectus and elsewhere in the registration statement have been so included in reliance upon the report of Edgin, Parkman, Fleming & Fleming, PC, an independent accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The audited consolidated financial statements of Nelson Bros. Ready Mix, Ltd. included in this prospectus and elsewhere in the registration statement have been so included in reliance upon the report of Whitley Penn LLP, an independent accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities offered hereby. This prospectus, which constitutes part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to the Company and its securities, reference is made to the registration statement and the exhibits and any schedules filed therewith. Statements contained in this prospectus as to the contents of any contract or any other document referred to are not necessarily complete, and in each instance, we refer you to the copy of the contract or other document filed as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference.

You can read our SEC filings, including the registration statement, over the internet at the SEC’s website at www.sec.gov. We are subject to the information reporting requirements of the Exchange Act and we are required to file reports, proxy statements and other information with the SEC. These reports, proxy statements, and other information are available for inspection and copying at the SEC’s website referred to above. We also maintain a website at www.suncrete.com, at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained on or accessible through our website is not a part of this prospectus, and the inclusion of our website address in this prospectus is an inactive textual reference only.

 

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INDEX TO FINANCIAL STATEMENTS

CONSOLIDATED FINANCIAL STATEMENTS OF SUNCRETE, INC.

 

     Page  

Report of Independent Registered Public Accounting Firm

     F-1  

Consolidated Balance Sheet as of December 31, 2025

     F-2  

Consolidated Statements of Operations for the Period from September 30, 2025 (Inception) to December 31, 2025

     F-3  

Consolidated Statements of Changes in Stockholder’s Deficit for the Period from September 30, 2025 (Inception) to December 31, 2025

     F-4  

Consolidated Statements of Cash Flows for the Period from September 30, 2025 (Inception) to December 31, 2025

     F-5  

Notes to Consolidated Financial Statements

     F-6  

AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF HAYMAKER ACQUISITION CORP 4.

 

     Page  

Report of Independent Registered Public Accounting Firm (PCAOB Number 100)

     F-9  

Consolidated Balance Sheets as of December 31, 2025 and 2024

     F-11  

Consolidated Statements of Operations for the years ended December 31, 2025 and 2024

     F-12  

Consolidated Statements of Changes in Shareholders’ Deficit for the years ended December 31, 2025 and 2024

     F-13  

Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024

     F-14  

Notes to Consolidated Financial Statements

     F-15  

AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF CONCRETE PARTNERS HOLDING, LLC (SUCCESSOR) AND COMBINED FINANCIAL STATEMENTS OF EAGLE REDI-MIX CONCRETE, LLC AND RAM TRANSPORTATION, LLC (PREDECESSOR)

 

Reports of Independent Registered Public Accounting Firm

     F-34  

Consolidated Balance Sheets as of December 31, 2025 and 2024 (Successor)

     F-35  

Consolidated Statement of Operations for the Year Ended December 31, 2025 and for the Period from Inception (May 22, 2024) through December 31, 2024 (Successor) and Combined Statements of Operations for the period from January 1, 2024 through July 29, 2024 and the Year Ended
December 31, 2023 (Predecessor)

     F-36  

Consolidated Statement of Changes in Mezzanine Equity and Common Unitholder Equity for the Year Ended December 31, 2025 and for the Period from Inception (May 22, 2024) through December 31, 2024 (Successor), and Combined Statements of Changes in Common Unitholder Equity for the Period from January 1, 2024 through July 29, 2024 (Predecessor) and the Year Ended December 31, 2023 (Predecessor)

     F-37  

Consolidated Statement of Cash Flows for the Year Ended December 31, 2025 and for the Period from Inception (May 22, 2024) through December 31, 2024 (Successor), and Combined Statements of Cash Flows for the Period from January 1, 2024 through July 29, 2024 and the Year Ended December 31, 2023 (Predecessor)

     F-38  

Notes to Consolidated and Combined Financial Statements

     F-40  

 

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SRM, INC. DBA SCHWARZ READY MIX AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS

 

     Page  

Independent Auditor’s Report

     F-68  

Consolidated Balance Sheets

     F-70  

Consolidated Statements of Operations

     F-71  

Consolidated Statements of Equity

     F-72  

Consolidated Statements of Cash Flows

     F-73  

Notes to Consolidated Financial Statements

     F-74  

Consolidating Balance Sheet – October 17, 2025

     F-87  

Consolidating Balance Sheet – December 31, 2024

     F-89  

Consolidating Statement of Operations – Period Ended October 17, 2025

     F-90  

Consolidating Statement of Operations – Year Ended December 31, 2024

     F-91  

HOPE CONCRETE, LLC CONSOLIDATED FINANCIAL STATEMENTS AND INDEPENDENT AUDITOR’S REPORT FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

 

     Page  

Independent Auditor’s Report

     F-92  

Consolidated Financial Statements:

  

Consolidated Balance Sheets

     F-94  

Consolidated Statements of Income and Changes in Member’s Equity

     F-95  

Consolidated Statements of Cash Flows

     F-96  

Notes to Consolidated Financial Statements

     F-97  

NELSON BROS. READY MIX, LTD. FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2025 AND 2024

 

     Page  

Report of Independent Auditors

     F-112  

Financial Statements:

  

Balance Sheets

     F-114  

Statements of Operations and Changes in Partners’ Capital

     F-115  

Statements of Cash Flows

     F-116  

Notes to Financial Statements

     F-118  

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of
Suncrete Inc.:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Suncrete Inc. as of December 31, 2025, and the related consolidated statements of operations, changes in stockholder’s deficit, and cash flows for the period from September 30, 2025 (Inception) to December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the period from September 30, 2025 (Inception) to December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, if the Parent is unable to raise additional funds to alleviate liquidity needs and complete a business combination by July 28, 2026, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ WithumSmith+Brown, PC
We have served as the Company’s auditor since 2025.
New York, New York
April 14, 2026
 
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SUNCRETE INC.
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2025
 
ASSETS
  
Total Current Assets
   $ —   
  
 
 
 
TOTAL ASSETS
  
$
— 
 
  
 
 
 
LIABILITIES AND STOCKHOLDER’S DEFICIT
  
Accounts payable and accrued expenses
   $ 31,519  
  
 
 
 
TOTAL LIABILITIES
     31,519  
  
 
 
 
Commitments and Contingencies
STOCKHOLDER’S DEFICIT
  
Common stock, $0.0001 par value; 1,000 shares authorized, 100 issued and outstanding
     10  
Stock subscription receivable
     (10 ) 
Additional
paid-in
capital
     —   
Accumulated deficit
     (31,519 ) 
  
 
 
 
Total Stockholder’s Deficit
     (31,519 ) 
  
 
 
 
TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT
  
$
— 
 
  
 
 
 
The accompanying notes are an integral part of the financial statements.
 
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SUNCRETE INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE PERIOD FROM SEPTEMBER 30, 2025 (INCEPTION) TO DECEMBER 31, 2025
 
General and administrative expenses
   $ 31,519  
  
 
 
 
Loss from operations
     (31,519 ) 
  
 
 
 
Net loss
   $ (31,519 ) 
  
 
 
 
Weighted average shares of common stock outstanding, basic and diluted
     1,000  
  
 
 
 
Basic and diluted net loss per share of common stock
   $ (31.52 ) 
  
 
 
 
The accompanying notes are an integral part of these financial statements.
 
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SUNCRETE INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER’S DEFICIT
FOR THE PERIOD FROM SEPTEMBER 30, 2025 (INCEPTION) TO DECEMBER 31, 2025
 
    
Common Stock
    
Share
Subscription
   
Additional
Paid-in
    
Accumulated
   
Total
Stockholder’s
 
    
Shares
    
Amount
    
Receivable
   
Capital
    
Deficit
   
Deficit
 
Balance — September 30, 2025 (inception)
  
 
— 
 
  
$
— 
 
  
 
— 
 
 
$
— 
 
  
$
— 
 
 
$
— 
 
Issuance of common stock
     1,000        10        (10 )      —         —        —   
Net loss
  
 
— 
 
  
 
— 
 
  
 
— 
 
 
 
— 
 
     (31,519 )      (31,519 ) 
  
 
 
    
 
 
    
 
 
   
 
 
    
 
 
   
 
 
 
Balance – December 31, 2025
  
 
1,000
 
  
$
10
 
  
$
(10
) 
 
$
— 
 
  
$
(31,519
) 
 
$
(31,519
) 
  
 
 
    
 
 
    
 
 
   
 
 
    
 
 
   
 
 
 
The accompanying notes are an integral part of these financial statements.
 
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SUNCRETE INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM SEPTEMBER 30, 2025 (INCEPTION) TO DECEMBER 31, 2025
 
Cash Flows from Operating Activities:
  
Net loss
   $ (31,519 ) 
Adjustments to reconcile net loss to net cash used in operations:
  
Changes in operating assets and liabilities:
  
Accounts payable and accrued expenses
     31,519  
  
 
 
 
Net cash used in operating activities
     —   
  
 
 
 
Net Change in Cash
  
 
— 
 
Cash – Beginning of period
     —   
  
 
 
 
Cash – End of year
  
$
— 
 
  
 
 
 
The accompanying notes are an integral part of these financial statements.
 
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SUNCRETE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Suncrete Inc. (the “Company”) (together with its two wholly-owned subsidiaries Haymaker Merger Sub I, Inc. and Haymaker Merger Sub II, LLC) was incorporated in Delaware on September 30, 2025. The Company was formed for the purpose of consummating the transactions contemplated in the Merger Agreement, as defined below, to facilitate the consummation of the Business Combination.
Proposed Business Combination
On October 9, 2025, the Company, Haymaker Acquisition Corp. 4, a Cayman Islands exempted company (“Haymaker” or “SPAC”), Haymaker Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub I”), Haymaker Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Company (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), and Concrete Partners Holding, LLC, a Delaware limited liability company (“Suncrete”), entered into a Business Combination Agreement, dated as of October 9, 2025 (the “Business Combination Agreement”).
Pursuant to the Business Combination Agreement, and subject to the terms and conditions contained therein, the Business Combination will be effected in three steps: (a) SPAC will change its jurisdiction of incorporation from the Cayman Islands to the State of Delaware (the “Domestication” and the time at which the Domestication becomes effective, the “Domestication Effective Time”), (b) immediately following the Domestication Effective Time, Merger Sub I will merge with and into SPAC (the “Initial Merger”), with SPAC surviving the Initial Merger as a wholly owned subsidiary of the Company (the time at which the Initial Merger becomes effective, the “Initial Merger Effective Time”); and (c) immediately following the Initial Merger Effective Time, Merger Sub II will merge with and into Suncrete (the “Acquisition Merger” and, together with the Initial Merger, the “Mergers”, and collectively with the Domestication and all other transactions contemplated by the Business Combination Agreement, the “Business Combination”), with Suncrete surviving the Acquisition Merger as a wholly owned subsidiary of New Suncrete..
Liquidity and Going Concern
On December 31, 2025, the Company reported net loss of $31,519. As of December 31, 2025, the Company had an aggregate cash of $0 and a working capital deficit of $31,519.
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. If the Business Combination is not consummated by July 28, 2026 (or as extended by the shareholders) (the “Combination Period”), then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and potential dissolution if the Business Combination is not consummated by the Combination Period raise substantial doubt about the Company’s ability to continue as a going concern.
As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Update (“ASU”)
2014-15,
“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern through twelve months from the date these financial statements are available to be issued. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
 
F-6

SUNCRETE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025
 
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements, which include the consolidated financial statements of the Company and its wholly-owned subsidiaries, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity date of three months or less when purchased to be cash equivalents. The Company did not have any cash or cash equivalents as of December 31, 2025.
Net Loss Per Share
Net loss per share is computed by dividing net loss by the weighted average number of shares outstanding for the period. For purposes of calculating diluted loss per share, the denominator includes both the weighted average number of shares outstanding during the period and the number of common share equivalents if the inclusion of such common share equivalents is dilutive.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
NOTE 3. RELATED PARTY TRANSACTIONS
Amounts due to related party represent formation costs paid on behalf of the Company by its stockholder. The Company’s stockholder is expected to pay the accrued expenses of the Company at the closing of the Business Combination.

F-7

SUNCRETE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025
 
NOTE 4. STOCKHOLDER’S DEFICIT
Common Stock
The Company is authorized to issue 1,000 shares of common stock with a par value of $0.0001 per share. At December 31, 2025, there are 1,000 shares of common stock issued and outstanding. Each share of common stock entitles the holder to one vote.
NOTE 5. SEGMENT REPORTING
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the chief operating decision market (“CODM”), or group, in deciding how to allocate resources and assess performance.
The CODM has been identified as the Chief Executive Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.
The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews the key metric below included in net income or loss:
 
    
December 31, 2025
 
General and administrative expenses
   $ 31,519  
Operating expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews operating expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Operating expenses, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis.
NOTE 6. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the consolidated balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in these consolidated financial statements, other than as described below:
On April 8, 2026, the Company consummated the previously announced Business Combination with Haymaker Acquisition Corp. 4.
 
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Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of

Haymaker Acquisition Corp. 4:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Haymaker Acquisition Corp. 4 as of December 31, 2025 and 2024, and the related consolidated statements of operations, changes in shareholders’ deficit, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has no revenue and it incurred and expects to continue to incur significant professional and transaction costs to remain a publicly traded company in pursuit of the consummation of a business combination. The Company’s cash and working capital as of December 31, 2025, are not sufficient to sustain operations for the upcoming year. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1 to the financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to that matter.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the Company’s auditor since 2023.

 

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Table of Contents

New York, New York

March 30, 2026

PCAOB ID Number 100

 

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Table of Contents

HAYMAKER ACQUISITION CORP. 4

CONSOLIDATED BALANCE SHEETS

 

     December 31,
2025
    December 31,
2024
 
 

ASSETS

    

Current assets:

    

Cash

   $ 4,325     $ 101,126  

Prepaid expenses

     34,676       181,367  
  

 

 

   

 

 

 

Total current assets

     39,001       282,493  

Cash and marketable securities held in Trust Account

     258,240,938       249,760,654  
  

 

 

   

 

 

 

TOTAL ASSETS

   $ 258,279,939     $ 250,043,147  
  

 

 

   

 

 

 

LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT:

    

Current liabilities:

    

Accrued expenses

   $ 2,251,028     $ 392,388  

WCL Promissory Note - related party

     1,059,879       400,000  

Extension Promissory Note

     2,250,000       —   
  

 

 

   

 

 

 

Total current liabilities

     5,560,907       792,388  

Subscription Agreement liability

     9,075,000       —   

Deferred underwriting fee payable

     8,650,000       8,650,000  
  

 

 

   

 

 

 

Total Liabilities

     23,285,907       9,442,388  
  

 

 

   

 

 

 

Commitments and Contingencies

    

Class A Ordinary Shares subject to possible redemption, $0.0001 par value, 22,627,899 and 23,000,000 shares issued and outstanding as of December 31, 2025 and 2024 at redemption values of $11.41 and $10.86 per share, respectively

     258,240,938       249,760,654  
  

 

 

   

 

 

 

Shareholders’ Deficit:

    

Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding as of December 31, 2025 and 2024

     —        —   

Class A Ordinary Shares, $0.0001 par value; 500,000,000 shares authorized; 797,600 shares issued and outstanding (excluding 22,627,899 and 23,000,000 shares subject to possible redemption) as of December 31, 2025 and 2024, respectively

     80       80  

Class B Ordinary Shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 issued and outstanding as of December 31, 2025 and 2024

     575       575  

Additional paid-in capital

     —        —   

Accumulated deficit

     (23,247,561 )      (9,160,550 ) 
  

 

 

   

 

 

 

Total Shareholders’ Deficit

     (23,246,906 )      (9,159,895 ) 
  

 

 

   

 

 

 

TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT

   $ 258,279,939     $ 250,043,147  
  

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

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HAYMAKER ACQUISITION CORP. 4

CONSOLIDATED STATEMENTS OF OPERATIONS

 

     For the Year Ended
December 31,
2025
    For the Year Ended
December 31,
2024
 
 
 

General and administrative expenses

   $ 2,522,011     $ 700,259  

General and administrative expenses - related party

     240,000       240,000  
  

 

 

   

 

 

 

Loss from operations

     (2,762,011 )      (940,259 ) 
  

 

 

   

 

 

 

Other income:

    

Initial Loss on Subscription Agreement liability

     (7,177,500 )      —   

Change in fair value of Subscription Agreement liability

     (1,897,500 )      —   

Interest earned on cash and marketable securities held in Trust Account

     10,367,205       12,263,797  
  

 

 

   

 

 

 

Total other income

     1,292,205       12,263,797  
  

 

 

   

 

 

 

Net (loss) income

   $ (1,469,806 )    $ 11,323,538  
  

 

 

   

 

 

 

Weighted average shares outstanding of Class A Ordinary Shares subject to possible redemption, basic and diluted

     22,836,887       23,000,000  
  

 

 

   

 

 

 

Basic and diluted net income (loss) per share, Class A Ordinary Shares subject to possible redemption

   $ (0.05 )    $ 0.38  
  

 

 

   

 

 

 

Weighted average shares outstanding of non-redeemable Class A and Class B Ordinary Shares, basic and diluted

     6,547,600       6,547,600  
  

 

 

   

 

 

 

Basic and diluted net income (loss) per share, non-redeemable Class A and Class B Ordinary Shares

   $ (0.05 )    $ 0.38  
  

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

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HAYMAKER ACQUISITION CORP. 4

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024

 

     Ordinary Shares                   Total  
     Class A      Class B      Additional      Accumulated     Shareholders’  
     Shares      Amount      Shares      Amount      Paid-in
Capital
     Deficit     Deficit  

Balance at December 31, 2023

     797,600      $ 80        5,750,000      $ 575      $ —       $ (8,220,291 )    $ (8,219,636 ) 

Accretion of Class A Ordinary Shares to redemption amount

     —         —         —         —         —         (12,263,797 )      (12,263,797 ) 

Net income

     —         —         —         —         —         11,323,538       11,323,538  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Balance at December 31, 2024

     797,600        80        5,750,000        575        —         (9,160,550 )      (9,159,895 ) 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Accretion of Class A Ordinary Shares to redemption amount

     —         —         —         —         —         (12,617,205 )      (12,617,205 ) 

Net (loss)

     —         —         —         —         —         (1,469,806 )      (1,469,806 ) 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Balance at December 31, 2025

     797,600      $ 80        5,750,000      $ 575      $ —       $ (23,247,561 )    $ (23,246,906 ) 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

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HAYMAKER ACQUISITION CORP. 4

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

     For the Year
Ended
December 31,
2025
    For the Year
Ended
December 31,
2024
 
 
 
 

Cash Flows from Operating Activities:

    

Net (loss) income

   $ (1,469,806 )    $ 11,323,538  

Adjustments to reconcile net income (loss) to net cash used in operating activities:

    

Interest earned on cash and marketable securities held in Trust Account

     (10,367,205 )      (12,263,797 ) 

Initial loss on Subscription Agreement liability

     7,177,500       —   

Change in fair value of Subscription Agreement liability

     1,897,500       —   

Changes in operating assets and liabilities:

    

Prepaid expenses

     146,691       76,443  

Prepaid insurance

     —        143,737  

Accrued expenses

     1,858,640       300,230  
  

 

 

   

 

 

 

Net cash used in operating activities

     (756,680 )      (419,849 ) 
  

 

 

   

 

 

 

Cash Flows from Investing Activities:

    

Payment of extension fee into Trust Account

     (2,250,000 )      —   

Cash withdrawn from Trust Account in connection with redemption

     4,136,921       —   
  

 

 

   

 

 

 

Net cash provided by investing activities

     1,886,921       —   
  

 

 

   

 

 

 

Cash Flows from Financing Activities:

    

Proceeds from WCL Promissory Note - related party

     2,909,879       400,000  

Payment of offering costs

     —        (85,000 ) 

Redemption of common stock

     (4,136,921 )      —   
  

 

 

   

 

 

 

Net cash (used in) provided by financing activities

     (1,227,042 )      315,000  
  

 

 

   

 

 

 

Net Change in Cash

     (96,801 )      (104,849 ) 

Cash - Beginning of period

     101,126       205,975  
  

 

 

   

 

 

 

Cash - End of period

   $ 4,325     $ 101,126  
  

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

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HAYMAKER ACQUISITION CORP. 4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

Haymaker Acquisition Corp. 4 (the “Company”) is a blank check company incorporated in the Cayman Islands on March 7, 2023. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of December 31, 2025, the Company had a direct wholly-owned subsidiary, Suncrete, Inc., a Delaware corporation (“PubCo”), and Pubco had two direct wholly-owned subsidiaries: (i) Haymaker Merger Sub I, Inc., a Delaware corporation (“Merger Sub I”), and (ii) Haymaker Merger Sub II, LLC, a Delaware limited liability company (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”) Pubco was formed solely in contemplation of the proposed Business Combination with Suncrete, Inc. (the “Suncrete Business Combination”). The Merger Subs have not commenced any operations and have only nominal assets and no liabilities or contingent liabilities, nor any outstanding commitments other than in connection with the Suncrete Business Combination.

As of December 31, 2025, the Company had not commenced any operations. All activity for the period from March 7, 2023 (inception) through December 31, 2025 relates to the Company’s formation and the initial public offering consummated on July 28, 2023 (the “Initial Public Offering”), and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and investments from the proceeds derived from the Initial Public Offering and Private Placement (as defined below). The Company has selected December 31 as its fiscal year end.

The Registration Statement on Form S—1 for the Initial Public Offering, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 3, 2023, as amended (File No. 333—273117), was declared effective on July 25, 2023 (the “IPO Registration Statement”). On July 28, 2023, the Company consummated the Initial Public Offering of 23,000,000 units (the “Public Units”), at price of $10.00 per Public Unit, including 3,000,000 Public Units (the “Option Units”) issued pursuant to the exercise of the underwriters’ over-allotment option in full (the “Over-Allotment Option”), generating gross proceeds of $230,000,000 (see Note 3). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”, and with respect to the Class A Ordinary Shares included in the Public Units, the “Public Shares”) and one-half of one redeemable warrant (each a “Public Warrant,” and together with the Private Placement Warrants (as defined below), the “Warrants”). Each whole Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $11.50 per share.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of 797,600 Units (the “Private Placement Units” and, with respect to the shares of the Class A Ordinary Shares and warrants included in the Private Placement Units, the “Private Placement Shares” and “Private Placement Warrants”, respectively, and together with the Public Units, the “Units”) to Haymaker Sponsor IV LLC (the “Sponsor”) at a price of $10.00 per Private Placement Unit, generating gross proceeds of $7,976,000 (see Note 4).

Following the closing of the Initial Public Offering on July 28, 2023, an amount of $232,300,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in a U.S.-

 

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Table of Contents

HAYMAKER ACQUISITION CORP. 4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

 

based trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee, and will be invested only in U.S. government treasury obligations and/or held as cash or cash equivalents (including in demand deposit accounts) with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations and/or held as cash or cash items (including in a demand deposit account at bank), as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

Transaction costs related to the issuances described above amounted to $13,424,812, consisting of $4,000,000 of cash underwriting fees, $8,650,000 of deferred underwriting fees and $774,812 of other offering costs.

The Company’s management (“Management”) has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully.

The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting discounts held in the Trust Account and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide the holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholders meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account, plus any interest income earned thereon and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon completion of a Business Combination with respect to the Warrants. These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”).

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of such a Business Combination and, if the Company seeks shareholder approval, a majority of the Ordinary Shares (as defined in Note 2) voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its amended and restated memorandum and articles of association (the “Amended and Restated Articles”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the

 

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HAYMAKER ACQUISITION CORP. 4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

 

Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.

Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Articles provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed to waive redemption rights with respect to any Founder Shares and any Public Shares it may acquire during or after the Initial Public Offering in connection with the completion of Business Combination.

The Company has until July 28, 2026 (subject to monthly extensions pursuant to the 2025 Extension Amendment (as defined below), or until such earlier date as its board of directors (the “Board”) may approve, unless otherwise extended in accordance with the Amended and Restated Articles, to complete a Business Combination (the “Combination Period”).

The underwriters have agreed to waive their rights to their deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per Public Share due to reductions in the value of the Trust Account assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

On July 24, 2025, the Company held the 2025 annual general meeting at which the Company’s shareholders approved a proposal to amend the Company’s amended and restated memorandum and articles of association which extended the date by which the Company has to consummate a Business Combination on a monthly basis for up to twelve times from July 28, 2025 to July 28, 2026, (the “2025 Extension Amendment”). As a result of the 2025 Extension Amendment, holders of 372,101 Class A Ordinary Shares exercised their right to redeem their shares for cash at a redemption price of approximately $11.12 per share. Approximately $4,136,911 was removed from the Trust Account to redeem such shares and 23,425,499 Class A Ordinary Shares remain outstanding after the redemption has been effected. Upon payment of the redemption, approximately

 

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HAYMAKER ACQUISITION CORP. 4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

 

$251,570,445 remained in the Trust Account prior to any additional contribution made by the Sponsor pursuant to the 2025 Extension Promissory Note (as defined below).

In connection with the 2025 Extension Amendment, the Sponsor agreed to make monthly payments, each in an amount equal to the lesser of (i) $0.025 for each outstanding Class A Ordinary Share, and (ii) $375,000, directly to the Trust Account. In exchange for such contributions, the Company issued to the Sponsor an extension promissory note, in an aggregate principal amount of up to $4,500,000, on July 28, 2025 (the “2025 Extension Promissory Note”). The 2025 Extension Promissory Note bears no interest and is repayable by the Company to the Sponsor upon the earlier date of (i) the consummation of a Business Combination, and (ii) the last day the Company has to complete a Business Combination in accordance with the Company’s Amended and Restated Articles. Such date may be accelerated upon the occurrence of an “Event of Default” (as defined in the 2025 Extension Promissory Note). Any outstanding principal under the 2025 Extension Promissory Note may be prepaid at any time by the Company, at its election and without penalty. As of December 31, 2025 and 2024, the Company has no amount drawn on the 2025 Extension Promissory Note, respectively. On July 28, 2025, August 28, 2025 and September 30, 2025, extension contributions of $375,000 each were made by the Sponsor.

On October 9, 2025, the Company, Suncrete, Inc., a Delaware corporation and direct wholly owned subsidiary of the Company (“Pubco”), Merger Sub I, Haymaker Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Pubco (“Merger Sub II”), and Concrete Partners Holding, LLC, a Delaware limited liability company (“Concrete”), entered into a Business Combination Agreement, dated as of October 9, 2025 (the “Suncrete Business Combination Agreement”).

Concurrently with the execution and delivery of the Business Combination Agreement, the Company and Pubco entered into the subscription agreements with certain accredited investors and qualified institutional buyers (collectively, the “PIPE Investors”), pursuant to which, among other things, Pubco agreed to issue and sell to the PIPE Investors, in a private placement to close immediately prior to the closing of the merger between Merger Sub II and Suncrete (the “Acquisition Merger”), an aggregate of approximately $82.5 million in shares of Pubco Class A Common Stock and, in certain circumstances, Pre-Funded Common Stock Purchase Warrants to purchase Pubco Class A Common Stock (the “PIPE Investment”).

Going Concern and Liquidity

As of December 31, 2025, the Company had $4,325 in cash and marketable securities held outside of the Trust Account and a working capital deficit of $5,521,906. The Company’s obligations due within one year of the date the accompanying consolidated financial statements are issued are expected to exceed those amounts. The Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the accompanying consolidated financial statements are issued. Management plans to address this uncertainty through a Business Combination. If a Business Combination is not consummated by the end of the Combination Period, currently July 28, 2026 (subject to monthly extensions pursuant to the 2025 Extension Amendment), there will be a mandatory liquidation and subsequent dissolution of the Company, which raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period. The Company intends to complete the initial Business Combination before the end of the Combination Period. However, there can be no assurance that the Company will be able to consummate any Business Combination by the end of the Combination Period.

 

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HAYMAKER ACQUISITION CORP. 4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

 

Risks and Uncertainties

The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine, between the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other armed hostilities. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the accompanying consolidated financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

 

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HAYMAKER ACQUISITION CORP. 4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

 

Use of Estimates

The preparation of the accompanying consolidated financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the accompanying consolidated financial statements and the reported amounts of expenses and disclosure of contingent assets and liabilities during the reporting period. Making estimates requires Management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the accompanying consolidated financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates.

Cash

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2025 and 2024.

Cash and Marketable Securities Held in Trust Account

At December 31, 2025 and 2024, substantially all the assets held in the Trust Account amounting to $258,240,938 and $249,760,654, respectively, were held in money market funds, which are invested primarily in treasury securities. All of the Company’s investments held in the Trust Account are presented on the accompanying balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on cash and marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Class A Ordinary Shares Subject to Possible Redemption

The Public Shares contain a redemption feature that allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Amended and Restated Articles. In accordance with ASC 480, conditionally redeemable Class A Ordinary Shares (including Class A Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, the Amended and Restated Articles provides that currently, the Company will only redeem its Public Shares if the net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of the initial Business Combination. However, the threshold in its Amended and Restated Articles would not change the nature of the underlying shares as redeemable and thus Public Shares are required to be disclosed outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Ordinary Shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit.

 

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HAYMAKER ACQUISITION CORP. 4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

 

As of December 31, 2025 and 2024, the Class A Ordinary Shares reflected in the accompanying consolidated balance sheets are reconciled in the following table:

 

Class A Ordinary Shares subject to possible redemption, December 31, 2023

   $ 237,496,857  

Plus:

  

Accretion of carrying value to redemption value

     12,263,797  
  

 

 

 

Class A Ordinary Shares subject to possible redemption, December 31, 2024

     249,760,654  

Less:

  

Redemption

     (4,136,921 ) 

Plus:

  

Accretion of carrying value to redemption value

     12,617,205  
  

 

 

 

Class A Ordinary Shares subject to possible redemption, December 31, 2025

   $ 258,240,938  
  

 

 

 

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs”, and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $13,424,812, consisting of $4,000,000 of cash underwriting fees, $8,650,000 of deferred underwriting fees and $774,812 of other offering costs. As such, the Company recorded $13,326,517 of offering costs as a reduction of temporary equity and $98,295 of offering costs as a reduction of permanent equity.

Income Taxes

The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the consolidated financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s consolidated financial statements and prescribes a recognition threshold and measurement process for consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the accompanying consolidated financial statements.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of

 

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HAYMAKER ACQUISITION CORP. 4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

 

December 31, 2024 and 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the accompanying consolidated financial statements.

Concentration of Credit Risk

The Company has significant cash balances at financial institutions, which throughout the year, regularly exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement”, approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

Net Income (loss) Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, (i) Class A Ordinary Shares and (ii) non-redeemable Class A Ordinary Shares and Class B ordinary shares, par value of $0.0001 per share (the “Class B Ordinary Shares”, and together with the Class A Ordinary Shares, the “Ordinary Shares”).

Income and losses are shared pro rata between the two classes of shares. Net income (loss) per Ordinary Share is calculated by dividing the net income (loss) by the weighted average shares of Ordinary Shares outstanding for the respective period.

The calculation of diluted net income (loss) does not consider the effect of the Public Warrants (including the full exercise of the Over-Allotment Option) and the Private Placement Warrants to purchase an aggregate of 11,898,800 Class A Ordinary Shares in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the year ended December 31, 2025 and 2024. Accretion associated with the redeemable Class A Ordinary Shares is excluded from earnings per share as the redemption value approximates fair value.

 

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HAYMAKER ACQUISITION CORP. 4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

 

The following table reflects the calculation of basic and diluted net income (loss) per Ordinary Share (in dollars, except per share amounts):

 

     For the Year Ended      For the Year Ended  
     December 31, 2025      December 31, 2024  
            Non-Redeemable             Non-Redeemable  
     Redeemable      Class A And      Redeemable      Class A And  
     Class A      Class B      Class A      Class B  

Basic and diluted net income (loss) per ordinary share

           

Numerator:

           

Allocation of net income (loss), as adjusted

   $ (1,142,296 )     $ (327,510 )     $ 8,814,299      $ 2,509,239  

Denominator:

           

Basic and diluted weighted average shares outstanding

     22,836,887        6,547,600        23,000,000        6,547,600  
  

 

 

    

 

 

    

 

 

    

 

 

 

Basic and diluted net income (loss) per ordinary share

   $ (0.05 )     $ (0.05 )     $ 0.38      $ 0.38  
  

 

 

    

 

 

    

 

 

    

 

 

 

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the accompanying statements of operations. For derivative instruments that are classified as equity, the derivative instruments are initially measured at fair value (or allocated value), and subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.

Warrants

The Company accounts for Warrants as either equity-classified or liability-classified instruments based on an assessment of the Warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own Ordinary Shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of Warrant issuance and as of each subsequent quarterly period end date while the Warrants are outstanding.

For issued or modified Warrants that meet all of the criteria for equity classification, the Warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified Warrants that do not meet all the criteria for equity classification, the Warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the Warrants are recognized as a non-cash gain or loss on the accompanying statements of operations.

The Warrants met all of the criteria for equity classification and accounted for as such.

 

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HAYMAKER ACQUISITION CORP. 4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

 

Subscription Agreement Liability

On October 9, 2025, the Company entered into a subscription agreement (“Subscription Agreement”). The Company accounts for the Subscription Agreement as a derivative instrument in accordance with the guidance in FASB ASC Topic 815-40, “Contracts in Entity’s Own Equity” (“ASC 815-40”). The instrument is subject to re-measurement at each balance sheet date, with changes in fair value recognized in the accompanying consolidated statement of operations. The ability of the Company to receive any of the proceeds of the Subscription Agreement is dependent upon the financial metrics of the Business Combination target, among other factors, rendering the receipt of such proceeds outside the control of the Company. As of December 31, 2025 and 2024, the fair value of the subscription agreement liability was $9,075,000 and $0, respectively.

Recent Accounting Standards

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying consolidated financial statements.

NOTE 3. INITIAL PUBLIC OFFERING

The IPO Registration Statement was declared effective on July 25, 2023. On July 28, 2023, the Company consummated the Initial Public Offering of 23,000,000 Public Units, at a price of $10.00 per Public Unit, including 3,000,000 Option Units issued pursuant to the full exercise of the Over-Allotment Option in full, generating gross proceeds of $230,000,000. Each Public Unit consisted of one Public Share and one-half of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A Ordinary Share at an exercise price of $11.50 per whole share, subject to adjustment (see Note 7).

Commencing September 15, 2023, the holders of the Public Units may elect to separately trade the Public Shares and Public Warrants.

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 797,600 Private Placement Units at a price of $10.00 per Private Placement Unit in the Private Placement to the Sponsor, including 30,000 Private Placement Units issued in connection with the full exercise of the Over-Allotment Option, generating gross proceeds of $7,976,000. Each Private Placement Unit consists of one Private Placement Share and one-half of one Private Placement Warrant. The proceeds from the sale of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Units will expire worthless.

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On March 15, 2023, the Sponsor acquired 5,750,000 Class B Ordinary Shares (the “Founder Shares”) for an aggregate purchase price of $25,000 paid to cover certain expenses on behalf of the Company. The Founder Shares included an aggregate of up to 750,000 Class B Ordinary Shares subject to forfeiture by the Sponsor to the extent that the Over-Allotment Option was not exercised in full or in part, so that the Sponsor would own, on

 

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HAYMAKER ACQUISITION CORP. 4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

 

an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (excluding any Public Shares purchased by the Sponsor in the Initial Public Offering and excluding the Private Placement Units). On July 28, 2023, the Over—Allotment Option was exercised in full, so those 750,000 Class B Ordinary Shares are no longer subject to forfeiture.

The Sponsor has agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees as disclosed in the IPO Registration Statement) until the earlier of (i) six months following the consummation of a Business Combination; or (ii) subsequent to the consummation of a Business Combination, the date on which the Company consummates a transaction that results in all of its shareholders having the right to exchange their shares for cash, securities, or other property.

Promissory Notes - Related Party

On March 13, 2023, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “IPO Promissory Note”). This loan was non-interest bearing and payable on the earlier of December 31, 2023 or the date on which the Company consummated the Initial Public Offering. Prior to the Initial Public Offering, the Company had borrowed $272,550 under the IPO Promissory Note. On July 28, 2023, the Company repaid the outstanding balance under the IPO Promissory Note in full. Borrowings under the IPO Promissory Note are no longer available to the Company subsequent to the Initial Public Offering.

On June 10, 2024, the Company issued a promissory note (the “WCL Promissory Note”) in the principal amount of up to $1,500,000 to the Sponsor. The WCL Promissory Note was issued in connection with advances the Sponsor may make in the future to the Company from time to time for working capital expenses. The WCL Promissory Note is non-interest bearing and payable upon the earlier of (i) completion of the Company’s initial Business Combination or (ii) the date the winding up of the Company is effective. At the election of the Sponsor, all or a portion of the unpaid principal amount of the WCL Promissory Note may be converted into WCL Units (as defined below) at a price of $10.00 per WCL Unit, which will be identical to the Private Placement Units. These WCL Units and their underlying securities are entitled to the registration rights set forth in the WCL Promissory Note. As of December 31, 2025 and 2024, the Company had $1,059,879 and $400,000 drawn on this WCL Promissory Note, respectively.

In connection with the 2025 Extension Amendment, the Sponsor agreed to make monthly payments, each in an amount equal to the lesser of (i) $0.025 for each outstanding Class A Ordinary Share, and (ii) $375,000, directly to the Trust Account. In exchange for such contributions, the Company issued to the Sponsor the 2025 Extension Promissory Note, in an aggregate principal amount of up to $4,500,000, on July 28, 2025. The 2025 Extension Promissory Note bears no interest and is repayable by the Company to the Sponsor upon the earlier date of (i) the consummation of a Business Combination, and (ii) the last day the Company has to complete a Business Combination in accordance with its Amended and Restated Articles. Such date may be accelerated upon the occurrence of an “Event of Default” (as defined in the 2025 Extension Promissory Note). Any outstanding principal under the 2025 Extension Promissory Note may be prepaid at any time by the Company, at its election and without penalty. As of December 31, 2025 and 2024, the Company had $2,250,000 and $0 drawn on the 2025 Extension Promissory Note, respectively.

Support Agreements

The Sponsor has agreed, commencing from the date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company

 

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HAYMAKER ACQUISITION CORP. 4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

 

certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. Pursuant to an administrative services agreement, dated July 25, 2023, the Company agreed to pay to an affiliate of the Company’s Vice President up to $20,000 per month for these services during the Combination Period. Upon completion of an initial Business Combination or the Company’s liquidation, any remaining monthly payments from the Combination Period will be accelerated and due at the closing of the initial Business Combination or liquidation. For the year ended December 31, 2025 and 2024, the Company incurred expenses of $240,000 and $240,000, respectively, for services under this agreement, which were included in general and administrative expenses – related party on the accompanying consolidated statements of operations.

In addition, pursuant to an advisory services agreement, dated July 25, 2023, following the commencement of the Initial Public Offering, the Company agreed to pay an affiliate of the Company’s Chief Financial Officer $20,000 per month for services rendered prior to the consummation of the initial Business Combination; such amounts will only be payable upon the successful completion of the initial Business Combination. As of December 31, 2025 and 2024, the contingent fee payable for these services were amounted to $240,000 and $240,000, respectively.

Working Capital Loans

In order to finance transaction costs in connection with the initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest bearing basis (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company will repay such Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination company, at a price of $10.00 per unit at the option of the lender, upon consummation of the initial Business Combination (the “WCL Units”). The WCL Units would be identical to the Private Placement Units. As of December 31, 2025 and 2024, the Company had $1,059,879 and $400,000 drawn on this WCL Promissory Note, respectively.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights Agreement

The holders of the Founder Shares, the Private Placement Units and any WCL Units (and any underlying Class A Ordinary Shares thereunder) have registration and shareholder rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement, dated as of July 25, 2023. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

Simultaneously with the Initial Public Offering and sale of 20,000,000 Public Units, the underwriters fully exercised the Over-Allotment Option to purchase an additional 3,000,000 Option Units at an offering price of $10.00 per Option Unit for an aggregate purchase price of $30,000,000.

 

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HAYMAKER ACQUISITION CORP. 4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

 

The underwriters were paid a cash underwriting discount of $0.20 per Public Unit, or $4,000,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, $0.35 per Public Unit and $0.55 per Option Unit, or $8,650,000 in the aggregate, will be payable to the representatives of the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement entered into on July 25, 2023.

Advisory Services Agreement

On November 29, 2023, the Company engaged Roth Capital Partners, LLC (“Roth”) to provide advisory services in connection with the Company’s proposed Business Combination. Pursuant to the agreement, Roth is entitled to an advisory fee of $30,000 per month, calculated from the closing of the Company’s Initial Public Offering to the public filing with SEC of the business combination agreement for the Business Combination. The advisory fee is contingent upon the successful completion of the Business Combination and is payable only upon its closing. As of December 31, 2025 and 2024, the contingent fee payable for these services was approximately $812,000 and $512,000, respectively. No amounts have been accrued for this fee as payment is contingent upon the consummation of the Business Combination.

Business Combination Agreement

On October 9, 2025, the Company, Pubco, Merger Sub I, Merger Sub II, and Concrete, entered into a Business Combination Agreement, dated as of October 9, 2025.

Subscription Agreement

On October 9, 2025, concurrently with the execution and delivery of the Suncrete Business Combination Agreement, the Company and Pubco entered into the subscription agreements with certain accredited investors and qualified institutional buyers (collectively, the “PIPE Investors”), pursuant to which, among other things, Pubco agreed to issue and sell to the PIPE Investors, in a private placement to close immediately prior to the closing of the Acquisition Merger, an aggregate of approximately $82.5 million in shares of Pubco Class A Common Stock and, in certain circumstances, Pre-Funded Common Stock Purchase Warrants to purchase Pubco Class A Common Stock (the “PIPE Investment”).

The Company accounts for the Subscription Agreement as a derivative instrument in accordance with the guidance in ASC 815-40. The instrument is subject to re-measurement at each balance sheet date, with changes in fair value recognized in the accompanying consolidated statement of operations. The ability of the Company to receive any of the proceeds of the Subscription Agreement is dependent upon the financial metrics of the Business Combination target, among other factors, rendering the receipt of such proceeds outside the control of the Company. As of December 31, 2025 and 2024, the fair value of the subscription agreement liability was $9,075,000 and $0, respectively.

NOTE 7. SHAREHOLDERS’ DEFICIT

Preference Shares

The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Board. As of December 31, 2024 and 2023, there were no preference shares issued or outstanding.

 

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HAYMAKER ACQUISITION CORP. 4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

 

Class A Ordinary Shares

The Company is authorized to issue 500,000,000 Class A Ordinary Shares with a par value of $0.0001 per share. Holders of the Class A Ordinary Shares are entitled to one vote for each share. As of December 31, 2024 and 2023, there were 23,797,600 Class A Ordinary Shares issued and outstanding, including 23,000,000 Class A Ordinary Shares subject to possible redemption and classified as temporary equity. The remaining 797,600 Class A Ordinary Shares from the sale of the Private Placement Units are non-redeemable and are classified as permanent deficit.

Class B Ordinary Shares

The Company is authorized to issue 50,000,000 Class B Ordinary Shares with a par value of $0.0001 per share. Holders of Class B Ordinary Shares are entitled to one vote for each share. As of December 31, 2024 and 2023, there were 5,750,000 Class B Ordinary Shares issued and outstanding. Of the 5,750,000 Class B Ordinary Shares outstanding, up to 750,000 shares were subject to forfeiture to the extent that the Over-Allotment Option was not exercised in full or in part, so that the Sponsor would collectively own 20% of the Company’s issued and outstanding Ordinary Shares after the Initial Public Offering. On July 28, 2023, the Over-Allotment Option was exercised in full, so those 750,000 Class B Ordinary Shares are no longer subject to forfeiture.

Shareholders of record of the Ordinary Shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A Ordinary Shares and holders of Class B Ordinary Shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law.

The Founder Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of a Business Combination, and may be converted at any time prior to the Business Combination, at the option of the holder, on a one-for-one basis (unless otherwise provided in the Business Combination agreement), subject to adjustment for share sub divisions, share dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A Ordinary Shares or equity-linked securities are issued or deemed issued in connection with the Business Combination, the number of Class A Ordinary Shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of Class A Ordinary Shares outstanding after such conversion (not including the Class A Ordinary Shares underlying the Private Placement Units), including the total number of Class A Ordinary Shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Business Combination, excluding any Class A Ordinary Shares or equity-linked securities or rights exercisable for or convertible into Class A Ordinary Shares issued, or to be issued, to any seller in the Business Combination and any WCL Units issued to the Sponsor, officers or directors upon conversion of WCL Promissory Note, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

In addition, only holders of Founder Shares will have the right to vote on the appointment of directors prior to the completion of the Company’s initial Business Combination and on a vote to continue the Company in a jurisdiction outside the Cayman Islands.

Warrants

As of December 31, 2025 and 2024, there were 11,898,800 Warrants outstanding (including 11,500,000 Public Warrants and 398,800 Private Placement Warrants). Each whole Public Warrant entitles the registered holder to

 

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HAYMAKER ACQUISITION CORP. 4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

 

purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the initial Business Combination.

Pursuant to the warrant agreement the Company entered into with Continental on July 25, 2023 (the “Warrant Agreement”), a warrant holder may exercise its Public Warrants only for a whole number of Class A Ordinary Shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will expire five years after the completion of the initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a post-effective amendment to the IPO Registration Statement or a new registration statement covering the registration, under the Securities Act, of the Class A Ordinary Shares issuable upon exercise of the Warrants and thereafter will use commercially reasonable efforts to cause the same to become effective within 60 business days following the initial Business Combination and to maintain a current prospectus relating to the Class A Ordinary Shares issuable upon exercise of the Warrants, until the expiration of the Warrants in accordance with the provisions of the Warrant Agreement. If a registration statement covering the Class A Ordinary Shares issuable upon exercise of the Warrants is not effective by the sixtieth (60) business days after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Once the Warrants become exercisable, the Company may call the Warrants for redemption for cash:

 

  •  

in whole and not in part;

 

  •  

at a price of $0.01 per Public Warrant;

 

  •  

upon not less than 30 days’ prior written notice of redemption (the “30-Day Redemption Period”) to each warrant holder; and

 

  •  

if, and only if, the closing price of the Ordinary Shares equals or exceeds $18.00 per share (as adjusted for share sub divisions, share capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A Ordinary Shares and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination as described in the IPO Registration Statement) on each of 20 trading days within a 30-trading day period commencing once the Warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders and there is an effective registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to those Class A Ordinary Shares is available throughout the 30-Day Redemption Period.

If and when the Warrants become redeemable by the Company for cash, the Company may exercise the redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

In addition, if (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective

 

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HAYMAKER ACQUISITION CORP. 4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

 

issue price of less than $9.20 per Class A Ordinary Shares (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares or Private Placement Units held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and the volume weighted average trading price of the Class A Ordinary Shares during the 20 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination. The Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants.

The Company accounts for 11,898,800 Warrants issued in connection with the Initial Public Offering (including 11,500,000 Public Warrants and 398,800 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that the Warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.

NOTE 8. FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects Management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

 

  •  

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

 

  •  

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

 

  •  

Level 3: Unobservable inputs based on an assessment of the assumptions that market participants would use in pricing the asset or liability.

Level 1 assets include investments in a money market fund that invests solely in U.S. government securities. At December 31, 2025, assets held in the Trust Account were comprised of $258,240,938 in money market funds,

 

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HAYMAKER ACQUISITION CORP. 4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

 

which were invested primarily in U.S. government securities. At December 31, 2024, assets held in the Trust Account were comprised of $249,760,654 in money market funds, which were invested primarily in U.S. government securities. For the period ended December 31, 2025 and 2024, the Company did not withdraw any of the interest earned on the Trust Account.

 

     Fair Value Measured as of December 31, 2025  
     Level 1      Level 2      Level 3      Total  

Assets

           

Cash and marketable securities held in Trust Account

   $ 258,240,938      $ —       $ —       $ 258,240,938  
  

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities:

           

Subscription agreement liability

     —         —         9,075,000        9,075,000  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Subscription agreement liability

   $ —       $ —       $ 9,075,000      $ 9,075,000  
  

 

 

    

 

 

    

 

 

    

 

 

 

Subscription Agreement Liability

In order to calculate the fair value of the subscription agreement liability, the Company utilized the following inputs:

 

     October 9, 2025  
     (Initial
measurement)
    December31,
2025
 

Probability of Business Combination

     60 %      75 % 

Underlying Ordinary Share price

   $ 11.27     $ 11.38  

Term (years)

     0.48       0.25  

Risk-free rate

     3.85 %      3.67 % 

Volatility

     2.50 %      10.40 % 

The following table presents the changes in the fair value of the Subscription Agreement liability:

 

     Subscription
Agreement
 

Fair value as of October 9, 2025 (initial measurement)

   $ 7,177,500  

Change in fair value

     1,897,500  
  

 

 

 

Fair value as of December 31, 2025

   $ 9,075,000  
  

 

 

 

The change in the fair value of the subscription liability for the year ended December 31, 2025 is $1,897,500. There was no subscription liability for the year ended December 31, 2024.

There were no transfers between fair value levels during year ended December 31, 2025 and 2024.

NOTE 9. SEGMENT INFORMATION

ASC 280 establishes standards for companies to report in their consolidated financial statement information about operating segments, products, services, geographic areas, and major customers. “Operating segments” are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

 

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HAYMAKER ACQUISITION CORP. 4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

 

The Company’s CODM has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, Management has determined that there is only one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income that also is reported on the consolidated statements of operations as net income. The measure of segment assets is reported on the consolidated balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income and total assets, which include the following:

 

     December 31, 2025      December 31, 2024  

Trust Account

   $ 258,240,938      $ 249,760,654  

Cash

   $ 4,325      $ 101,126  
     Year Ended
December 31,
     Year Ended
December 31,
 
     2025      2024  

General and administrative expenses

   $ 2,522,011      $ 700,259  

Interest earned on cash and marketable securities held in Trust Account

   $ 10,367,205      $ 12,263,797  

The CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.

General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Combination Period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative expenses, as reported on the consolidated statements of operations, are the significant segment expenses provided to the CODM on a regular basis. The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies.

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the accompanying balance sheet date and up to the date the accompanying consolidated financial statements were issued. Based upon this review, other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the accompanying consolidated financial statements.

In connection with the Suncrete Business Combination, the Company and Pubco previously entered into subscription agreements with certain accredited investors and qualified institutional buyers (collectively, the “PIPE Investors”) for an aggregate commitment amount of approximately $82.5 million in shares of Pubco Class A Common Stock (as defined in the Suncrete Business Combination Agreement) and, in certain circumstances, Pre-Funded Common Stock Purchase Warrants (as defined in the Suncrete Business Combination Agreement) to purchase Pubco Class A Common Stock (as defined in the Suncrete Business Combination Agreement and such investment, the “PIPE Investment”). On January 30, 2026, the Company and Pubco entered

 

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HAYMAKER ACQUISITION CORP. 4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

 

into subscription agreements with certain additional investors for an additional commitment amount of $23 million. The foregoing description of the PIPE investment and the PIPE subscription agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of PIPE subscription agreement.

On February 1, 2026, Steven J. Heyer, who served as President and as a member of the Board of the Company since March 2023, was removed from his position as President and a member of the Board with immediate effect. Mr. Heyer’s departure was not related to any disagreement with the Company on any matter related to the Company’s operations, policies or practices.

On March 24, 2026, the Company and Suncrete entered into Non-Redemption Agreements (each, a “Non-Redemption Agreement”) with certain investors (collectively, the “Investors”), pursuant to which, among other things, the Investors agreed to acquire an aggregate of 4,442,085 Public Shares from Public Shareholders, either in the open market or through privately negotiated transactions, at a price no higher than the redemption price per share payable to Public Shareholders who exercise redemption rights with respect to their Public Shares, prior to the closing date of the Suncrete Business Combination, to waive their redemption rights and hold the Public Shares through the closing date of the Suncrete Business Combination, and to abstain from voting and not vote the Public Shares in favor of or against the Business Combination. Suncrete intends to pay to the Public Shareholders that sell Public Shares in connection with the Non-Redemption Agreements an amount equal to the difference between the actual redemption price for the Public Shares and the price at which such sellers sell the Public Shares to the Investors. As a result of the Non-Redemption Agreements and after giving effect to the aggregate fees that Suncrete has agreed to pay the Investors, the Company is expected to receive net proceeds of approximately $10.75 per non-redeemed Public Share. The Company may enter into additional Non-Redemption Agreements on similar terms. Assuming that the Investors acquire all of the Public Shares they have agreed to purchase and that the previously announced PIPE investment is consummated for aggregate proceeds of $105.5 million, the parties anticipate that the Minimum Cash Condition (as defined in the Subcrete BCA) will be satisfied upon consummation of the Suncrete Business Combination.

On March 26, 2026, the Company entered into a Securities Exchange Agreement (the “Exchange Agreement”) with holders of Suncrete’s Senior Preferred Units (the “Senior Preferred Units”), pursuant to which Pubco agreed to issue an aggregate of 26,000 shares of Series A Convertible Perpetual Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), to such Senior Preferred Unit holders in exchange for their Senior Preferred Units (the “Exchange”). The Exchange will occur automatically immediately prior to the closing of the Acquisition Merger (as defined in the Suncrete Business Combination Agreement), following the acceptance by the Secretary of State of the State of Delaware of the Certificate of Designation for the Series A Convertible Perpetual Preferred Stock. The obligations of each of the parties to consummate the Exchange is subject to condition that as of the closing of the Exchange, the Available Cash (as defined in the Sucrete Business Combination Agreement) is less than $250.0 million.

On March 27, 2026, the Company and Pubco entered into a subscription agreement (the “New Subscription Agreement”) with an additional PIPE Investor for a commitment amount of $61.6 million, bringing the aggregate total subscription amount of the PIPE Investment to $167.1 million. The Company and Pubco have also agreed to afford the existing PIPE Investors the benefit of the additional rights set forth in the New Subscription Agreement. The securities issuable in connection with the PIPE Investment will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Unitholders

Concrete Partners Holding, LLC

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Concrete Partners Holding, LLC (a Delaware corporation) (and subsidiaries) (the “Successor”) (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in mezzanine equity and common unitholder equity, and cash flows for the year ended December 31, 2025 and for the period from May 22, 2024 (date of inception) to December 31, 2024, and the related notes. We have audited the accompanying combined statements of operations, changes in common unitholder equity, and cash flows for the period from January 1, 2024 to July 29, 2024 and the year ended December 31, 2023, and the related notes of Eagle Redi-Mix Concrete, LLC and Ram Transportation, LLC (collectively, the “Predecessor”) (Oklahoma limited liability companies and subsidiaries of the Company). All statements referenced are collectively referred to as the “consolidated and combined financial statements” In our opinion, the consolidated and combined financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 (Successor), the period from May 22, 2024 (date of inception) to December 31, 2024 (Successor), the period from January 1, 2024 to July 29, 2024 (Predecessor), and the year ended December 31, 2023 (Predecessor), in conformity with accounting principles generally accepted in the United States of America.

Basis for opinion

These consolidated and combined financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated and combined financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2024.

Tulsa, Oklahoma

 

April 14, 2026

 

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CONCRETE PARTNERS HOLDING, LLC

Consolidated Balance Sheets as of December 31, 2025 and 2024 (Successor)

(in thousands, except unit amounts)

 

     December 31,
2025
    December 31,
2024
 

Assets

    

Current assets:

    

Cash and cash equivalents

   $ 6,333     $ 8,410  

Accounts receivable, net

     33,699       19,774  

Inventory

     8,723       5,007  

Other current assets

     5,047       1,241  
  

 

 

   

 

 

 

Total current assets

     53,802       34,432  
  

 

 

   

 

 

 

Property, plant and equipment:

    

Property, plant and equipment, at cost

     168,767       70,965  

Less: accumulated depreciation

     (15,930 )      (4,072 ) 
  

 

 

   

 

 

 

Property, plant and equipment, net

     152,837       66,893  
  

 

 

   

 

 

 

Goodwill

     79,505       79,505  

Customer relationships, net

     71,373       61,636  

Trade names

     24,800       16,800  

Other noncurrent assets, net

     2,385       980  
  

 

 

   

 

 

 

Total assets

   $ 384,702     $ 260,246  
  

 

 

   

 

 

 

Liabilities, Redeemable Mezzanine Equity and Common Unitholder Equity (Deficit)

    

Current liabilities:

    

Accounts payable

   $ 12,558     $ 5,094  

Accrued liabilities

     27,080       3,044  

Current portion of lease liabilities

     475       361  

Long-term debt, current portion

     13,654       6,500  
  

 

 

   

 

 

 

Total current liabilities

     53,767       14,999  
  

 

 

   

 

 

 

Long-term lease liability

     1,727       361  

Long-term debt, net

     186,625       122,485  
  

 

 

   

 

 

 

Total liabilities

     242,119       137,845  

Commitments and contingencies (Note 15)

    

Redeemable mezzanine equity:

    

Redeemable senior preferred units, 26,000,000 units issued and outstanding (at redemption value)

     26,590       26,590  

Redeemable preferred units, 115,700,000 units and 95,700,000 units issued and outstanding (at redemption value) at December 31, 2025 and 2024, respectively

     130,623       99,832  

Common unitholder equity (deficit), 95,700,000 units issued and outstanding

     (14,630 )      (4,021 ) 
  

 

 

   

 

 

 

Total liabilities, redeemable mezzanine equity and common unitholder equity (deficit)

   $ 384,702     $ 260,246  
  

 

 

   

 

 

 

The accompanying notes are an integral part of these financial statements.

 

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CONCRETE PARTNERS HOLDING, LLC (SUCCESSOR) AND COMBINED EAGLE REDI-MIX CONCRETE, LLC AND RAM TRANSPORTATION, LLC (PREDECESSOR)

Consolidated Statement of Operations for the Year Ended December 31, 2025 and for the Period from Inception (May 22, 2024) through December 31, 2024 (Successor), and Combined Statements of Operations for the Period from January 1, 2024 through July 29, 2024 and the Year Ended December 31, 2023 (Predecessor)

(in thousands, except units and per units amounts)

 

     Successor     Predecessor  
     Year ended
December 31,
2025
    Period from
Inception
(May 22,
2024)
through
December 31,
2024
    Period
from
January 1,
2024
through
July 29,
2024
    Year ended
December 31,
2023
 

Revenues

   $ 194,871     $ 79,650     $ 103,661     $ 144,279  

Cost of goods sold

     127,925       49,419       65,065       93,093  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     66,946       30,231       38,596       51,186  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses:

          

Selling, general and administrative expenses (1)

     45,553       16,346       16,883       22,665  

Acquisition-related costs (2)

     6,696       7,422       —        —   

(Gain) loss on disposal of assets, net

     272       (108 )      40       197  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     52,521       23,660       16,923       22,862  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     14,425       6,571       21,673       28,324  
  

 

 

   

 

 

   

 

 

   

 

 

 

Other income (expense):

          

Other expenses

     (418 )      (319 )      (285 )      (471 ) 

Interest expense, net

     (12,032 )      (5,173 )      (924 )      (878 ) 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other income (expense)

     (12,450 )      (5,492 )      (1,209 )      (1,349 ) 
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     1,975       1,079       20,464       26,975  
  

 

 

   

 

 

   

 

 

   

 

 

 

Distributions to senior preferred unitholders

     (2,340 )      (410 )      —        —   

Accretion of redeemable preferred units to redemption value

     (10,791 )      (33,532 )      —        —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) attributable to common unitholders

   $ (11,156 )    $ (32,863 )    $ 20,464     $ 26,975  
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average common units outstanding

     95,700,000       66,517,937       —        —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic and diluted income (loss) per common units

     (0.12 )      (0.49 )      —        —   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

Includes approximately $2.8 million of affiliated consultant compensation incurred during the 2025 Successor period, $0.9 million during the 2024 Successor period, and $0 during the Predecessor period; see Note 19.

(2)

Includes approximately $3.0 million and $6.3 million of reimbursable third-party diligence costs and affiliated diligence and integration fees incurred during the 2025 and 2024 Successor periods, respectively, and $0 during the Predecessor period; see Note 19.

The accompanying notes are an integral part of these financial statements.

 

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CONCRETE PARTNERS HOLDING, LLC (SUCCESSOR) AND COMBINED EAGLE REDI-MIX CONCRETE, LLC AND RAM TRANSPORTATION, LLC (PREDECESSOR)

 

Consolidated Statement of Changes in Mezzanine Equity and Common Unitholder Equity as of December 31, 2025 and for the Period from Inception (May 22, 2024) through December 31, 2024 (Successor), Combined Statement of Changes in Common Unitholder Equity for the Period from January 1, 2024 through July 29, 2024 and the Year Ended December 31, 2023 (Predecessor)

(unaudited)

(in thousands, except unit amounts)

 

     Mezzanine Equity      Common
Unitholder
Equity
Units
     Common
Unitholder
Equity
(Deficit)
($)
 
     Senior
Preferred
Units
     Senior
Preferred
($)
    Preferred
Units
     Preferred
($)
 

Balance, January 1, 2023 (Predecessor)

                   $ 35,274  

Net income

                     26,975  

Distributions

                     (19,006 ) 
                  

 

 

 

Balance, December 31, 2023 (Predecessor)

                   $ 43,243  

Net income

                     20,464  

Distributions

                     (13,378 ) 
                  

 

 

 

Balance, July 29, 2024 (Predecessor)

                   $ 50,329  
                  

 

 

 

Balance, May 22, 2024 (Successor)

     —       $ —        —       $ —         —       $ —   

Issuance of preferred and common units for cash

     —         —        57,900,000        40,718        57,900,000        17,182  

Issuance of senior preferred units, preferred units, common units for concrete acquisition

     26,000,000        26,000       37,800,000        26,582        37,800,000        11,218  

Net income

     —         —        —         —         —         1,079  

Accretion to redemption value

     —         1,000       —         32,532        —         (33,532 ) 

Distributions

     —         (410 )      —         —         —         —   

Share-based compensation

     —         —        —         —         —         32  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Balance, December 31, 2024 (Successor)

     26,000,000      $ 26,590       95,700,000      $ 99,832        95,700,000      $ (4,021 ) 

Net income

     —         —        —         —         —         1,975  

Issuance of Preferred Units

     —         —        20,000,000        20,000        —         —   

Accretion to redemption value

     —         2,340       —         10,791        —         (13,131 ) 

Distributions

        (2,340 )      —         —         —         —   

Share-based compensation

     —         —        —         —         —         547  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Balance, December 31, 2025
(Successor)

     26,000,000      $ 26,590       115,700,000      $ 130,623        95,700,000      $ (14,630 ) 
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

The accompanying notes are an integral part of these financial statements.

 

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CONCRETE PARTNERS HOLDING, LLC (SUCCESSOR) AND COMBINED EAGLE REDI-MIX CONCRETE, LLC AND RAM TRANSPORTATION, LLC (PREDECESSOR)

 

Consolidated Statement of Cash Flows for the Year Ended December 31, 2025 and for the Period from Inception (May 22, 2024) through December 31, 2024 (Successor), and Combined Statements of Cash Flows for the Period from January 1, 2024 through July 29, 2024 and the Year Ended December 31, 2023 (Predecessor)

(in thousands)

 

    Successor     Predecessor  
    Year ended
December 31,

2025
    Period from
Inception
(May 22,
2024) through
December 31,
2024
    Period
from
January 1,

2024
through
July 29,

2024
    Year ended
December 31,

2023
 

Cash Flows from Operating Activities:

         

Net income

  $ 1,975     $ 1,079     $ 20,464     $ 26,975  

Adjustments to reconcile net income to net cash provided by operating activities:

         

Depreciation and amortization

    19,035       6,740       4,827       6,087  

(Gain) loss on disposal of assets, net

    272       (108 )      40       197  

Non-cash lease expense

    177       (13 )      10       23  

Non-cash share-based compensation

    547       32       —        —   

Non-cash debt issuance cost amortization

    650       253       6       4  

Changes in operating assets and liabilities, net of effects of acquisitions:

         

Accounts receivable, net

    (4,272 )      5,201       (8,023 )      (3,674 ) 

Inventory

    (122 )      250       (916 )      (890 ) 

Other current assets

    (868 )      (89 )      (300 )      (93 ) 

Accounts payable

    1,372       (1,651 )      (1,084 )      3,492  

Accrued liabilities

    2,704       (896 )      2,626       105  
 

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities

    21,470       10,798       17,650       32,226  
 

 

 

   

 

 

   

 

 

   

 

 

 

Cash Flows from Investing Activities:

         

Additions to property, plant and and equipment

    (15,879 )      (3,617 )      (1,047 )      (9,194 ) 

Proceeds from sales of property, plant and equipment

    301       5       176       1,613  

Insurance proceeds on property, plant and equipment

    —        158       —        —   

Net cash paid for acquisitions

    (73,436 )      (189,215 )      (13,872 )      —   
 

 

 

   

 

 

   

 

 

   

 

 

 

Net cash used in investing activities

    (89,014 )      (192,669 )      (14,743 )      (7,581 ) 
 

 

 

   

 

 

   

 

 

   

 

 

 

 

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CONCRETE PARTNERS HOLDING, LLC (SUCCESSOR) AND COMBINED EAGLE REDI-MIX CONCRETE, LLC AND RAM TRANSPORTATION, LLC (PREDECESSOR)

 

    Successor     Predecessor  
    Year ended
December 31, 2025
    Period from Inception (May 22,
2024) through December 31,
2024
    Period from
January 1, 2024
through
July 29, 2024
    Year ended
December 31, 2023
 

Cash Flows from Financing Activities:

         

Borrowings of debt

    86,823       136,200       11,097       —   

Repayment of debt

    (15,638 )      (5,250 )      (2,457 )      (4,629 ) 

Payment of debt issuance costs

    (645 )      (2,464 )      (59 )      —   

Proceeds from issuance of preferred and common units

    —        57,900       —        —   

Payment of deferred financing costs

    (2,733 )      —        —        —   

Distributions

    (2,340 )      (410 )      (14,274 )      (18,186 ) 
 

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) financing activities

    65,467       185,976       (5,693 )      (22,815 ) 
 

 

 

   

 

 

   

 

 

   

 

 

 

Net change in cash and cash equivalents

    (2,077 )      4,105       (2,786 )      1,830  

Beginning cash and cash equivalents

    8,410       4,305       7,091       5,261  
 

 

 

   

 

 

   

 

 

   

 

 

 

Ending cash and cash equivalents

  $ 6,333     $ 8,410     $ 4,305     $ 7,091  
 

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these financial statements.

 

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NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Note 1. Organization

Concrete Partners Holding, LLC (the “Company,” the “Successor,” or “Concrete Holdings”) was formed in May 2024 as a Delaware limited liability company to serve as a holding company. The Company subsequently formed Concrete Partners, LLC (“Concrete Partners”) and its wholly owned subsidiary, Eagle Concrete Holdings, LLC (“Eagle Holdings”). Through Eagle Holdings, the Company wholly owns Eagle Redi-Mix Concrete, LLC (“Eagle”) and Ram Transportation, LLC (“Ram”) (collectively, the “Predecessor”), which are Oklahoma limited liability companies primarily engaged in the production and delivery of ready-mix concrete and related materials.

Eagle and Ram were under common control for all periods presented. Accordingly, the accompanying Predecessor combined financial statements reflect the combined results of Eagle and Ram as if they had been a single reporting entity for all historical periods.

On July 29, 2024 (the “Closing Date”), the Company acquired 100% of the membership interests in Eagle and Ram from their previous equity holders (the “Concrete Acquisition”). Following the acquisition, the Company operates an integrated ready-mix concrete platform serving infrastructure, commercial, and residential construction projects throughout Oklahoma and Arkansas.

As a result of the Concrete Acquisition, the accompanying financial statements reflect the activity of both the Successor and the Predecessor. The financial statements present four distinct reporting periods: (i) a Successor period for the year ended December 31, 2025, (ii) a Successor period from May 22, 2024 (date of inception) through December 31, 2024, (iii) a Predecessor period from January 1, 2024 through July 29, 2024, and (iv) a Predecessor period for the year ended December 31, 2023. The Company was determined to be the accounting acquirer and has applied the acquisition method of accounting in accordance with ASC 805, Business Combinations. Accordingly, a black-line division has been placed between the Successor and Predecessor periods to signify the consolidated financial statements for the Successor period are not comparable to the combined financial statements of the Predecessor period.

Although Concrete Holdings was formed on May 22, 2024, it had no operational activities or revenues prior to the acquisition of Eagle and Ram on July 29, 2024. From formation through the Closing Date, the Company incurred certain acquisition-related costs in connection with the Concrete Acquisition, which have been recorded in the consolidated financial statements. Other than these acquisition-related expenses, there were no substantive operating activities prior to the acquisition date.

Note 2. Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All material intercompany transactions and balances have been eliminated in consolidation.

The Company accounts for business combinations using the acquisition method of accounting. As described in Note 1, the financial statements distinguish between Predecessor and Successor periods, which are not comparable.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period financial statement presentation, including reclassifications related to property, plant and equipment. These reclassifications had no impact on previously reported total assets, total liabilities, net income or stockholders’ equity for the periods presented.

 

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NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

 

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

The combined financial statements for the Predecessor period represent the combination of the accounts of Eagle Redi-Mix Concrete, LLC and Ram Transportation, LLC, which were under common ownership and management during the periods presented but were not consolidated with the Company. All intercompany balances and transactions between Eagle and Ram have been eliminated in combination.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by the Company include the estimated fair value of consideration transferred, assets acquired, and liabilities assumed in business combinations, useful lives of property, plant and equipment and intangible assets, and the valuation of share-based compensation awards. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, cash in bank accounts and highly liquid investments with original maturities of three months or less. The Company’s total cash balances are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per bank per depositor. The Company may hold balances in excess of federally insured limits but monitors the creditworthiness of its financial institutions. As of December 31, 2025 and 2024, the Company had no restricted cash balances.

Accounts Receivable

Accounts receivable represent customer obligations due under normal trade terms and are recorded at the invoiced amount, net of an allowance for expected credit losses. Accounts receivable originating in the normal course of business are recorded at cost. Accounts receivable acquired in a business combination are recorded at fair value at the acquisition date, which approximates their net book value due to the short-term nature of the balances.

The Company sells ready-mix concrete and concrete products to various customers. The Company performs ongoing credit evaluations of its customers’ financial condition and generally requires no collateral. The allowance for expected credit losses is estimated based on the length of time receivables are past due, prior loss history, current and expected economic conditions, trends in the construction industry, and the customer’s ability to pay. The Company also considers individual credit risk profiles and writes off specific receivables once they are deemed uncollectible. Payments subsequently received on accounts previously written off are credited back to the allowance. Additions to the allowance are recorded as bad debt expense.

As of December 31, 2025 and 2024, the allowance for expected credit losses was approximately $61,400. Accounts receivable are presented on the Consolidated Balance Sheets net of this allowance.

No single customer accounted for more than 10% of accounts receivable as of December 31, 2025. As of December 31, 2024, one customer accounted for more than 10% of accounts receivable. The Company monitors credit risk through ongoing credit evaluations and reviews of customer payment history, credit ratings, financial strength, and industry position.

 

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NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

 

The opening and closing balances of accounts receivable from contracts with customers were $19.8 million and $33.7 million as of January 1, 2025 and December 31, 2025, respectively. For comparative purposes, balances were $17.0 million and $19.8 million as of January 1, 2024 and December 31, 2024, respectively.

Inventory

Inventories consist primarily of raw materials such as cement, sand, gravel, admixes and other components that are readily used in the production of ready-mix concrete, as well as supplies for maintaining the Company’s plant facilities and equipment. Inventory is valued at the lower of cost or net realizable value, with cost determined using either the first-in, first-out or average cost method. Inventory is evaluated for obsolescence or damage, and any items identified as unusable are written off as an expense in the period identified.

Property, Plant and Equipment, net

Property, plant and equipment are initially recorded at cost or, if acquired in connection with a business combination, at fair value, and depreciated on a straight-line basis over their estimated useful lives. Expenditures for additions and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. Repair and maintenance costs that do not substantially expand productive capacity or extend the life of property, plant and equipment are expensed as incurred. Leasehold improvements for operating leases are amortized over the lesser of the term of the related lease or the estimated lives of the improvements.

Upon disposal of an asset, the cost and related accumulated depreciation are removed from the Company’s accounts and any gain or loss is included in (Gain) loss on disposal of assets, net on the Consolidated and Combined Statements of Operations.

Management periodically assesses the estimated useful life over which assets are depreciated. If the analysis warrants a change in the estimated useful life of Property, plant and equipment, management will reduce the estimated useful life and depreciate the carrying value prospectively over the revised remaining useful life.

The estimated useful lives of the Company’s property, plant and equipment is as follows:

 

Asset Category

  

Estimated Useful Life

Land    Not Depreciated
Buildings    30 years
Plant & Equipment    7-10 years
Vehicles    5 years
Office Equipment & Software    5-7 years

Intangible Assets – Customer Relationships

The Company’s intangible assets consist of customer relationships and trade names acquired in business combinations. The Company amortizes customer relationships over their estimated useful lives ranging from 8 to 10 years, using the straight-line method. See Note 4 for additional discussion of the Company’s intangible assets.

Impairment of Long-Lived Assets

The Company’s long-lived assets (property, plant and equipment and amortizable intangible assets) are tested for impairment whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. A long-lived asset group is considered impaired when the anticipated undiscounted future cash flows from the use and eventual disposition of the asset group is less than its carrying value. If the

 

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NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

 

carrying value is not recoverable, an impairment loss is measured as the excess of the asset’s carrying value over its estimated fair value. No impairments of long-lived assets were recorded during any periods presented in the accompanying consolidated and combined financial statements.

Goodwill and Indefinite-Lived Intangible Assets

Goodwill represents the excess of consideration over the fair value of net assets acquired and liabilities assumed in business combinations. The goodwill recorded in connection with the Company’s business combinations is primarily attributable to the assembled workforces of the acquired businesses and the synergies expected to arise after the Company’s acquisition of those businesses.

Goodwill and indefinite-lived intangible assets, such as trade names, are not amortized, but are evaluated for impairment at least annually, or more frequently if facts or changes in circumstances indicate that the asset’s fair value may be less than its carrying amount. The Company performed its annual assessment as of December 31, 2025.

For purposes of the goodwill impairment assessment, assets are grouped into “reporting units.” A reporting unit is either an operating segment or a component of an operating segment, depending on how similar the components of the operating segment are to each other in terms of operational and economic characteristics.

As of December 31, 2025, the Company had one reporting unit for goodwill impairment testing purposes, which aligns with its single operating segment. The Company performs a qualitative assessment of relevant events and circumstances to evaluate the likelihood of goodwill impairment. If it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company performs a quantitative analysis to determine the fair value of the reporting unit. If the fair value is less than the carrying amount, an impairment loss is recognized in an amount equal to the excess of the carrying value of goodwill over its implied fair value, limited to the total goodwill allocated to the reporting unit.

The Company performed a qualitative assessment as of December 31, 2025, 2024 and 2023 to determine whether it was more likely than not that the fair value of the reporting unit was greater than the carrying value of the reporting unit. Based on these qualitative assessments, the Company determined that the fair value of its reporting unit was more likely than not greater than the carrying value of the reporting units. As a result, no impairment of goodwill was recorded during any of the periods in the accompanying consolidated and combined financial statements.

The Company also annually assesses the carrying value of its indefinite-lived intangible assets other than goodwill. The Company performed a qualitative impairment assessment of its indefinite-lived trade name licenses. The qualitative assessment did not identify indicators of impairment, and it was determined that more likely than not the fair value of its indefinite-lived trade name license was more than its carrying amount.

Revenue from Contracts with Customers

The Company earns revenue primarily from the sale of concrete, with most revenue generated from orders under master purchase agreements or through direct sales to third-party contractors and suppliers. Each contract typically includes a single performance obligation: the delivery of ready-mix concrete to the customer’s job site. Control transfers and revenue is recognized at a point in time upon delivery, which is when the customer becomes obligated to pay. The Company invoices customers at the time of delivery, and payment terms are generally 30 days.

The Company may earn additional revenue from fuel surcharges, waiting time charges, extra stops, and other services. These items are considered variable consideration and are recognized at the point in time the underlying

 

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NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

 

performance obligation is satisfied — typically at the time of delivery — as the variability is resolved at that time. These charges do not represent distinct performance obligations from the delivery of ready-mix concrete.

The Company does not offer rights of return or refund to its customers. The Company had no contract assets, contract liabilities, or remaining performance obligations as of the Balance Sheet dates presented.

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. Fair value is based upon assumptions that market participants would use when pricing an asset or liability. The Company uses the following fair value hierarchy, which prioritizes valuation technique inputs used to measure fair value into three broad levels:

 

  •  

Level 1: Quoted prices in active markets for identical assets and liabilities that the Company has the ability to access at the measurement date.

 

  •  

Level 2: Inputs (other than quoted prices included within Level 1) that are either directly or indirectly observable for the asset or liability, including (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in inactive markets, (iii) inputs other than quoted prices that are observable for the asset or liability, and (iv) inputs that are derived from observable market data by correlation or other means.

 

  •  

Level 3: Unobservable inputs for the asset or liability including situations where there is little, if any, market activity for the asset or liability.

The fair value hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall into different levels of the fair value hierarchy. The lowest level input that is significant to a fair value measurement determines the applicable level in the fair value hierarchy. Assessing the significance of a particular input to a fair value measurement requires judgment, considering factors specific to the asset or liability.

The carrying value of the Company’s long-term debt approximates fair value. The carrying value of the Company’s current assets and current liabilities, including accounts receivable, inventory, accounts payable, and accrued liabilities, approximates fair value due to their short-term maturities.

Redeemable Senior Preferred and Preferred Units (Mezzanine Equity)

The Company classifies certain equity instruments as mezzanine equity on the Consolidated Balance Sheet when such instruments contain redemption features that are not solely within the control of the Company or its subsidiaries. As of December 31, 2025 and 2024, the Company presented its senior preferred units and preferred units as mezzanine equity in the Consolidated Balance Sheet.

Redeemable equity securities are initially recognized at their fair value on the issuance date. Because both the senior preferred units and the preferred units are currently redeemable, they are remeasured to their maximum redemption value at each reporting date.

The Company evaluates mezzanine equity instruments at each reporting period to determine if reclassification to permanent equity or liability treatment is required.

 

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NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

 

Right of Use Assets and Lease Liabilities

At the inception of a contractual arrangement, the Company determines whether a contract contains a lease by assessing whether the contract conveys to the Company the right to control the use of an identified asset in exchange for consideration over a period of time. Leases are accounted for by recognizing right-of-use assets and lease liabilities at the lease commencement date.

The Company measures and records an operating lease liability equal to the present value of the future lease payments. The present value is calculated using the Company’s incremental borrowing rate, unless the rate implicit in the lease is readily determinable.

The amount of the operating lease right-of-use asset consists of: (i) the amount of the initial measurement of the operating lease liability, (ii) any lease payments made at or before the commencement date, minus any lease incentives received, and (iii) any initial direct costs incurred. The present value calculation may account for an option to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. A portion of the Company’s lease contracts contain the option to extend or renew. The Company assesses these options for individual leases in determining the initial measurement of the operating lease liability.

The Company has elected not to apply the recognition requirements of ASC 842 to short-term leases (an initial term of 12 months or less at the commencement date). The Company recognizes lease expense in the statements of operations on a straight-line basis over the lease term.

Debt Issuance Costs

Costs associated with revolving loans are capitalized and amortized over the life of the arrangement on a straight-line basis. Unamortized debt issuance costs for revolving loans are reflected as a component of Other noncurrent assets in the Consolidated Balance Sheets. Costs associated with term loans are capitalized and amortized over the life of the term loan using the effective interest method. Unamortized debt issuance costs for term loans are reflected as a reduction of Long-term debt, net in the Consolidated Balance Sheets. The amortization of all debt issuance costs is reflected as a component of Interest expense, net in the Consolidated and Combined Statements of Operations.

Business Combinations

The Company accounts for business combinations using the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”), which requires the Company to recognize the identifiable tangible and intangible assets acquired and liabilities assumed at their estimated fair values as of the acquisition date, other than leases and contract assets and liabilities acquired in connection with business combinations. The excess of the purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill.

Determining the fair values of assets acquired and liabilities assumed requires judgment and often involves the use of significant estimates and assumptions. The Company engages third-party appraisal firms when appropriate to assist in the fair value determination of assets acquired and liabilities assumed. Acquisition-related expenses and transaction costs associated with business combinations are expensed as incurred.

Income Taxes

The Company is organized as a limited liability company and taxed as a partnership for federal income tax purposes. As a result, income or loss are taxable or deductible to the members rather than at the Company level.

 

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NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

 

Accordingly, no provision has been made for federal income taxes in the accompanying consolidated financial statements. In certain instances, the Company may be subject to state taxes on income arising in or derived from the state tax jurisdictions in which it operates.

Uncertain income tax positions are evaluated in a two-step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more likely than not threshold, the uncertain tax position is then measured to determine the amount of expense to record in the consolidated financial statements. The tax expense recorded would be equal to the largest amount of expense related to the outcome that is 50.0% or greater likely to occur. The Company classifies any potential accrued interest recognized on an underpayment of income taxes as interest expense and classifies any statutory penalties recognized on a tax position taken as operating expense. As of December 31, 2025 and 2024, the Company had no material uncertain tax positions that would require recognition or disclosure.

The Company did not incur any penalties or interest related to its state tax returns during the year ended December 31, 2025; the Successor period of May 22, 2024 through December 31, 2024, the Predecessor period of January 1, 2024 through July 29, 2024, or the Predecessor year ended December 31, 2023.

Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation or other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Liabilities for environmental remediation or restoration claims resulting from allegations of improper operation of assets are recorded when it is probable that obligations have been incurred and the amounts can be reasonably estimated.

Share-Based Compensation

The Company accounts for share-based compensation under the fair value method of accounting. Compensation cost is measured at the grant date for equity-classified awards and is recognized over the service period, which is generally the vesting period. The Company recognizes compensation cost on a straight-line basis over the requisite service period for each award. To calculate fair value, the Company uses an option pricing model based on the value of its common units on a fully diluted basis. As of December 31, 2025 and 2024, all awards outstanding were equity-classified. Share-based compensation cost for all types of awards is included in Selling, general and administrative expenses in the Consolidated Statement of Operations.

Note 3. Acquisitions

Thunder Acquisition

On October 17, 2025 (the “Closing Date”), Eagle Redi-Mix Concrete, LLC, a subsidiary of the Company (“Eagle”), entered into an equity and asset purchase and contribution agreement (the “Equity and Asset Purchase and Contribution Agreement”) with SRM, Inc., an Oklahoma corporation (“Schwarz Ready Mix”), SRM Leasing, LLC, an Oklahoma limited liability company (“Schwarz Leasing”), Schwarz Sand, LLC an Oklahoma limited liability company (“Schwarz Sand,” and together with Schwarz Ready Mix and Schwarz Leasing, the “Schwarz Entities”), the equity holders of Schwarz Ready Mix and Schwarz Leasing (collectively, the “Owners”), the equity holders of Schwarz Sand (collectively, the “Schwarz Sand Sellers”), certain other transaction beneficiaries, and Schwarz Ready Mix, in its capacity as a representative of the selling parties.

Pursuant to the Equity and Asset Purchase and Contribution Agreement, Eagle acquired substantially all of the assets of Schwarz Ready Mix and Schwarz Leasing and all of the issued and outstanding equity interests of Schwarz Sand (collectively, the “Thunder Acquisition”). The aggregate purchase price included $97.0 million in cash consideration ($74.3 million paid at closing and $22.7 million deferred until June 30, 2026) and 20,000,000 Company Preferred Units issued to the sellers as rollover equity.

 

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NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

 

The primary operations of the Schwarz Entities consist of providing high quality concrete materials across central Oklahoma and includes 20 plants and 115 mixer trucks. The acquisition expands the Company’s footprint in central Oklahoma, enhances its production capacity, and is expected to provide operational and procurement synergies.

The Thunder Acquisition was accounted for as a business combination. The Company, through its wholly owned subsidiary Eagle, is the accounting acquirer, as it obtained control of the Schwarz Entities. The assets acquired and liabilities assumed are recorded at their respective fair values as of the Closing Date. In connection with the Thunder Acquisition, the Company expensed approximately $5.1 million of transaction costs during the year ended December 31, 2025, which is recorded within “Acquisition-related costs” in the Consolidated Statement of Operations.

In connection with the Thunder Acquisition, the Company engaged a third-party valuation specialist to assist in determining the fair value of acquired intangible and tangible assets as of the acquisition date. The fair value of acquired “Customer Relationships” was estimated using the income approach, specifically the multi-period excess earnings method, which involves projecting net cash flows attributable to the asset and applying contributory asset charges. The fair value of the “Trade Name” was determined using the income approach, specifically the relief-from-royalty method. This method estimates the value of a trade name based on the principle of avoided costs — that is, estimating the benefit of not having to pay a licensing fee to use the name. The valuation reflects the projected royalty savings attributable to the continued use of the acquired trade name. The fair value of “Property, Plant and Equipment” was determined using a combination of the cost approach and market approach, depending on the nature of the underlying assets. The cost approach was applied to assets based on current replacement cost less depreciation, while the market approach was used for equipment types with observable market activity.

No goodwill was recognized in connection with the Thunder Acquisition, as the total consideration transferred approximated the fair value of the identifiable net assets acquired.

For the period from October 17, 2025 through December 31, 2025, the Company recognized approximately $13.6 million of revenue and $0.8 million of net loss attributable to the Schwarz Entities, which are included in the consolidated statement of operations for the year ended December 31, 2025.

Additionally, the Company recognized approximately $0.4 million of amortization expense related to acquired customer relationships, as discussed in Note 4 — Intangible Assets and Goodwill. This expense is included within “Selling, general and administrative expenses” in the Consolidated Statement of Operations for the year ended December 31, 2025.

The purchase price allocation is preliminary and may be adjusted during the measurement period in accordance with ASC 805. Preliminary amounts primarily relate to the valuation of certain property, plant and equipment and identifiable intangible assets.

 

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NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

 

The consideration transferred and the fair value of the assets acquired and liabilities assumed by the Company were as follows (in thousands):

 

Consideration (preliminary):

  

Cash paid at Closing Date

   $ 74,300  

Fair value of deferred payment liability

     22,226  

Fair value of redeemable preferred units

     20,000  

Closing adjustments

     (1,394 ) 
  

 

 

 

Total consideration

   $ 115,132  
  

 

 

 

Preliminary fair value of assets acquired:

  

Cash and cash equivalents

   $ 864  

Accounts receivable

     9,653  

Prepaid expenses

     206  

Inventory

     3,594  

Property, plant and equipment

     82,810  

Customer relationships

     16,600  

Trade name

     8,000  

Other noncurrent assets

     490  
  

 

 

 

Amount attributable to assets acquired

   $ 122,217  
  

 

 

 

Preliminary fair value of liabilities assumed:

  

Accounts payable

   $ 6,092  

Current portion of lease liabilities

     161  

Accrued liabilities

     503  

Long-term lease liability

     329  
  

 

 

 

Amount attributable to liabilities assumed

   $ 7,085  
  

 

 

 

Total identifiable net assets acquired

   $ 115,132  
  

 

 

 

Unaudited Pro Forma and Supplemental Financial Information

The following unaudited pro forma consolidated results of operations give effect to the Thunder Acquisition as if it had occurred on January 1, 2024. The pro forma results reflect adjustments for amortization of acquired intangible assets and depreciation of property and equipment based on estimated fair values.

The pro forma results exclude approximately $5.1 million of transaction costs incurred in connection with the Thunder Acquisition during 2025, as such costs were nonrecurring, and do not reflect any anticipated cost savings, operating synergies, or financing effects that may have resulted from the transaction.

 

     Year ended
December 31, 2025
     Year ended
December 31, 2024
 

Pro forma revenues

   $ 270,302      $ 277,926  

Pro forma net income (loss)

   $ 12,492      $ 27,574  

The unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had occurred on January 1, 2024, nor is it indicative of future operating results.

 

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NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

 

Fayetteville Acquisition

On May 19, 2025, Concrete Partners Holding, LLC, through its wholly owned subsidiary Eagle Redi-Mix Concrete, LLC, acquired certain operating assets of a ready-mix facility in the Fayetteville/Greenland, Arkansas area for $5.5 million, funded with cash on hand. The purchase included land, building/plant, and ready-mix equipment. No liabilities were assumed, and no legal entity was acquired. The acquired assets are being depreciated under the Company’s existing useful-life policies beginning on the acquisition date.

Concrete Acquisition

On the Closing Date, Concrete Holdings entered into a Membership Interest Purchase Agreement (the “MIPA”) to acquire 6,000 units of membership interests in Eagle and 10,000 units of membership interests in Ram from the original equity members in those entities (the “Sellers”). Concurrently, the Sellers and Concrete Holdings entered into a Rollover Subscription Agreement (the “Rollover Agreement”) for which certain Sellers received equity membership interest in Concrete Holdings in exchange for 4,000 units of membership interest in Eagle (“Rollover Transaction”). Following these transactions, Concrete Holdings owns 100.0% of the outstanding membership interests in Eagle and Ram through wholly owned subsidiaries.

The primary operations of Eagle and Ram consist of providing high quality concrete materials across the Oklahoma and Northwest Arkansas regions.

Total consideration paid to the Sellers was $253.0 million, after closing and post-closing adjustments, for the Concrete Acquisition. The consideration paid to the Sellers consisted of (i) $189.2 million of cash, (ii) $26.0 million of Senior Preferred Units (“Senior Preferred Units”), (iii) $26.6 million of Preferred (“Preferred Units”), and (iv) $11.2 million of Common Units (“Common Units”), each based on their estimated fair value. In addition, the Company assumed current liabilities of $10.3 million and lease liabilities of $0.9 million, all based upon estimated fair value at July 29, 2024.

The Concrete Acquisition was accounted for as a business combination. The assets acquired and liabilities assumed are recorded at their respective fair values as of the Closing Date. In connection with the Concrete Acquisition, the Company expensed approximately $7.4 million of transaction costs in the Successor period, these costs were recorded within Acquisition-related costs in the Consolidated Statement of Operations.

In connection with the Concrete Acquisition, the Company engaged a third-party valuation specialist to assist in determining the fair value of acquired intangible and tangible assets as of the acquisition date. The fair value of acquired Customer Relationships was estimated using the income approach, specifically the multi-period excess earnings method, which involves projecting net cash flows attributable to the asset and applying contributory asset charges. The fair value of the Trade Name was determined using the income approach, specifically the relief-from-royalty method. This method estimates the value of a trade name based on the principle of avoided costs — that is, estimating the benefit of not having to pay a licensing fee to use the name. The valuation reflects the projected royalty savings attributable to the continued use of the acquired trade name. The fair value of Property, Plant and Equipment was determined using a combination of the cost approach and market approach, depending on the nature of the underlying assets. The cost approach was applied to assets based on current replacement cost less depreciation, while the market approach was used for equipment types with observable market activity.

Goodwill of approximately $79.5 million was recognized in connection with the Concrete Acquisition. The goodwill reflects the value of expected synergies from combining operations, the assembled workforce, and opportunities for expansion in the Oklahoma and Northwest Arkansas markets. None of the goodwill is expected to be deductible for tax purposes.

 

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NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

 

The consideration transferred and the fair value of the assets acquired and liabilities assumed by the Company were as follows (in thousands):

 

Consideration:

  

Cash

   $ 189,215  

Common units

     11,218  

Preferred units

     26,582  

Senior preferred units

     26,000  
  

 

 

 

Total consideration

   $ 253,015  
  

 

 

 

Fair value of assets acquired:

  

Cash and cash equivalents

   $ 4,305  

Accounts receivable — trade

     24,955  

Accounts receivable — other

     20  

Prepaid expenses

     1,152  

Inventory

     5,257  

Property, plant and equipment

     66,981  

Customer relationships

     64,300  

Trade name

     16,800  

Goodwill

     79,505  

Right-of-use assets

     873  
  

 

 

 

Amounts attributable to assets acquired

   $ 264,148  
  

 

 

 

Fair value of liabilities assumed:

  

Accounts payable — trade

   $ 6,416  

Accrued liabilities

     3,844  

Lease liabilities

     873  
  

 

 

 

Amounts attributable to liabilities assumed

   $ 11,133  
  

 

 

 

Total identifiable net assets

   $ 253,015  
  

 

 

 

Unaudited Pro Forma and Supplemental Financial Information

The following unaudited pro forma consolidated results of operations give effect to the Concrete Acquisition as if it had occurred on January 1, 2023. The pro forma results reflect adjustments for amortization of acquired intangible assets and depreciation of property and equipment based on estimated fair values.

The pro forma results exclude approximately $7.4 million of transaction costs incurred in connection with the Concrete Acquisition during 2024, as such costs were nonrecurring, and do not reflect any anticipated cost savings, operating synergies, or financing effects that may have resulted from the transaction.

 

     Year ended
December 31, 2024
     Year ended
December 31, 2023
 

Pro forma revenues

   $ 183,311      $ 144,279  

Pro forma net income

   $ 24,423      $ 26,974  

The unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had occurred on January 1, 2023, nor is it indicative of future operating results.

 

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NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

 

SMG Acquisition

On January 5, 2024 Eagle entered into an Asset Purchase Agreement (the “APA”) and Real Estate Purchase Agreement (“RE Agreement”) with Standard Materials Group, Inc. (“Standard Materials” or “SMG”) and CRH Americas Materials, Inc. (“CRH”). Collectively, the APA and the RE Agreement are referred to as “SMG Acquisition”.

Standard Materials owned and operated a ready-mix concrete business throughout several counties in the state of Oklahoma and Eagle acquired substantially all of its assets.

Total consideration for the SMG Acquisition was $13.9 million, after closing and post-closing adjustments. The consideration paid consisted entirely of cash. In addition, Eagle assumed lease liabilities of approximately $0.2 million, based upon estimated fair value on January 5, 2024.

The SMG Acquisition was accounted for as a business combination. The assets acquired and liabilities assumed are recorded at their respective fair values as of the closing date. Transaction costs of approximately $17,300 were expensed as incurred.

The consideration transferred and the fair value of the assets acquired and liabilities assumed were as follows (in thousands):

 

Consideration:

  

Cash

   $ 13,872  
  

 

 

 

Total consideration

   $ 13,872  
  

 

 

 

Fair value of assets acquired:

  

Inventory

   $ 475  

Property, plant and equipment

     13,070  

Goodwill

     327  

Right-of-use assets

     173  
  

 

 

 

Amounts attributable to assets acquired

   $ 14,045  
  

 

 

 

Fair value of liabilities assumed:

  

Lease liabilities

   $ 173  
  

 

 

 

Amounts attributable to liabilities assumed

   $ 173  
  

 

 

 

Total identifiable net assets

   $ 13,872  
  

 

 

 

Note 4. Intangible Assets and Goodwill

The Company’s intangible assets primarily consist of customer relationships and trade names acquired in the Concrete Acquisition on July 29, 2024 and the Thunder Acquisition on October 17, 2025. Customer relationships are amortized on a straight-line basis over their estimated useful lives. Trade names are considered indefinite-lived intangible assets, are not subject to amortization, and are tested for impairment annually, or more frequently if facts or circumstances indicate a potential impairment.

 

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NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

 

The Company’s intangible assets consist of the following at the dates indicated (in thousands):

 

     December 31,  
     2025      2024  

Customer Relationships

     

Gross carrying amount

   $ 80,900      $ 64,300  

Accumulated amortization

     (9,527 )       (2,664 ) 
  

 

 

    

 

 

 

Net carrying amount

   $ 71,373      $ 61,636  
  

 

 

    

 

 

 

Trade Names

     

Gross carrying amount

   $ 24,800      $ 16,800  
  

 

 

    

 

 

 

Amortization expense of customer relationships for the year ended December 31, 2025 was $6.8 million and $2.7 million for the Successor period May 22, 2024 through December 31, 2024 and is included within Selling, general and administrative expenses in the Consolidated Statement of Operations. No amortization expense of customer relationships was recorded for the Predecessor periods from January 1, 2024 through July 29, 2024 or the year ended December 31, 2023. Customer relationships have a weighted-average remaining useful life of 8.4 years. Trade names are not subject to amortization.

The following table summarizes expected amortization of customer relationships as of December 31, 2025 (in thousands):

 

Year Ending December 31,

      

2026

   $ 8,505  

2027

     8,505  

2028

     8,505  

2029

     8,505  

2030

     8,505  

Thereafter

     28,848  
  

 

 

 

Total

   $ 71,373  
  

 

 

 

Goodwill

As of December 31, 2025, goodwill totaled $79.5 million, unchanged from December 31, 2024. Goodwill reflects the value of expected synergies from combining operations, the assembled workforce, and opportunities for expansion in the Oklahoma and Northwest Arkansas markets. Goodwill is not amortized but is tested for impairment annually, or more frequently if events or circumstances indicate that an interim impairment test is necessary.

Note 5. Inventories

Inventories consisted of the following at the dates indicated (in thousands):

 

     December 31,  
     2025      2024  

Raw materials

   $ 6,260      $ 2,863  

Parts and supplies

     2,198        1,934  

Fuel

     265        210  
  

 

 

    

 

 

 

Inventory

   $ 8,723      $ 5,007  
  

 

 

    

 

 

 

 

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NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

 

 

Note 6. Other Current Assets

Other current assets consisted of the following at the dates indicated (in thousands):

 

     December 31,  
     2025      2024  

Deferred offering costs

   $ 2,733      $ —   

Prepaid insurance

     1,477        732  

Other prepaids and deposits

     406        296  

Other

     431        213  
  

 

 

    

 

 

 

Other current assets

   $ 5,047      $ 1,241  
  

 

 

    

 

 

 

Note 7. Property, Plant and Equipment

Property, plant and equipment consisted of the following at the dates indicated (in thousands):

 

     December 31,  
     2025      2024  

Buildings

   $ 6,865      $ 6,411  

Land

     47,242        3,204  

Plant and equipment

     104,816        55,913  

Vehicles

     4,186        2,651  

Other property and equipment

     5,658        2,786  
  

 

 

    

 

 

 

Gross property, plant and equipment

     168,767        70,965  

Accumulated depreciation

     (15,930 )       (4,072 ) 
  

 

 

    

 

 

 

Property, plant and equipment, net

   $ 152,837      $ 66,893  
  

 

 

    

 

 

 

Depreciation expense is included within Cost of goods sold and Selling, general and administrative expenses in the Consolidated and Combined Statements of Operations. The following table presents the functional allocation for each period presented (in thousands):

 

     Successor      Predecessor  
     Year ended
December 31,

2025
     Period from
Inception
(May 22, 2024)

through
December 31,
2024
     Period
from
January 1,
2024

through
July 29,

2024
     Year ended
December 31,

2023
 

Cost of goods sold

   $ 11,024      $ 3,694      $ 4,304      $ 5,405  

Selling, general, and administrative expenses

     1,149        382        523        682  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total depreciation

   $ 12,173      $ 4,076      $ 4,827      $ 6,087  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

 

Note 8. Debt

Long-term debt, net

The following table presents the outstanding debt and related expenses of the Company (in thousands):

 

     December 31,  
     2025      2024  

Term Loan

   $ 194,313      $ 126,750  

Revolving Loan

     3,000        4,200  

Equipment Loan

     4,823        —   
  

 

 

    

 

 

 

Total debt, including current portion, net

     202,136        130,950  

Less: long-term debt, current portion

     (13,654 )       (6,500 ) 
  

 

 

    

 

 

 

Long-term debt

     188,482        124,450  

Less: debt issuance costs (1)

     (1,857 )       (1,965 ) 
  

 

 

    

 

 

 

Long-term debt, net

   $ 186,625      $ 122,485  
  

 

 

    

 

 

 

 

(1)

Unamortized debt issuance costs related to the Revolving Loan $0.3 million and $0.2 million as of December 31, 2025 and December 31, 2024, respectively, are included in “Other noncurrent assets, net” on the Consolidated Balance Sheets.

Debt maturities as of December 31, 2025, excluding debt issuance costs, are as follows (in thousands):

 

2026

     13,654  

2027

     18,837  

2028

     21,460  

2029

     147,089  

2030

     1,096  
  

 

 

 

Total

   $ 202,136  
  

 

 

 

On July 29, 2024, the Company entered into a credit agreement (the “Credit Agreement”) with a syndicate of banks, for which Bank of America, N.A. serves as administrative agent, to provide a term loan, a revolving loan and letters of credit. The syndicated structure allows the Company to access a broader base of lenders and provides additional liquidity and flexibility.

On October 17, 2025 the Company entered into the First Amendment and Commitment Increase to its Credit Agreement (“First Amendment”). The First Amendment, among other things, (i) increased the Company’s existing Revolving Loan by $10.0 million, (ii) increased the existing Term Loan by $75.0 million, (iii) permitted the Thunder Acquisition, and (iv) added Schwarz Sand as a Guarantor under the Credit Agreement.

Term Loan

The Company entered into a five-year $130.0 million term loan agreement (“Term Loan”) on July 29, 2024. Proceeds from the Term Loan were used to partially fund the Concrete Acquisitions. The Term Loan is secured by a first lien on substantially all personal property assets (“Collateral”) and the Lenders have the right in the future to request liens on any real property with an appraised value in excess of $2.0 million (“Material Real Property”). The Term Loan matures on July 29, 2029, at which time all advances are required to be paid in full. Interest accrues at the Secured Overnight Financing Rate (“SOFR”) plus an applicable margin ranging from 2.75% to 3.50%, which was 7.3% and 7.7% as of December 31, 2025 and 2024.

 

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NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

 

On October 17, 2025, the Company entered into the First Amendment to its Credit Agreement which increased the Term Loan by $75.0 million. The Company utilized the borrowings on the Term Loan to fund the cash portion of the Thunder Acquisition. As of December 31, 2025, the Company had $194.3 million outstanding on the Term Loan. See Note 3 for additional discussion of the Company’s acquisition activity.

Principal payments are due on the last day of each calendar quarter, as set forth below (in thousands):

 

December 31, 2025 through June 30, 2026

   $ 2,563  

September 30, 2026 through June 30, 2027

   $ 3,844  

September 30, 2027 and thereafter

   $ 5,125  

Revolving Loan

The Company entered into a revolving loan agreement (“Revolving Loan”) on July 29, 2024, with a commitment and borrowing base of $15.0 million. The Revolving Loan is secured against a first lien on substantially all assets, including property, plant and equipment. On October 17, 2025, the Company entered into the First Amendment to its Credit Agreement which increased the Revolving Loan by $10.0 million for a total commitment and borrowing base of $25.0 million. Balances outstanding under the Revolving Loan bear interest at the SOFR plus an applicable margin ranging from 2.75% to 3.50%, which was 7.4% and 7.7% as of December 31, 2025 and 2024, respectively. Principal and any accrued interest is due at maturity on July 29, 2029. At December 31, 2025, the Company had $3.0 million of borrowings outstanding under the Revolving Loan. In addition, a letter of credit in the amount of $0.5 million was outstanding, reducing the available borrowing capacity to $21.5 million. The letter of credit supports insurance-related obligations but does not require the posting of cash collateral. Accordingly, no restricted cash balance was recorded on the Consolidated Balance Sheet.

Covenants

The Credit Agreement includes customary affirmative and negative covenants that restrict the Company’s ability to, among other things, incur additional indebtedness, create liens, make certain investments, pay dividends, and enter into sale-leaseback transactions, subject to customary exceptions. In addition, the agreement contains financial covenants, including a Consolidated Senior Leverage Ratio that must not exceed a specified threshold and a Fixed Charge Coverage Ratio that must exceed a specified minimum threshold. Both financial covenants are tested as of the end of each fiscal quarter. The Company was in compliance with all applicable financial and non-financial covenants as of December 31, 2025 and 2024.

Equipment Notes

On December 30, 2025, we entered into an equipment financing facility (“Master Equipment Loan Agreement”) with Eagle Redi-Mix Concrete, LLC, Ram Transportation, LLC and Concrete Partners, LLC as co-borrowers which will provide for equipment to be financed pursuant to terms to be agreed upon and evidenced by promissory notes (“Equipment Notes”) to be entered into in the ordinary course of business on customary market terms. The Equipment Notes will be secured by the financed equipment.

Equipment Loan

The Company entered into a five-year $4.8 million equipment security note (“Equipment Loan”) on December 30, 2025. Proceeds from the Equipment Loan were used to purchase concrete mixer equipment. The Equipment Loan is a part of the Master Equipment Loan Agreement that permits multiple equipment notes. As of December 31, 2025, the Company had $4.8 million outstanding on the Equipment Loan. The Equipment Loan bears interest at 6.6226% per annum and matures on December 31, 2030.

 

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NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

 

Predecessor Loans

On April 8, 2022, Eagle and Ram entered into loan agreements that established a revolving credit facility with a commitment and borrowing base of $2.0 million and five term loans totaling $31.8 million (“Predecessor Loans”). The Predecessor Loans were secured against a first lien on substantially all assets, including property, plant and equipment. The Predecessor Loans had varying maturity dates ranging from one year to ten years, at which time all advances were required to be paid in full. Interest accrued on the Prosperity Loans at a fixed rate of 3.7% and monthly payments of principal and interest were required until the maturity date of each loan. The Predecessor Loans were fully repaid upon consummation of the Concrete Acquisition on July 29, 2024.

Amortization of Debt Issuance Costs

At December 31, 2025 and 2024, the Company had total unamortized debt issuance costs of $2.1 million and $2.2 million, respectively, consisting of $1.9 million and $2.0 million associated with the Term Loan and $0.3 million and $0.2 million associated with the Revolving Loan. Amortization expense related to debt issuance costs was approximately $0.6 million for the year ended December 31, 2025 (Successor) and $0.3 million for the period from May 22, 2024 through December 31, 2024 (Successor). No amortization expense was recognized during the Predecessor periods from January 1, 2024 through July 29, 2024 or the year ended December 31, 2023, as the related debt facilities were entered into in connection with the Concrete Acquisition on July 29, 2024.

Future estimated amortization expense for the remaining unamortized debt issuance costs is as follows (in thousands):

 

2026

     660  

2027

     572  

2028

     564  

2029

     330  
  

 

 

 

Total

   $ 2,126  
  

 

 

 

Note 9. Redeemable Senior Preferred and Preferred Units (Mezzanine Equity)

Redeemable Senior Preferred Units

On the Closing Date, the Company issued membership interests in it to the original equity members Eagle and Ram in exchange for 4,000 units of membership interest in Eagle in the form of a capital contribution. As part of the Rollover Subscription Agreement, 26.0 million Senior Preferred Units were issued at their estimated fair value of $26.0 million.

The key terms of the Senior Preferred Units are outlined in the Company’s limited liability company agreement (the “Concrete LLCA”), as amended from time to time. The Senior Preferred Units rank senior to (i) the Preferred Units, and (ii) all common units, and rank junior only to the satisfaction of all indebtedness upon the liquidation, dissolution, or winding up of the Company. The Senior Preferred Units are entitled to voting rights, as provided in the Concrete LLCA.

The Senior Preferred Units accrue distributions on a cumulative basis, at an annual rate equal to nine percent (9.0%) of the Unreturned Senior Preferred Contributions as defined in the Concrete LLCA, compounding quarterly. If the Unreturned Senior Preferred Contributions have not been reduced to zero before the sixth anniversary of the Effective Date, then the annual rate shall increase by one-half percent (0.5%) each calendar quarter, up to a maximum annual rate of fifteen percent (15.0%). After all Unreturned Senior Preferred

 

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Contributions and all accrued distributions have been paid with respect to a Senior Preferred Unit, such Senior Preferred Unit shall automatically be cancelled. Pursuant to the consummation of an Initial Public Offering (“IPO”) or other transaction in which the Company’s equity securities become publicly traded, including a SPAC merger, the Board of Directors may reclassify the Senior Preferred Units into equity securities of the public entity or other reclassified securities, provided each member has substantially similar economic interest, governance, priority, vesting and other rights and privileges as such member had prior to the IPO as stated in the Concrete LLCA.

The Company presented and accounted for the Senior Preferred Units as mezzanine equity at their issuance date fair value of $26.0 million. The Senior Preferred Units are classified in mezzanine equity because the decision to redeem the Senior Preferred Units is effectively within control of the Preferred Unitholders rather than the Company. The Preferred Unitholders control the Parent and the Board of Directors of the Company and are responsible for approving distributions that will ultimately cancel the Senior Preferred Units.

The Senior Preferred Units are classified as mezzanine equity in accordance with ASC 480-10-S99-3A, as redemption is effectively controlled by the holders through their control of the Company’s Board. As of December 31, 2025, the Senior Preferred Units were carried at a redemption value of $26.6 million, consistent with the redemption value as of December 31, 2024, after reflecting cumulative accretion of approximately $2.3 million and paid distributions of approximately $2.3 million.

Redeemable Preferred Units

On the Closing Date, as part of the Rollover Subscription Agreement, the Company issued 95.7 million Preferred and Common Units for a combined fair value of $95.7 million.

On October 17, 2025, as a part of the Thunder Acquisition, the Company issued 20.0 million Preferred Units issued to the sellers as rollover equity, with the fair value of the Preferred Units valued at $20.0 million.

Below is a summary of the unit issuances and related fair values as of the Closing Date (in thousands):

 

     Number of Units
Issued
     Fair Value at Closing Date  
     Preferred      Common      Preferred      Common      Combined  

Issued for cash

     57,900        57,900      $ 40,718      $ 17,182      $ 57,900  

Issued in Concrete Acquisition

     37,800        37,800        26,582        11,218        37,800  

Issued in Thunder Acquisition

     20,000        —         20,000        —         20,000  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     115,700        95,700      $ 87,300      $ 28,400      $ 115,700  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

The Preferred Units rank senior to all common units, but rank junior to the Senior Preferred Units and to the satisfaction of all indebtedness upon the liquidation, dissolution, or winding up of the Company. The Preferred Units are entitled to voting rights, as provided in the Concrete LLCA.

The Preferred Units accrue distributions on a cumulative basis, at an annual rate equal to ten percent (10.0%) of the Unreturned Preferred Contributions, compounding quarterly. Payment of distributions other than those pursuant to the Concrete LLCA are not mandatory and are subject to the approval of both the Parent and the Board of Directors. No distributions will be made on the Preferred Units until accrued distributions on the Senior Preferred Units and the Unreturned Senior Preferred Contributions have been paid in full. After all Unreturned Preferred Contributions and all accrued distributions have been paid with respect to a Preferred Unit, such Preferred Unit shall automatically be cancelled.

 

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Pursuant to the consummation of an IPO, the Board of Directors may exchange the Preferred and Common Units provided each member has substantially similar economic interest, governance, priority, vesting and other rights and privileges as such members had prior to the IPO as stated in the Concrete LLCA.

The Company presented and accounted for the Preferred Units as mezzanine equity at their issuance date fair value of $87.3 million. The Preferred Units are classified in mezzanine equity because the Preferred Unitholders control the decision to redeem the Preferred Units rather than the Company. The Preferred Unitholders control the Parent and the Board of Directors of the Company and are responsible for approving distributions that will cancel the Senior Preferred Units and then the Preferred Units.

The Preferred Units are also classified as mezzanine equity. As of December 31, 2025, the Preferred Units were carried at a redemption value of $130.6 million, reflecting $20.0 million issuance of preferred units and cumulative accretion of $10.8 million during the year ended December 31, 2025, compared to a redemption value of $99.8 million as of December 31, 2024.

Note 10. Common Units

As of December 31, 2024, the Company has 95.7 million Common Units outstanding. The Common Units were issued on July 29, 2024, for cash and in conjunction with Concrete Acquisition, with an aggregate estimated fair value of $28.4 million at issuance.

The Common Units rank junior to both the Senior Preferred Units and the Preferred Units with respect to distributions and liquidation preference. No distributions (including liquidating distributions) may be made to Common Unit holders until the Senior Preferred and Preferred Units have been fully redeemed. Thereafter, distributions may be made pro rata to Common Unit holders based on their percentage ownership, subject to the approval of the Board of Directors.

There were no changes to the number of Common Units outstanding, or to their rights and privileges, during the year ended December 31, 2025.

Note 11. Share-Based Compensation

On December 9, 2024, the Company established an equity participation program (the “Plan”) to attract, retain, and incentivize employees. Under the Plan, the Company authorized the issuance of 16,888,235 nonvoting common units (“Incentive Units”). The Incentive Units vest over a five-year period, with 33% vesting on the third anniversary of the grant date, 33% vesting on the fourth anniversary, and the remaining 34% vesting on the fifth anniversary. The Incentive Units are classified as equity awards under ASC 718, Stock Compensation, and are measured at fair value on the grant date, with compensation expense recognized over the requisite service period.

During the year ended December 31, 2025, the Company granted 1,125,882 incentive units to employees under the Plan. The total number of nonvested Incentive Units outstanding increased to 17,451,176 as of December 31, 2025. The fair value of these grants was determined based on the Company’s most recent independent valuation as of December 31, 2024, as there were no material changes to the Company’s operations, capital structure, or exit strategy during the quarter. The Company applied a forfeiture rate of zero at the grant date, in line with its policy of recognizing forfeitures as they occur.

Share-based compensation expense recognized during the year ended December 31, 2025 and the period from May 22, 2024, through December 31, 2024 was approximately $0.5 million and $0.1 million, respectively, and is included in Selling, general, and administrative expenses within the Consolidated Statement of Operations. As of

 

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December 31, 2025 and 2024, the Company had approximately $2.2 million and $2.6 million, respectively, of unrecognized compensation cost related to the outstanding Incentive Units, which will be recognized over the remaining requisite service periods through 2029 on a straight-line basis. No share-based compensation expense was recognized in the Predecessor periods as the Predecessor did not have any share-based compensation.

The following table summarizes Incentive Unit activity from May 22, 2024 (inception), through December 31, 2025:

 

     Number of
Incentive Units
(in thousands)
     Weighted Average
Grant Date
Fair Value
 

Non-vested at May 22, 2024

     —       $ —   

Granted

     16,325        0.16  

Forfeited

     —         —   

Vested

     —         —   
  

 

 

    

 

 

 

Non-vested at December 31, 2024

     16,325        0.16  

Granted

     1,126        0.16  

Forfeited

     —         —   

Vested

     —         —   
  

 

 

    

 

 

 

Non-vested at December 31, 2025

     17,451      $ 0.16  
  

 

 

    

The grant date fair value of the Incentive Units was determined using an option pricing model, based on the value of the Company’s common units on a fully diluted basis. Significant assumptions used in this option pricing model include total equity value, expected term, expected volatility, expected distribution yield, and the risk-free interest rate. The total equity value was implied by the Concrete Acquisition in July 2024. The expected volatility was derived from a blended rate based upon implied volatility calculated on actively traded options and upon the historical volatility of guideline public companies in an industry similar to the Company. The expected term was based upon management’s best estimate of the number of years until the redemption of the Senior Preferred Units and the Preferred Units. The risk-free interest rate was based on U.S. Treasury yield curve rates with maturities consistent with the measurement period. The assumptions used in the option pricing model for the Incentive Units granted in the period from May 22, 2024 through December 31, 2024, were as follows:

 

Expected term (in years)

     1.3  

Expected volatility

     70.0 % 

Expected distribution yield

     0.0 % 

Risk-free interest rate

     4.1 % 

 

Note 12. Revenue

The Company generates revenue primarily through the production and delivery of ready-mix concrete. Revenue is recognized at a point in time when control of the product is transferred to the customer, which generally occurs upon delivery to the job site. Revenue from admixture and other ancillary services, which primarily represent additives to enhance the performance of concrete mixes (e.g., cooling services in hot weather), is also recognized at a point in time when the services are provided.

Management monitors revenue by type of construction activity, which reflects differences in demand cycles and pricing dynamics. All revenue is recognized at a point in time upon delivery.

 

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NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

 

The following table presents revenue by type of construction activity for the periods indicated (in thousands):

 

     Successor      Predecessor  
     Year ended
December 31,
2025
     Period from
Inception
(May 22,
2024)
through
December 31,
2024
     Period
from
January 1,
2024
through
July 29,
2024
     Year ended
December 31,
2023
 

Commercial

   $ 91,981      $ 40,137      $ 51,565      $ 69,812  

Residential

     71,552        29,309        39,530        57,856  

Infrastructure

     30,718        10,204        12,566        16,611  

Other (1)

     620        —         —         —   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Revenue

   $ 194,871      $ 79,650      $ 103,661      $ 144,279  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

Other revenue includes income from various non-core activities that support our concrete revenue streams.

No customer accounted for more than 10% of total revenues during the successor period for the year ended December 31, 2025, the Successor period from May 22, 2024 through December 31, 2024, the Predecessor period from January 1, 2024 through July 29, 2024 or the year ended December 31, 2023.

Note 13. Accrued Liabilities

Accrued liabilities consisted of the following at the dates indicated (in thousands):

 

     December 31,  
     2025      2024  

Deferred acquisition payments (1)

   $ 22,532      $ —   

Accrued payroll and benefits

     661        1,384  

Accrued sales tax

     1,396        915  

Other accruals

     2,491        745  
  

 

 

    

 

 

 

Accrued liabilities

   $ 27,080      $ 3,044  
  

 

 

    

 

 

 

 

(1)

Amounts represent the fair value of deferred acquisition payments at the acquisition date, adjusted for subsequent accretion. See Note 3 for additional information on the Company’s acquisitions.

Note 14. Retirement Savings Plan

The Company has a Retirement Savings Plan (“RSP”), which is a defined contribution plan. The Company matches a portion of employees’ contributions in cash. Participation in the RSP is voluntary and all employees of the Company are eligible to participate. The Company matches employee contributions at $0.50 per dollar contributed, up to six percent of an employee’s pre-tax earnings, subject to the maximum Internal Revenue Service (“IRS”) limit.

For the year ended December 31, 2025, the Company contributed approximately $0.4 million to the RSP. During the Successor period May 22, 2024 through December 31, 2024, the Predecessor period January 1, 2024 through July 29, 2024, and the Predecessor year ended December 31, 2023, the Company made aggregate contributions to the RSP of approximately $0.1 million, $0.1 million, and $0.2 million, respectively. Contributions for all periods were recorded within Selling, general, and administrative expenses in the Consolidated and Combined Statements of Operations.

 

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Note 15. Commitments and Contingencies

The Company is subject to legal proceedings and claims that arise in the normal course of business, including commercial disputes and regulatory compliance matters. While the outcome of such matters cannot be predicted with certainty, the Company does not believe that any such proceedings will have a material effect on its financial condition, results of operations, or cash flows.

The Company’s insurer is providing defense under its liability policy for a legal matter related to a 2021 vehicle accident involving one of its trucks. Based on advice of counsel, management believes an unfavorable outcome is reasonably possible but not probable, and that any potential loss, net of insurance, would not be material to the consolidated financial statements.

The Company is party to a long-term supply agreement requiring the purchase of minimum annual quantities of cement, rock, and sand at market prices through December 31, 2028. The agreement includes a true-up clause for shortfalls, which may be fulfilled in future periods or settled in cash. The Company expects to meet its future obligations in the normal course of business. There were no material changes to the agreement or its terms during the year ended December 31, 2025. During the year ended December 31, 2025, the Company purchased approximately $26.4 million under the agreement. During the Successor period from inception (May 22, 2024) through December 31, 2024 and the Predecessor period from January 1, 2024 through July 29, 2024, the Company purchased approximately $11.5 million and $14.9 million, respectively.

As of December 31, 2025, the Company cannot reasonably estimate the aggregate future purchase commitment in dollar terms due to variable pricing and volume fluctuations. The Company expects to fulfill its purchase obligations in the normal course of operations.

For the year ended December 31, 2025, purchases from three vendors individually exceeded 10% of total cost of goods sold and also represented more than 10% of total accounts payable as of that date. During the Successor period from May 22, 2024 through December 31, 2024 and the Predecessor period from January 1, 2024 through July 29, 2024, the Company made purchases from three vendors that each individually represented more than 10% of total cost of goods sold in each period. As of each respective period-end date, these same vendors also individually accounted for more than 10% of total accounts payable. For the year ended December 31, 2023, purchases from two vendors individually exceeded 10% of total cost of goods sold and also represented more than 10% of total accounts payable as of that date. These vendors primarily supply cement, aggregates, and other raw materials used in the Company’s ready-mix operations. The loss of any of these key suppliers could adversely impact near-term operations; however, alternative sources of supply are available.

Note 16. Leases

The Company leases certain buildings and equipment under operating lease arrangements. Right-of-use (“ROU”) assets and related lease liabilities are recognized on the Balance Sheet at the lease commencement date based on the present value of future lease payments. The Company uses its incremental borrowing rate at the lease commencement date to calculate the present value of future lease payments, consistent with the requirements of ASC 842. The Company has also elected the short-term lease practical expedient for leases with terms of 12 months or less.

As of December 31, 2025 and 2024, the Company recognized operating lease ROU assets of approximately $2.1 million and $0.7 million, respectively, which are included in Other noncurrent assets on the Consolidated Balance Sheets. The corresponding lease liabilities are included in Current portion of lease liabilities and Long-term lease liability on the Consolidated Balance Sheet.

 

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NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

 

On March 1, 2025, the Company entered into a new operating lease agreement with a related party for corporate office space for Eagle and Ram, resulting in the recognition of approximately $1.5 million in right-of-use assets and corresponding lease liabilities. The lease has a stated term through 2035. See Note 18 for additional discussion of related party activity.

See Note 21 for additional discussion of the Company’s lease activity subsequent to December 31, 2025.

The following table presents the Company’s total lease cost (in thousands):

 

     Successor      Predecessor  
     Year ended
December 31,
2025
     Period from
Inception
(May 22,

2024)
through
December 31,
2024
     Period
from
January 1,
2024
through
July 29,
2024
     Year ended
December 31,
2023
 

Operating lease costs

   $ 371      $ 138      $ 128      $ 304  

Short-term lease costs

   $ 381      $ 78      $ 226      $ 103  

Operating lease costs and short-term lease costs are primarily included in Selling, general and administrative expenses with an immaterial amount included in Cost of goods sold in the Consolidated and Combined Statements of Operations.

The following table presents the Company’s additional lease information (amounts in thousands):

 

     Successor      Predecessor  
     Year ended
December 31,
2025
    Period from
Inception
(May 22,
2024)
through
December 31,
2024
     Period
from
January 1,
2024
through
July 29,
2024
    Year ended
December 31,
2023
 

Cash outflows for operating lease liabilities

   $ 457     $ 181      $ 139     $ 315  

Weighted-average remaining lease term (years)

     6.68       2.35        2.83       3.54  

Weighted-average discount rate

     8.00 %      8.95 %       3.65 %      3.65 % 

The following table presents the Company’s maturity analysis as of December 31, 2025 for leases expiring in each of the next five years and thereafter (in thousands):

 

2026

   $ 634  

2027

     479  

2028

     362  

2029

     209  

2030

     215  

Thereafter

     970  
  

 

 

 

Total lease payments

   $ 2,869  

Less: lease payments representing interest

     (667 ) 
  

 

 

 

Present value of lease liabilities

   $ 2,202  
  

 

 

 

 

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Note 17. Segment Reporting

The Company generates revenue primarily through the production and delivery of ready-mix concrete for use in infrastructure, commercial, and residential construction projects in Oklahoma and Northwest Arkansas.

The Company’s Chief Executive Officer has been identified as the chief operating decision maker (“CODM”). Management has determined that the Company operates as one reportable segment—Concrete Sales.

The CODM uses Net income as the primary measure of profitability. In evaluating results, the CODM also regularly reviews certain significant expense categories, including cost of sales, plant and delivery expenses, and fixed expenses (e.g., G&A, dispatch, depreciation). Cost of sales primarily reflects direct material costs. Plant and delivery expenses reflect labor, fuel, and maintenance associated with production and delivery activities. Fixed expenses include overhead and other indirect costs allocated to operations. Cost of sales is a subset of Cost of goods sold, while plant and delivery expenses and fixed expenses are internal categories that include amounts classified within both Cost of goods sold and Selling, general and administrative expenses in the Consolidated and Combined Statements of Operations. Segment assets are not regularly reviewed by the CODM. As the Company has one reportable segment, total segment assets are equivalent to consolidated/combined total assets as presented in the accompanying Consolidated Balance Sheets.

The table below presents consolidated revenue, the significant expense categories reviewed by the CODM, and Net income (in thousands):

 

     Successor      Predecessor  
     Year ended
December 31,
2025
     Period from
Inception
(May 22,
2024)
through
December 31,
2024
     Period
from
January 1,
2024
through
July 29,
2024
     Year ended
December 31,
2023
 

Revenue

   $ 194,871      $ 79,650      $ 103,661      $ 144,279  

Less:

           

Cost of sales

     (87,750 )       (36,755 )       (48,000 )       (68,780 ) 

Plant & delivery expenses

     (40,270 )       (14,984 )       (19,578 )       (29,567 ) 

Fixed expenses

     (44,564 )       (14,171 )       (15,619 )       (18,957 ) 

Corporate and unallocated (1)

     (20,312 )       (12,661 )       —         —   
  

 

 

    

 

 

    

 

 

    

 

 

 

Net income

   $ 1,975      $ 1,079      $ 20,464      $ 26,975  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

Corporate and unallocated reflects holding company and financing activity. For the year ended December 31, 2025, it included approximately $12.0 million of interest expense, $0.5 million of share-based compensation expense, approximately $6.7 million of transaction costs, and approximately $1.8 million related to professional service fees and other general corporate and financing-related expenses incurred during the period. For the period from inception (May 22, 2024) through December 31, 2024, it included approximately $5.2 million of interest expense and $7.4 million of transaction costs related to acquisition activities.

 

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NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

 

Note 18. Supplemental Cash Flow Information

The following table provides certain supplemental cash flow information for the periods indicated (in thousands):

 

     Successor      Predecessor  
     Year ended
December 31,
2025
     Period from
Inception
(May 22,
2024)
through
December 31,
2024
     Period
from
January 1,
2024
through
July 29,
2024
     Year ended
December 31,
2023
 

Supplemental Disclosure of Cash Flow Information:

           

Interest paid

   $ 10,982      $ 4,906      $ 925      $ 985  

Supplemental Disclosure of Non-Cash Investing Information:

           

Right-of-use assets obtained in exchange for operating lease liabilities (1)

     1,968      $ —         —         —   

Additions to property, plant and equipment included in accounts payable and accrued liabilities

     —       $ 97        342        12  

Issuance of senior preferred units in business combination (2)(3)

     —       $ 26,000        —         —   

Issuance of preferred and common units in business combination (2)(3)

     20,000      $ 37,800        —         —   

 

(1)

See Note 16 for additional discussion of the Company’s leases.

(2)

See Note 3 for additional discussion of the Company’s acquisitions.

(3)

See Notes 3 and 9 for additional discussion of the Company’s preferred and common unit activity.

Note 19. Related Party Transactions

The Company leases its Northwest Arkansas office from an entity partially owned by one of its executive officers. The lease is classified as an operating lease and is considered to be at market terms. During the year ended December 31, 2025, the Company recognized approximately $102,000 in lease expense related to this arrangement. During the Successor period from May 22, 2024 through December 31, 2024, the Company recognized approximately $38,100 in lease expense related to this arrangement, and during the Predecessor period from January 1, 2024 through July 29, 2024, the Company recognized approximately $53,400 in lease expense related to this arrangement. The related lease liability as of December 31, 2025 and 2024, was approximately $154,000 and $238,400, respectively, which are included in Current portion of lease liabilities and Long-term lease liabilities on the Consolidated Balance Sheets. Additionally, the Company recognized revenue from transactions with the same related party totaling approximately $110,000 during the year ended December 31, 2025, $10,700 during the Successor 2024 period, $1,400 during the Predecessor 2024 period and $32,200 during the Predecessor 2023 period.

On March 1, 2025, the Company entered into a new lease agreement with this related party for expanded office space. In connection with the lease commencement, the Company recognized approximately $1.5 million in operating lease right-of-use assets and corresponding lease liabilities on the Consolidated Balance Sheet. As of December 31, 2025, the Company had $1.4 million in operating lease right-of-use assets and corresponding lease liabilities remaining and recorded approximately $178,000 of lease expense related to this arrangement.

During the year ended December 31, 2025, the Company provided concrete services to an entity that is partially owned by certain investors. The entity became a related party in connection with the Thunder Acquisition on October 17, 2025. The Company recognized approximately $721,000 of revenue from this customer during the period from October 17, 2025 through December 31, 2025.

 

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NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

 

In connection with the Concrete Acquisition, the Company entered into a single management and consulting agreement with an affiliate. Under the agreement, recurring compensation is payable quarterly and equal to one-fourth of 3.0% of trailing twelve-month EBITDA for 2024 and one-fourth of 5.0% thereafter, subject to an annual cap of $3.2 million for strategic, financial, and operational advisory services to support the Company’s board and management team on matters such as acquisitions, financing, contract negotiations, and growth initiatives. The Company also reimburses, at cost, any third-party diligence and advisory costs that are initially funded by the affiliate on the Company’s behalf. In addition, for each completed add-on acquisition, the Company pays a contingent diligence and integration fee equal to 2.0 % of the acquired enterprise value in consideration for the affiliate’s time and effort involved in transaction execution and post-closing integration activities.

During the Successor period from May 22, 2024 through December 31, 2024, the Company paid a $5.1 million contingent diligence and integration fee on July 29, 2024, in connection with the closing of the Concrete Acquisition. In addition, approximately $1.3 million was reimbursed for third-party diligence costs. Both the contingent diligence and integration fee and the reimbursed costs were recorded in Acquisition-related costs in the Consolidated Statement of Operations. For the same period, the Company incurred $880,800 in consultant compensation, recorded in Selling, general and administrative expenses in the Consolidated Statement of Operations. As of December 31, 2024, $481,000 of this amount remained unpaid and was accrued within Accrued liabilities on the Consolidated Balance Sheet.

During the year ended December 31, 2025, the Company paid a $2.3 million contingent diligence and integration fee on October 17, 2025, in connection with the closing of the Thunder Acquisition. In addition, approximately $684,000 was paid during the year ended December 31, 2025 for the reimbursement of various due diligence fees. Both the contingent diligence and integration fee and the reimbursed costs were recorded in Acquisition-related costs in the Consolidated Statement of Operations. For the same period, the Company incurred approximately $2.8 million in consultant compensation, recorded in Selling, general and administrative expenses in the Consolidated Statement of Operations.

Note 20. Earnings Per Unit

Basic and diluted earnings per unit (“EPU”) is calculated for the Company’s Common Units. We determined that the presentation of EPU for the period prior to the Concrete Acquisition would not be meaningful due to the significant change in the Company’s capital structure post-acquisition. Therefore, EPU information has not been presented for periods prior to the Concrete Acquisition.

The Incentive Units are the only potentially dilutive security in our current capital structure. The Incentive Units were evaluated under the treasury stock method for potentially dilutive effects. The Incentive Units were determined to be anti-dilutive for the year ended December 31, 2025 and 2024 as the Company had a net loss available to common unitholders for these periods. Because the Incentive Units are the only potentially dilutive security, basic and diluted EPU will be identical.

 

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NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

 

The following table sets forth the computation of basic and diluted EPU attributable to the Company’s Common Units for the Successor periods for the year ended December 31, 2025 and for the Successor period from May 22, 2024 through December 31, 2024, each representing periods subsequent to the Concrete Acquisition:

 

(in thousands, except for unit and per unit amounts)    Year ended
December 31,
2025
     Period from
Inception
(May 22,
2024)
through
December 31,
2024
 

Numerator

     

Net income

   $ 1,975      $ 1,079  

Less: distributions to senior preferred unitholders

     (2,340 )       (410 ) 

Less: accretion of redeemable preferred units to Redemption value

     (10,791 )       (33,532 ) 
  

 

 

    

 

 

 

Basic and diluted net income (loss) attributable to Common Units

   $ (11,156 )     $ (32,863 ) 
  

 

 

    

 

 

 

Denominator

     

Basic and Diluted weighted average units outstanding

     95,700,000        66,517,937  
  

 

 

    

 

 

 

Basic and Diluted net income (loss) per Common Unit

   $ (0.12 )     $ (0.49 ) 
  

 

 

    

 

 

 

Note 21. Subsequent Events

On October 9, 2025, the Company entered into a Business Combination Agreement with Haymaker Acquisition Corp. IV (“Haymaker IV”). The transaction closed on April 8, 2026, following approval by Haymaker IV shareholders, resulting in the Company becoming a publicly traded company with its shares listed on the Nasdaq Stock Market under the ticker “RMIX.”

The Business Combination generated approximately $226.0 million in gross proceeds from funds held in trust and a concurrent PIPE financing, after giving effect to redemptions and prepaid forward agreement payments but before warrant redemptions and transaction expenses.

The transaction will be accounted for as a reverse recapitalization, with the Company identified as the accounting acquirer and no goodwill or other intangible assets recorded.

In connection with the Business Combination, all outstanding Senior Preferred Units and Preferred Units converted into equity of the combined public company. No adjustments have been reflected in the accompanying financial statements related to this transaction.

Subsequent to December 31, 2025, the Company entered into a lease related to a new corporate office. Future undiscounted lease payments related to the corporate office, which continue through 2033, total $6.6 million.

On January 6, 2026, the Company entered into an Aircraft Term Loan Credit Agreement (the “Aircraft Term Loan”) providing for a $2.5 million term loan to finance the purchase of an aircraft. Borrowings under the Aircraft Term Loan bear interest at a floating base rate, determined as the highest of (i) the federal funds rate plus 0.50%, (ii) the lender’s prime rate, or (iii) Term SOFR plus 1.00%. The Aircraft Term Loan matures on December 31, 2030.

 

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NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

 

On March 31, 2026, the Company entered into the Second Amendment (the “Second Amendment”) to the Credit Agreement. The Second Amendment, among other things, (i) provides consent to the consummation of the De-SPAC transaction and related transactions, including the redemption and conversion of certain equity interests, (ii) permits equity issuances in connection with the transaction, including PIPE financing and other share issuances, (iii) amends and restates the Credit Agreement, and (iv) updates certain collateral and organizational provisions in connection with the transaction.

On April 7, 2026, the Company entered into a Limited Consent and Third Amendment (the “Third Amendment”) to its Credit Agreement with its lenders and administrative agent. The Third Amendment, among other things, (i) provided lender consent for the consummation of the Company’s business combination transaction, including a prepaid forward transaction entered into in connection therewith, (ii) modified certain financial covenant definitions and calculations, including the Consolidated Fixed Charge Coverage Ratio, and (iii) updated certain collateral and administrative provisions of the Credit Agreement.

The Company has evaluated subsequent events through April 14, 2026, the date these financial statements were issued, and has disclosed all material events that occurred subsequent to December 31, 2025.

 

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LOGO

INDEPENDENT AUDITOR’S REPORT

To the Board of Trustees

of SRM Inc. dba

Schwarz Ready Mix and Subsidiaries

Opinion

We have audited the accompanying consolidated financial statements of Schwarz Ready Mix and Subsidiaries (an Oklahoma corporation) (the “Companies”), which comprise the consolidated balance sheets as of October 17, 2025, and December 31, 2024, and the related consolidated statements of operations, equity, and cash flows for the period and year then ended, and the related notes to the financial statements.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Companies as of October 17, 2025, and December 31, 2024, and the results of its operations and its cash flows for the period and year then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Companies and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Companies’ ability to continue as a going concern within one year after the date that the consolidated financial statements are available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,

 

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misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

In performing an audit in accordance with generally accepted auditing standards, we:

 

  •  

Exercise professional judgment and maintain professional skepticism throughout the audit.

 

  •  

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

 

LOGO

 

LOGO

 

  •  

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companies’ internal control. Accordingly, no such opinion is expressed.

 

  •  

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

 

  •  

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about Companies’ ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

Report on Supplementary Information

We have audited the consolidated financial statements of the Companies as of and for the period ended October 17, 2025, and year ended December 31, 2024, and have issued our report thereon dated March 18, 2026, which expressed an unmodified opinion on those consolidated financial statements. Our audit was conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The consolidating schedule of balance sheets and consolidating statements of income are presented for purposes of additional analysis and are not a required part of the consolidated financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements. The information has been subjected to the auditing procedures applied in the audit of the consolidated financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole.

 

LOGO

Oklahoma City, Oklahoma

March 18, 2026

 

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SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Consolidated Balance Sheets

October 17, 2025, and December 31, 2024

 

     October 17,
2025
     December 31,
2024
 

Assets

     

Current assets

     

Cash

   $ 1,010,205      $ 3,672,792  

Accounts receivable, net of allowance for doubtful of $145,401, and $81,222, respectively

     10,943,046        11,125,580  

Inventory

     3,594,369        3,420,090  

Prepaid expenses

     224,298        655,686  
  

 

 

    

 

 

 

Total current assets

     15,771,918        18,874,148  
  

 

 

    

 

 

 

Other long-term assets

     20,000        20,000  

Goodwill

     5,453,386        5,453,386  

Right-of-use assets

     424,606        1,305,300  

Property and equipment, net

     25,355,160        27,446,470  
  

 

 

    

 

 

 

Total long-term assets

     31,253,152        34,225,156  
  

 

 

    

 

 

 

Total assets

   $ 47,025,070      $ 53,099,304  
  

 

 

    

 

 

 

Liabilities and Stockholders’ Equity

     

Current liabilities

     

Accounts payable

   $ 5,736,054      $ 5,097,486  

Accrued expenses

     444,906        821,401  

Customer deposits

     —         3,240,302  

Income taxes payable

     579,527        546,344  

Line of credit

     —         137,955  

Current maturities of lease liabilities

     145,818        136,225  

Current maturities of long-term debt

     —         2,733,501  
  

 

 

    

 

 

 

Total current liabilities

     6,906,305        12,713,214  
  

 

 

    

 

 

 

Long-term liabilities

     

Asset retirement obligation

     50,000        50,000  

Notes payable to shareholders and members

     2,147,000        8,263,000  

Long-term lease liabilities, net of current maturities

     278,788        1,169,075  

Long-term debt, net of current maturities

     —         1,454,435  
  

 

 

    

 

 

 

Total long-term liabilities

     2,475,788        10,936,510  
  

 

 

    

 

 

 

Total liabilities

     9,382,093        23,649,724  
  

 

 

    

 

 

 

Stockholders’ Equity

     

Common stock - $1 par value, 100,000 authorized shares; 1,000 shares issued and outstanding

     1,000        1,000  

Retained earnings

     23,976,034        18,660,616  
  

 

 

    

 

 

 

Total stockholders’ equity - Schwarz Ready Mix

     23,977,034        18,661,616  
  

 

 

    

 

 

 

Noncontrolling interests

     13,665,943        10,787,964  
  

 

 

    

 

 

 

Total equity

     37,642,977        29,449,580  
  

 

 

    

 

 

 

Total liabilities and stockholders’ equity

   $ 47,025,070      $ 53,099,304  
  

 

 

    

 

 

 

See notes to consolidated financial statements.

 

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SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Consolidated Statements of Operations

Period Ended October 17, 2025, and Year Ended December 31, 2024

 

     October 17,
2025
    December 31,
2024
 

Revenues earned

    

Cost of revenues earned

   $ 75,430,502     $ 94,614,840  

Gross profit

     64,052,583       83,425,787  
  

 

 

   

 

 

 
     11,377,919       11,189,053  

General and administrative expenses

     3,095,983       5,011,600  
  

 

 

   

 

 

 

Income from operations

     8,281,936       6,177,453  
  

 

 

   

 

 

 

Other income (expense)

    

Interest expense

     (366,483 )      (961,477 ) 

Gain on sale of assets

     780,437       78,083  

Other income

     80,691       153,720  
  

 

 

   

 

 

 
     494,645       (729,674 ) 
  

 

 

   

 

 

 

Net income before income taxes

     8,776,581       5,447,779  

Income tax expense

     (583,184 )      (581,181 ) 
  

 

 

   

 

 

 

Net income - consolidated

     8,193,397       4,866,598  
  

 

 

   

 

 

 

Net income attributable to noncontrolling interests

     2,877,979       1,054,951  
  

 

 

   

 

 

 

Net income - Schwarz Ready Mix

   $ 5,315,418     $ 3,811,647  
  

 

 

   

 

 

 

See notes to consolidated financial statements.

 

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SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Consolidated Statements of Equity

Period Ended October 17, 2025, and Year Ended December 31, 2024

 

     Common
Stock
     Retained
Earnings
(Deficit)
     Total
Stockholder’s
Equity
(Deficit)
     Noncontrolling
Interest
     Total Equity  

Balance, January 1, 2024

   $ 1,000      $ 14,848,969      $ 14,849,969      $ 9,733,013      $ 24,582,982  

Net income (loss)

     —         3,811,647        3,811,647        1,054,951        4,866,598  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Balance, December 31, 2024

     1,000        18,660,616        18,661,616        10,787,964        29,449,580  

Net income (loss)

     —         5,315,418        5,315,418        2,877,979        8,193,397  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Balance, October 17, 2025

   $ 1,000      $ 23,976,034      $ 23,977,034      $ 13,665,943      $ 37,642,977  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

See notes to consolidated financial statements.

 

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SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Consolidated Statements of Cash Flows

Period Ended October 17, 2025, and Year Ended December 31, 2024

 

     October 17,
2025
    December 31,
2024
 

Reconciliation of net income (loss) to cash provided by operating activities:

    

Net income

   $ 8,193,397     $ 4,866,598  

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

    

Depreciation and amortization of fixed and right-of-use assets

     3,822,068       5,445,495  

Bad debt

     (10,953 )      28,639  

Gain on sale of assets

     (780,437 )      (78,083 ) 

Change in operating assets and liabilities net:

    

Accounts receivable

     193,487       (1,822,789 ) 

Inventory

     (174,279 )      318,032  

Prepaid expenses

     431,388       (103,588 ) 

Income tax receivable

     33,183       680,228  

Accounts payable

     638,568       1,558,018  

Accrued expenses

     (376,495 )      (598,644 ) 

Customer deposits

     (3,240,302 )      3,240,302  
  

 

 

   

 

 

 

Net cash provided by operating activities

     8,729,625       13,534,208  
  

 

 

   

 

 

 

Investing activities:

    

Purchases of property and equipment

     (1,919,481 )      (7,316,231 ) 

Proceeds from sale of property and equipment

     1,068,646       —   
  

 

 

   

 

 

 

Net cash used in investing activities

     (850,835 )      (7,316,231 ) 
  

 

 

   

 

 

 

Financing activities:

    

Proceeds from the line of credit

     —        137,955  

Payments on the line of credit

     (137,955 )      (849,408 ) 

Payment on lease liabilities

     (99,486 )      (124,878 ) 

Payments to notes to members

     (6,116,000 )      (950,000 ) 

Proceeds from issuance of long-term debt

     717,751       5,004,938  

Principal payments on long-term debt

     (4,905,687 )      (6,190,491 ) 
  

 

 

   

 

 

 

Net cash used in financing activities

     (10,541,377 )      (2,971,884 ) 
  

 

 

   

 

 

 

Net change in cash

     (2,662,587 )      3,246,093  

Cash at beginning of year

     3,672,792       426,699  
  

 

 

   

 

 

 

Cash at end of year

   $ 1,010,205     $ 3,672,792  
  

 

 

   

 

 

 

Supplemental disclosure of cash flow information and non cash investing and financing activities

    

Interest paid

   $ 369,497     $ 992,599  
  

 

 

   

 

 

 

Income taxes paid

   $ 550,000     $ 200,000  
  

 

 

   

 

 

 

See notes to consolidated financial statements.

 

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SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Notes to Consolidated Financial Statements

Period Ended October 17, 2025, and Year Ended December 31, 2024

Note 1. Nature of Operations and Significant Accounting Policies

Nature of operations: SRM, Inc. dba Schwarz Ready Mix. (SRM) was incorporated December 30, 1976, under the laws of the State of Oklahoma. SRM is engaged in the manufacturing and sale of ready-mixed concrete. Schwarz Sand, LLC (Sand) was organized as an Oklahoma limited liability company in February of 2000. Sand is engaged in the sale and production of sand. SRM Leasing, LLC (Leasing) was organized as an Oklahoma limited liability company on April 5, 2013 and includes its majority owned subsidiaries, Schwarz CNG Holdings, LLC (CNG) and Schwarz BCS, LLC (BCS). Leasing was formed to hold property and equipment which it leases to SRM and Sand. CNG was dissolved during 2019 and all balance sheet items were transferred to SRM and Leasing. BCS was dissolved during 2024 and all balance sheet items were transferred to Leasing.

The LLC companies were formed under operating agreements which specify that ownership in the company will be represented by the amount of capital contributed. All profits and losses of the companies are allocated to the members based on their percentage of ownership. Members’ liability is limited to the balances of their respective capital accounts. The companies were established in perpetuity and will only cease to exist if dissolved in accordance with the dissolution requirements in the operating agreement.

Principles of consolidation: The consolidated financial statements include the accounts of SRM, Inc. dba Schwarz Ready Mix, Schwarz Sand, LLC, a variable interest entity, and SRM Leasing, LLC and its subsidiaries Schwarz CNG Holdings, LLC, a variable interest entity, and Schwarz BCS, LLC, a variable interest entity (collectively, the Companies). All material intercompany accounts and transactions have been eliminated.

Basis of accounting: The Companies prepare the consolidated financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. Accordingly, revenues are recognized when earned, and expenses are recognized when incurred.

Use of estimates: Management uses estimates and assumptions in preparing the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. On an ongoing basis, the Companies evaluate their estimates, including those related to bad debts, inventories, deferred tax valuation allowances and asset retirement obligations. The Companies base their estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could vary from the estimates that were used in preparing the financial statements and could do so in the near-term.

Inventory: Inventory consists of rock, sand, and other materials used in the production of ready-mixed concrete and are valued at the lower of cost (first-in, first-out method) or net realizable value.

Property and equipment: Property and equipment are stated on the basis of cost. Depreciation is provided by use of straight-line method for financial reporting purposes and the accelerated cost recovery and modified accelerated cost recovery systems for income tax purposes.

 

Building and leasehold improvements

   39 years

Machinery and equipment

   3-10 years

Transportation equipment

   3-7 years

Office equipment

   3 years

 

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SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Notes to Consolidated Financial Statements

Period Ended October 17, 2025, and Year Ended December 31, 2024

Note 1. Nature of Operations and Significant Accounting Policies (Continued)

 

Nature of operations: SRM, Inc. dba Schwarz Ready Mix. (SRM) was incorporated December 30, 1976, under the laws of the State of Oklahoma. SRM is engaged in the manufacturing and sale of ready-mixed concrete. Schwarz Sand, LLC (Sand) was organized as an Oklahoma limited liability company in February of 2000. Sand is engaged in the sale and production of sand. SRM Leasing, LLC (Leasing) was organized as an Oklahoma limited liability company on April 5, 2013 and includes its majority owned subsidiaries, Schwarz CNG Holdings, LLC (CNG) and Schwarz BCS, LLC (BCS). Leasing was formed to hold property and equipment which it leases to SRM and Sand. CNG was dissolved during 2019 and all balance sheet items were transferred to SRM and Leasing. BCS was dissolved during 2024 and all balance sheet items were transferred to Leasing.

The LLC companies were formed under operating agreements which specify that ownership in the company will be represented by the amount of capital contributed. All profits and losses of the companies are allocated to the members based on their percentage of ownership. Members’ liability is limited to the balances of their respective capital accounts. The companies were established in perpetuity and will only cease to exist if dissolved in accordance with the dissolution requirements in the operating agreement.

Principles of consolidation: The consolidated financial statements include the accounts of SRM, Inc. dba Schwarz Ready Mix, Schwarz Sand, LLC, a variable interest entity, and SRM Leasing, LLC and its subsidiaries Schwarz CNG Holdings, LLC, a variable interest entity, and Schwarz BCS, LLC, a variable interest entity (collectively, the Companies). All material intercompany accounts and transactions have been eliminated.

Basis of accounting: The Companies prepare the consolidated financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. Accordingly, revenues are recognized when earned, and expenses are recognized when incurred.

Use of estimates: Management uses estimates and assumptions in preparing the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. On an ongoing basis, the Companies evaluate their estimates, including those related to bad debts, inventories, deferred tax valuation allowances and asset retirement obligations. The Companies base their estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could vary from the estimates that were used in preparing the financial statements and could do so in the near-term.

Inventory: Inventory consists of rock, sand, and other materials used in the production of ready-mixed concrete and are valued at the lower of cost (first-in, first-out method) or net realizable value.

Property and equipment: Property and equipment are stated on the basis of cost. Depreciation is provided by use of straight-line method for financial reporting purposes and the accelerated cost recovery and modified accelerated cost recovery systems for income tax purposes.

 

Building and leasehold improvements

   39 years

Machinery and equipment

   3-10 years

Transportation equipment

   3-7 years

Office equipment

   3 years

 

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RM, Inc. dba Schwarz Ready Mix and Subsidiaries

Notes to Consolidated Financial Statements

Period Ended October 17, 2025, and Year Ended December 31, 2024

Note 1. Nature of Operations and Significant Accounting Policies (Continued)

 

Impairment of long-lived assets: The Companies periodically evaluate their long-lived assets to determine potential impairment by comparing the carrying value of the assets with the estimated future undiscounted cash flows expected to result from the use of the assets, including cash flows from disposition. Should the sum of the expected future undiscounted cash flows be less than the carrying value, the Companies would recognize an impairment loss. An impairment loss would be measured by comparing the amount by which the carrying value exceeds the fair value of the assets. Management has determined that no impairment of long-lived assets exists for period ended October 17, 2025, and year ended December 31, 2024, respectively.

Receivables and credit policies: Trade accounts receivable are uncollateralized customer obligations due under normal trade terms. Receivables are recorded based on the amounts invoiced to customers. Payments of accounts receivable are allocated to the specific invoices identified on the customer’s remittance advice or, if unspecified, are applied to the earliest unpaid invoices.

The carrying amount of accounts receivable is reduced by an allowance for doubtful accounts that reflects management’s estimate of the amounts that will not be collected. Management provides for probable uncollectible amounts through a charge to bad-debt expense and a credit to the allowance for doubtful accounts based on historical collection trends and an assessment of the creditworthiness of current customers. The adequacy of the allowance for doubtful accounts is evaluated periodically through an individual assessment of potential losses on customer accounts giving particular emphasis to accounts with invoices more than 30 days past the due date. Balances which remain outstanding after management has used reasonable collection efforts are written off through a charge to the allowance for doubtful accounts and a credit to trade accounts receivable. Recoveries on accounts previously written off are credited back to the allowance for doubtful accounts.

Method for Estimating Expected Credit Losses for Customer Receivables Using an Aging Schedule

SRM sells its services to a broad range of customers, primarily general contractors and construction companies. Customers typically are provided with payment terms of being payable upon receipt of the invoice. SRM has tracked historical loss information for its trade receivables and compiled historical credit loss percentages for different aging categories. Management believes that the historical loss information it has compiled is a reasonable basis on which to determine expected credit losses for trade receivables held at October 17, 2025, because the composition of the trade receivables at that date is consistent with that used in developing the historical credit-loss percentages (i.e., the similar risk characteristics of its customers and its lending practices have not changed significantly over time).

Management developed this estimate based on its knowledge of past experience for which there were similar environments in the economy. As a result, management applied the applicable credit loss rates to determine the expected credit loss estimate for each payor category. Accordingly, the allowance for expected credit losses on October 17, 2025, and December 31, 2024, totaled $145,401 and $81,222, respectively.

Revenue recognition: The Companies recognize revenues in accordance with ASC Topic 606, Revenue from Contracts with Customers, which provides a five-step model for recognizing revenue from contacts with customers as follows:

 

  •  

Identify the contract with a customer

 

  •  

Identify the performance obligations in the contract

 

  •  

Determine the transaction price

 

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RM, Inc. dba Schwarz Ready Mix and Subsidiaries

Notes to Consolidated Financial Statements

Period Ended October 17, 2025, and Year Ended December 31, 2024

Note 1. Nature of Operations and Significant Accounting Policies (Continued)

 

  •  

Allocate the transaction price to the performance obligations in the contract

 

  •  

Recognize revenue when or as performance obligations are satisfied

The Companies’ revenues primarily consist of product sales of ready-mix concrete to its customers throughout Oklahoma. Results of operations are substantially affected by economic conditions, especially in the construction industry.

Revenue recognition (continued): The Companies record revenue from sales or merchandise upon delivery of the goods to the customer, which is when the performance obligation is satisfied. These revenues are recognized at a point in time.

The transaction price is the amount of consideration to which the Companies expect to be entitled in exchange for transferring goods to the customer. Revenue is recorded based on the transaction price, which is considered fixed consideration. There is no variable consideration in the transactions between the Companies and their customers.

The timing of revenue recognition is consistent with the right to invoice and generally payment within 30 days. Payment terms and conditions for sales to customers vary based on the Companies’ assessment of individual customers as well as industry expectations. It is not the Companies’ standard business practice to offer extended payment terms longer than 90 days. Accordingly, the Companies have determined that a significant financing component generally does not exist.

The Companies exclude from revenue sales taxes and other government-assessed and imposed taxes on revenue-generating activities that are invoiced to customers.

The Companies have generally provided assurance type warranties for their goods. The warranty only extends for a limited duration following the transfer of the goods. Historically, warranty claims have not resulted in material costs incurred. The Companies do not consider these warranties to be performance obligations.

Income taxes: SRM accounts for income taxes using the asset and liability approach to financial accounting and reporting for income taxes. The difference between the financial statement and tax basis of assets and liabilities is determined as part of the financial reporting process. Deferred income tax assets and liabilities are computed for those differences that have future tax consequences using the currently enacted tax laws and rates that apply to the period in which they are expected to affect taxable income. Valuation allowances are established, if necessary, to reduce deferred tax assets to the amounts that will more likely than not be realized. Income tax expense is the current tax provision for the period plus or minus the net change in the deferred tax assets and liabilities.

No provision for United States federal, state, or local income taxes has been provided for Sand or Leasing and its subsidiary, as members are individually liable for taxes on their proportionate share of the income or loss.

Management has evaluated the Companies’ tax positions and concluded that the Companies have taken no uncertain tax positions that require adjustment to the consolidated financial statements to comply with the provisions of this guidance.

 

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Table of Contents

SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Notes to Consolidated Financial Statements

Period Ended October 17, 2025, and Year Ended December 31, 2024

Note 1. Nature of Operations and Significant Accounting Policies (Continued)

 

Goodwill: In 2018, the Companies adopted Accounting Standards Update (ASU) No. 2014-02; Intangibles-Goodwill and Other (Topic 350). Accordingly, goodwill is not amortized and is tested for impairment in accordance with the general goodwill impairment guidance under Topic 350. Goodwill is tested for impairment at least annually, or more frequently if events or circumstances occur that indicate it is more likely than not that the fair value of the Companies is less than their carrying amount. If such events or circumstances are present, the estimated fair value of the Companies is compared to their carrying amount and an impairment loss is recognized for the excess of the carrying amount over fair value (if any), not to exceed the carrying amount of goodwill. No indicators of impairment of the Companies’ goodwill were identified or recognized during the period ended October 17, 2025, and year ended December 31, 2024.

Asset retirement obligations: The Companies recognize the fair value of an asset retirement obligation in the period in which it is incurred if a reasonable estimate of fair value can be made. The Companies determine the fair value of the asset retirement obligation by calculating the present value of the expected cash flows. The fair value of the liability is added to the carrying amount of the associated asset. As of October 17, 2025, and December 31, 2024, the Companies have no net amounts included in property and equipment for asset retirement obligations, as all such amounts have been fully depreciated in the year of recognition.

The retirement obligation will increase as production continues, including an adjustment for accretion related to the passage of time, until the obligation is settled.

The asset retirement obligation is adjusted annually for any liabilities incurred or settled during the period, accretion expense, and any revisions in estimated cash flows.

Advertising costs: The costs of advertising and promotion activities are expensed as they are incurred. Advertising expense was approximately $4,000 and $3,000 for the period ended October 17, 2025, and year ended December 31, 2024, respectively.

Concentration of risk: The Companies maintain cash deposits in financial institutions which, at times, may exceed the Federal Deposit Insurance Corporation insurance limit of $250,000. Federal deposit insurance corporation (FDIC) limits cover all traditional type deposit accounts up to $250,000. At October 17, 2025, approximately $771,000 exceeds the FDIC and other regulatory insured limits. The Companies have not experienced any losses in such accounts and do not believe they are exposed to any significant risk on cash.

Subsequent events: The Companies have evaluated subsequent events through March 18, 2026, which is the date the financial statements were available to be issued. There were no other subsequent events requiring recognition.

On October 18, 2025, the Company entered into an Equity and Asset Purchase and Contribution Agreement with Eagle Redi-Mix Concrete, LLC and related parties to sell substantially all of the Company’s operating assets and equity interests in certain subsidiaries. The consideration for the transaction consists of cash, equity interests in the purchaser’s parent entity, and the purchaser’s assumption of certain liabilities. The transaction occurred after October 17, 2025, balance sheet date and therefore has not been reflected in the accompanying financial statements as of and for the year then ended. Management evaluated the financial reporting effects of this transaction; however, those effects do not require adjustment to the historical amounts presented and will be reflected prospectively in periods after closing.

 

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Table of Contents

SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Notes to Consolidated Financial Statements

Period Ended October 17, 2025, and Year Ended December 31, 2024

 

Note 2. Property and Equipment

Property and equipment are summarized as follows:

 

     October 17,
2025
     December 31,
2024
 

Land and land improvements

   $ 7,816,428      $ 7,835,643  

Buildings

     3,908,621        4,171,167  

Leasehold improvements

     100,000        100,000  

Machinery and equipment

     26,752,931        29,114,220  

Transportation equipment

     34,160,692        35,818,074  

Office equipment

     30,503        220,552  

Construction in-process

     318,261        —   
  

 

 

    

 

 

 
     73,087,436        77,259,656  

Less accumulated depreciation

     (47,732,276 )       (49,813,186 ) 
  

 

 

    

 

 

 

Net property and equipment

   $ 25,355,160      $ 27,446,470  
  

 

 

    

 

 

 

The Companies’ depreciation expense for the period ended October 17, 2025, and year ended December 31, 2024, was approximately $3,723,000 and $5,321,000, respectfully.

Note 3. Income Taxes

Net deferred tax assets and liabilities in the financial statements consist of the following at October 17, 2025, and December 31, 2024. All current and deferred tax provisions were a result of SRM operations. The subsidiaries’ results of operations are pass-through entities and therefore no deferred tax assets or liabilities are required to be provided.

 

     2025      2024  

Deferred tax assets:

     

Intangible assets

   $ 1,115,146      $ 1,213,364  

State tax credits

     (177,271 )       (177,271 ) 

Miscellaneous temporary differences

     49,583        49,583  

Valuation allowance

     993,107        502,919  
  

 

 

    

 

 

 

Total deferred tax asset

     1,980,565        1,588,595  
  

 

 

    

 

 

 

Deferred tax liabilities:

     

Property and equipment basis differences

     (1,980,565 )       (1,588,595 ) 
  

 

 

    

 

 

 

Total deferred tax liabilities

     (1,980,565 )       (1,588,595 ) 
  

 

 

    

 

 

 
   $ —       $ —   
  

 

 

    

 

 

 

The provision for income taxes charged to operations for the period ended October 17, 2025, and year ended December 31, 2024, consist of the following:

 

     2025      2024  

Current tax expense (benefit)

   $ 583,184      $ 581,181  

Deferred tax benefit

     471,382        477,031  

Valuation allowance

     (471,382 )       (477,031 ) 
  

 

 

    

 

 

 
   $ 583,184      $ 581,181  
  

 

 

    

 

 

 

 

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Table of Contents

SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Notes to Consolidated Financial Statements

Period Ended October 17, 2025, and Year Ended December 31, 2024

Note 3. Income Taxes (Continued)

 

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate (21%) to pretax income for the period ended October 17, 2025, and year ended December 31, 2024, due to the following:

 

     2025      2024  

Computed “expected” tax (expense) benefit

   $ 1,634,637      $ 1,029,512  

Decrease (increase) in income taxes resulting from:

     

Reverse non-controlling interest

     (556,223 )       (221,540 ) 

Permanent difference

     24,427        137,554  

State income taxes, net of federal tax benefit

     —         94,897  

Fuel tax and other credits applied

     (37,094 )       (49,458 ) 

Other

     (11,181 )       67,247  

Change in valuation allowance

     (471,382 )       (477,031 ) 
  

 

 

    

 

 

 
   $ 583,184      $ 581,181  
  

 

 

    

 

 

 

Note 4. Line of Credit

SRM’s line of credit was renewed on July 16, 2024, with an available balance of $3,000,000. The line of credit matures July 30, 2026. The line carries a variable rate of interest (Prosperity Bank, N.A. Prime Rate) and requires a monthly interest payment based on outstanding borrowings. At October 17, 2025, and December 31, 2024, the line of credit had an outstanding balance of $0 and $137,955 and an interest rate of 7.25 percent. The line of credit is collateralized by all inventory, equipment, and general intangibles of the Companies in addition to being guaranteed by SRM, Sand and Leasing and its subsidiary and the individual stockholders and members.

Note 5. Long-Term Debt

The Companies’ Long-term debt consists of the following at October 17, 2025, and December 31, 2024:

 

     2025      2024  

Note payable to bank for $4,500,000, with interest at 4.75%, payable in monthly principal and interest installments of $63,225 beginning May 2018 and maturing April 2025. Collateralized by equipment.

   $ —       $ 309,048  

Note payable to Metro Ready Mix for $6,000,000, with interest at 3.5%, payable in monthly principal and interest installments of $80,639 beginning May 2018 and maturing April 2025. Guaranteed by owners of Company.

     —         320,217  

Note payable to Metro Ready Mix, LLC, for $2,500,000, with interest at 3.5%, payable in monthly principal and interest installments of $33,600 beginning May 2018 and maturing April 2025. Guaranteed by owners of Company.

     —         133,423  

Note payable to bank for $2,900,000, with interest at 3.75%, payable in monthly principal and interest installments of $53,155 beginning August 2020 and maturing July 2025. Collateralized by equipment.

     —         265,502  

 

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Table of Contents

SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Notes to Consolidated Financial Statements

Period Ended October 17, 2025, and Year Ended December 31, 2024

Note 5. Long-Term Debt (Continued)

 

     2025      2024  

Note payable to bank for $669,327, with interest at 1.90%, payable in monthly principal and interest installments of $11,703 beginning August 2020 and maturing July 2025. Guaranteed by owners of Company.

     —         81,260  

Note payable to bank for $2,500,000, with interest at 3.5%, payable in monthly principal and interest installments of $73,319 beginning March 2022 and maturing March 2025. Collateralized by equipment.

     —         219,706  

Note payable to equipment financing company for $419,300, with interest at 3.99% payable in monthly principal and interest installments of $9,466 beginning September 2024 and maturing August 2028. Collateralized by equipment.

   $ —       $ 387,025  

Note payable to equipment financing company for $281,015, with interest at 0%, payable in monthly principal and interest installments of $7,807 beginning March 2024 and maturing February 2027. Collateralized by equipment.

     —         218,567  

Note payable to bank for $3,000,000, with interest at 8%, payable in monthly principal and interest installments of $94,154 beginning April 2024 and maturing March 2027. Collateralized by equipment.

     —         989,062  

Note payable to equipment financing company for $766,651 with interest at 5.99%, payable in monthly principal and interest installments of $14,818 beginning April 2024 and maturing March 2029. Collateralized by equipment.

     —         742,854  

Note payable to equipment financing company for $537,971 with interest at 5.99%, payable in monthly principal and interest installments of $10,398 beginning April 2024 and maturing March 2029. Collateralized by equipment.

     —         521,272  
  

 

 

    

 

 

 
   $ —       $ 4,187,936  
  

 

 

    

 

 

 

Current maturities

     —         2,733,501  

Long-term maturities

     —         1,454,435  

 

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Table of Contents

SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Notes to Consolidated Financial Statements

Period Ended October 17, 2025, and Year Ended December 31, 2024

 

Note 6. Leases

The Companies lease the majority of their plant locations for various terms under operating lease agreements. The leases expire at various dates through 2028. In the normal course of business, it is expected that these leases will be renewed or replaced by leases on other properties.

 

Right-of-use assets:

  

January 1, 2025

   $ 1,305,300  

Lease cancellation

     (781,208 ) 

Amortization

     (99,486 ) 
  

 

 

 

Total lease assets

   $ 424,606  
  

 

 

 

Liabilities:

  

January 1, 2025

   $ 1,305,300  

Lease payments

     (102,500 ) 

Lease cancellation

     (781,208 ) 

Interest accretion

     3,014  
  

 

 

 

Total lease liabilities

   $ 424,606  
  

 

 

 

Lease cost at October 17, 2025

   $ 424,606  

Operating cash flows for lease

   $ 99,486  

Reamaining lease term

     4 Years  

Discount rate

     4.36% - 4.41 % 

Pursuant to the terms of the Companies’ lease agreements in effect at January 1, 2024, the following table summarized the Companies’ maturities of lease liabilities as of October 17, 2025:

 

2025

     35,000  

2026

     150,000  

2027

     150,000  

2028

     137,500  
  

 

 

 

Total Lease Payments

     472,500  

Less: imputed interest

     (47,894 ) 
  

 

 

 

Present value of lease liabilities

     424,606  

Less: current obligations under leases

     (145,818 ) 
  

 

 

 

Total

   $ 278,788  
  

 

 

 

Note 7. Asset Retirement Obligations

Asset retirement obligations for the Companies result primarily from the acquisition, development, and/or normal use of stone and sand manufacturing plants and include the reclamation of site damage created during production operations, as well as subsequent removal of plant equipment. Reconciliation of the asset retirement obligation liability is as follows at October 17, 2025, and December 31, 2024:

 

     2025      2024  

Balance at beginning of year

   $ 50,000        50,000  

Accretion expense

     —         —   
  

 

 

    

 

 

 

Balance at end of year

   $ 50,000      $ 50,000  
  

 

 

    

 

 

 

 

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Table of Contents

SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Notes to Consolidated Financial Statements

Period Ended October 17, 2025, and Year Ended December 31, 2024

 

Note 8. Related-Party Transactions

Transactions with companies under common ownership include the following at December 31:

 

     2025      2024  

Accounts receivable

     

Schwarz Paving Company, Inc.

   $ 212,527      $ 156,600  
  

 

 

    

 

 

 

Revenues received from:

     

Schwarz Asphalt Company, Inc.

   $ 284,116      $ 176  

Schwarz Paving Company, Inc.

     2,886,016        2,646,070  
  

 

 

    

 

 

 
   $ 3,170,132      $ 2,646,246  
  

 

 

    

 

 

 

The Companies have unsecured notes payable to individual shareholders and members. These notes were renewed October 17, 2025, and mature on December 31, 2027. Interest accrues at 7% and is payable annually with all outstanding principal and interest due at maturity. The notes’ balance was $2,147,000 and $8,263,000 at October 17, 2025, and December 31, 2024, respectively. Interest expense related to the notes was $187,446 and $599,118 for the period ended October 17, 2025, and year ended December 31, 2024, respectively.

Note 9. Variable Interest Entities

The Consolidations Topic of the FASB Accounting Standards Codification establishes standards for identifying a variable interest entity and for determining under what circumstances a variable interest entity (VIE) should be consolidated with its primary beneficiary. This topic requires a variable interest entity to be consolidated by a company if that company has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses of, or receive benefits from the VIE that could potentially be significant to the VIE.

SRM Leasing, LLC and subsidiary and Schwarz Sand, LLC are considered VIEs and SRM the primary beneficiary under the requirements of Accounting Standards Codification 810, Consolidation (ASC 810). An entity with a controlling interest in a VIE is generally deemed to be its primary beneficiary.

Leasing’s revenues are derived substantially from SRM through leasing arrangements. SRM and Leasing are co-borrowers on Leasing’s primary long-term debt obligations totaling $265,502 and $978,970 at October 17, 2025, and December 31, 2024, respectively. There is subordinated financial support of Leasing through loans from common owners totaling $1,550,000 and $2,000,000 at October 17, 2025, and December 31, 2024, respectively. Furthermore, there is an implicit agreement that SRM will provide financial support to Leasing in order for Leasing to fund debt services obligations and operations. Based on these factors SRM has determined Leasing meets the definition of a VIE and SRM is its primary beneficiary.

Sand’s revenues are derived substantially from SRM through the sale of its product. SRM and Sand are co-borrowers on a $3,000,000 line-of-credit facility at October 17, 2025, and December 31, 2024. There is subordinated financial support of Sand through loans from common owners totaling $3,000,000 at October 17, 2025, and December 31, 2024, respectively. Furthermore, there is an implicit agreement that SRM will provide financial support to Sand in order for it to fund operations. Based on these factors SRM has determined Sand meets the definition of a VIE and SRM is its primary beneficiary.

 

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Table of Contents

SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Notes to Consolidated Financial Statements

Period Ended October 17, 2025, and Year Ended December 31, 2024

Note 9. Variable Interest Entities (Continued)

 

Although SRM does not hold equity interests in Leasing or Sand, SRM is required to consolidate Leasing and Sand under ASC 810. Leasing and Sand are organized as limited liability companies. The member’s equity in Leasing and Sand is reflected as non-controlling interests in the consolidated financial statements and the net income of Leasing and Sand is allocated to the non-controlling interests.

Summarized financial information for Leasing and its subsidiary and Sand before consolidating entries, as of October 17, 2025, is as follows:

 

     Schwarz
Sand, LLC
     SRM
Leasing, LLC
and Subsidiary
 

Cash

   $ 26,960      $ 4,224  

Accounts receivable, net

     616,618        1,707,959  

Other current assets

     599,304        53,530  

Property and equipment, net

     7,381,452        10,887,677  
  

 

 

    

 

 

 
   $ 8,624,334      $ 12,653,390  
  

 

 

    

 

 

 

Accounts payable

   $ 7,512,235      $ —   

Accrued expenses

     49,546        —   

Long-term debt

     —         —   

Asset retirement obligation

     50,000        —   
  

 

 

    

 

 

 
   $ 7,611,781      $ —   
  

 

 

    

 

 

 

Members’ equity

     1,012,553        12,653,390  
  

 

 

    

 

 

 

Total liabilities and members’ equity

   $ 8,624,334      $ 12,653,390  
  

 

 

    

 

 

 

And as of December 31, 2024, is as follows:

 

     Schwarz
Sand, LLC
     SRM
Leasing, LLC
and Subsidiary
 

Cash

   $ —       $ 1,566,665  

Accounts receivable, net

     421,256        3,500  

Other current assets

     384,648        103,705  

Property and equipment, net

     8,113,846        11,946,837  
  

 

 

    

 

 

 
   $ 8,919,750      $ 13,620,707  
  

 

 

    

 

 

 

Accounts payable

   $ 4,915,628      $ 67,789  

Accrued expenses

     338,374        1,254,563  

Long-term debt

     3,576,139        1,550,000  

Asset retirement obligation

     50,000        —   
  

 

 

    

 

 

 
   $ 8,880,141      $ 2,872,352  
  

 

 

    

 

 

 

Members’ equity

     39,609        10,748,355  
  

 

 

    

 

 

 

Total liabilities and members’ equity

   $ 8,919,750      $ 13,620,707  
  

 

 

    

 

 

 

 

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Table of Contents

SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Notes to Consolidated Financial Statements

Period Ended October 17, 2025, and Year Ended December 31, 2024

 

Note 10. Employee Benefit Plan

The Companies’ employees may participate in a defined contribution retirement plan with features under section 401(k) of the Internal Revenue Code through the multiple employer plan entitled Schwarz Paving Co., Inc. 401(k) Savings Plan. Employees who have completed three months of service and are 18 years of age are eligible to participate in the plan.

The Companies may make discretionary matching contributions as well as profit sharing contributions. Employees must complete 1,000 hours of service and be employed on the last day of the year to receive a profit-sharing contribution. Discretionary matching contributions were approximately $400,000 and $573,000 for the period ended October 17, 2025, and year ended December 31, 2024. No profit-sharing contributions were made for the period ended October 17, 2025, and year ended December 31, 2024.

 

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Table of Contents

SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Supplementary Information

Consolidating Balance Sheets and Statements of Operations

For the Period Ended October 17, 2025, and Year Ended December 31, 2024

 

F-86


Table of Contents

SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Consolidated Balance Sheets

October 17, 2025

 

    Schwarz
Ready
Mix
    Schwarz
Sand, LLC
    SRM
Leasing
LLC and
Subsidiary
    Eliminating     Total  

Assets

         

Current assets

         

Cash

  $ 979,021     $ 26,960     $ 4,224     $ —      $ 1,010,205  

Accounts receivable, net of allowance for doubtful accounts

    17,762,739       616,618       1,707,959       (9,144,270 )      10,943,046  

Inventory

    3,037,930       556,439       —        —        3,594,369  

Prepaid expenses

    127,903       42,865       53,530       —        224,298  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current assets

    21,907,593       1,242,882       1,765,713       (9,144,270 )      15,771,918  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other long-term assets

    20,000       —        —        —        20,000  

Goodwill

    5,453,386       —        —        —        5,453,386  

Right-of-use assets

    424,606       —        —        —        424,606  

Property and equipment, net

    7,086,031       7,381,452       10,887,677       —        25,355,160  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total long-term assets

    12,984,023       7,381,452       10,887,677       —        31,253,152  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

  $ 34,891,616     $ 8,624,334     $ 12,653,390     $ (9,144,270 )    $ 47,025,070  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities and Stockholders’ Equity

         

Current liabilities

         

Accounts payable

  $ 7,368,089     $ 7,512,235     $ —      $ (9,144,270 )    $ 5,736,054  

Accrued expenses

    395,360       49,546       —        —        444,906  

Income taxes payable

    579,527       —        —        —        579,527  

Customer deposits

    —        —        —        —        —   

Line of credit

    —        —        —        —        —   

Current maturities of lease liabilities

    145,818       —        —        —        145,818  

Current maturities of long-term debt

    —        —        —        —        —   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current liabilities

    8,488,794       7,561,781       —        (9,144,270 )      6,906,305  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Long-term liabilities:

         

Asset retirement obligation

    —        50,000       —        —        50,000  

Notes payable to shareholders and members

    2,147,000       —        —        —        2,147,000  

Long-term lease liabilities

    278,788       —        —        —        278,788  

Long-term debt, net of current maturities

    —        —        —        —        —   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total long-term liabilities

    2,425,788       50,000       —        —        2,475,788  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

    10,914,582       7,611,781       —        (9,144,270 )      9,382,093  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Stockholders’ Equity

         

Common stock - $1 par value, 100,000 authorized shares; 1,000 shares issued and outstanding

    1,000       —        —        —        1,000  

Retained earnings

    23,976,034       —        —        —        23,976,034  

Members capital

    —        1,012,553       12,653,390       (13,665,943 )      —   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total stockholders’ equity - Schwarz Ready Mix

    23,977,034       1,012,553       12,653,390       (13,665,943 )      23,977,034  

 

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SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Consolidated Balance Sheets

October 17, 2025

 

    Schwarz
Ready
Mix
    Schwarz
Sand, LLC
    SRM
Leasing
LLC and
Subsidiary
    Eliminating     Total  

Noncontrolling interests

    —        —        —        13,665,943       13,665,943  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total equity

    23,977,034       1,012,553       12,653,390       —        37,642,977  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and stockholders’ equity

  $ 34,891,616     $ 8,624,334     $ 12,653,390     $ (9,144,270 )    $ 47,025,070  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See notes to consolidated financial statements.

 

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SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Consolidated Balance Sheets

December 31,2024

 

    Schwarz
Ready
Mix
    Schwarz
Sand, LLC
    SRM
Leasing
LLC and
Subsidiary
    Eliminating     Total  

Assets

         

Current assets

         

Cash

  $ 2,106,127     $ —      $ 1,566,665     $ —      $ 3,672,792  

Accounts receivable, net of allowance for doubtful accounts

    15,493,116       421,256       3,500       (4,792,292 )      11,125,580  

Inventory

    3,036,864       383,226       —        —        3,420,090  

Prepaid expenses

    550,559       1,422       103,705       —        655,686  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current assets

    21,186,666       805,904       1,673,870       (4,792,292 )      18,874,148  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other long-term assets

    20,000       —        —        —        20,000  

Goodwill

    5,453,386       —        —        —        5,453,386  

Right-of-use assets

    1,305,300       —        —        —        1,305,300  

Property and equipment, net

    7,385,787       8,113,846       11,946,837       —        27,446,470  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total long-term assets

    14,164,473       8,113,846       11,946,837       —        34,225,156  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

  $ 35,351,139     $ 8,919,750     $ 13,620,707     $ (4,792,292 )    $ 53,099,304  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities and Stockholders’ Equity

         

Current liabilities

         

Accounts payable

  $ 4,906,361     $ 4,915,628     $ 67,789     $ (4,792,292 )    $ 5,097,486  

Accrued expenses

    799,571       21,830       —        —        821,401  

Income taxes payable

    546,344       —        —        —        546,344  

Customer deposits

    3,240,302       —        —        —        3,240,302  

Line of credit

    137,955       —        —        —        137,955  

Current maturities of lease liabilities

    136,225       —        —        —        136,225  

Current maturities of long-term debt

    1,162,394       316,544       1,254,563       —        2,733,501  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current liabilities

    10,929,152       5,254,002       1,322,352       (4,792,292 )      12,713,214  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Long-term liabilities:

         

Asset retirement obligation

    —        50,000       —        —        50,000  

Notes payable to shareholders and members

    3,863,000       2,850,000       1,550,000       —        8,263,000  

Long-term lease liabilities

    1,169,075       —        —        —        1,169,075  

Long-term debt, net of current maturities

    728,296       726,139       —        —        1,454,435  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total long-term liabilities

    5,760,371       3,626,139       1,550,000       —        10,936,510  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

    16,689,523       8,880,141       2,872,352       (4,792,292 )      23,649,724  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Stockholders’ Equity

         

Common stock - $1 par value, 100,000 authorized shares; 1,000 shares issued and outstanding

    1,000       —        —        —        1,000  

Retained earnings

    18,660,616       —        —        —        18,660,616  

Members capital

    —        39,609       10,748,355       (10,787,964 )      —   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total stockholders’ equity - Schwarz Ready Mix

    18,661,616       39,609       10,748,355       (10,787,964 )      18,661,616  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Noncontrolling interests

    —        —        —        10,787,964       10,787,964  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total equity

    18,661,616       39,609       10,748,355       —        29,449,580  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and stockholders’ equity

  $ 35,351,139     $ 8,919,750     $ 13,620,707     $ (4,792,292 )    $ 53,099,304  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See notes to consolidated financial statements.

 

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SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Consolidated Statements of Operations

Period Ended October 17, 2025

 

     Schwarz
Ready
Mix
    Schwarz
Sand, LLC
    SRM
Leasing
LLC and
Subsidiary
    Eliminating     Total  

Revenues earned

   $ 73,134,853     $ 5,587,596     $ 3,089,193     $ (6,381,140 )    $ 75,430,502  

Cost of revenues earned

     64,564,943       4,678,438       1,125,992       (6,316,790 )      64,052,583  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     8,569,910       909,158       1,963,201       (64,350 )      11,377,919  

General and administrative expenses

     2,949,854       194,567       15,912       (64,350 )      3,095,983  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from operations

     5,620,056       714,591       1,947,289       —        8,281,936  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other income (expense)

          

Interest expense

     (187,446 )      (149,441 )      (29,596 )      —        (366,483 ) 

Gain (loss) on sale of assets

     401,994       404,458       (26,015 )      —        780,437  

Other income

     63,998       3,336       13,357       —        80,691  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     278,546       258,353       (42,254 )      —        494,645  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income before income taxes

     5,898,602       972,944       1,905,035       —        8,776,581  

Income tax expense

     (583,184 )      —        —        —        (583,184 ) 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income - consolidated

     5,315,418       972,944       1,905,035       —        8,193,397  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) attributable to noncontrolling interests

     —        972,944       1,905,035       —        2,877,979  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income - Schwarz Ready Mix

   $ 5,315,418     $ —      $ —      $ —      $ 5,315,418  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See notes to consolidated financial statements.

 

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SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Consolidated Statements of Operations

Years Ended December 31, 2024

 

    Schwarz
Ready
Mix
    Schwarz
Sand, LLC
    SRM
Leasing
LLC and
Subsidiary
    Eliminating     Total  

Revenues earned

  $ 91,904,864     $ 4,898,406     $ 4,203,458     $ (6,391,888 )    $ 94,614,840  

Cost of revenues earned

    82,305,363       5,436,260       1,990,252       (6,306,088 )      83,425,787  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

    9,599,501       (537,854 )      2,213,206       (85,800 )      11,189,053  

General and administrative expenses

    4,948,167       126,777       22,456       (85,800 )      5,011,600  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from operations

    4,651,334       (664,631 )      2,190,750       —        6,177,453  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other income (expense)

         

Interest expense

    (441,786 )      (251,345 )      (268,346 )      —        (961,477 ) 

Gain (loss) on sale of assets

    48,500       23,583       6,000       —        78,083  

Other income

    134,780       1,612       17,328       —        153,720  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    (258,506 )      (226,150 )      (245,018 )      —        (729,674 ) 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income before income taxes

    4,392,828       (890,781 )      1,945,732       —        5,447,779  

Income tax expense

    (581,181 )      —        —        —        (581,181 ) 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income - consolidated

    3,811,647       (890,781 )      1,945,732       —        4,866,598  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) attributable to noncontrolling interests

    —        (890,781 )      1,945,732       —        1,054,951  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income - Schwarz Ready Mix

  $ 3,811,647     $ —      $ —      $ —      $ 3,811,647  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See notes to consolidated financial statements.

 

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LOGO   

EDGIN, PARKMAN, FLEMING & FLEMING, PC

CERTIFIED PUBLIC ACCOUNTANTS

 

1401 HOLLIDY ST., SUITE 216 ● P.O. BOX 750

WICHITA FALLA, TEXAS 76307-0750

PH. (940) 766-5550 ● FAX (940) 766-5778

  

MICHAEI D. EDGIN, CPA

DAVID L. PARKMAN, CPA

A. PAUL FLEMING, CPA

JOSHUA R. HARMAN, CPA

INDEPENDENT AUDITOR’S REPORT

To the Member of

Hope Concrete, LLC

Opinion

We have audited the accompanying consolidated financial statements of Hope Concrete, LLC (a Texas Limited Liability Company) and subsidiary (Lafayette Concrete Division, LLC) (Company), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the related consolidated statements of income and changes in member’s equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements.

ln our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Hope Concrete, LLC and subsidiary as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

ln preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is

 

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higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements, including omissions, are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

ln performing an audit in accordance with generally accepted auditing standards, we:

 

  •  

Exercise professionaljudgment and maintain professional skepticism throughout the audit.

 

  •  

ldentify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

 

  •  

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

 

  •  

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.

 

  •  

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

 

LOGO
EDGIN, PARKMAN, FLEMING & FLEMING, PC

Wichita Falls, Texas

April 30, 2026

 

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HOPE CONCRETE, LLC

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2025 AND 2024

 

     2025      2024  
ASSETS      

Current assets:

     

Cash and cash equivalents

   $ 832,991      $ 3,634,691  

Accounts receivable:

     

Trade, net

     6,174,999        7,767,131  

Other receivables

     223,354        131,140  

Related party receivable

     105,166        —   

lnventory

     801,637        739,230  

Prepaid expenses

     1,651,257        1,316,983  
  

 

 

    

 

 

 

Total current assets

     9,789,404        13,589,175  
  

 

 

    

 

 

 

Other assets:

     

Accounts and notes receivable - related party

     6,774,962        1,759,321  

Property and equipment, net

     17,707,395        17,334,509  

Right-to-use assets, net

     5,913,596        326,464  

Goodwill

     28,060,394        24,918,238  

lnvestment in captive insurance company

     1,287,167        1,146,000  

Deposit

     70        70  
  

 

 

    

 

 

 

Total other assets

     59,743,584        45,484,602  
  

 

 

    

 

 

 

Total assets

   $ 69,532,988      $ 59,073,777  
  

 

 

    

 

 

 
LIABILITIES AND MEMBER’S EQUITY      

Current liabilities:

     

Accounts payable

   $ 3,735,267      $ 6,049,038  

Bank overdraft

     325,555        —   

Accrued expenses

     2,249,758        1,704,297  

Current income tax liability

     120,092        496,635  

Deferred income tax liability

     4,596,982        3,500,952  

Current portion of finance lease liability

     328,814        51,687  

Current portion of notes payable, net of deferred loan costs

     5,137,575        3,560,206  
  

 

 

    

 

 

 

Total current liabilities

     16,494,043        15,362,815  
  

 

 

    

 

 

 

Long-term liabilities:

     

Finance lease liability, net of current portion

     5,831,790        326,602  

Notes payable, net of current portion and deferred loan costs

     21,627,674        18,370,071  
  

 

 

    

 

 

 

Total long-term liabilities

     27,459,464        18,696 673  
  

 

 

    

 

 

 

Total liabilities

     43,953,507        34,059,488  

Member’s equity

     25,579,481        25 014 289  
  

 

 

    

 

 

 

Total liabilities and member’s equity

   $ 69,532,988      $ 59,073,777  
  

 

 

    

 

 

 

The accompanying Notes are an integral part of these financial statements.

 

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HOPE CONCRETE, LLC

CONSOLIDATED STATEMENTS OF INCOME AND CHANGES IN MEMBER’S EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

 

     2025     2024  

Net sales

   $ 56,552,135     $ 70,679,017  

Cost of sales

     47,246,249       55,213,978  
  

 

 

   

 

 

 

Gross profit

     9,305,886       15,465,039  
  

 

 

   

 

 

 

Operating expenses:

    

General and administrative

     7,190,973       5,421,224  

Business development

     164,218       2,811,674  

Depreciation

     686,491       286 069  
  

 

 

   

 

 

 

Total operating expenses

     8,041,682       8,518,967  
  

 

 

   

 

 

 

lncome from operations

     1,264,204       6,946,072  
  

 

 

   

 

 

 

Other income (expense):

    

lnterest income

     315       3,263  

Equipment rental

     383,400       260,880  

Management fees

     240,000       240,000  

Gain (loss) on disposal of property and equipment

     2,316,073       (70,595 ) 

lnterest expense

     (2,427,509 )      (2,532,761 ) 
  

 

 

   

 

 

 

Total other income (expense)

     512,279       (2,099,213 ) 
  

 

 

   

 

 

 

Net income before income tax expense

     1,776,483       4,846,859  

lncome tax expense

     1,211,291       1,171,985  
  

 

 

   

 

 

 

Net income

     565,192       3,674,874  
  

 

 

   

 

 

 

Member’s equity, January 1, as originally stated

     25,014,289       11,333,436  

Change in accounting principle

     —        10,005,979  
  

 

 

   

 

 

 

Member’s equity, January 1, as restated

     25,014,289       21,339,415  
  

 

 

   

 

 

 

Member’s equity, December 31

   $ 25,579,481     $ 25,014,289  
  

 

 

   

 

 

 

The accompanying Notes are an integral part of these financial statements.

 

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HOPE CONCRETE, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

 

     2025     2024  

Cash flows from operating activities:

    

Net income

   $ 565,191     $ 3,674,874  

Adjustments to reconcile net income to net cash from operating activities:

    

Amortization of debt issuance costs

     39,242       88,344  

Amortization of RTU asset

     336,160       55,965  

Depreciation

     2,384,790       2,035,279  

Deferred income taxes

     1,096,020       693,030  

(Gain) loss on disposal of property and equipment

     (2,316,073 )      70,595  

Paid-in-kind interest

     —        174,595  

Changes in assets and liabilities:

    

(lncrease) decrease in:

    

Trade receivables

     1,592,132       (2,084,700 ) 

Other receivables

     (92,214 )      2,902  

Related party receivable

     (1 05,1 66 )      —   

lnventory

     (62,407 )      333,161  

Prepaid expenses

     (334,274 )      (46,913 ) 

lncrease (decrease) in:

    

Accounts payable

     (2,313,771 )      2,553,250  

Bank overdraft

     325,555       —   

Accrued expenses

     545,461       (155,039 ) 

lncome tax liabilites

     (376,543 )      321,494  
  

 

 

   

 

 

 

Net cash provided by operating activities

     1,284,103       7,716,837  
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Proceeds from the sale of property and equipment

     4,251 ,107       130,765  

Purchase of property and equipment

     (4,959,784 )      (4,787,636 ) 

Purchase of goodwill

     (10,000 )      —   

Additional investment in captive insurance company

     (141,167 )      (94,533 ) 

lssuance of accounts and notes receivable - related party

     (5,015,642 )      (474,819 ) 
  

 

 

   

 

 

 

Net cash used by investing activities

     (5,875,486 )      (5,226,223 ) 
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Note payable borrowings

     5,086,979       11,137,856  

Finance lease borrowings

     791,718       —   

Finance lease repayments

     (297,787 )      (47,737 ) 

Note payable repayments

     (3,730,352 )      (12,689,395 ) 

Payment of debt issuance costs

     (60,897 )      (59,313 ) 
  

 

 

   

 

 

 

Net cash provided (used) by financing activities

     1,789,661       (1,658,589 ) 
  

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     (2,801,722 )      832,025  

Cash and cash equivalents, January 1

     3,634,713       2,802,688  
  

 

 

   

 

 

 

Cash and cash equivalents, December 31

   $ 832,991     $ 3,634,713  
  

 

 

   

 

 

 

Supplemental disclosures of cash flow information:

    

Cash paid during the year for:

    

lnterest

   $ 2,427,509     $ 2,358,166  
  

 

 

   

 

 

 

lncome taxes

   $ 496,635     $ 175,141  
  

 

 

   

 

 

 

Noncash transactions:

    

Purchase of right-to-use assets with the issuance of finance lease laibility

   $ 5,288,384     $ —   
  

 

 

   

 

 

 

lssuance of note payable to the seller at the time of purchase:

    

Property and equipment

   $ 367,844     $ —   

Goodwill

     3,1 32,1 56     $ —   
  

 

 

   

 

 

 
   $ 3,500,000     $ —   
  

 

 

   

 

 

 

The accompanying Notes are an integral part of these financial statements.

 

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Table of Contents

HOPE CONCRETE, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

Nature of Business

Hope Concrete, LLC, a Texas limited liability company, was formed on October 26, 2018. The Company is a manufacturer of ready-mix concrete with plants in Bonham, Sherman, Rhome, Commerce, and Gainesville, Texas. During 2024, the Company acquired a site in Celina, Texas for another plant, but it was not operational at December 31, 2025. The Company is headquartered in Bonham, Texas.

Wholly-Owned Subsidiary

On April 3, 2025, the Company formed a wholly-owned subsidiary, Lafayette Concrete Division, LLC. A Louisiana limited liability company. Lafayette Concrete Division, LLC purchased the assets and liabilities of an existing concrete plant in Maurice, Louisiana and immediately started business in early April 2025.

Consolidated Financial Statements

For reporting purposes, the operations of Hope Concrete, LLC and its wholly-owned subsidiary are consolidated. All intra-entity balances and transactions have been eliminated. As a result, the December 31, 2025 financials are consolidated and the December 31, 2024 reflect only the balances from Hope Concrete, LLC. The consolidated entity is referred as the Company.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Fair Value of Financial lnstruments

In accordance with the reporting requirements of Accounting Standards Codification (ASC) 825-10-50, “Disclosures About Fair Value of Financial lnstruments”, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this statement and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments. The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value because of the short-term nature of these items. The estimated fair value of the notes payable and line of credit also approximates its carrying value because the terms are comparable to similar lending arrangements in the marketplace.

 

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Table of Contents

HOPE CONCRETE, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT’D.)

DECEMBER 31, 2025 AND 2024

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D.)

 

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company maintains cash balances in bank accounts that may, at times, exceed federally insured limits. The Company has incurred no losses from such accounts.

Accounts Receivable

Accounts receivable are recorded at net realizable value, which includes an allowance for credit losses to reflect any anticipated losses on the collection of accounts receivables balance. The Company uses the allowance method of accounting for doubtful accounts. The year-end balance is based on historical collections and management’s review of the current states of existing receivables and estimates as to their collectability.

After all attempts to collect a receivable have failed, the receivable is written off against the allowance for credit losses. At December 31, 2025 and 2024, management has recorded an allowance of $253,226 and $323,225, respectively.

lnventory

lnventories typically consist of raw materials and are valued at the lowest of cost or net realizable value on a first-in, first-out (FIFO) basis. The Company reviews inventory balances to determine if the carrying amount exceeds their net realizable value. This review process incorporates current industry and customer-specific trends, current operating plans, historical price activity and selling prices expected to be realized. lf the carrying amount of inventory exceeds its estimated net realizable value, the carrying values are adjusted accordingly.

Property and Equipment

The Company records purchases of property and equipment at cost less accumulated depreciation. Depreciation for financial reporting purposes commences when the assets are placed in service on a straight-line basis over the estimated useful lives of the assets which are as follows:

 

Asset

  

Estimated

Useful Life

Equipment

  

5 years

Autos and Trucks

  

5 to 10 years

Buildings and lmprovements

  

39 to 40 years

Leasehold improvements

  

15 years

Other Equipment

  

5 to 25 years

Land

  

lndefinite

Expenditures for repairs and maintenance are charged to expenses as incurred. Expenditures for major renewals and betterments, which extend the useful lives of existing property and equipment, are capitalized and depreciated. Upon retirement or disposition of property and equipment, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is recognized in the statement of income and changes in member’s equity.

 

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Table of Contents

HOPE CONCRETE, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT’D.)

DECEMBER 31, 2025 AND 2024

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D.)

 

Short-term Leases

The Company has elected to account for leases with a term of 12 months or less by recognizing the lease payments in profit or loss on a straight-line basis over the term of the lease and any variable lease payments in the period in which the obligation for the payment is incurred.

Right-to-use Assets and Liabilities

Right-to-use assets derived from finance lease agreements are amortized on a straight-line basis over the life of the agreement. Finance lease liabilities are treated similar to standard note payable transactions.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net assets acquired, and is accounted for in accordance with ASC 350, “lntangibles - Goodwill and Other”.

Goodwill is reviewed and tested for impairment upon the occurrence of a triggering event. As of December 31, 2025 and 2024, management was determined there was no impairment of goodwill.

The Company adopted ASU 2014-18, an amendment to ASC 350. ln accordance with ASU 2014-18, the Company does not recognize separately from goodwill, customer-related intangible assets, unless they are capable of being sold or licensed independently from other assets of the business, or noncompetition agreements.

lmpairment of Long-lived Assets

ln accordance with ASC 360-10, “Accounting for the lmpairment or Disposal of Long-lived Assets”, the Company periodically reviews the carrying value of its long-lived assets, such as property and equipment, to test whether current events or circumstances indicate that such carrying value may not be recoverable. lf the tests indicate that the carrying value of the asset is greater than the expected cash flows to be generated by such asset, then an impairment adjustment is recognized for the excess of the carrying value over fair value. For the years ended December 31, 2025 and 2024, there were no impairments of long-lived assets.

Deferred Loan Costs

Costs incurred for entering into the Company’s long-term debt are amortized over the term of the debt using the effective interest rate method. ln accordance with ASU 2015-03, “Debt lssuance Costs”, deferred loan costs are presented as debt discounts, net of the outstanding debt balances on the accompanying balance sheets. Deferred loan costs at December 31, 2025 and 2024 were $111,850 and $90,195, respectively, after the addition of $60,897 during the year ended December 31, 2025. During the years ended December 31, 2025 and 2024, amortization of deferred loan costs totaled $40,308 and $88,344, respectively, and is included in interest expense in the accompanying statements of income and changes in member’s equity.

Revenue and Cost Recognition

The Company’s revenues are comprised of concrete sales and related products to customers. Revenue is recognized when the Company satisfies its performance obligation under the contract by performing the service to its customers. A performance obligation is a promise to transfer a distinct product or service to a customer.

 

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Table of Contents

HOPE CONCRETE, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT’D.)

DECEMBER 31, 2025 AND 2024

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D.)

 

Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or providing services. The nature of the Company’s contracts does not give rise to any notable amounts of variable consideration. Neither the type of product or service sold, or the location of sale significantly impacts the nature, amount, timing or uncertainty of revenue and cash flows.

A contract’s transaction price is allocated to each distinct performance obligation within the contract. Substantially all of the Company’s contracts have a single performance obligation. ln instances where multiple performance obligations may exist, due to the short duration of the arrangements or the insignificance of certain performance obligations, in substantially all cases it is not necessary to allocate the transaction price to the distinct performance obligations as the allocation would not result in a different accounting outcome.

All of the Company’s revenue is from products transferred to customers at a point in time. The Company recognizes revenue at the point in time in which the customer obtains control of the product, which is generally at delivery.

The Company expenses costs of obtaining a contract when incurred.

lncome Taxes

lncome taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized lor future tax consequences attributable to differences between financial statements carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income on deferred tax assets and liabilities for a change in tax status or tax rates is recognized in income in the period that includes the enactment date.

The Company evaluates uncertain tax positions with the presumption of audit detection and applies a “more likely than not” standard to evaluate the recognition of tax benefits or positions. As of December 31, 2025 and 2024, the Company had no uncertain tax positions. Accordingly, the Company has not recognized any penalty, interest or tax impact related to uncertain tax positions.

Advertising Costs

ln accordance with ASC 720-35, “Advertising Costs”, the Company expenses advertising costs as they are incurred. Advertising costs were approximately $88,746 and $84,626 for the years ended December 31, 2025 and 2024, respectively.

Concentrations

Cash

The Company maintains cash in various banking institutions. At December 31, 2025, the balance in one of these accounts exceeded FDIC insurance by $351,588 and was overdrawn by $766,083. At December 31, 2024, the balance in two of these accounts exceeded FDIC insurance by $5,453,343.

 

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Table of Contents

HOPE CONCRETE, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT’D.)

DECEMBER 31, 2025 AND 2024

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D.)

 

Customers

For the year ended December 31, 2025, the Company’s top five customers represented 26% of total sales and 17% of total accounts receivable at December 31, 2025. For the year ended December 31, 2024, the Company’s top five customers represented 40% of total sales and 40% of total accounts receivable at December 31, 2024. The loss of one or more of these customers could have a negative impact on the Company’s financial statements.

Vendors

For the year ended December 31, 2025, the Company’s top five vendors represented 48% of the total vendor-related costs and 17% of accounts payable at December 31, 2025. For the year ended December 31, 2024, the Company’s top five vendors represented 44% of the total vendor-related costs and 50% of accounts payable at December 31, 2024. The loss of one or more of these vendors could have a negative impact on the Company’s financial statements. One of the top vendors is a related party - see Note 9 to the financial statements.

NOTE 2 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following as of December 31, 2025 and 2024:

 

     2025      2024  

Land

   $ —       $ 380,545  

Equipment not in service

     2,291,820        1,773,966  

Leasehold improvements

     31,948        —   

Buildings and improvements

     —         1,901,773  

Autos and trucks

     11,377 ,793        8,965,393  

Equipment

     12,953,427        11,335,360  
  

 

 

    

 

 

 

Total

     26,654,988        24,357,037  

Less accumulated depreciation

     (8,947,593 )       ( 7,022,528 ) 
  

 

 

    

 

 

 

Property and equipment, net

   $ 17,707,395      $ 17,334,509  
  

 

 

    

 

 

 

The equipment not in service is for a new plant that is not in service at December 31, 2025.

ln 2023, the Company purchased six mixer trucks for $1,209,210 which were leased to a related party. ln 2025, the Company purchased twelve used trucks from the same related party for $550,000 and leased them back to the related party. See Note 9 for details about the lease.

In 2025, the Company sold certain assets to a related party and leased them back. See Note 9 for more details.

Depreciation expense was $2,384,790 for the year ended December 31, 2025, of which $2,034,459 is included in cost of sales and $350,331 is included in operating costs on the accompanying statements of income and changes in member’s equity.

Depreciation expense was $2,035,279 for the year ended December 31, 2024, of which $1,805,175 is included in cost of sales and $230,104 is included in operating costs on the accompanying statements of income (loss) and changes in member’s equity.

 

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Table of Contents

HOPE CONCRETE, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT’D.)

DECEMBER 31, 2025 AND 2024

 

NOTE 3 - RIGHT-TO-USE ASSET AND FINANCE LEASE LIABILITY AGREEMENTS

Ground Lease

The Company entered into a ground lease agreement that contains a dry-batch plant for the production of concrete. The initial agreement is for 5 years and has a commencement date of November 2020. The agreement calls for 60 monthly payments of $6,000. The lease term can be extended through October 31, 2030 with payments of $6,500 per month for the additional 60 month term. The extension is reasonably certain. The agreement also calls for a royalty to be paid to lessor based on cubic yards of concrete sold at a deescalated rate as production increases up to a cap of 90,000 yards.

The lease has an imputed interest rate of 6.5%.

The following information is provided for the calculated finance lease liability and associated right-to-use (RTU) asset.

 

    Finance Lease Liability     RTU Asset     Finance
Lease
Cost
 
    Cash     lnterest     Liability
Reduction
    Total
Liability
    Beginning
Balance
    Amortization     RTU
Asset
 

Balance as of 1/1/2020

        $ 553,232          

FYE 2021

  $ 72,000     $ 32,109     $ 39,891       513,341     $ 550,324     $ 55,965     $ 494,359     $ 88,074  

FYE 2022

    72,000       29,648       42,351       470,990       494,359       55,965       438,394       85,613  

FYE 2023

    72,000       27,036       44,965       426,025       438,394       55,965       382,429       83,001  

FYE 2024

    72,000       24,263       47,737       378,288       382,429       55,965       326,464       80,228  

FYE 2025

    73,000       21,313       51,687       326,601       326,464       55,965       270,499       77,278  

FYE 2026

    78,000       17,951       60,049       266,552       270,499       55,965       214,534       73,916  

FYE 2027

    78,000       14,246       63,754       202,798       214,534       55,965       158,569       70,211  

FYE 2028

    78,000       10,315       67,685       135,113       158,569       55,965       102,604       66,280  

FYE 2029

    78,000       6,141       71,859       63,254       102,604       55,965       46,639       62,106  

FYE 2030

    65,000       1,746       63,254       —        46,639       46,639       —        48,385  

Hope Facilities

The Company has a recurring lease for basically all the real property for the Hope facilities. The lease is with a related party and originated as a sale lease-back transaction. See Note 9. The lease is for 5 years from 7/1/25 to 6/30/30 and may be extended for 3 additional 5-year periods through June 30, 2045. The lease calls for payments of $40,000 per month for the initial term year and increases 2.5% each year thereafter. The lease has an imputed rate of 9%.

 

    Finance Lease Liability  

RTU Asset

 

Finance

Lease

Cost

    Cash     lnterest     Liability
Reduction
   

Total
Liability

 

Beginning
Balance

 

Amortization

 

RTU Asset

Balance as of 7/1/2025

        $5,288,384        

FYE 2025

  $ 240,000     $ 237,939     $ 2,061     5,286,323   $5,288,384   $132,210   $5,156,174   $370,149

FYE 2026

    486,000       475,476       10,524     5,275,799   5,156,174   264,419   4,891,755   739,895

FYE 2027

    498,150       473,979       24,171     5,251,628   4,891,755   264,419   4,627,336   738,398

FYE 2028

    510,604       471,188       39,415     5,212,213   4,627,336   264,419   4,362,917   735,607

FYE 2029

    523,629       466,955       56,414     5,155,799   4,362,917   264,419   4,098,498   731,374

FYE 2O3O

    536,453       461,113       75,340     5,080,459   4,098,498   264,419   3,834,079   725,532

FYE 2031-35

    2,890,268       2,147,938       742,330     4,338,129   3,834,079   1,322,095   2,511,984   3,470,033

FYE 2036-40

    3,270,073       1,632,615       1,637,457     2,700,672   2,511,984   1,322,095   1,189,889   2,954,710

FYE 2041-45

    3,306,519       605,849       2,700,672     —    1,189,889   1,189,889   —    1,795,738

 

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Table of Contents

HOPE CONCRETE, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT’D.)

DECEMBER 31, 2025 AND 2024

NOTE 3 - RIGHT-TO-USE ASSET AND FINANCE LEASE LIABILITY AGREEMENTS (CONT’D.)

 

Trucks and Trailers

The Company has entered into a series of leases for the use of five trucks and two trailers. The leases are payable monthly with payments ranging from $1,571 to $4,442 with interest rates ranging from 4.69% to 12.00% maturities ranging from June 2026 to February 2028.

 

   

Finance Lease Liability

 

RTU Asset

 

Finance

Lease
Cost

   

Cash

  lnterest    

Liability

Reduction

 

Total
Liability

 

Beginning
Balance

 

Amortization

 

RTU

Asset

Balance as of 4/2025

        $634,908        

FYE 2025

  $186,967   $ 99,738     $87,229   547,679   $634,908   $147,985   $486,923   $247,723

FYE 2026

  294,976     36,735     258,241   289,438   486,923   207,188   279,735   243,923

FYE 2027

  207,923     15,515     192,408   97,030   279,735   163,365   16,370   178,880

FYE 2028

  98,292     1,262     97,030   —    116,370   93,708   22,663   94,970
          22,663   22,662     22,662

A summary of the three RTU agreements are as follows

 

     Total Liability          Total RTU Asset, net  
     12/31/2025     12/31/2024          12/31/2025      12/31/2024  

Ground lease

   $ 326,602     $ 378,289     Ground lease    $ 270,499      $ 326,464  

Hope facilities

     5,286,323       —      Hope facilities      5,156,174        —   

Assumed ROU liabilities

     547,679       —      Assumed ROU liabilities      486,923        —   
  

 

 

   

 

 

      

 

 

    

 

 

 

Total

   $ 6,160,604     $ 378,289     Total    $ 5,913,596      $ 326,464  
         

 

 

    

 

 

 

Less current portion

     ( 328,814 )      ( 51,687 )         
  

 

 

   

 

 

         

Longterm portion

   $ 5,831,790     $ 326,602          
  

 

 

   

 

 

         

NOTE 4 - INVESTMENT IN CAPTIVE INSURANCE COMPANY

During 2020, the Company invested in Boulder lnsurance. Ltd (Boulder) under rules allowed under the lnternal Revenue Service Code. Boulder is a captive insurance program that allows the Company to obtain a lower insurance premium with its insurance carrier through reinsurance from Boulder. The Company basically covers any losses over 125% of the Type A and B insurance losses. The original investment made under the Shareholder Agreement totaled $36,000 and represents a 1.01% interest based on voting rights. For the year ended December 31, 2020, the Company obtained a Letter of Credit as Security Collateral. This was replaced by a $643,439 security collateral deposit in late 2021,with subsequent periodic adjustments. The collateral deposit is expected to be repaid over time as the Company’s risk changes. The total investment in Boulder at December 31, 2025 and 2024 was as follows:

 

     2025      2024  

Original investment

   $ 36,000      $ 36,000  

Security collateral deposit

     1,251,167        1,110,000  
  

 

 

    

 

 

 

Total investment

   $ 1,287,167      $ 1,146,000  
  

 

 

    

 

 

 

 

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Table of Contents

HOPE CONCRETE, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT’D.)

DECEMBER 31, 2025 AND 2024

 

NOTE 5 - ACCRUED EXPENSES

Accrued expenses consist of the following as of December 31, 2025 and 2024:

 

     2025      2024  

Accrued insurance payable

   $ 1,541,316      $ 1,218,903  

Accrued wages payable

     188,511        124,300  

Accrued sales tax

     286,892        171,469  

401(k) accrual

     12,024        3,302  

Deposits

     6,731        56,888  

Accrued interest

     214,284        129,435  
  

 

 

    

 

 

 

Total accrued expenses

   $ 2,249,758      $ 1,704,437  
  

 

 

    

 

 

 

NOTE 6 - NOTES PAYABLE

Senior Debt

The Company entered into a $22,500,000 credit facility on November 21, 2018. Under the credit facility, the Company entered into a $20,000,000 term loan (Senior Note Payable) and had $2,500,000 available for additional borrowing under delayed draw term loans (DDTL). The credit facility was amended and restated on August 10, 2023 at which time all previous balances were refinanced under the terms. The original balance of the amended credit facility totaled $17,850,825. Debt under the amended credit facility bears interest at SOFR plus an applicable margin of 3.50%-4.00% (depending on leverage ratio) and 3.50%-4.00% as of December 31, 2025 and 2024, respectively). The amended DDTL had an original balance of $3,000,000. ln addition, the agreement continues to allow for a revolving credit note.

The loan is secured by substantially all assets of the Company and requires the Company to maintain certain financial ratios and comply with various restrictive financial covenants. The Company was in compliance with all required covenants as of December 31, 2024.

 

     2025      2024  
The amended Senior Note Payable requires quarterly payments $605,291 until maturity at August 2028. As of December 31, 2024 and 2023, the balance of the Senior Note Payable was $8,474,080 and $11,500,537, respectively. lnterest rate at December 2024 was 8.37%.    $ 6,052,914      $ 8,474,080  
The Company has borrowed funds under the DDTLS, which require quarterly payments equal to 5.45% of the aggregate amount of the DDTLS, which have been funded. As of December 31, 2024 and 2023, the balance of the DDTLs was $2,346,000 and $2,500,000, respectively and has an interest rate of 8.19% at December 2024.      1,692,000        2,346,000  

 

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Table of Contents

HOPE CONCRETE, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT’D.)

DECEMBER 31, 2025 AND 2024

NOTE 6 - NOTES PAYABLE (CONT’D.)

 

    2025     2024  
The $2,000,000 revolving credit note is dated April 18, 2022 and was issued under terms of a November 21, 2018 credit agreement above. lt is collateralized by all Company assets and carries an interest rate of SOFR plus which was 8.23%, at December 31, 2024. Interest is due from time-to-time until maturity at August 2028.     2,000,000       2,000,000  
2nd Amendment Term loan in the original amount of $9,000,000 dated December 20, 2024 with maturity date of August 10, 2028 with variable rate that is 8.23%     8,550,000       9,000,000  
3rd Amendment Term loan in the original amount of $2,500,000 dated March 19, 2025 with maturity date of August 10, 2028 with variable rate that is 7.56%     2,437,891       —   
The $2,000,000 revolving credit note is dated April 11, 2025 and was issued under terms of a November 21, 2018 credit agreement above. lt is collateralized by all Company assets and carries an interest rate of SOFR plus which was 7.62%, at December 31, 2025. Interest is due from time-to-time until maturity at August 2028.     2,000,000       —   
 

 

 

   

 

 

 

Total

    22,732,805       21,820,080  

Loan Costs

   
Each loan above incurred loan costs which were capitalized at the time of the loan. The loan cost is amortized on a straight-line basis and charged to interest expense over the life of the loan and totaled $39,242 and $88,344 for the years ended December 31, 2025 and 2024. The unamortized loan costs of $111,850 and $90,195 at December 31, 2025 and 2024 is reflected as a reduction of debt on the respective Balance Sheets.     (111,850 )      (90,195 ) 

Other Debt

   
In September 2025 the Company bought dispatch equipment through the issuance of a note with Navitas Credit Corp. The Loan requires 60 monthly payments of $2,588 until maturity at September 2030 and carries an interest rate of 12.5%.     110,775       —   
In July 2025 the Company bought server equipment through the issuance of a note with Sysco Systems Capital Corp. The Loan requires 36 monthly payments of $1,051 until maturity at July 2028 and carries an interest rate of 0%.     32,585       —   

 

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HOPE CONCRETE, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT’D.)

DECEMBER 31, 2025 AND 2024

NOTE 6 - NOTES PAYABLE (CONT’D.)

 

    2025     2024  

ln February 2024, the Company bought a 2023 Ford Explorer through the issuance of a note with Ford Credit. The Loan requires 36 monthly payments of $1,588 until maturity at February 2027 and carries an interest rate of 0%.

    22,237       41,297  

ln December 2024, the Company bought a 2024 Ford Pickup through the issuance of a note with Ford Credit. The Loan requires 60 monthly payments of $1,088 until maturity at January 2030 and carries an interest rate of 1.9%.

    51,258       62,187  

ln December 2024, the Company bought a 2024 Ford Pickup through the issuance of a note with Ford Credit. The Loan requires 60 monthly payments of $1,047 until maturity at January 2030 and carries an interest rate of 1.9%.

    49,319       59,832  

ln November 2023, the Company bought a Ford-450 through issuance of a note with Ford Credit. The loan requires 36 monthly payments of $1,796 until maturity at October 2026 and carries an interest rate of 2%.

    17,809       37,076  

ln April 2025, the Company assumed a note payable from Cadence Bank as part of the formation of the subsidiary. The note is secured by eight 2020 Mack trucks. It requires monthly payments of $10,750 and has an interest rate of 7.25%. The note matures in February 2028.

    257,923       —   

Between July 2025 and November 2025, the Company financed four Mack trucks with Cadence Bank that were previously under a lease agreement. The three notes carry an interest rate of 6.5% and require monthly payments of between $893 and $1,670. The notes mature between July 2028 and November 2028.

    102,388       —   

As part of the purchase and formation of Lafayette Concrete Division, LLC, a seller note was signed with Acadian Redi-Mix, LLC with an original balance of $3,500,000. The note agreement calls for no interest and three annual payments. Two annual payments of $1,000,000 are due on the first and second anniversary dates and a third payment of $1,500,000 is due on the third anniversary.

    3,500.000       —   
 

 

 

   

 

 

 

Total long-term debt, net of deferred loan costs

    26,765,249       21,930,277  

Less current portion, net of deferred loan costs

    (5,137,575 )      (3,580,206 ) 
 

 

 

   

 

 

 

Long-term portion, net of deferred loan costs

  $ 21,627,674     $ 18,370,071  
 

 

 

   

 

 

 

 

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HOPE CONCRETE, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT’D.)

DECEMBER 31, 2025 AND 2024

NOTE 6 - NOTES PAYABLE (CONT’D.)

 

Future principal payments due on long-term debt as of December 31, 2025 are as follows:

 

Year Ending

December 31,

   Principal
Payment
     Loan Cost
Amortization
     Total  

2026

   $ 5,179,299      ($ 41,724 )     $ 5,137,575  

2027

     5,446,949        (41,724 )       5,405,225  

2028

     16,174,821        (28,402 )       16,146,419  

2029

     51,780        —         51,780  

2030

     24.250        —         24,250  
  

 

 

    

 

 

    

 

 

 

Totals

   $ 26,877,099      ($ 111,850 )     $ 26,765,249  
  

 

 

    

 

 

    

 

 

 

NOTE 7 - INCOME TAXES

The Company files income tax returns in the U.S. Federal Jurisdiction and three states. Since the Company was formed in 2018, all income tax years are open for examination but management does not anticipate any changes to previously-filed returns which have been timely filed and for which all taxes have been paid. The Company filed its first consolidated return for the year ended December 31, 2025.

The Company recognizes deferred tax assets and liabilities for future tax consequences of events that have been previously recognized in the Company’s financial statements or tax returns. The measurement of deferred tax assets and liabilities is based on provisions of the enacted tax law, the effects of future tax laws or rates are not anticipated. Measurement is computed using applicable current rates.

The deferred income tax liability consisted of the following at December 31, 2025 and 2024:

 

     2025      2024  

Allowance for doubtful accounts

   $ 53,177      $ 67,877  

Disallowed business interest

     964,132        955,003  

Property and equipment depreciation timing differences

     (3,029,668 )       (2,695,286 ) 

Goodwill amortization timing differences

     (2,254,325 )       (1 828,546 ) 

Net operating losses

     ( 330,298 )       —   
  

 

 

    

 

 

 
     (4,596,982 )       (3,500,952 ) 

Valuation allowance

     —         —   
  

 

 

    

 

 

 

Net deferred tax liability

   ($ 4,596,982 )     ($ 3,500,952 ) 
  

 

 

    

 

 

 

 

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HOPE CONCRETE, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT’D.)

DECEMBER 31, 2025 AND 2024

NOTE 7 - INCOME TAXES (CONT’D.)

 

Income tax expense consists of the following components:

 

     2025      2024  

Current federal and state income tax expense

   $ 120,092      $ 481,134  
  

 

 

    

 

 

 

Deferred income tax expense (benefit) derived from:

     

Allowance account

     9,877        (9,214 ) 

Business interest

     (9,129 )       (234,065 ) 

Depreciation

     334,382        182,061  

Amortization

     425,771        394,233  

Net operating loss utilization

     330,298        357,836  

Change in allowance

     —         —   
  

 

 

    

 

 

 

Total deferred income tax expense

     1,091,199        690,851  
  

 

 

    

 

 

 

Total income tax expense

   $ 1,211,291      $ 1,171,985  
  

 

 

    

 

 

 

An allowance account has been set to zero since full utilization of the temporary timing differences noted above is expected.

For the year ended December 31, 2025 the Company reported a federal taxable loss of $1,572,849 and has no payment due. There were no estimates paid during the year. The Company also had state income tax due of $120,092 related to its margin tax obligation in Texas and no income tax due at December 31, 2025 for Oklahoma or Louisiana. No estimates were made during the year to any state. The current NOL will be utilized either in a carryback or carry forward under existing tax laws.

For the year ended December 31, 2024 the Company reported a federal taxable income of $1,505,881 after utilization of $1,721,657 of net operating loss (NOL) and has a payment due of $331,736 which includes a penalty of $15,501. There were no estimates paid during the year. The Company has utilized its full NOL available to carry forward for the year ended December 31, 2024. The Company also had state income tax due of $164,891 related to its margin tax obligation in Texas. No estimates were made during the year.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

For the year ended December 31, 2025, the Company will file a consolidated federal income tax return with its wholly owned subsidiary. However, the Company’s tax information above is for the Company only and does not include impact of filing a consolidated federal income tax return.

Litigation

The Company is subject to legal proceedings and claims arising in the ordinary course of its business. The Company estimates where such liabilities are probable to occur and whether reasonable estimates can be made and accrues liabilities when both conditions are met. Although the ultimate outcome of these matters, if and when they arise, cannot be accurately predicted due to the inherent uncertainty of litigation, in the opinion of management, based upon current information, the Company has one pending litigation claims against them at December 31, 2025.

 

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HOPE CONCRETE, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT’D.)

DECEMBER 31, 2025 AND 2024

NOTE 8 - COMMITMENTS AND CONTINGENCIES (CONT’D.)

 

Purchase Commitments

As part of the lease and supply agreement for the Celina, Texas plant, effective October 31, 2024, the Company agreed to purchase all fine and coarse aggregates, and additional cement materials for the Celina, Rhome and Commerce, Texas plants at agreed-upon prices for the following years and tonnage:

 

Year

  

Tonnage

 

2026

     25,000  

2027

     30,000  

2028

     35,000  

2029

     35,000  

Facility Lease

The Company entered into a commercial lease agreement on January 4, 2025 for one of its sites. The lease requires monthly payments of $3,000, matures on January 4, 2029, and qualifies as an operating lease. The Company incurred $36,000 of lease expense for the year ended December 31, 2025. The remaining lease commitments are as follows:

 

Year

  

Amount

 

2026

     36,000  

2027

     36,000  

2028

     36,000  

2029

     36,000  

NOTE 9 - RELATED PARTY TRANSACTIONS

Owners of the Company

The Company is owned by Hope Concrete Intermediate Holdings, LLC (Holdings), which is owned by Hope Concrete Holdings LLC, which is owned by HCH Investment LLC, which is owned by related entities and PNC Capital Finance LLC (PNC).

The Company and the related entity owners of Holdings have a Consulting Services Agreement (Agreement) dated 11/21/18. Both owners of the Holdings will provide various consulting and management services until the Agreement is terminated by either party with a 30-day written notice. The quarterly fees under the Agreement are $150,000 to the related owners. During the

years ended December 31, 2025 and 2024, the Company paid $600,000 and $600,000 to the related owners and $150,000 and $150,000 was payable at December 31, 2025 and 2024. The expenses are reported as general and administrative expenses in the Statement of Income and Changes in Member’s Equity.

Additionally, the Company had a Subordinated Debt to PNC at December 31, 2023, which was paid in full during the year ended December 31, 2024. During the year ended December 31, 2024, the Company paid interest of $1,176,562 and interest of $133,252 was incurred and added to the note balance.

 

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HOPE CONCRETE, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT’D.)

DECEMBER 31, 2025 AND 2024

NOTE 9 - RELATED PARTY TRANSACTIONS (CONT’D.)

 

Key Members of Management

Furthermore, the Company conducts business with a vendor which is owned by an immediate family member of two key members of the Company’s management. During the year ended December 31, 2025 and 2024, the Company had purchases (including material purchases, equipment rental, repairs and maintenance reimbursements, and asset purchase reimbursements) of $147,790 and $1,276,385, respectively, and owed the vendor $0 and $0 at December 31, 2025 and 2024, respectively.

CAMC

The Company entered into a Management Services Agreement (Agreement) with a concrete and aggregate materials company and its group members (CAMC) effective October 31, 2023. The Agreement provides that the Company will provide management, operational and administrative services for CAMC. The Agreement is effective through an option exercise agreement in which the Company can purchase CAMC. The Agreement calls for a management fee to be paid from CAMC to the Company of $20,000 per month paid at the end of each fiscal quarter. Additionally, the agreement requires the Company to advance working capital to CAMC which is payable on demand at the discretion of the Company, along with the Company leasing equipment to CAMC during the duration of the Agreement as approved by the Company. Management fees of $240,000 and $240,000 were incurred during the years ended December 31, 2025 and 2024, respectively. The Company also acquired notes receivable from CAMC from the owners of CAMC that are non-interest-bearing and do not have stated maturity dates. An additional note receivable to CAMC was issued on February 13, 2025 for $410,000. The demand note bears interest at 12% and is due the earlier of February 13, 2026 or the date the Company acquires CAMC. At the maturity date, the note was not repaid and is due on demand. Furthermore, the Company paid some vendor invoices on behalf of CAMC during the year ended December 31, 2025, and added to the unpaid management fees and equipment rentals during the years ended December 31, 2024 and 2025, and are payable at December 31, 2025 and 2024.

On September 11, 2023, the Company entered into an equipment lease agreement with CAMC to lease six mixer trucks for sixty months. On December 27, 2024, the Company entered into another equipment lease agreement for twelve trucks for sixty months. Both leases are operating leases in which title does not transfer to CAMC at any time and is noncancellable by CAMC. For the years ended December 31, 2025 and 2024, the Company earned $381,431 and $234,619, respectively, for the rental income pursuant to the equipment lease agreements.

During 2025, the Company assigned a purchase order to CAMC. CAMC handled all aspects of the project using the Company’s equipment and personnel and earned gross revenues of $3,280,816 for the project. When the project was completed in late 2025, the net profit of $1,855,894 was returned to the Company through the non-interest-bearing working capital advance to CAMC and recorded in net sales in 2025.

During the year ended December 31, 2025, the Company paid for materials on behalf of CAMC totaling $2,749,103 which were added to the non-interest-bearing working capital advance to CAMC and the Company reimbursed CAMC $988,211 for services and costs paid by CAMC on behalf of the Company which were applied to the non-interest-bearing working capital advance to CAMC. During the year ended December 31, 2024, the Company purchased $1,025,000 of machinery and equipment from CAMC.

At December 31, 2025 and 2024, the Company had a total of $6,774,862 and $1,759,321, respectively, due from CAMC. The majority of that amount is from invoices paid by Company of $1,481 ,792; net profit from assigned project of $1,855,894; shareholder notes purchased and notes receivable of

 

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HOPE CONCRETE, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT’D.)

DECEMBER 31, 2025 AND 2024

NOTE 9 - RELATED PARTY TRANSACTIONS (CONT’D.)

 

$892,578; accrued management and legal fees of $718,871; and accrued equipment rent and working capital advances of $1,266,058.

CAMC also provided the subsidiary with personal services, insurance coverage, and at times paid invoices on their behalf. During the year ended December 31, 2025, total payroll, insurance, and invoice reimbursements totaled $1,483,468. Repayments totaled $1,588,634, leaving an overpayment of $105,166 and is recorded as a related party receivable at December 31, 2025.

WSC

The Company entered into a real estate agreement and a subsequent leaseback agreement with a related party (WSC) on June 18, 2025. WSC is ultimately owned equally by two of the Company officers and key employees and a Company officer who is also a partial owner of the Company. The real estate agreement was to sell the Company’s land and buildings for $4,024,000, which was determined by third-party independent appraisals. On the same day, the Company leased the facilities back from WSC. The lease agreement calls for monthly rent of $40,000 per month for the first year and increases of 2.50% each year thereafter. The original lease term is through December 30, 2030, and may be renewed for three additional five-year terms. At this time, the Company believes that it will exercise all the renewal options. The lease has been recorded under the guidelines of ASU 842; therefore, a liability has been recorded for the balance using an incremental borrowing rate of 9%. The original lease liability was computed at $5,288,384 and the balance of the lease liability at December 31, 2025 is $5,285,257. A total of $240,000 was paid during the year ended December 31, 2025 of which $2,061 was principal and $237,939 was interest.

NOTE 10 - SUBSEQUENT EVENTS

In accordance with ASC 855, “Subsequent Events”, the Company has evaluated events or transactions occurring after December 31, 2025, the balance sheet date, through April 30, 2026, the date the financial statements were available to be issued, and determined that there were no events that requires disclosure.

NOTE 11 - CHANGE IN ACOUNTING PRINCIPLE

Previously, the Company adopted ASU 2014-02, an amendment to ASC 350. In accordance with ASU 2014-02, the Company amortized goodwill on a straight-line basis over a 10-year useful life as a private company. However, the Company is being acquired by a public company as is required to follow the accounting principles related to public company accounting principles that do not permit the amortization of goodwill. Therefore, the previously reported amortization of $12,666,771 was reinstated, net of applicable income taxes of $2,660,792, as of January 1, 2024. The net adjustment of $10,005,979 is reported as a change in accounting principle and increased the member’s equity at January 1, 2024.

 

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LOGO      

Fort Worth Office

640 Taylor Street

Suite 2200

Fort Worth, Texas 76102 817.259.9100 Main

 

whitleypenn.com

REPORT OF INDEPENDENT AUDITORS

To the Partners of

Nelson Bros. Ready Mix, LTD

Opinion

We have audited the accompanying financial statements of Nelson Bros. Ready Mix, LTD (the “Company”), which comprise the balance sheets as of December 31, 2025 and 2024, and the related statements of operations and changes in partners’ capital, and cash flows for the years then ended, and the related notes to the financial statements.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (“GAAS”). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company, and to meet our ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with GAAP and the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial statements are issued.

 

LOGO

 

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Auditor’s Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

 

  •  

Exercise professional judgment and maintain professional skepticism throughout the audit.

 

  •  

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

 

  •  

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

 

  •  

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

 

  •  

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control–related matters that we identified during the audits.

 

LOGO

Fort Worth, Texas

April 28, 2026

 

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NELSON BROS. READY MIX, LTD

BALANCE SHEETS

 

     December 31,  
     2025      2024  

Assets

     

Current assets:

     

Cash, cash equivalents, and restricted cash

   $ 4,296,684      $ 2,121,513  

Accounts receivable - trade, less allowance for credit losses of $116,673 in 2025 and $342,882 in 2024

     4,504,836        8,480,284  

Accounts receivable - related parties

     18,270,343        14,286,015  

Other receivables

     6,133        4,637,228  

Inventories

     2,313,677        2,150,213  

Prepaid expenses and other current assets

     1,940,503        355,931  
  

 

 

    

 

 

 

Total current assets

     31,332,176        32,031,184  

Right-of-use asset - operating leases, net

     138,273        846,299  

Property and equipment, net

     29,340,321        33,273,354  
  

 

 

    

 

 

 

Total assets

   $ 60,810,770      $ 66,150,837  
  

 

 

    

 

 

 

Liabilities and Partners’ Capital

     

Current liabilities:

     

Accounts payable - trade

   $ 8,466,047      $ 16,093,756  

Accounts payable - related parties

     2,407,421        6,396,575  

Accrued liabilities

     2,172,920        1,815,842  

Other current liabilities

     1,839,323        1,839,323  

Lines of credit

     5,221,919        10,945,626  

Current portion of operating lease liabilities

     83,088        727,172  

Current portion of notes payable

     1,947,638        5,102,925  

Notes payable - related parties

     —         4,527,345  
  

 

 

    

 

 

 

Total current liabilities

     22,138,356        47,448,564  

Operating lease liabilities, net of current portion

     86,035        169,298  

Notes payable, net of current portion and deferred borrowing costs

     21,747,753        4,418,925  
  

 

 

    

 

 

 

Total liabilities

     43,972,144        52,036,787  

Commitments and contingencies

     

Partners’ capital

     16,838,626        14,114,050  
  

 

 

    

 

 

 

Total liabilities and partners’ capital

   $ 60,810,770      $ 66,150,837  
  

 

 

    

 

 

 

See accompanying notes to financial statements.

 

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NELSON BROS. READY MIX, LTD

STATEMENTS OF OPERATIONS AND

CHANGES IN PARTNERS’ CAPITAL

 

     Years Ended December 31,  
     2025     2024  

Sales

   $ 102,535,757     $ 143,855,569  

Cost of sales

     94,191,863       131,502,506  
  

 

 

   

 

 

 

Gross profit from operations

     8,343,894       12,353,063  

General and administrative expenses

     8,107,907       11,171,533  
  

 

 

   

 

 

 

Income from operations

     235,987       1,181,530  

Other income (expense):

    

Other income (expense)

     (51,837 )      343,041  

Loss on sales of property and equipment

     —        (30,614 ) 

Interest expense

     (1,751,167 )      (1,891,743 ) 
  

 

 

   

 

 

 

Total other expense

     (1,803,004 )      (1,579,316 ) 
  

 

 

   

 

 

 

Loss before state income tax

     (1,567,017 )      (397,786 ) 

Provision for state income tax

     409,549       579,378  
  

 

 

   

 

 

 

Net loss

     (1,976,566 )      (977,164 ) 

Partners’ capital at beginning of year

     14,114,050       19,097,984  

Contributions from partners

     4,810,220       —   

Distributions to partners

     (109,078 )      (4,006,770 ) 
  

 

 

   

 

 

 

Partners’ capital at end of year

   $ 16,838,626     $ 14,114,050  
  

 

 

   

 

 

 

See accompanying notes to financial statements.

 

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NELSON BROS. READY MIX, LTD

STATEMENTS OF CASH FLOWS

 

     Years Ended December 31,  
     2025     2024  

Cash Flows from Operating Activities:

    

Net loss

   $ (1,976,566 )    $ (977,164 ) 

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

    

Depreciation and amortization

     4,041,394       3,987,271  

Amortization of right-of-use asset

     708,026       686,726  

Loss on sales of property and equipment

     —        30,614  

Provision for (recovery of) credit losses

     (226,209 )      315,360  

Non-cash lease expense

     16,365       87,165  

Changes in operating assets and liabilities:

    

Accounts receivable - trade

     4,201,657       6,739,076  

Accounts receivable - related parties

     (3,984,328 )      (2,288,213 ) 

Other receivables

     4,631,095       (1,794,115 ) 

Inventories

     (163,464 )      (348,973 ) 

Prepaid expenses and other current assets

     (1,584,572 )      414,289  

Accounts payable - trade

     (7,627,709 )      711,941  

Accounts payable - related parties

     (3,989,154 )      (1,041,339 ) 

Accrued liabilities and other current liabilities

     357,078       158,171  

Operating lease liabilities

     (743,712 )      (723,720 ) 
  

 

 

   

 

 

 

Net cash provided by (used in) operating activities

     (6,340,099 )      5,957,089  

Cash Flows from Investing Activities:

    

Acquisitions of property and equipment

     —        (1,456,340 ) 

Proceeds on sales of property and equipment

     —        66,066  
  

 

 

   

 

 

 

Net cash used in investing activities

     —        (1,390,274 ) 

Cash Flows from Financing Activities:

    

Distributions to partners

     (109,078 )      (4,006,770 ) 

Contributions from partners

     4,810,220       —   

Proceeds from line of credit

     25,377,697       3,800,000  

Payments on line of credit

     (31,101,404 )      (1,111,285 ) 

Proceeds from notes payable

     25,000,000       —   

Payments on notes payable

     (9,710,083 )      (5,673,917 ) 

Payment of deferred borrowing costs

     (1,224,737 )      —   

Proceeds from notes payable - related parties

     —        3,000,000  

Payments on notes payable - related parties

     (4,527,345 )      (288,429 ) 
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     8,515,270       (4,280,401 ) 
  

 

 

   

 

 

 

Net increase in cash, cash equivalents, and restricted cash

     2,175,171       286,414  

Cash, cash equivalents, and restricted cash at beginning of year

     2,121,513       1,835,099  
  

 

 

   

 

 

 

Cash, cash equivalents, and restricted cash at end of year

   $ 4,296,684     $ 2,121,513  
  

 

 

   

 

 

 

See accompanying notes to financial statements.

 

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NELSON BROS. READY MIX, LTD

STATEMENTS OF CASH FLOWS (continued)

 

     Years Ended December 31,  
     2025      2024  

Supplemental Disclosure of Cash Flow Information

     

Cash paid during the year for interest

   $ 1,549,165      $ 1,877,024  
  

 

 

    

 

 

 

Cash paid during the year for state income taxes

   $ 409,549      $ 579,378  
  

 

 

    

 

 

 

Operating right-of-use asset assumed through lease liabilities

   $ —       $ 1,533,025  
  

 

 

    

 

 

 

See accompanying notes to financial statements.

 

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NELSON BROS. READY MIX, LTD

NOTES TO FINANCIAL STATEMENTS

Years Ended December 31, 2025 and 2024

A. Nature of Business

Nelson Bros. Ready Mix, LTD (the “Company”) is a Texas limited partnership established in 2001. The Company is a concrete contractor specializing in residential and commercial projects in Texas. The Company’s corporate office is located in Lewisville, Texas, and the Company has plants in various locations in North Texas. 

B. Summary of Significant Accounting Policies

A summary of the Company’s significant accounting policies consistently applied in the preparation of the accompanying financial statements follows.

Basis of Accounting

The accounts are maintained and the financial statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts in the financial statements and accompanying notes. Actual results could differ from these estimates and assumptions.

Cash, Cash Equivalents, and Restricted Cash

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. At December 31, 2025 and 2024, the Company had no such investments. The Company maintains deposits primarily in one financial institution, which may at times exceed amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation (“FDIC”). The Company has not experienced any losses related to amounts in excess of FDIC limits.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the accompanying balance sheets that sum to the total of the same such amounts shown in the statements of cash flows as of December 31:

 

     2025      2024  

Cash and cash equivalents

   $ 2,356,198      $ 2,121,513  

Restricted cash

     1,940,486        —   
  

 

 

    

 

 

 

Total cash, cash equivalents, and restricted cash

   $ 4,296,684      $ 2,121,513  
  

 

 

    

 

 

 

Amounts included in restricted cash represent those required to be set aside by a contractual agreement related to the letter of credit with a bank for the Company’s captive insurance policy. Restricted cash represents amounts pledged as collateral equal to 105% of the letter of credit outstanding at year-end. 

 

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NELSON BROS. READY MIX, LTD

NOTES TO FINANCIAL STATEMENTS (continued)

B. Summary of Significant Accounting Policies - continued

 

Accounts Receivable and Allowance for Credit Losses

Accounts receivable - trade are recorded at the invoiced amount and do not typically bear interest. The Company regularly monitors and assesses its risk of not collecting amounts owed by customers. The Company operates primarily in the construction industry, and its accounts receivable are primarily derived from customers servicing that industry. At each balance sheet date, the Company recognizes an expected allowance for credit losses if determined necessary. The Company has elected the practical expedient to assume that current conditions as of the balance sheet date will persist through the reasonable and supportable forecast period for its eligible assets. The Company also considers subsequent collections of accounts receivable balances received after the balance sheet date through the date before the financial statements are available to be issued when determining its allowance estimate. As necessary, the Company will adjust historical data used in the estimation to reflect current conditions. This estimate is calculated on a pooled basis where similar risk characteristics exist. If applicable, accounts receivable are evaluated individually when they do not share similar risk characteristics which could exist in circumstances where amounts are considered at risk or uncollectible.

The allowance estimate is derived from a review of the Company’s historical losses based on the aging of receivables. The Company believes historical loss information is a reasonable starting point in which to calculate the expected allowance for credit losses as the Company’s portfolio segments have remained constant since the Company’s inception.

The Company writes off receivables when there is information that indicates the debtor is facing significant financial difficulty and there is no possibility of recovery. If any recoveries are made from any accounts previously written off, they will be recognized and offset to the provision for credit losses in the year of recovery, in accordance with the Company’s accounting policy election. The total amount of write-offs was immaterial to the financial statements as a whole for the years ended December 31, 2025 and 2024.

The opening balance of accounts receivable – trade, net as of January 1, 2024, was approximately $15,535,000. 

Inventories

Inventories are carried at the lower of cost or net realizable value using the average cost method and consist of raw materials and shop supplies used in the production of concrete.

Property and Equipment

Property and equipment are stated at cost. Maintenance, repairs, and renewals are expensed, and additions and improvements are capitalized. Depreciation is computed using the straight-line method. The cost of assets sold or abandoned and the related accumulated depreciation are eliminated from the accounts, and any gains or losses are charged or credited to the operating results of the respective period. Estimated useful depreciable lives of assets are stated below:

 

Furniture and fixtures

   5 –7 years

Office equipment

   3 years

Machinery and equipment

   3 – 15 years

Vehicles and trailers

   5 years

Building and improvements

   7 – 30 years

 

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NELSON BROS. READY MIX, LTD

NOTES TO FINANCIAL STATEMENTS (continued)

B. Summary of Significant Accounting Policies - continued

 

Long-Lived Assets

The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows that the assets are expected to generate. If long-lived assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair market value and is recorded in the period the determination was made. Based upon management’s assessment, there was no impairment of long-lived assets at December 31, 2025 or 2024.

Leases

The Company has leases for its office space and certain land leases that it leases from entities under common ownership. A lease provides the lessee the right to control the use of an identified asset for a period of time in exchange for consideration. Operating lease right-of-use assets (collectively, “ROU assets”) represent the Company’s right to use an underlying asset for the lease term. Operating lease liabilities (collectively, “lease liabilities”) represent the Company’s obligation to make lease payments arising from the lease. The Company determines if an arrangement is a lease at inception. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company excludes short-term leases having initial terms of 12 months or less from ROU assets and lease liabilities and recognizes rent expense on a straight-line basis over the lease term.

Most operating leases contain renewal options that provide for rent increases based on prevailing market conditions. The Company has lease extension terms that have either been extended or are likely to be extended. The terms used to calculate the ROU assets and lease liabilities for these properties include the renewal options that the Company is reasonably certain to exercise.

The discount rate used to determine the commencement date present value of lease payments is the interest rate implicit in the lease, or when that is not readily determinable, the Company utilizes the applicable risk-free rate in effect at the time of the lease inception. ROU assets include any lease payments required to be made prior to commencement and exclude lease incentives. Both ROU assets and lease liabilities exclude variable payments not based on an index or rate, which are treated as period costs. The Company’s lease agreements do not contain significant residual value guarantees, restrictions, or covenants.

The Company’s office lease agreements contain lease and non-lease components, which the Company accounts for as a single lease component. For these leases, there may be variability in future lease payments, as the amount of non-lease component is typically revised from one period to the next. These variable lease payments, which are primarily comprised of common area maintenance, utilities, taxes, and other related fees that are passed on from the lessor in proportion to the leased space, are recognized in operating expenses in the period in which the obligation for those payments was incurred. There are no other variable lease costs for the years ended December 31, 2025 and 2024.

Revenue Recognition

The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 606, Revenue from Contracts with Customers, which provides a five-step model for recognizing revenue from contracts with customers as follows:

 

  •  

Identify the contract with a customer.

 

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NELSON BROS. READY MIX, LTD

NOTES TO FINANCIAL STATEMENTS (continued)

B. Summary of Significant Accounting Policies - continued

Revenue Recognition - continued

 

  •  

Identify the performance obligations in the contract.

 

  •  

Determine the transaction price.

 

  •  

Allocate the transaction price to the performance obligation in the contract.

 

  •  

Recognize revenue when or as performance obligations are satisfied.

The Company recognizes revenues from residential and commercial concrete construction projects, which are recognized at a point in time in which performance obligations are satisfied, which is when materials are transferred to the customer. This occurs when title and ownership are transferred and the customer is obligated to pay. There are generally no variable considerations in the transaction prices. Concrete construction projects are subject to economic conditions and may fluctuate based on changes in the industry, trade policies, and financial markets. 

Advertising

Advertising costs are expensed as incurred. Advertising expense for the years ended December 31, 2025 and 2024, was approximately $296,000 and $465,000, respectively, and is included in general and administrative expenses in the accompanying statements of operations and changes in partners’ capital. 

Taxes Collected from Customers

In the course of doing business, the Company collects taxes from customers, including but not limited to sales taxes. It is the Company’s policy to record these taxes on a net basis in the statement of operations; therefore, the Company does not include the taxes collected as a component of revenues. During 2023, the Company overpaid sales tax, which was in the process of being refunded at year-end. As a result of the overpayment, the Company was due approximately $3,615,000 as of December 31, 2024, which is reflected as other receivables in the accompanying balance sheet. We note no such amounts were due to the Company at December 31, 2025.

Income Taxes

The Company is taxed as a partnership for federal income tax purposes. As a result, income or losses are taxable or deductible to the partners rather than at the Company level; accordingly, no provision has been made for federal income taxes in the accompanying financial statements. In certain instances, the Company is subject to state taxes on income arising in or derived from the state tax jurisdictions in which it operates.

State income tax positions are evaluated in a two-step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more likely than not threshold, it is then measured to determine the amount of expense to record in the financial statements. The tax expense recorded would equal the largest amount of expense related to the outcome that is 50% or greater likely to occur. The Company classifies any potential accrued interest recognized on an underpayment of income taxes as interest expense and classifies any statutory penalties recognized on a tax position taken as an operating expense. Management of the Company has not taken a tax position that, if challenged, would be expected to have a material effect on the financial statements as of or for the years ended December 31, 2025 and 2024.

 

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NELSON BROS. READY MIX, LTD

NOTES TO FINANCIAL STATEMENTS (continued)

B. Summary of Significant Accounting Policies - continued

Income Taxes - continued

 

Under the centralized partnership audit rules, the Internal Revenue Service (“IRS”) assesses and collects underpayments of tax from the partnership instead of from each partner. The partnership may be able to pass the adjustments through to its partners by making a push-out election or, if eligible, by electing out of the centralized partnership audit rules.

The collection of tax from the partnership is only an administrative convenience for the IRS to collect any underpayment of income taxes including interest and penalties. Income taxes on partnership income, regardless of who pays the tax or when the tax is paid, are attributed to the partners. Any payment made by the partnership as a result of an IRS examination will be treated as a distribution from the partnership to the partners in the financial statements.

The Company did not incur any penalties or interest related to its state tax returns during the years ended December 31, 2025 and 2024.

Insurance Plan

During the year ended December 31, 2024, the Company became a participant in a member-owned captive insurance plan (the “Insurance Plan”). The Insurance Plan provides insurance associated with workers’ compensation, commercial general, and commercial automobile liabilities. Under the terms of the Insurance Plan, the Company is insured up to $1,000,000 per claimant with a commercial general liability aggregate coverage of $2,000,000 covered by the Insurance Plan’s captive pool. The Company also purchased a fully insured umbrella and second layer excess policy for an additional $3,000,000 of coverage above what is provided by the Insurance Plan.

To participate in the Insurance Plan, the Company provided a letter of credit in the amount of $1,848,082 and an additional $568,188 deposit with the insurance company for potential losses and payment of insured claims that exceeded the insurance premiums paid into the Insurance Plan. Due to insurance claims for possible incidents that occur during the Insurance Plan year but are filed later, it takes the Insurance Plan a few years to close its books on any given plan year. Once the plan year is closed, the Insurance Plan will require additional payments or will issue refunds to individual members based upon their claim’s history for that plan year. Premium payments of approximately $3,533,000 and $3,232,000 were made during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, the Company expects a refund for some of the premium paid once the corresponding plan year is fully closed and does not anticipate any liability for excess claims. Any receivable amount is not currently estimatable.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on previously reported results of operations.

Recently Adopted Accounting Standards

On January 1, 2025, the Company adopted FASB Accounting Standards Update 2025-05: Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for the Company to assume that current conditions as of the balance sheet date will persist through the

 

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NELSON BROS. READY MIX, LTD

NOTES TO FINANCIAL STATEMENTS (continued)

B. Summary of Significant Accounting Policies - continued

Recently Adopted Accounting Standards - continued

 

reasonable and supportable forecast period for eligible assets as well as provide a policy election to consider subsequent collections of balances received after the balance sheet date through a date selected by the Company. The Company applied the standard on a prospective basis to its eligible assets of accounts receivable - trade. There was no material impact on the Company’s results of operations or financial condition upon adoption of the new standard.

C. Allowance for Credit Losses

The allowance for credit losses for accounts receivable and the related activity as of December 31:

 

     2025      2024  

Beginning balance

   $ 342,882      $ 60,000  

Provision for credit losses

     —         315,360  

Recovery of credit losses

     (226,209 )       —   

Write-offs

     —         (32,478 ) 
  

 

 

    

 

 

 

Ending balance

   $ 116,673      $ 342,882  
  

 

 

    

 

 

 

D. Property and Equipment

Property and equipment are comprised of the following at December 31:

 

     2025      2024  

Furniture and fixtures

   $ 46,561      $ 46,561  

Office equipment

     274,162        274,287  

Machinery and equipment

     6,568,417        6,292,427  

Vehicles and trailers

     32,843,309        32,761,221  

Building and improvements

     20,900,234        21,258,783  

Construction in progress

     854,506        853,822  
  

 

 

    

 

 

 

Total property and equipment

     61,487,189        61,487,101  

Less accumulated depreciation

     (32,146,868 )       (28,213,747 ) 
  

 

 

    

 

 

 

Property and equipment, net

   $ 29,340,321      $ 33,273,354  
  

 

 

    

 

 

 

Depreciation expense for the years ended December 31, 2025 and 2024, was approximately $3,933,000 and $3,981,000, respectively, and is included within general and administrative expenses on the accompanying statements of operations and changes in partners’ capital.

E. Inventories

Inventories consist of the following as of December 31:

 

     2025      2024  

Raw materials

   $ 1,510,422      $ 1,125,257  

Admixture

     439,514        424,763  

Shop supplies

     363,741        600,193  
  

 

 

    

 

 

 

Total inventories

   $ 2,313,677      $ 2,150,213  
  

 

 

    

 

 

 

 

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NELSON BROS. READY MIX, LTD

NOTES TO FINANCIAL STATEMENTS (continued)

B. Summary of Significant Accounting Policies - continued

 

F. Lines of Credit

During the year ended December 31, 2024, the Company entered into a line of credit with a maximum credit facility of $14,000,000. The line of credit bore interest at the lesser of the Secured Overnight Financing Rate (“SOFR”) plus 2.50% and the maximum rate as defined in the credit agreement (7.85% at December 31, 2024). At December 31, 2024, the outstanding balance under this facility was approximately $10,946,000.

The line of credit matured in October 2025 and was repaid in full, in conjunction with the new revolving credit facility described below. The letter of credit (see Note B) serving as collateral for the Insurance Plan was issued in conjunction with the line of credit. Because the line matured, the Company is required to provide cash collateral equal to 105% of the face amount of outstanding letters of credit. Accordingly, the Company pledged approximately $1,940,000 of cash, which is held in a segregated, restricted account and serves as continuing collateral for the Company’s reimbursement and other obligations related to the letters of credit. These funds are restricted from use until the letters of credit expire or are otherwise terminated and all related obligations have been satisfied.

On October 27, 2025, the Company, along with other related parties (collectively, the “Borrowers”), entered into a Master Credit and Security Agreement (the “Credit Agreement”) with Pathward, National Association (the “Lender”). The Credit Agreement provides for a revolving line of credit (the “Revolving Loan”) with a maximum borrowing capacity of $15,000,000. Borrowings under the Revolving Loan may be drawn, repaid, and reborrowed from time to time, subject to the terms of the Credit Agreement and the availability limitations discussed below.

Availability under the Revolving Loan is limited to the lesser of (i) $15,000,000 or (ii) a borrowing base equal to 85% of eligible accounts receivable, less reserves established by the Lender in its discretion. The Lender may adjust advance rates, establish reserves, or otherwise restrict borrowing availability in accordance with the Credit Agreement.

The Revolving Loan is demand based and is due and payable upon demand by the Lender. Absent a continuing event of default, the Borrowers generally have up to 150 days following such demand to repay all outstanding obligations. As a result, borrowings under the Revolving Loan are classified as a current liability in the accompanying balance sheets. In addition, the Credit Agreement requires mandatory prepayments from the net proceeds of certain asset sales, incurrence of additional indebtedness, or equity issuances, subject to specified thresholds.

Borrowings under the Revolving Loan bear interest at a variable rate equal to the Wall Street Journal Prime Rate plus 1.50%, subject to a minimum interest rate of 7.00% per annum (8.25% at December 31, 2025). Interest is calculated on the basis of a 360-day year and actual days elapsed and is payable monthly in arrears on the first day of each month. Upon the occurrence of an event of default, outstanding amounts bear interest at a default rate equal to the applicable interest rate plus 4.00%.

The Company may voluntarily terminate the Revolving Loan and prepay outstanding borrowings, subject to a prepayment fee based on the remaining commitment and the timing of termination, which generally declines over the first two years of the facility and may be waived under certain conditions. The Revolving Loan is secured by a first-priority security interest (subject to permitted liens and an intercreditor arrangement with Ansley Park Capital, LLC—see Note G) in substantially all personal property of the Borrowers, including accounts receivable, inventory, equipment, deposit accounts, and general intangibles. Collections on accounts receivable are required to be remitted to a lender-controlled lockbox account.

 

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NELSON BROS. READY MIX, LTD

NOTES TO FINANCIAL STATEMENTS (continued)

B. Summary of Significant Accounting Policies - continued

F. Lines of Credit - continued

 

The obligations under the Credit Agreement are joint and several among the Borrowers and are guaranteed by certain affiliated entities and individuals pursuant to separate guaranty agreements. The Credit Agreement contains customary affirmative and negative covenants, including requirements related to financial reporting, maintenance of insurance, and restrictions on additional indebtedness, liens, asset dispositions, distributions, and affiliate transactions. The Company was in compliance with these covenants at December 31, 2025. The outstanding balance under the Revolving Loan was $5,221,919 at December 31, 2025.

G. Notes Payable

The Company previously financed various items of property and equipment through notes payable with third parties. These notes were generally secured by the related assets, bore interest at rates ranging from 3.00% to 11.00%, and matured on various dates from January 2025 through November 2032. The notes required monthly principal and interest payments and were paid in full during 2025 in conjunction with the new credit facilities described below.

On October 27, 2025, the Company, along with various related parties, entered into a fixed-rate promissory note (the “Note”) with Ansley Park Capital, LLC (the “New Lender”) pursuant to a Master Loan and Security Agreement. The Note provides for borrowings of up to $25,000,000 and bears interest at a fixed rate of 11.39% per annum, calculated on the basis of a 360-day year and actual days elapsed.

The Note requires interest-only payments from the execution date through November 1, 2025. Beginning December 1, 2025, the Note requires 84 consecutive monthly installments of principal and interest of $396,386, payable in arrears on the first day of each month. In addition, a balloon principal payment of $5,000,000 is due at maturity. The Note matures on November 1, 2032.

The Company may prepay all, but not less than all, of the outstanding loan balance on a payment date after the first anniversary of the Note, subject to providing 10 days’ prior written notice and payment of any applicable prepayment fee. The prepayment fee equals the principal amount prepaid multiplied by a percentage that steps down over time: 5% (after year 1 through year 2), 4% (after year 2 through year 3), 3% (after year 3 through year 4), 2% (after year 4 through year 5), 1% (after year 5 through year 6), and 0.5% thereafter.

The Note is secured by substantially all assets and equity interests of the Company and certain related parties. Upon the occurrence of an event of default, the New Lender may declare all outstanding principal and accrued interest immediately due and payable. Amounts not received within five days of the due date are subject to late charges in accordance with the agreement.

The Company incurred deferred borrowing costs related to the notes payable of approximately $1,254,000. The Company amortized approximately $108,000 of these deferred borrowing costs during 2025, and the remaining unamortized portion of the deferred borrowing costs is approximately $1,146,000 as of December 31, 2025. 

At December 31, 2025, the aggregate maturities of notes payable are as follows:

 

2026

   $ 1,947,638  

2027

     2,234,059  

2028

     2,499,177  

2029

     2,810,540  

2030

     3,152,848  

 

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NELSON BROS. READY MIX, LTD

NOTES TO FINANCIAL STATEMENTS (continued)

B. Summary of Significant Accounting Policies - continued

G. Notes Payable - continued

 

Thereafter

     12,196,644  
  

 

 

 

Total future maturities

     24,840,906  

Less: current portion

     (1,947,638 ) 

Less: deferred borrowing costs

     (1,145,515 ) 
  

 

 

 

Total notes payable, net of current portion

   $ 21,747,753  
  

 

 

 

H. Leases

The components of lease expense are as follows during the years ended December 31:

 

     2025      2024  

Operating lease cost

   $ 728,474      $ 728,471  

Short-term lease cost

   $ 41,916      $ 175,534  

Weighted average lease term and discount rate are as follows as of December 31:

 

     2025     2024  

Weighted average remaining lease term (years)

    

Operating leases

     2.06       1.57  

Weighted average discount rate

    

Operating leases

     1.67 %      3.64 % 

Maturities of operating lease liabilities as of December 31, 2025, are as follows:

 

2026

   $ 85,248  

2027

     86,784  
  

 

 

 

Total lease payments

     172,032  

Less present value discount

     (2,909 ) 
  

 

 

 

Lease liabilities

   $ 169,123  
  

 

 

 

Cash paid during the years ended December 31, 2025 and 2024, for operating leases was approximately $744,000 and $724,000, respectively, and is included in general and administrative expenses in the accompanying statements of operations and changes in partners’ capital.

I. Retirement Plan

Substantially all of the Company’s full-time employees are covered by a qualified 401(k) plan (the “Plan”). The Plan allows participants to elect to defer up to 100% of their compensation, as defined by the Plan and subject to limitations on annual additions and other limitations imposed by the Internal Revenue Code. The Company may make discretionary matching contributions to the Plan as determined annually by its Board of Directors, which was 50 cents for every one dollar contributed by each participant, up to a maximum of three percent of the participant’s eligible compensation for 2025 and 2024. The Company’s discretionary matching contributions to the Plan for the years ended December 31, 2025 and 2024, were approximately $115,000 and $197,000, respectively. In addition, the Company may make an additional profit-sharing contribution to participants. No additional profit-sharing contributions were made for the year ended December 31, 2025 or 2024.

 

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NELSON BROS. READY MIX, LTD

NOTES TO FINANCIAL STATEMENTS (continued)

B. Summary of Significant Accounting Policies - continued

 

J. Commitments and Contingencies

Concentrations of Credit

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and accounts receivable. The Company places cash with high credit quality financial institutions, and the Company provides credit in the normal course of business to customers on whom it performs ongoing credit evaluations and maintains allowances for potential credit losses.

Major Customers

The Company had one customer which accounted for approximately 16% of accounts receivable – trade at December 31, 2025. At December 31, 2024, the Company did not have any customers that accounted for more than 10% of accounts receivable—trade. For the years ended December 31, 2025 and 2024, there was one customer which accounted for approximately 14% and 15%, respectively, of total revenue. The loss of these customers could have an adverse impact on the Company. 

Legal

The Company is involved in various lawsuits and claims arising in the normal course of business. In management’s opinion, the ultimate outcome of these items will not have a material adverse effect on the financial position or results of operations of the Company.

K. Related-Party Transactions

The Company has various related party accounts receivable and payable balances at year-end with several related-party entities. These balances arrive from services provided between entities or cash management practices. These are included in individual line items in the accompanying balance sheets. 

During 2025 and 2024, the Company purchased approximately $15,256,000 and $21,912,000, respectively, in hauling services from a related party, which are included in cost of sales in the accompanying statements of operations and changes in partners’ capital. 

During 2025 and 2024, the Company had concrete sales of approximately $9,328,000 and $4,027,000, respectively, to another related party. 

The Company has a management fee agreement with a related party. During 2025 and 2024, the Company incurred management fees of $501,000 and $385,000, respectively, which are included in general and administrative expenses in the accompanying statements of operations and changes in partners’ capital. 

The Company also has various leases with a related party, from which they incurred approximately $728,000 and $728,000 in lease expenses for the years ended December 31, 2025 and 2024, respectively, which are included in general and administrative expenses in the accompanying statements of operations and changes in partners’ capital.

The Company had a note payable to a related party with a maturity date of June 29, 2029. As of December 31, 2024, the note payable had a balance of approximately $1,527,000. The note bore interest at 4.75% and the Company incurred approximately $36,000 and $79,000 of interest expense related to this note during the years ended December 31, 2025 and 2024, respectively. Such balance, which was included in notes payable – related parties, is disclosed as a current liability as of December 31, 2024, in the accompanying balance sheet. The note was paid off in full during the year ended December 31, 2025.

 

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NELSON BROS. READY MIX, LTD

NOTES TO FINANCIAL STATEMENTS (continued)

B. Summary of Significant Accounting Policies - continued

K. Related-Party Transactions - continued

 

During the year ended December 31, 2024, the Company entered into a note payable with a related party with a maturity date of February 2, 2025. As of December 31, 2024, the note payable had a balance of $3,000,000. The note bore interest at the Prime rate plus an applicable margin. Such balance, which was included in notes payable – related parties, was disclosed as a current liability as of December 31, 2024, in the accompanying balance sheet. The note was paid off in full during the year ended December 31, 2025.

L. Employee Retention Credit

The CARES Act provides an employee retention credit (“ERC”), which is a refundable tax credit against certain employment taxes. During the year ended December 31, 2023, the Company received a refund of approximately $2,266,000 related to the ERC. Management has deferred recognition of the gain until it is probable that the amounts received will not be remitted back to the IRS. Accordingly, the amounts received have been recorded in other current liabilities on the accompanying balance sheets as of December 31, 2025 and 2024.

The Company incurred fees related to the ERC of approximately $427,000, which are netted with the amount deferred, resulting in a net deferral of approximately $1,839,000.

M. Subsequent Events

In preparing the financial statements, management has evaluated all subsequent events and transactions for potential recognition or disclosure through April 28, 2026, the date the financial statements were available for issuance.

Subsequent to year-end, the Company entered into a non-binding letter of intent with a third party pursuant to which the third party has expressed interest in acquiring equity interests of the Company and a related entity. The proposed transaction contemplates a purchase price based on a total enterprise value for both entities, is subject to due diligence, negotiation of definitive agreements, regulatory approvals, and other customary closing conditions. The letter of intent also contemplates that a portion of the consideration may be contingent upon future financial performance of the Company. 

The letter of intent is non-binding, and there can be no assurance that a definitive agreement will be executed or that the proposed transaction will be consummated; however, management is working towards a transaction and believes it will take place. Accordingly, no amounts related to this potential transaction have been reflected in the accompanying financial statements.

 

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth all costs and expenses, other than underwriting discounts and commissions, payable by us in connection with the securities being registered. All amounts shown are estimates except for the SEC registration fee.

 

     Amount Paid
or to be Paid
 

SEC Registration Fee

   $ 111,673.91  

Printing

   $ 50,000  

Legal fees and expenses

   $ 150,000  

Accounting fees and expenses

   $ 75,000  

Miscellaneous expenses

   $ 1,000  
  

 

 

 

Total:

   $ 387,673.91  
  

 

 

 

Item 14. Indemnification of Directors and Officers.

Limitation of Liability

Section 102(b)(7) of the DGCL permits a corporation, in its certificate of incorporation, to limit or eliminate, subject to certain statutory limitations, the liability of directors and officers to the corporation or its stockholders for monetary damages for breaches of fiduciary duty, except for liability:

 

  •  

for any breach of a director or officer’s duty of loyalty to the corporation or its stockholders;

 

  •  

for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

 

  •  

of a director in respect of certain unlawful dividend payments or stock redemptions or repurchases;

 

  •  

for any transaction from which a director or officer derives an improper personal benefit; and

 

  •  

of an officer in any action by or in the right of the corporation.

In accordance with Section 102(b)(7) of the DGCL, our Certificate of Incorporation provides that no director or officer shall be personally liable to us or any of our stockholders for monetary damages resulting from breaches of their fiduciary duty as directors or officers, except to the extent such limitation on or exemption from liability is not permitted under the DGCL or any other law of the State of Delaware. The effect of this provision is to eliminate our rights and the rights of our stockholders (through stockholders’ derivative suits on our behalf) to recover monetary damages against a director or officer for breach of the fiduciary duty of care as a director or officer, including breaches resulting from negligent or grossly negligent behavior, except as restricted by Section 102(b)(7) of the DGCL. However, this provision does not limit or eliminate our rights or the rights of any stockholder to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of a director or officer’s duty of care.

If the DGCL or any other law of the State of Delaware is amended to authorize corporate action further eliminating or limiting the liability of directors or officers, then, in accordance with our Certificate of Incorporation, the liability of our directors or officers to us or our stockholders will be eliminated or limited to the fullest extent authorized by the DGCL or any other law of the State of Delaware, as so amended. Any repeal or amendment of provisions of our Certificate of Incorporation limiting or eliminating the liability of directors or officers, whether by our stockholders or by changes in law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in law permits us to further limit or eliminate the liability of directors or officers on a retroactive basis.

 

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Indemnification

Section 145 of the DGCL permits a corporation, under specified circumstances, to indemnify its directors, officers, employees or agents against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by them in connection with any action, suit or proceeding brought by third parties by reason of the fact that they were or are directors, officers, employees or agents of the corporation, if such directors, officers, employees or agents acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reason to believe their conduct was unlawful. In a derivative action, i.e., one by or in the right of the corporation, indemnification may be made only for expenses actually and reasonably incurred by directors, officers, employees or agents in connection with the defense or settlement of an action or suit, and only with respect to a matter as to which they shall have acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made if such person shall have been adjudged liable to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine upon application that the defendant directors, officers, employees or agents are fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.

Our Certificate of Incorporation provides that we will, to the fullest extent authorized or permitted by applicable law, indemnify our current and former directors and officers, as well as those persons who, while serving as our directors or officers, are or were serving as directors, officers, employees or agents of another entity, trust or other enterprise, including service with respect to an employee benefit plan, in connection with any threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, against all expense, liability and loss (including, without limitation, attorney’s fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred or suffered by any such person in connection with any such proceeding. Notwithstanding the foregoing, a person eligible for indemnification pursuant to our Certificate of Incorporation will be indemnified by us in connection with a proceeding initiated by such person only if such proceeding was authorized by our board of directors, except for proceedings to enforce rights to indemnification.

The right to indemnification conferred by our Certificate of Incorporation is a contractual right that includes the right to be paid by us the expenses incurred in defending or otherwise participating in any proceeding referenced above in advance of its final disposition, provided, however, that if the DGCL requires, an advancement of expenses will be made only upon delivery to us of an undertaking, by or on behalf of such officer or director, to repay all amounts so advanced if it is ultimately determined that such person is not entitled to be indemnified for such expenses under our Certificate of Incorporation or otherwise.

The rights to indemnification and advancement of expenses are not deemed to be exclusive of any other rights that any person covered by our Certificate of Incorporation may have or hereafter acquire under law, our Certificate of Incorporation, our Bylaws, an agreement, vote of stockholders or disinterested directors, or otherwise.

Any repeal or amendment of provisions of our Certificate of Incorporation affecting indemnification rights, whether by our stockholders or by changes in law, or the adoption of any other provisions inconsistent therewith, will (to the extent permitted by applicable law) be prospective only, except to the extent that such amendment or change in law permits us to provide broader indemnification rights on a retroactive basis, and will not in any way diminish or adversely affect any right or protection existing at the time of such repeal or amendment or adoption of such inconsistent provision with respect to any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision. Our Certificate of Incorporation also permits us, to the extent and in the manner authorized or permitted by law, to indemnify and to advance expenses to persons other that those specifically covered by our Certificate of Incorporation.

Our Bylaws include provisions relating to advancement of expenses and indemnification rights consistent with those set forth in our Certificate of Incorporation. In addition, our Bylaws provide for a right of an

 

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indemnitee to bring a suit in the event that a claim for indemnification or advancement of expenses is not paid in full by us within a specified period of time. Our Bylaws also permit us to purchase and maintain insurance, at our expense, to protect us and/or any of our directors, officers, employees or agents or any directors, officers, employees or agents of another entity, trust or other enterprise against any expense, liability or loss, whether or not we would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Any repeal or amendment of provisions of our Bylaws affecting indemnification rights, whether by our board of directors, stockholders or by changes in applicable law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in law permits us to provide broader indemnification rights on a retroactive basis, and will not in any way diminish or adversely affect any right or protection existing thereunder with respect to any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.

We have entered into indemnification agreements with each of our current directors and executive officers. These agreements require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We also intend to enter into indemnification agreements with future directors and executive officers.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 15. Recent Sales of Unregistered Securities.

PIPE Subscription Agreements

In connection with the Business Combination, Haymaker and the Company previously entered into subscription agreements with the PIPE Investors for an aggregate commitment amount of approximately $105.5 million in shares of Class A Common Stock and, in certain circumstances, Pre-Funded Warrants to purchase Class A Common Stock. On March 27, 2026, Haymaker and the Company entered into the New Subscription Agreement with an additional PIPE Investor for a commitment amount of $61.6 million, bringing the aggregate total subscription amount of the investment to $167.1 million.

Immediately prior to the Acquisition Merger Effective Time, the Company issued and sold to certain of the PIPE Investors in a private placement an aggregate of 8,691,573 shares of Class A Common Stock and 2,525,094 Pre-Funded Warrants. At the Acquisition Merger Effective Time, the Company issued and sold to certain of the PIPE Investors in a private placement an aggregate of 6,162,009 shares of Class A Common Stock. The securities issued in connection with the PIPE Subscription Agreements were not registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Securities Exchange Agreement

On March 26, 2026, the Company entered into the Exchange Agreement with holders of the Senior Preferred Units, pursuant to which the Company agreed to issue an aggregate of 26,000 shares of Series A Preferred Stock, to such Senior Preferred Unit holders in exchange for their Senior Preferred Units. On April 8, 2026, the Exchange occurred immediately prior to the closing of the Acquisition Merger, and the Company issued 26,000 shares of Series A Preferred Stock to the Senior Preferred Unit holders, following the acceptance by the Secretary of State of the State of Delaware of the Certificate of Designation. The issuance of the Series A Preferred Stock was not registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

 

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Awards to Directors Following the Business Combination

Following the Closing of the Business Combination, on April 8, 2026, Andrew Heyer received an award of 200,000 restricted stock units. Such Heyer RSUs vest one-half on each of the first two anniversaries of the date of grant, subject to continued service as a director on the Board. Such grant was made pursuant to the terms of the Business Combination Agreement.

On April 20, 2026, the Board granted to the non-employee directors of the Company the following Director Grants under the 2026 Plan as compensation for service on the Board:

 

     Shares of Restricted Stock  
Name    Class A
Common Stock
     Class B
Common Stock
 

Ned N. Fleming, III

     —         144,000  

Mark R. Matteson

     —         96,000  

David Rees-Jones

     —         48,000  

Brett Johnston

     —         48,000  

Charles E. Owens

     —         48,000  

Noreen E. Skelly

     —         48,000  

William Holden

     48,000        —   

Andrew Heyer

     48,000        —   

The shares of restricted stock vest (i) two-thirds on the second anniversary of the date of grant and (ii) one-third on the third anniversary of the date of grant, subject to continued service with the Company through the applicable vesting date.

The Director Grants and the Heyer RSUs were issued by the Company in reliance upon the exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and/or Regulation D promulgated thereunder.

Hope Acquisition

On April 28, 2026, the Company completed the Hope Acquisition. In connection with the Hope Acquisition, one of the sellers elected to apply his portion of the consideration, in the amount of $2,545,480.52, to subscribe for and acquire, and the Company issued, 220,007 shares of Class A Common Stock pursuant to the Hope Subscription Agreement, in lieu of receiving such cash payment directly. Also, in connection with the Hope Acquisition, one of the sellers was issued 69,511 Holdco Class B Shares.

The Holdco Rollover Securities issued by Purchaser Holdco are nonvoting, have no dividend or liquidation rights and are exchangeable for an aggregate of 695,110 shares of Class A Common Stock of the Company (the “Suncrete Exchange Securities”) on the terms and subject to the conditions set forth in the Hope Exchange Agreement.

The issuance of the shares of Class A Common Stock and the Holdco Rollover Securities was made, and the issuance of the Suncrete Exchange Securities will be made, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder, as a transaction not involving a public offering.

Southern Louisiana Acquisition

On April 29, 2026, the Company issued an aggregate of 259,291 shares of Class A Common Stock in connection with the acquisition of a ready-mix company in Southern Louisiana. The acquisition agreement provides for an earnout of up to $10 million, which the Company has the option (in its sole discretion) to pay in

 

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cash or satisfy through the Company’s issuance of additional shares of Class A Common Stock, with the number of shares of Class A Common Stock issuable based upon the average closing price per share of the Class A Common Stock on The Nasdaq Global Market for the 30 consecutive trading days preceding the end of the earnout period; provided that in no event will the Company issue shares of Class A Common Stock if the issuance would exceed (a) the aggregate number of shares of Class A Common Stock that the Company may issue in compliance with the rules and regulations of Nasdaq or (b) 9.99% of the issued and outstanding shares of Class A Common Stock. 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 and/or Rule 506 of Regulation D promulgated thereunder, as a transaction not involving a public offering.

Nelson Bros. Acquisition

On May 6, 2026, the Company acquired 100% of the ownership interests of the Nelson Acquired Companies for an aggregate consideration of (i) 1,296,456 shares of Class A Common Stock issued to the Nelson Sellers and (ii) $42.3 million net cash payment at closing. In addition, the Nelson 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 Nelson Acquired Companies, measured as of the end of any full calendar quarter ending during the five-year period following the closing of the Nelson Acquisition, with Hope having the option to satisfy up to 50% of any such earnout payment by issuing the Nelson Earnout Stock Consideration, with the number of shares of Class A Common Stock issuable based upon the average closing price per share of the Class A Common Stock on The Nasdaq Global Market for the 30 consecutive trading days preceding the end of the earnout period; provided that in no event will the Company issue shares of Class A Common Stock if the issuance would exceed (a) the aggregate number of shares of Class A Common Stock that the Company may issue in compliance with the rules and regulations of Nasdaq or (b) 9.99% of the issued and outstanding shares of Class A Common Stock. The issuance of the Nelson Stock Consideration was made, and the issuance of the Nelson 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, and/or Rule 506 of Regulation D promulgated thereunder, as a transaction not involving a public offering.

Item 16. Exhibits and Financial Statement Schedules.

See the Exhibit Index immediately following the signature page hereto, which is incorporated by reference as if fully set forth herein.

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

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(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i), (ii), (iii) above do not apply if the registration statement is on Form S-1 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) that, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(a) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(b) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(c) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of an undersigned registrant; and

(d) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

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EXHIBIT INDEX

Item 16. Exhibits

 

Exhibit
Number

  

Description of Exhibit

  2.1†    Business Combination Agreement (Incorporated by reference to Exhibit 2.1 to Haymaker’s Current Report on Form 8-K/A, filed with the SEC on October 14, 2025).
  2.2†    Equity and Asset Purchase and Contribution Agreement, dated October 17, 2025, by and among SRM, Inc., SRM Leasing, LLC, Schwarz Sand, LLC, certain equity holders of SRM, Inc., SRM Leasing, LLC, Schwarz Sand, LLC, certain other transaction beneficiaries and SRM, Inc., in its capacity as a representative of the selling parties (Incorporated by reference to Exhibit 2.2 to the Company’s Amendment No. 2 to the Form S-4, filed with the SEC on February 4, 2026).
  2.3    First Amendment to Equity Asset Purchase and Contribution Agreement, dated March 27, 2026, by and between Eagle Redi-Mix Concrete, LLC and SRM, Inc. DBA Schwarz Ready Mix, in its capacity as representative of the selling parties (Incorporated by reference to Exhibit 2.3 to the Company’s Current Report on Form 8-K, filed with the SEC on April 14, 2026).
  2.4†    Membership Interest Purchase Agreement, dated April 28, 2026, by and between Concrete Partners, LLC, Suncrete Intermediate, Inc., Hope Concrete Intermediate Holdings, LLC, and certain owners of Hope Concrete, LLC signatory thereto (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 29, 2026).
  2.5†    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 (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 7, 2026).
  3.1    Amended and Restated Certificate of Incorporation of Suncrete, Inc. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 14, 2026).
  3.2    Amended and Restated By-Laws of Suncrete, Inc. (Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on April 14, 2026).
  3.3    Certificate of Designation for the Series A Convertible Perpetual Preferred Stock (Incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K, filed with the SEC on April 14, 2026).
  4.1    Warrant Agreement, dated July 25, 2023, by and between Haymaker and Continental Stock Transfer & Trust Company, as Warrant Agent (Incorporated by reference to Exhibit 4.1 to Haymaker’s Current Report on Form 8-K, filed with the SEC on July 31, 2023).
  4.2    Amendment No. 1 to Warrant Agreement, dated April 8, 2026, by and between Haymaker and Continental Stock Transfer & Trust Company (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on April 14, 2026).
  4.3    Specimen Warrant Certificate (Incorporated by reference to Exhibit 4.3 to Haymaker’s Registration Statement on Form S-1/A (File No. 333-273117), filed with the SEC on July 17, 2023).
  5.1*    Opinion of Haynes and Boone, LLP.
 10.1    Amended and Restated Registration Rights Agreement, dated April 8, 2026, by and among the Company and Sponsor (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 14, 2026).
 10.2    Registration Rights Agreement, dated April 8, 2026, by and among the Company, Dothan Concrete, Dothan Independent and Eaglesnest Investments, LLC (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on April 14, 2026).

 

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Exhibit
Number

  

Description of Exhibit

 10.3    Sponsor Support Agreement, dated October 9, 2025, by and among Haymaker, the Company, Suncrete and the other parties signatory thereto (Incorporated by reference to Exhibit 10.2 to Haymaker’s Current Report on Form 8-K, filed with the SEC on October 10, 2025 (as amended on October 14, 2025)).
 10.4    Form Company Support Agreement (Incorporated by reference to Exhibit 10.1 to the Haymaker’s Current Report on Form 8-K, filed with the SEC on October 10, 2025 (as amended on October 14, 2025)).
 10.5    Form of Subscription Agreement (Incorporated by reference to Exhibit 10.3 to the Haymaker’s Current Report on Form 8-K, filed with the SEC on October 10, 2025 (as amended on October 14, 2025)).
 10.6    Form of Subscription Agreement (Incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K, filed with the SEC on April 2, 2026).
 10.7#    Securities Exchange Agreement, dated March 26, 2026, by and between the Company and the holders signatory thereto (Incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed with the SEC on April 14, 2026).
 10.8    Forward Purchase Agreement, dated April 6, 2026, by and between the Company, Haymaker and Harraden Circle Investors, LP, Harraden Circle Special Opportunities, LP, Harraden Circle Strategic Investments, LP, Harraden Circle Concentrated, LP (Incorporated by reference to Exhibit 10.1 to Haymaker’s Current Report on Form 8-K, filed with the SEC on April 7, 2026).
 10.9+    Suncrete, Inc. 2026 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K, filed with the SEC on April 14, 2026).
 10.10+    Suncrete, Inc. Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K, filed with the SEC on April 14, 2026).
 10.11+    Form of Restricted Stock Award Agreement (Incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K, filed with the SEC on April 14, 2026).
 10.12+    Form of Restricted Stock Unit Agreement (Incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K, filed with the SEC on April 14, 2026).
 10.13+#    Form of Performance Stock Unit Award Agreement (Officers) (Incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K, filed with the SEC on April 14, 2026).
 10.14+    Form Restricted Stock Award Agreement (Outside Incentive Plan) (Incorporated by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K, filed with the SEC on April 14, 2026).
 10.15+    Form Restricted Stock Award Agreement (Heyer) (Incorporated by reference to Exhibit 10.15 to the Company’s Current Report on Form 8-K, filed with the SEC on April 14, 2026).
 10.16+    Form of Indemnification Agreement (Incorporated by reference to Exhibit 10.11 to the Company’s Amendment No. 2 to the Form S-4, filed with the SEC on February 4, 2026).
 10.17#    Credit Agreement, dated July 29, 2024, by and among Concrete Partners, LLC, Concrete Partners Holding, LLC, Eagle Concrete Holdings, LLC, Eagle Redi-Mix Concrete, LLC, RAM Transportation, LLC and Bank of America, N.A., as administrative agent, swingline lender and L/C issuer (Incorporated by reference to Exhibit 10.14 to the Company’s Amendment No. 2 to the Form S-4, filed with the SEC on February 4, 2026).

 

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Exhibit
Number

  

Description of Exhibit

 10.18#    First Amendment and Increase to Credit Agreement, dated October 17, 2025, by and among Concrete Partners, LLC, Concrete Partners Holding, LLC, Eagle Concrete Holdings, LLC, Eagle Redi-Mix Concrete, LLC, RAM Transportation, LLC, Schwarz Sand, LLC and Bank of America, N.A., as administrative agent, swingline lender and L/C issuer (Incorporated by reference to Exhibit 10.15 to the Company’s Amendment No. 2 to the Form S-4, filed with the SEC on February 4, 2026).
 10.19#    Consent and Second Amendment to the Credit Agreement and First Amendment to the Security and Pledge Agreement, dated March 25, 2026, by and among Concrete Partners, LLC, Concrete Partners Holding, LLC, Eagle Concrete Holdings, LLC, Eagle Redi-Mix Concrete, LLC, RAM Transportation, LLC, Schwarz Sand, LLC and Bank of America, N.A., as administrative agent, swingline lender and L/C issuer (Incorporated by reference to Exhibit 10.19 to the Company’s Current Report on Form 8-K, filed with the SEC on April 14, 2026).
 10.20#    Limited Consent and Third Amendment to Credit Agreement, dated April 7, 2026, by and among Concrete Partners, LLC, Concrete Partners Holding, LLC, Eagle Concrete Holdings, LLC, Eagle Redi-Mix Concrete, LLC, RAM Transportation, LLC, Schwarz Sand, LLC, the Company, Haymaker and Bank of America, N.A., as administrative agent, swingline lender and L/C issuer (Incorporated by reference to Exhibit 10.20 to the Company’s Current Report on Form 8-K, filed with the SEC on April 14, 2026).
 10.21*#    Limited Consent and Fourth Amendment to Credit Agreement, dated April 28, 2026, by and among Concrete Partners, LLC, Concrete Partners Holding, LLC, Eagle Concrete Holdings, LLC, Eagle Redi-Mix Concrete, LLC, RAM Transportation, LLC, Schwarz Sand, LLC, the Company, Haymaker and Bank of America, N.A., as administrative agent, swingline lender and L/C issuer.
 10.22    Management and Consulting Agreement, dated as of July 29, 2024, by and between Concrete Investments Management, LLC and Suncrete (Incorporated by reference to Exhibit 10.12 to the Company’s Amendment No. 2 to the Form S-4, filed with the SEC on February 4, 2026).
 10.23    Amendment No. 1 to Management and Consulting Agreement, by and among the Company, Suncrete and Dothan Concrete Investments Management, LLC (Incorporated by reference to Exhibit 10.22 to the Company’s Current Report on Form 8-K, filed with the SEC on April 14, 2026).
 10.24*#    Exchange Agreement, dated April 28, 2026, by and among Suncrete, Inc., Suncrete Intermediate, Inc., and Foley Bros., LLC.
 10.25*#    Subscription Agreement, dated April 28, 2026, by and between Suncrete, Inc. and Michael Mikytuck.
 16.1    Letter from WithumSmith+Brown, PC to the Securities and Exchange Commission, dated April 14, 2026 (Incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 14, 2026).
 21.1*    List of Subsidiaries.
 23.1*    Consent of Grant Thornton LLP with respect to the financial statements of Eagle Redi-Mix Concrete, LLC and Ram Transportation, LLC.
 23.2*    Consent of Grant Thornton LLP with respect to the financial statements of Concrete Partners Holding, LLC.
 23.3*    Consent of Arledge & Associates P.C.
 23.4*    Consent of WithumSmith+Brown, PC with respect to the financial statements of Haymaker Acquisition Corp. 4.

 

II-9


Table of Contents

Exhibit
Number

  

Description of Exhibit

 23.5*    Consent of WithumSmith+Brown, PC with respect to the financial statements of Suncrete, Inc.
 23.6*    Consent of Edgin, Parkman, Fleming & Fleming, PC with respect to the financial statements of Hope Concrete, LLC.
 23.7*    Consent of Whitley Penn, LLP with respect to the financial statements of Nelson Bros. Ready Mix, LTD.
 23.8*    Consent of Haynes and Boone, LLP (Incorporated by reference to Exhibit 5.1).
 24.1    Power of Attorney (included on the signature page of this Registration Statement).
101.INS*    Inline XBRL Instance Document.
101.SCH*    Inline XBRL Taxonomy Extension Schema Document.
101.CAL*    Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*    Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*    Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*    Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104    Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
107*    Filing Fee Table.

 

*

Filed herewith

+

Indicates a management or compensatory plan.

†

Schedules and exhibits to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby agrees to furnish a copy of any omitted schedules to the SEC upon request.

#

Schedules and exhibits to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrants agree to furnish a copy of any omitted schedules to the SEC upon request. Certain confidential information has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K. Such excluded information is not material and is the type that the Company treats as private or confidential.

 

II-10


Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on May 8, 2026.

 

SUNCRETE, INC.
By:   /s/ Randall Edgar
Name:   Randall Edgar
Title:   Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Randall Edgar and Tommy Wentroth, and each of them, as his or her true and lawful agents, proxies and attorneys in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign this Form S-1 of Suncrete, Inc., and any or all amendments thereto, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises hereby ratifying and confirming all that such agent, proxy and attorney-in-fact or any of his substitutes, may lawfully do or cause to be done by virtue thereof.

*****

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated below.

 

Signature

  

Title

 

Date

/s/ Randall Edgar

   Chief Executive Officer   May 8, 2026
Randall Edgar    (Principal Executive Officer)  

/s/ Tommy Wentroth

   Chief Financial Officer   May 8, 2026
Tommy Wentroth    (Principal Financial Officer)  

/s/ Randy Nerger

   Chief Accounting Officer   May 8, 2026
Randy Nerger    (Principal Accounting Officer)  

/s/ Ned N. Fleming, III

   Executive Chairman and Director   May 8, 2026
Ned N. Fleming, III     

/s/ Andrew R. Heyer

   Director   May 8, 2026
Andrew R. Heyer     

/s/ William Holden

   Director   May 8, 2026
William Holden     

/s/ Bretton Johnston

   Director   May 8, 2026
Bretton Johnston     

 

II-11


Table of Contents

Signature

  

Title

 

Date

/s/ Mark R. Matteson

   Director   May 8, 2026
Mark R. Matteson     

/s/ Charles E. Owens

   Director   May 8, 2026
Charles E. Owens     

/s/ David Rees-Jones

   Director   May 8, 2026
David Rees-Jones     

/s/ Noreen Skelly

   Director   May 8, 2026
Noreen Skelly     

 

II-12

Exhibit 5.1

 

LOGO    LOGO

May 8, 2026

Suncrete, Inc.

521 E. 2nd Street

Tulsa, Oklahoma 74120

 

Re:

Suncrete, Inc. Registration Statement on Form S-1

Ladies and Gentlemen:

We have acted as counsel to Suncrete, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), of a registration statement on Form S-1, initially filed by the Company on May 8, 2026 (as thereafter amended or supplemented, the “Registration Statement”).

The Registration Statement relates to the offer and sale, from time to time, by the selling holders identified in the Registration Statement (collectively, the “Selling Holders”), or their permitted transferees, of up to (i) 23,446,646 shares (the “Class A Common Shares”) of the Company’s Class A common stock, par value $0.0001 (“Class A Common Stock”), held by certain Selling Holders, (ii) 23,714,609 shares of Class A Common Stock issuable upon the conversion of 23,714,609 shares (the “Class B Conversion Shares”) of the Company’s Class B common stock, par value $0.0001 per share (“Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), held by certain Selling Holders, (iii) 473,800 shares (the “Warrant Shares”) of Class A Common Stock underlying warrants to purchase 473,800 shares of Class A Common Stock held by certain Selling Holders (the “Warrants”), (iv) 2,525,094 shares (the “Pre-Funded Warrant Shares”) of Class A Common Stock underlying pre-funded warrants to purchase 2,525,094 shares of Class A Common Stock (the “Pre-Funded Warrants”), (iv) 1,444,445 shares (“Series A Conversion Shares”) of Class A Common Stock issuable upon conversion of 26,000 shares of the Company’s Series A Convertible Perpetual Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), held by certain Selling Holders, (v) 695,110 shares (the “HoldCo Exchange Shares”) of Class A Common Stock issuable upon the exchange of Class B common stock, par value $0.0001 per share (“HoldCo Class B Common Stock”), of a subsidiary of the Company, Suncrete Intermediate, Inc. (“HoldCo”), held by certain Selling Holders, and (vi) 473,800 Warrants held by certain Selling Holders. The Registration Statement also relates to the primary issuance by the Company of up to 473,800 shares of Class A Common Stock that may be issued upon exercise of 473,800 Warrants.

In rendering the opinion set forth herein, we have examined the originals, or photostatic or certified copies, of (i) the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”), the Amended and Restated By-Laws of the Company and the Certificate of Designation of the Series A Convertible Perpetual Preferred Stock (the “Certificate of Designation”), (ii) the Certificate of Incorporation of HoldCo (the “HoldCo Charter”), (iii) certain resolutions of the Board of Directors of the Company related to the filing of the Registration Statement, the authorization and issuance of the securities described herein and related matters; (iv) the Registration Statement and all exhibits included or incorporated by reference thereto; (v) a certificate executed by an officer of the Company, dated as of the date hereof; (vi) a copy of that certain Exchange Agreement, dated April 28, 2026, by and among the Company, Holdco and Foley Bros., LLC; (vii) a copy of that certain Warrant Agreement, dated as of July 25, 2023 (the “Warrant Agreement”), by and between Haymaker Acquisition Corp. 4 (“Haymaker”) and Continental Stock Transfer & Trust Company (“Continental”); (viii) a copy of that certain Amendment No. 1 to the Warrant Agreement (the “Warrant Amendment”), by and between the Company, Haymaker and Continental; and (ix) such other records, documents and instruments as we deemed relevant and necessary for purposes of the opinion stated herein.

 

Haynes and Boone, LLP   

2801 N. Harwood Street | Suite 2300 | Dallas, TX 75201

T: 214.651.5000 | haynesboone.com


LOGO    LOGO

Suncrete, Inc.

May 8, 2026

Page 2

 

In making the foregoing examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic or certified copies, and the authenticity of the originals of such copies. As to all questions of fact material to this opinion, where such facts have not been independently established, we have relied, to the extent we have deemed reasonably appropriate, upon representations or certificates of officers of the Company or governmental officials.

We have not considered, and express no opinion herein as to, the laws of any state or jurisdiction other than the (i) Delaware General Corporation Law and (ii) the laws of the State of New York, in each case as in effect on the date hereof.

Based upon the foregoing, and subject to the qualifications, assumptions, limitations and exceptions stated herein, we are of the opinion that:

 

  1.

The Class A Common Shares have been duly authorized and are validly issued, fully paid and non-assessable.

 

  2.

The Class B Conversion Shares have been duly authorized, and, when issued by the Company upon conversion of the Class B Common Stock in accordance with the terms of the Certificate of Incorporation, will be validly issued, fully paid and non-assessable.

 

  3.

The Warrant Shares have been duly authorized and, when issued by the Company against payment therefor in accordance with the terms of the Warrants, will be validly issued, fully paid and non-assessable.

 

  4.

The Pre-Funded Warrant Shares have been duly authorized and, when issued by the Company against payment therefor in accordance with the terms of the Pre-Funded Warrants, will be validly issued, fully paid and non-assessable.

 

  5.

The Series A Conversion Shares have been duly authorized and, when issued by the Company in accordance with the terms of the Certificate of Designation, will be validly issued, fully paid and non-assessable.

 

  6.

The HoldCo Exchange Shares have been duly authorized, and, when issued by the Company upon exchange of the HoldCo Class B Common Stock in accordance with the terms of the HoldCo Charter and the Exchange Agreement, will be validly issued, fully paid and non-assessable.

 

  7.

The Warrants have been duly authorized and constitute valid and binding obligations of the Company enforceable in accordance with their terms.

The opinions are subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, rearrangement, liquidation, conservatorship or other similar laws now or hereafter in effect relating to or affecting the rights of creditors generally, (ii) provisions of applicable law pertaining to the voidability of preferential or fraudulent transfers and conveyances and (iii) the fact that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We further consent to the reference to our firm under the caption “Legal Matters” in the prospectus constituting a part of the Registration Statement. In giving this consent, we are not admitting that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. This opinion is given as of the date hereof and we assume no obligation to update or supplement such opinion after the date hereof to reflect any facts or circumstances that may thereafter come to our attention or any changes that may thereafter occur.

 

Very truly yours,
/s/ Haynes and Boone, LLP
Haynes and Boone, LLP

Exhibit 10.21

Execution Version

LIMITED CONSENT AND FOURTH AMENDMENT TO CREDIT AGREEMENT

THIS LIMITED CONSENT AND FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of April 28, 2026, is by and among Concrete Partners, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors, the banks listed on the signature pages hereof, and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer (in its capacity as Administrative Agent, the “Administrative Agent”).

BACKGROUND

A. The Borrower, the Lenders, the Guarantors and the Administrative Agent are parties to that certain Credit Agreement, dated as of July 29, 2024, as amended by that certain First Amendment and Commitment Increase to Credit Agreement, dated as of October 17, 2025, that certain Second Amendment to Credit Agreement and First Amendment to Security and Pledge Agreement, dated as of March 25, 2026 and that certain Limited Consent and Third Amendment to Credit Agreement, dated as of April 7, 2026 (as amended, modified or supplemented, the “Credit Agreement”; the terms defined in the Credit Agreement and not otherwise defined herein shall be used herein as defined in the Credit Agreement).

B. The Borrower advised the Administrative Agent that Borrower (the “Purchaser”) intends to acquire all of the equity of Hope Concrete, LLC, a Texas limited liability company (the “Hope Target”) pursuant to that certain Membership Interest Purchase Agreement, by and among Michael Mikytuck, Christine Weinberg, Foley Bros., L.L.C. (“Intermediate Blocker Rollover Investor”) and Hope Concrete Intermediate Holdings, LLC (“Hope Intermediate”), as sellers, Hope Intermediate, as sellers representative, Suncrete Intermediate, Inc., a Delaware corporation (the “Intermediate Blocker”) and Purchaser (such Acquisition, the “Hope Acquisition”). The Cost of Acquisition for the Hope Acquisition shall consist solely of (i) cash on hand in an amount not to exceed $72,500,000 and (ii) rollover equity issued by Intermediate Blocker to Intermediate Blocker Rollover Investor.

C. The Borrower advised the Administrative Agent that Hope Concrete, LLC (the “Purchaser”) intends to acquire all of the equity of Nelson Bros. Ready Mix, LLC, a Texas limited liability company and any additional affiliate entities named therein (collectively, the “Nelson Target”) pursuant to that certain Membership Purchase Agreement, by and among Randall R. Owens, Ronda A. Owens, JAO, LLC and Ownes Regional Investments, LLC, as sellers, sellers representative named therein and Purchaser (such Acquisition, the “Nelson Acquisition”). The Cost of Acquisition for the Nelson Acquisition shall consist solely of (i) cash on hand of approximately $45,000,000, but in any event in an amount not to exceed $65,000,000, (ii) rollover equity and (iii) an earnout in an amount not to exceed $18,000,000.

 

Limited Consent and Fourth Amendment to Credit Agreement – Page 1


D. The Borrower advised the Administrative Agent that Concrete Partners, LLC (the “Purchaser”) intends to acquire all of the equity of Ascension Quality Materials, LLC, a Louisiana limited liability company (the “AQM Target”) pursuant to that certain Membership Purchase Agreement, by and among Holdco of Louisiana, LLC, a Louisiana limited liability company as seller and Purchaser (such Acquisition, the “AQM Acquisition” and collectively with the Hope Acquisition and the Nelson Acquisition, the “Initial Acquisitions”). The Cost of Acquisition for the AQM Acquisition shall consist solely of (i) cash on hand of approximately $35,500,000, but in any event in an amount not to exceed $37,500,000, and (ii) an earnout in an amount not to exceed $10,000,000.

E. The Borrower has requested that the Lenders (i) consent to the Hope Acquisition, the Nelson Acquisition and the AQM Acquisition, (ii) amend the Credit Agreement to add Intermediate Blocker as a Guarantor and (iii) make certain other amendments thereto, as more fully set forth herein.

NOW, THEREFORE, in consideration of the covenants, conditions and agreements hereafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are all hereby acknowledged, the parties hereto covenant and agree as follows:

1. LIMITED CONSENT. Subject to the satisfaction of the conditions of effectiveness set forth in Section 4 hereof and subject to the proviso set forth below, the Administrative Agent and the Lenders signatory hereto (which constitute Required Lenders) hereby consent to each of the Initial Acquisitions, provided, that (A) the Borrower delivers to the Administrative Agent prior to the consummation of each such Acquisition, a Permitted Acquisition Certificate as to each such Acquisition and (B) (i) except for clauses (d) and (h) thereof, and (ii) with respect to clause (c) thereof within thirty (30) days of the consummation of each such Initial Acquisition, the Loan Parties shall satisfy, or shall have satisfied, each other condition set forth in the definition of “Permitted Acquisition” in the Credit Agreement with respect to each of the Initial Acquisitions, in each case, to the reasonable satisfaction of Administrative Agent. This consent is limited and does not affect any other covenant or provision of the Credit Agreement or any other Loan Document. Further, this consent shall not be construed (x) as establishing a course of conduct on the part of the Administrative Agent or any Lender upon which the Loan Parties may rely or (y) to obligate the Administrative Agent or any Lender to grant or agree to any future consent as to any other action, event or condition, whether similar or dissimilar.

The failure of the Loan Parties to satisfy any of the conditions set forth in the proviso to the first sentence of this Section 1 shall constitute an immediate Event of Default under the Credit Agreement.

2. AMENDMENTS TO CREDIT AGREEMENT. Subject to the terms and conditions set forth in Section 4 below, the Credit Agreement (excluding the Schedules and Exhibits thereto) is hereby amended in its entirety and replaced with the document attached hereto as Annex I.

3. REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each Loan Party represents and warrants that, as of the date hereof and after giving effect to this Amendment:

 

Limited Consent and Fourth Amendment to Credit Agreement – Page 2


(a) the representations and warranties of the Borrower and each other Loan Party contained in the Credit Agreement and the other Loan Documents that are subject to materiality or Material Adverse Effect qualifications are true and correct in all respects on and as of the date hereof as made on and as of such date, and the representations and warranties contained in the Credit Agreement and the other Loan Documents that are not subject to materiality or Material Adverse Effect qualifications are true and correct in all material respects on and as of the date hereof as made on and as of such date, except (i) in each case to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and (ii) that the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 6.01(a) and (b), respectively, of the Credit Agreement;

(b) no event has occurred and is continuing which constitutes a Default or Event of Default;

(c) (i) the Borrower and the other Loan Parties have the full power and authority to execute and deliver this Amendment; (ii) this Amendment has been duly executed and delivered by the Borrower and the other Loan Parties; and (iii) this Amendment, and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Loan Parties, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity;

(d) neither the execution, delivery and performance of this Amendment, or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will (i) contravene the terms of any of the Loan Parties’ Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of (or the requirement to create) any Lien under, or require any payment to be made under (A) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any Applicable Law; and

(e) no approval, consent, exemption, authorization or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Amendment.

4. CONDITIONS OF EFFECTIVENESS. This Amendment shall be effective when the following are satisfied (such date, the “Fourth Amendment Effective Date”):

(a) the representations and warranties set forth in Section 3 of this Amendment shall be true and correct;

(b) the Administrative Agent shall have received counterparts of this Amendment executed by each Loan Party and the Required Lenders;

 

Limited Consent and Fourth Amendment to Credit Agreement – Page 3


(c) the Administrative Agent shall have received a certificate of the Borrower dated as of the Fourth Amendment Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to this Amendment and authorizing the execution, delivery and performance of this Amendment, and (ii) certifying that, before and after giving effect to such Amendment, (A) each of the conditions set forth in Section 4.02 of the Credit Agreement shall have been satisfied; (B) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents that are subject to materiality and Material Adverse Effect qualifications are true and correct in all respects and the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents that are not subject to materiality or Material Adverse Effect qualifications are true and correct in all material respects, on and as of the Fourth Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that the representations and warranties contained in Sections 5.05(a) and (c) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, respectively, and (C) no Default exists;

(d) the Administrative Agent shall have received drafts of (i) the Certificate of Amendment of Certificate of Incorporation of the Intermediate Blocker, (ii) the exchange agreement to be executed by the Intermediate Blocker Rollover Investor and Pubco and (iii) the contribution agreement to be executed by Intermediate Blocker and Pubco, each of which shall be in form and substance satisfactory to the Administrative Agent;

(e) the Administrative Agent shall have received evidence that all members, boards of directors, governmental, shareholder and third party consents and approvals necessary, or, in the opinion of the Administrative Agent, desirable, in connection with this Amendment, or the Credit Agreement, as amended hereby, or the consummation of any transactions contemplated herein or therein, have been obtained;

(f) unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent directly to such counsel to the extent invoiced prior to or on the Fourth Amendment Effective Date;

(g) since December 31, 2024, there shall not have occurred any event or condition that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; and

(h) the Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall reasonably require.

5. CONDITIONS SUBSEQUENT. The Loan Parties shall satisfy the following requirements on or before the date or timeframe specified, or such later date or timeframe as agreement to by Administrative Agent in its sole discretion:

 

Limited Consent and Fourth Amendment to Credit Agreement – Page 4


(a) the Administrative Agent shall have received the following with respect to Intermediate Blocker prior to the consummation of the Hope Acquisition: (1) a Joinder Agreement executed by a Responsible Officer of Intermediate Blocker; (2) an Officer’s Certificate, certifying as to (A) the Organization Documents of such entity (which shall be certified as of a recent date by such Governmental Authority), (B) the resolutions of the governing body of such entity, (C) the good standing, existence or its equivalent of such entity, and (D) the incumbency (including specimen signatures) of the Responsible Officers of such entity; (3) copies of insurance policies, declaration pages, certificates, and endorsements of insurance or insurance binders evidencing liability, casualty, property, terrorism and business interruption insurance, as applicable, with respect to such entities meeting the requirements set forth herein or in the Collateral Documents or as required by the Administrative Agent; (4) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral of the Intermediate Blocker; and (5) updates to Schedules 5.10, 5.12, 5.20(a), 5.20(b), 5.21(b)(i), 5.21(b)(ii), 5.21(c), 5.21(d)(i), 5.21(d)(ii), 5.21(e), 5.21(f), 5.21(g) and 5.21(h) in accordance with Section 6.14 of the Credit Agreement;

(b) the Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent prior to the consummation of the Hope Acquisition, (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of Intermediate Blocker, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches on Intermediate Blocker, and (ii) searches of ownership of Intellectual Property of Intermediate Blocker in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in such Collateral;

(c) the Administrative Agent shall have received concurrently with or prior to the consummation of the Hope Acquisition (i) the exchange agreement executed by the Intermediate Blocker Rollover Investor and Pubco, which shall be in form and substance satisfactory to the Administrative Agent, and (ii) the contribution agreement executed by Intermediate Blocker and Pubco, which shall be in form and substance satisfactory to the Administrative Agent;

(d) the Administrative Agent shall have received concurrently with or prior to the consummation of the Hope Acquisition the Intermediate Blocker Subordination Agreement, executed by the Intermediate Blocker, the Intermediate Blocker Rollover Investor and the Administrative Agent, which shall be in form and substance satisfactory to the Administrative Agent;

(e) the Administrative Agent shall have received the following concurrently with or prior to the consummation of the Hope Acquisition the Administrative Agent shall have received a favorable opinion of counsel to the Intermediate Blocker covering the joinder of Intermediate Blocker as a Guarantor;

 

Limited Consent and Fourth Amendment to Credit Agreement – Page 5


(f) the Administrative Agent and the Lenders shall have received prior to the consummation of each of the Initial Acquisitions (i) a description of the material terms of each such Acquisition, (ii) audited financial statements (or, if unavailable, management-prepared financial statements) of each of the Hope Target, the Nelson Target and the AQM Target for each of their two most recent Fiscal Years and for any Fiscal Quarters ended within the Fiscal Year to date, (iii) Consolidated projected income statements of the Borrower and its Subsidiaries (giving effect to each such Acquisitions), and (iv) drafts of all material agreements, instruments or other documents pursuant to which each of the Initial Acquisitions is to be consummated, which in each case shall be form and substance reasonably satisfactory to Administrative Agent; and

(g) the Administrative Agent and the Lenders shall have received (i) at least two (2) Business Days prior to the consummation of each such Initial Acquisition, a Permitted Acquisition Certificate for such Acquisition, (ii) prior to the consummation of each such Initial Acquisition, a copy of all executed material agreements, instruments or other documents pursuant to which each such Initial Acquisition is to be consummated and (iii) for each Initial Acquisition for which the Cost of Acquisition thereof includes any earnouts or similar deferred or contingent obligations of any Loan Party, concurrently with or prior to the consummation of each such Initial Acquisition, an earnout subordination agreement in form and substance reasonably satisfactory to the Administrative Agent.

The failure of the Loan Parties to satisfy any of the conditions set forth in this Section 5 shall constitute an immediate Event of Default under the Credit Agreement.

6. GUARANTOR’S ACKNOWLEDGMENT. By signing below, each Guarantor (i) acknowledges, consents and agrees to the execution, delivery and performance by the Borrower of this Amendment, (ii) ratifies and confirms all of its obligations and liabilities under the Guaranty and the Loan Documents to which it is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure the Secured Obligations; (iii) acknowledges and agrees that its obligations in respect of its Guaranty are not released, diminished, waived, modified, impaired or affected in any manner by this Amendment, or any of the provisions contemplated herein, (iv) acknowledges and agrees that as of the date hereof, such Guarantor (a) does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees, agents, attorneys or other representatives) under or in connection with its Guaranty and the other Loan Documents to which it is a party and (b) has no offsets against, or defenses or counterclaims to, its Guaranty.

7. REFERENCE TO THE CREDIT AGREEMENT.

(a) Upon and during the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, or words of like import shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

(b) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights or remedies of the Administrative Agent or the Lenders under the Credit Agreement or any of the other Loan Documents, and shall not alter, modify, amend, or in any way affect the terms, conditions, obligations, covenants, or agreements contained in the Credit Agreement or the other Loan Documents, all of which are hereby ratified and affirmed in all respects and shall continue in full force and effect.

 

Limited Consent and Fourth Amendment to Credit Agreement – Page 6


8. COSTS AND EXPENSES. The Borrower shall be obligated to pay the costs and expenses of the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder in the manner and subject to the limitations set forth in Section 11.04 of the Credit Agreement.

9. EXECUTION IN COUNTERPARTS. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument. For purposes of this Amendment, a counterpart hereof (or signature page thereto) signed and transmitted by any Person party hereto to the Administrative Agent (or its counsel) by facsimile machine, telecopier or electronic mail is to be treated as an original. The signature of such Person thereon, for purposes hereof, is to be considered as an original signature, and the counterpart (or signature page thereto) so transmitted is to be considered to have the same binding effect as an original signature on an original document.

10. GOVERNING LAW; BINDING EFFECT. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. This Amendment shall be binding upon the Borrower and each Lender and their respective successors and assigns.

11. HEADINGS. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

12. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS AMENDMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AS TO THE SUBJECT MATTER THEREIN AND HEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.

 

REMAINDER OF PAGE LEFT INTENTIONALLY BLANK

 

Limited Consent and Fourth Amendment to Credit Agreement – Page 7


IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

 

BORROWER:    CONCRETE PARTNERS, LLC
   By:   

/s/ Tommy Wentroth

   Name: Tommy Wentroth
   Title: Chief Financial Officer
PUBCO:    SUNCRETE, INC.
   By:   

/s/ Tommy Wentroth

   Name: Tommy Wentroth
   Title: Chief Financial Officer
HOLDINGS:    CONCRETE PARTNERS HOLDING, LLC
   By:   

/s/ Tommy Wentroth

   Name: Tommy Wentroth
   Title: Chief Financial Officer

[Signature Page to Limited Consent and Fourth Amendment to Credit Agreement (Concrete Partners)]


OTHER GUARANTORS:   EAGLE CONCRETE HOLDINGS, LLC
  By:   

/s/ Tommy Wentroth

  Name: Tommy Wentroth
  Title: Chief Financial Officer
  EAGLE REDI-MIX CONCRETE, LLC
  By:   

/s/ Tommy Wentroth

  Name: Tommy Wentroth
  Title: Chief Financial Officer
  RAM TRANSPORTATION, LLC
  By:   

/s/ Tommy Wentroth

  Name: Tommy Wentroth
  Title: Chief Financial Officer
  SCHWARZ SAND, LLC
  By:   

/s/ Tommy Wentroth

  Name: Tommy Wentroth
  Title: Chief Financial Officer
  HAYMAKER ACQUISITION CORP. 4
  By:   

/s/ Tommy Wentroth

  Name: Tommy Wentroth
  Title: Chief Financial Officer

[Signature Page to Limited Consent and Fourth Amendment to Credit Agreement (Concrete Partners)]


BANK OF AMERICA, N.A.,
as Administrative Agent
By:  

/s/ Carolyn LaBatte-Leavitt

Name: Carolyn LaBatte-Leavitt
Title: Vice President

[Signature Page to Limited Consent and Fourth Amendment to Credit Agreement (Concrete Partners)]


BANK OF AMERICA, N.A.,
as a Lender, L/C Issuer and Swingline Lender
By:  

/s/ Desaree G. Lopez

Name: Desaree G. Lopez
Title: Senior Vice President

[Signature Page to Limited Consent and Fourth Amendment to Credit Agreement (Concrete Partners)]


PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By:  

/s/ Jacob Mandel

Name: Jacob Mandel
Title: Vice President

[Signature Page to Limited Consent and Fourth Amendment to Credit Agreement (Concrete Partners)]


CAPITAL ONE, NATIONAL ASSOCIATION,
as a Lender
By:  

/s/ Jerry Huang

Name: Jerry Huang
Title: Duly Authorized Signatory

[Signature Page to Limited Consent and Fourth Amendment to Credit Agreement (Concrete Partners)]


Annex I to Limited Consent and Fourth Amendment to Credit Agreement

Execution Version

Annex I

[See Attached]


 
 

Published CUSIP Numbers:

Deal: 20670EAA4

Revolver: 20670EAB2

Term: 20670EAC0

CREDIT AGREEMENT

Dated as of July 29, 2024

among

SUNCRETE, INC, as Pubco and a Guarantor

CONCRETE PARTNERS HOLDING, LLC, as Holdings and a Guarantor,

CONCRETE PARTNERS, LLC, as the Borrower,

THE SUBSIDIARIES OF THE BORROWER PARTY HERETO, as Guarantors,

BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and

L/C Issuer,

and

THE LENDERS PARTY HERETO

PNC BANK, NATIONAL ASSOCIATION, as a Co-Syndication Agent

UMB BANK, N.A. and SUNFLOWER BANK, N.A., as Co-Documentation Agents,

BOFA SECURITIES, INC.,

as a Joint Lead Arranger and as Sole Bookrunner,

PNC CAPITAL MARKETS LLC, as a Joint Lead Arranger

and

CAPITAL ONE, NATIONAL ASSOCIATION,

as a Joint Lead Arranger and as a Co-Syndication Agent

as amended by that certain First Amendment and Commitment Increase to Credit Agreement, dated as of October 17, 2025, that certain Consent and Second Amendment to Credit Agreement, dated as of March 25, 2026, that certain Limited Consent and Third Amendment to Credit Agreement, dated as of April 7, 2026 and that certain Limited Consent and Fourth Amendment to Credit Agreement, dated as of April 28, 2026

 

 
 

 

ii


TABLE OF CONTENTS

 

         Page  

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS

     1  

1.01

  Defined Terms      1  

1.02

  Other Interpretive Provisions      44  

1.03

  Accounting Terms      45  

1.04

  Rounding      47  

1.05

  Times of Day      47  

1.06

  Letter of Credit Amounts      47  

1.07

  Interest Rates      47  

1.08

  UCC Terms      48  

1.09

  Limited Condition Acquisitions      48  

ARTICLE II COMMITMENTS AND CREDIT EXTENSIONS

     49  

2.01

  Loans      49  

2.02

  Borrowings, Conversions and Continuations of Loans      50  

2.03

  Letters of Credit      52  

2.04

  Swingline Loans      60  

2.05

  Prepayments      63  

2.06

  Termination or Reduction of Commitments      66  

2.07

  Repayment of Loans      67  

2.08

  Interest and Default Rate      67  

2.09

  Fees      68  

2.10

  Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate      69  

2.11

  Evidence of Debt      69  

2.12

  Payments Generally; Administrative Agent’s Clawback      70  

2.13

  Sharing of Payments by Lenders      72  

2.14

  Cash Collateral      73  

2.15

  Defaulting Lenders      74  

2.16

  Increase in Commitments      76  

ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY

     79  

3.01

  Taxes.      79  

3.02

  Illegality      83  

3.03

  Inability to Determine Rates      84  

3.04

  Increased Costs      86  

3.05

  Compensation for Losses      87  

3.06

  Mitigation Obligations; Replacement of Lenders      87  

3.07

  Survival      88  

ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

     88  

4.01

  Conditions of Initial Credit Extension      88  

4.02

  Conditions to all Credit Extensions      91  

ARTICLE V REPRESENTATIONS AND WARRANTIES

     92  

5.01

  Existence, Qualification and Power      92  

5.02

  Authorization; No Contravention      92  

5.03

  Governmental Authorization; Other Consents      93  

5.04

  Binding Effect      93  

5.05

  Financial Statements; No Material Adverse Effect      93  

5.06

  Litigation      94  

 

iii


5.07

  No Default      94  

5.08

  Ownership of Property      94  

5.09

  Environmental Matters      94  

5.10

  Insurance      95  

5.11

  Taxes      96  

5.12

  ERISA Compliance      96  

5.13

  Margin Regulations; Investment Company Act      97  

5.14

  Disclosure      97  

5.15

  Compliance with Laws      97  

5.16

  Solvency      98  

5.17

  Casualty, Etc.      98  

5.18

  Sanctions Concerns and Anti-Corruption Laws      98  

5.19

  [Intentionally Omitted]      98  

5.20

  Subsidiaries; Equity Interests; Loan Parties      98  

5.21

  Collateral Representations      99  

5.22

  EEA Financial Institutions      101  

5.23

  Covered Entities      101  

5.24

  Beneficial Ownership Certification      101  

5.27

  Labor Matters      101  

5.28

  Closing Date Acquisition Documents      101  

5.29

  First Amendment Effective Date Acquisition Documents      102  

ARTICLE VI AFFIRMATIVE COVENANTS

     103  

6.01

  Financial Statements      103  

6.02

  Certificates; Other Information      105  

6.03

  Notices      108  

6.04

  Payment of Obligations      109  

6.05

  Preservation of Existence, Etc.      109  

6.06

  Maintenance of Properties      109  

6.07

  Maintenance of Insurance      109  

6.08

  Compliance with Laws      110  

6.09

  Books and Records      110  

6.10

  Inspection Rights      110  

6.11

  Use of Proceeds      111  

6.12

  Material Contracts      111  

6.13

  Covenant to Guarantee Obligations      112  

6.14

  Covenant to Give Security      112  

6.15

  Anti-Corruption Laws; Sanctions      113  

6.16

  Further Assurances      113  

6.17

  Post-Closing Obligations      113  

6.18

  First Amendment Effective Date Post-Closing Obligations      113  

6.19

  Second Amendment Effective Date Post-Closing Obligations      114  

6.20

  Intermediate Blocker      114  

ARTICLE VII NEGATIVE COVENANTS

     114  

7.01

  Liens      114  

7.02

  Indebtedness      116  

7.03

  Investments      117  

7.04

  Fundamental Changes      119  

7.05

  Dispositions      120  

7.06

  Restricted Payments      121  

7.07

  Change in Nature of Business      123  

 

iv


7.08

  Transactions with Affiliates      123  

7.09

  Burdensome Agreements      124  

7.10

  Use of Proceeds      124  

7.11

  Financial Covenants      124  

7.12

  Amendments of Organization Documents; Fiscal Year; Legal Name, State of Formation; Form of Entity and Accounting Changes      125  

7.13

  Sale and Leaseback Transactions      126  

7.14

  Subordinated Debt Payments      126  

7.15

  Prepayments, Etc. of Indebtedness      126  

7.16

  Amendment, Etc. of Indebtedness      127  

7.17

  Sanctions      127  

7.18

  Anti-Corruption Laws      127  

7.19

  Holding Company Status      127  

7.20

  Limitation on Disqualified Equity Interests and Preferred Equity Interests      129  

ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES

     130  

8.01

  Events of Default      130  

8.02

  Remedies upon Event of Default      132  

8.03

  Borrower’s Right to Cure      133  

8.04

  Application of Funds      134  

ARTICLE IX ADMINISTRATIVE AGENT

     135  

9.01

  Appointment and Authority      135  

9.02

  Rights as a Lender      136  

9.03

  Exculpatory Provisions      136  

9.04

  Reliance by Administrative Agent      137  

9.05

  Delegation of Duties      138  

9.06

  Resignation of Administrative Agent      138  

9.07

  Non-Reliance on Administrative Agent, the Arrangers and the Other Lenders      139  

9.08

  No Other Duties, Etc.      140  

9.09

  Administrative Agent May File Proofs of Claim; Credit Bidding      140  

9.10

  Collateral and Guaranty Matters      141  

9.11

  Secured Cash Management Agreements and Secured Hedge Agreements      142  

9.12

  Certain ERISA Matters      143  

9.13

  Recovery of Erroneous Payments      144  

ARTICLE X CONTINUING GUARANTY

     144  

10.01

  Guaranty      144  

10.02

  Rights of Lenders      145  

10.03

  Certain Waivers      145  

10.04

  Obligations Independent      145  

10.05

  Subrogation      145  

10.06

  Termination; Reinstatement      145  

10.07

  Stay of Acceleration      146  

10.08

  Condition of Borrower      146  

10.09

  Appointment of Borrower      146  

10.10

  Right of Contribution      146  

10.11

  Keepwell      146  

ARTICLE XI MISCELLANEOUS

     147  

11.01

  Amendments, Etc.      147  

11.02

  Notices; Effectiveness; Electronic Communications      149  

11.03

  No Waiver; Cumulative Remedies; Enforcement      151  

 

v


11.04

  Expenses; Indemnity; Damage Waiver      152  

11.05

  Payments Set Aside      154  

11.06

  Successors and Assigns      154  

11.07

  Treatment of Certain Information; Confidentiality      159  

11.08

  Right of Setoff.      160  

11.09

  Interest Rate Limitation      161  

11.10

  Integration; Effectiveness      161  

11.11

  Survival of Representations and Warranties      161  

11.12

  Severability      162  

11.13

  Replacement of Lenders      162  

11.14

  Governing Law; Jurisdiction; Etc.      163  

11.15

  Waiver of Jury Trial      164  

11.16

  Subordination      164  

11.17

  No Advisory or Fiduciary Responsibility      165  

11.18

  Electronic Execution; Electronic Records; Counterparts      165  

11.19

  USA Patriot Act Notice      166  

11.20

  Acknowledgement and Consent to Bail-In of Affected Financial Institutions      167  

11.21

  Acknowledgement Regarding Any Supported QFCs      167  

 

vi


BORROWER PREPARED SCHEDULES

Schedule 5.10

   Insurance

Schedule 5.12

   Pension Plans

Schedule 5.20(a)

   Subsidiaries, Joint Ventures, Partnerships and Other Equity Investments

Schedule 5.20(b)

   Loan Parties

Schedule 5.21(b)(i)

   Intellectual Property

Schedule 5.21(b)(ii)

   Internet Domain Names

Schedule 5.21(c)

   Documents, Instrument, and Tangible Chattel Paper

Schedule 5.21(d)(i)

   Deposit Accounts & Securities Accounts

Schedule 5.21(d)(ii)

   Electronic Chattel Paper & Letter-of-Credit Rights

Schedule 5.21(e)

   Commercial Tort Claims

Schedule 5.21(f)

   Pledged Equity Interests

Schedule 5.21(g)

   Properties

Schedule 5.21(h)

   Material Contracts

Schedule 6.17

   Post-Closing Obligations

Schedule 6.18

   First Amendment Effective Date Post-Closing Obligations

Schedule 6.19

   Second Amendment Effective Date Post-Closing Obligations

Schedule 7.01

   Existing Liens

Schedule 7.02

   Existing Indebtedness

Schedule 7.03

   Existing Investments

ADMINISTRATIVE AGENT PREPARED SCHEDULES

Schedule 1.01(a)

   Certain Addresses for Notices

Schedule 1.01(b)

   Commitments and Applicable Percentages

EXHIBITS

Exhibit A

   Form of Administrative Questionnaire

Exhibit B

   Form of Assignment and Assumption

Exhibit C

   Form of Compliance Certificate

Exhibit D

   Form of Joinder Agreement

Exhibit E

   Form of Loan Notice

Exhibit F

   [Reserved]

Exhibit G

   Form of Revolving Note

Exhibit H

   Form of Secured Party Designation Notice

Exhibit I

   Form of Solvency Certificate

Exhibit J

   Form of Swingline Loan Notice

Exhibit K

   Form of Term Note

Exhibit L

   Form of Officer’s Certificate

Exhibit M

   Forms of U.S. Tax Compliance Certificates

Exhibit N

   Form of Funding Indemnity Letter

Exhibit O

   Form of Landlord Waiver

Exhibit P

   Form of Financial Condition Certificate

Exhibit Q

   Form of Authorization to Share Insurance Information

Exhibit R

   Form of Notice of Loan Prepayment

Exhibit S

   Form of Preferred Equity Subordination Agreement

Exhibit T

   Form of Permitted Acquisition Certificate

 

vii


CREDIT AGREEMENT

This CREDIT AGREEMENT is entered into as of July 29, 2024, among Concrete Partners, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.

PRELIMINARY STATEMENTS:

WHEREAS, the Loan Parties (as hereinafter defined) have requested that the Lenders, the Swingline Lender and the L/C Issuer make loans and other financial accommodations to the Loan Parties in an aggregate amount of up to $145,000,000.

WHEREAS, the Lenders, the Swingline Lender and the L/C Issuer have agreed to make such loans and other financial accommodations to the Loan Parties on the terms and subject to the conditions set forth herein.

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

DEFINITIONS AND ACCOUNTING TERMS

(a) Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“Acquisition” means the acquisition, whether through a single transaction or a series of related transactions, of (a) a majority of the Voting Stock or other controlling ownership interest in another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a controlling interest at the time it becomes exercisable by the holder thereof), whether by purchase of such equity or other ownership interest or upon the exercise of an option or warrant for, or conversion of securities into, such equity or other ownership interest, or (b) assets of another Person which constitute all or substantially all of the assets of such Person or of a division, line of business or other business unit of such Person.

“Additional Secured Obligations” means (a) all obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements and (b) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, expenses and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, expenses and fees are allowed claims in such proceeding; provided that Additional Secured Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor.

“Additional Term Loans” means the Additional Term Loans made by the First Amendment Incremental Term Lenders to the Borrower pursuant to Section 2.01(c) on the First Amendment Effective Date.


“Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 1.01(a), or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit A or any other form approved by the Administrative Agent.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Aggregate Commitments” means the Commitments of all the Lenders.

“Agreement” means this Credit Agreement, including all schedules, exhibits and annexes hereto.

“Applicable Law” means, as to any Person, all applicable Laws binding upon such Person or to which such a Person is subject.

“Applicable Percentage” means (a) in respect of the Term Facility, with respect to any Term Lender at any time, the percentage (carried out to the ninth decimal place) of the Term Facility represented by the outstanding principal amount of such Term Lender’s Term Loans at such time, and (b) in respect of the Revolving Facility, with respect to any Revolving Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving Facility represented by such Revolving Lender’s Revolving Commitment at such time, subject to adjustment as provided in Section 2.15. If the Commitment of all of the Revolving Lenders to make Revolving Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, or if the Revolving Commitments have expired, then the Applicable Percentage of each Revolving Lender in respect of the Revolving Facility shall be determined based on the Applicable Percentage of such Revolving Lender in respect of Revolving Facility most recently in effect, giving effect to any subsequent assignments and to any Lender’s status as a Defaulting Lender at the time of determination. The Applicable Percentage of each Lender in respect of each Facility is set forth opposite the name of such Lender on Schedule 1.01(b) or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto or in any documentation executed by such Lender pursuant to Section 2.16, as applicable.

“Applicable Rate” means, for any day, the rate per annum set forth below opposite the applicable Level then in effect (based on the Consolidated Senior Leverage Ratio), it being understood that the Applicable Rate for (a) Loans that are Base Rate Loans shall be the percentage set forth under the column “Loans” and “Base Rate”, (b) Loans that are Term SOFR Loans shall be the percentage set forth under the column “Loans” and “Term SOFR & Letter of Credit Fee”, (c) the Letter of Credit Fee shall be the percentage set forth under the column “Loans” and “Term SOFR & Letter of Credit Fee”, and (d) the commitment fee shall be the percentage set forth under the column “Commitment Fee”:

 

2


Applicable Rate

Level

 

Consolidated Senior
Leverage Ratio

 

Term SOFR &

Letter of Credit Fee

 

Base Rate

 

Commitment

Fee

1

  < 2.00:1.00   2.75%   1.75%   0.35%

2

  > 2.00:1.00 but < 2.50:1.00   3.00%   2.00%   0.40%

3

  > 2.50:1.00 but < 3.00:1.00   3.25%   2.25%   0.45%

4

  > 3.00:1.00   3.50%   2.50%   0.50%

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Senior Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that if a Compliance Certificate is not delivered when due in accordance with Section 6.02(b), then, upon the request of the Required Lenders, Level 4 shall apply, in each case as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and in each case shall remain in effect until the first Business Day following the date on which such Compliance Certificate is delivered whereupon the Applicable Rate shall be adjusted based upon the calculation of the Consolidated Senior Leverage Ratio contained in such Compliance Certificate.

Notwithstanding anything to the contrary contained in this definition, (i) the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b) and (ii) from and after the First Amendment Effective Date, the Applicable Rate and commitment fee shall be set at Level 4 until the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b) for the Fiscal Quarter ending September 30, 2025 to the Administrative Agent. Any adjustment in the Applicable Rate shall be applicable to all Credit Extensions then existing or subsequently made or issued.

“Applicable Revolving Percentage” means with respect to any Revolving Lender at any time, such Revolving Lender’s Applicable Percentage in respect of the Revolving Facility at such time.

“Appropriate Lender” means, at any time, (a) with respect to any Facility, a Lender that has a Commitment with respect to such Facility or holds a Loan under such Facility at such time, (b) with respect to the Letter of Credit Sublimit, (i) the L/C Issuer and (ii) if any Letters of Credit have been issued pursuant to Section 2.03, the Revolving Lenders, and (c) with respect to the Swingline Sublimit, (i) the Swingline Lender and (ii) if any Swingline Loans are outstanding pursuant to Section 2.04(a), the Revolving Lenders.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arrangers” means (a) BofA Securities, Inc., in its capacity as a joint lead arranger and as sole bookrunner, (b) PNC Capital Markets LLC, in its capacity as a joint lead arranger and (c) Capital One, National Association, in its capacity as a joint lead arranger.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit B or any other form (including an electronic documentation form generated by use of an electronic platform) approved by the Administrative Agent.

 

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“Attributable Indebtedness” means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or other agreement or instrument were accounted for as a Capitalized Lease.

“Audited Financial Statements” means, subject to Section 1.03(e), the most recent audited Consolidated balance sheet of Pubco and its Subsidiaries, and the related Consolidated statements of income or operations, Shareholders’ Equity and cash flows for such Fiscal Year of Pubco and its Subsidiaries, including the notes thereto delivered in accordance with the terms of Section 6.01(a).

“Authorization to Share Insurance Information” means the authorization substantially in the form of Exhibit Q (or such other form as required by each of the Loan Party’s insurance companies).

“Auto-Extension Letter of Credit” has the meaning specified in Section 2.03(b).

“Availability Period” means, in respect of the Revolving Facility, the period from and including the Closing Date to the earliest of (i) the Maturity Date, (ii) the date of termination of the Revolving Commitments pursuant to Section 2.06, and (iii) the date of termination of the Commitment of each Revolving Lender to make Revolving Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“BALC Other Permitted Equipment Financing Collateral” means, with respect to any BALC Permitted Equipment Financing, (1) all parts, attachments, accessories and accessions to, substitutions and replacements for, each item of equipment subject to such BALC Permitted Equipment Financing; (2) all accounts, chattel paper, and general intangibles arising from or related to any sale, lease, rental or other disposition of any equipment subject to such BALC Permitted Equipment Financing to third parties, or otherwise resulting from the possession, use or operation of any such equipment by third parties, including instruments, investment property, deposit accounts, letter of credit rights, and supporting obligations arising thereunder or in connection therewith; (3) all insurance, warranty and other claims against third parties with respect to any equipment subject to such BALC Permitted Equipment Financing; (4) all software and other intellectual property rights used in connection therewith; (5) all proceeds of all of the foregoing, including insurance proceeds and any proceeds in the form of goods, accounts, chattel paper, documents, instruments, general intangibles, investment property, deposit accounts, letter of credit rights and supporting obligations; and (6) all books and records regarding the foregoing, in each case, now existing or hereafter arising.

 

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“BALC Permitted Equipment Financing” means that certain Master Loan and Security Agreement, dated as of December 30, 2025, among Banc of America Leasing & Capital, LLC, as the lender, and Eagle Redi-Mix Concrete, LLC, Ram Transportation, LLC, and Concrete Partners, LLC as the co-borrowers, as extended and renewed from time to time.

“BANA Permitted Airplane Financing” means that certain $2,500,000 term loan made pursuant to the Aircraft Term Loan Credit Agreement, dated January 6, 2026, among the Borrower, Holdings, the other guarantors party thereto, and Bank of America, N.A., as lender, as extended, renewed or replaced from time to time.

“Bank of America” means Bank of America, N.A. and its successors.

“Base Rate” means for any day a fluctuating rate of interest per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the Term SOFR plus 1.00%, subject to the interest rate floors set forth therein; provided that if the Base Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03 hereof, then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.

“Base Rate Loan” means a Revolving Loan or a Term Loan that bears interest based on the Base Rate.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Borrower” has the meaning specified in the introductory paragraph hereto.

“Borrower Materials” has the meaning specified in Section 6.02.

“Borrowing” means a Revolving Borrowing, a Swingline Borrowing or a Term Borrowing, as the context may require.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located.

 

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“Capital Expenditures” means, with respect to any Person for any period, any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding normal replacements and maintenance which are properly charged to current operations).

“Capitalized Lease” means any lease that has been or is required to be, in accordance with GAAP, recorded, classified and accounted for as a capitalized lease or financing lease.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuer or Swingline Lender (as applicable) or the Lenders, as Collateral for L/C Obligations, the Obligations in respect of Swingline Loans, or obligations of the Revolving Lenders to fund participations in respect of L/C Obligations or Swingline Loans (as the context may require), (a) cash or deposit account balances, (b) backstop letters of credit entered into on terms, from issuers and in amounts satisfactory to the Administrative Agent and the L/C Issuer, and/or (c) if the Administrative Agent and the L/C Issuer or Swingline Lender shall agree, in their sole discretion, other credit support, in each case, in Dollars and pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer or the Swingline Lender (as applicable). “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such Cash Collateral and other credit support.

“Cash Equivalents” means any of the following types of Investments, to the extent owned by the Borrower or any of its Subsidiaries free and clear of all Liens (other than Permitted Liens):

readily marketable obligations issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof having maturities of not more than three hundred sixty days (360) days from the date of acquisition thereof; provided that the full faith and credit of the United States is pledged in support thereof;

time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender or (B) is organized under the laws of the United States, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (c) of this definition and (iii) has combined capital and surplus of at least $1,000,000,000, in each case with maturities of not more than one hundred eighty (180) days from the date of acquisition thereof;

commercial paper issued by any Person organized under the laws of any state of the United States and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than one hundred eighty (180) days from the date of acquisition thereof; and

Investments, classified in accordance with GAAP as current assets of the Borrower or any of its Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P, and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a), (b) and (c) of this definition.

“Cash Management Agreement” means any agreement that is not prohibited by the terms hereof to provide treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.

 

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“Cash Management Bank” means any Person in its capacity as a party to a Cash Management Agreement that, at the time it enters into a Cash Management Agreement with a Loan Party or any Subsidiary, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Cash Management Agreement (even if such Person ceases to be a Lender or such Person’s Affiliate ceased to be a Lender); provided, however, that for any of the foregoing to be included as a “Secured Cash Management Agreement” on any date of determination by the Administrative Agent, the applicable Cash Management Bank (other than the Administrative Agent or an Affiliate of the Administrative Agent) must have delivered a Secured Party Designation Notice to the Administrative Agent prior to such date of determination.

“CFC” means a Person that is a controlled foreign corporation under Section 957 of the Code in which the Borrower or any Loan Party is a United States shareholder within the meaning of Section 951(b) of the Code.

“Change in Law” means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in the implementation thereof and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.

“Change of Control” means an event or series of events by which:

(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) other than the Permitted Holders becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 25% or more of the equity securities of Pubco entitled to vote for members of the board of directors or equivalent governing body of Pubco on a fully-diluted basis (and taking into account all such securities that such “person” or “group” has the right to acquire pursuant to any option right); or

(b) during any period of twenty-four (24) consecutive months, a majority of the members of the board of directors or other equivalent governing body of Pubco, after giving effect to the De-SPAC Transaction, cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was nominated, appointed or approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was nominated, appointed or approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; or

 

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(c) any Person, other than a Permitted Holder, Controls Pubco; or

(d) (d) Pubco ceases to own and control, of record and beneficially, directly or indirectly, (i) prior to the Intermediate Blocker Effective Date 100% of the Equity Interests in each Loan Party (other than Pubco) and (ii) on and following the Intermediate Blocker Effective Date (a) 100% of the Equity Interests in each Loan Party (other than Pubco and Intermediate Blocker) and (b) 99% of the Equity Interests in Intermediate Blocker prior to the Intermediate Blocker Merger Date and, unless Intermediate Blocker ceases to exist in accordance with Section 7.04, 100% of the Equity Interests in Intermediate Blocker on and after the Intermediate Blocker Merger Date; or

(e) any event, transaction or series of transactions resulting with no Equity Interests of Pubco being listed on the NYSE, NASDAQ or any other U.S. stock exchange or otherwise listed on a public trading market.

For the avoidance of doubt, the De-SPAC Transaction shall not be a Change of Control.

“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans or Term Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Commitment or Term Commitment.

“Closing Date” means the date hereof.

“Closing Date Acquisition” means the acquisition by Eagle Concrete of (i) 100% of the membership interests of Eagle Redi-Mix Concrete, LLC and (ii) 100% of the membership interests of Ram Transportation, LLC pursuant to the Closing Date MIPA.

“Closing Date Acquisition Documents” means (i) the Membership Interest Purchase Agreement dated as of July 29, 2024 by and among (a) the members of Eagle Redi-Mix Concrete, LLC and Ram Transportation, LLC, (b) Eagle Redi-Mix Concrete, LLC, (c) Ram Transportation, LLC and (d) Eagle Concrete (the “Closing Date MIPA”) and (ii) all other agreements, documents and instruments delivered in connection therewith, including all annexes, appendices, exhibits and schedules thereto.

“Closing Date Equity Contribution” means a cash capital contribution to the Borrower made by Holdings on the Closing Date in an aggregate amount not less than $57,900,000, the proceeds of which shall be used to fund a portion of the Closing Date Acquisition.

“Closing Date Targets” means Eagle Redi-Mix Concrete, LLC and RAM Transportation, LLC.

“CME” means CME Group Benchmark Administration Limited.

“Co-Investors” means (a) the Management Group, and (b)(i) any Person (other than the Sponsor or the Management Group) who is a holder of Equity Interests in Holdings (or any of the direct or indirect parent companies of Holdings) on the Closing Date (including as a result of any rollover equity) and (ii) an Affiliate of any such Person.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

 

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“Collateral” means all of the “Collateral” referred to in the Collateral Documents and all of the other property that is or is intended under the terms of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties.

“Collateral Account” has the meaning specified in Section 2.03(q)(i).

“Collateral Documents” means, collectively, the Security Agreement, the Perfection Certificate, the Qualifying Control Agreements, each Joinder Agreement, each of the collateral assignments, security agreements, pledge agreements, account control agreements or other similar agreements delivered to the Administrative Agent pursuant to Section 6.14, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.

“Commitment” means a Term Commitment, a Revolving Commitment, or an Incremental Commitment, as the context may require.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Communication” means this Agreement, any Loan Document and any document, any amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to any Loan Document.

“Compliance Certificate” means a certificate substantially in the form of Exhibit C.

“Conforming Changes” means, with respect to the use, administration of or any conventions associated with SOFR or any proposed Successor Rate or Term SOFR, as applicable, any conforming changes to the definitions of “Base Rate”, “SOFR”, “Term SOFR” and “Interest Period”, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definitions of “Business Day” and “U.S. Government Securities Business Day”, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such rate exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated” means, when used with reference to financial statements or financial statement items of the Pubco and its Subsidiaries or any other Person, such statements or items on a consolidated basis in accordance with the consolidation principles of GAAP.

“Consolidated EBITDA” means, for any period, the sum of the following determined on a Consolidated basis, without duplication, for Pubco and its Subsidiaries in accordance with GAAP:

(a) Consolidated Net Income for the most recently completed Measurement Period plus

 

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(b) the following to the extent deducted in calculating such Consolidated Net Income (without duplication):

(i) Consolidated Interest Charges,

(ii) the provision for taxes based on income, profits or capital of Pubco and its Subsidiaries, including, without limitation, federal, state, franchise, excise and similar taxes paid or accrued for such period (after giving effect to any tax credit or tax refunds for such period),

(iii) depreciation and amortization expense,

(iv) (A) non-cash equity based compensation expense for such period and (B) other non-cash charges, non-cash expenses or non-cash losses but excluding (x) any non-cash charge, loss or expense that is an accrual of a reserve for a cash expense or payment to be made, or anticipated to be made, in a future period and (y) any expenses or charges related to the write-down or write-off of accounts receivable and other current assets,

(v) the amount of any management fees and any expenses paid to the Management Entity pursuant to the Management Agreement for such period to the extent not prohibited by this Agreement,

(vi) to the extent expensed, Transaction Costs incurred during such period (but excluding any non-cash charge, loss or expense that is an accrual of a reserve for a cash expense or payment to be made, or anticipated to be made, in a future period); provided that, the aggregate amount added back pursuant to this clause (vi) for any period shall not exceed an amount equal to twenty percent (20%) of Consolidated EBITDA for such period (determined prior to giving effect to such add-back),

(vii) to the extent incurred after the Closing Date and expensed, reasonable and documented out-of-pocket costs, fees and expenses incurred by the Borrower and its Subsidiaries in connection with (A) any amendments, consents or waivers to or under this Agreement or the other Loan Documents or the negotiation, execution and delivery of additional Loan Documents and (B) one time transaction fees and expenses incurred with the closing of the First Amendment Effective Date Acquisition and the transactions contemplated thereby, not to exceed $6,000,000 in the aggregate,

(viii) proceeds from business interruption insurance received by the Borrower or any of its Subsidiaries in such period in an amount representing the earnings for such period that such proceeds are intended to replace (to the extent (A) not reflected as revenue or income in Consolidated Net Income and (B) that the related loss was deducted (and not added back) in the calculation of Consolidated Net Income),

(ix) any non-recurring charges, costs and expenses incurred in connection with restructuring projects, integration of acquired business and acquired assets, the closure and/or consolidation of facilities, and termination, severance and reduction in work force expenses; provided, that, the aggregate amount added back pursuant to this clause (ix) for any period shall not exceed an amount equal to ten percent (10%) of Consolidated EBITDA for such period (determined prior to giving effect to such add-back),

(x) the Specified Ready Mix EBITDA Addbacks,

 

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(xi) (A) one time Transaction Costs incurred in connection with the De-SPAC Transaction, not to exceed $55,000,000 in the aggregate, and (B) non-cash charges, non-cash expenses or non-cash losses, if any, resulting from the consummation of the De-SPAC Transaction arising from (1) the issuances of Equity Interests pursuant to the Omnibus Incentive Plan and the ESPP (as each such term is defined in the De-SPAC Combination Agreement) and (2) the Management Aggregator Distribution, the PIPE Investment, the issuance and transfer of the Dothan Independent Closing Shares and the issuance and transfer of the Dothan Founder Shares, any redemption of the SPAC Warrants, the Company Incentive Unit Share Consideration, the Aggregate Company Preferred Unit Share Consideration (whether such redemption or exchange in made in respect of some or all of the Aggregate Company Preferred Units), the Aggregate Company Merger Consideration and the SPAC Consideration (as each such term is defined in the De-SPAC Combination Agreement), to the extent a good faith estimate of such non-cash charges, non-cash expenses or non-cash losses has been previously disclosed to the Administrative Agent prior to the Second Amendment Effective Date, (3) other add-backs to Consolidated Net Income with respect to the De-SPAC Transaction as agreed to by the Administrative Agent and the Borrower in a writing signed after the De-SPAC Closing Date, and

(xii) other add-backs to Consolidated Net Income as agreed to by the Administrative Agent and the Borrower in a writing signed after the Closing Date less

(c) without duplication and to the extent reflected as a gain or otherwise included in the calculation of Consolidated Net Income for such period, non-cash gains (excluding any such non-cash gains to the extent (i) there were cash gains with respect to such gains in past accounting periods or (ii) there is a reasonable expectation that there will be cash gains with respect to such gains in future accounting periods).

Notwithstanding anything to the contrary in the foregoing of this definition of “Consolidated EBITDA”, the sum of the amounts added to Consolidated EBITDA in reliance on clauses (b)(iv)(B), (b)(vii), (b)(viii), (b)(ix), (b)(x) and (b)(xii), of this definition shall not exceed, in the aggregate during any four (4) Fiscal Quarter period, 20% of Consolidated EBITDA for such period (calculated prior to adding back any amounts in reliance on clauses (b)(iv)(B), (b)(vii), (b)(viii), (b)(ix), (b)(x) and (b)(xii) of this definition).

“Consolidated Fixed Charge Coverage Ratio” means,

(A) for all periods occurring prior to the De-SPAC Closing Date, as of any date of determination, the ratio of (a) (i) Consolidated EBITDA less (ii) the aggregate amount of all non-financed cash Capital Expenditures (other than (x) the Specified Capital Expenditures, (y) expenditures made with Net Cash Proceeds of Dispositions of other fixed assets or casualty to fixed assets, in each case, which such Net Cash Proceeds are permitted to be reinvested by the terms of this Agreement and (z) the Sandplant Deferred Payment) to (b) the sum of (i) Consolidated Interest Charges to the extent paid in cash, (ii) the aggregate principal amount of all redemptions or similar acquisitions for value of outstanding debt for borrowed money, regularly scheduled principal payments on Consolidated Funded Indebtedness (determined without giving effect to any reduction of such scheduled principal payments resulting from the application of any voluntary or optional prepayments made during such period), but excluding any such payments to the extent refinanced through the incurrence of additional Indebtedness otherwise expressly permitted under Section 7.02, (iii) the aggregate amount of Restricted Payments consisting of dividends and other distributions paid to Preferred Equity Holders, (iv) the aggregate amount of all other Restricted Payments including Permitted Tax Distributions (as defined in this Agreement prior to giving effect to the Second Amendment), earnouts and management fees paid in cash to the Management Entity (other than, for the avoidance of doubt, payment of the Sandplant Deferred Amount), (v) the aggregate amount of federal, state, local and foreign income taxes paid in cash, in each case, of or by Holdings and its Subsidiaries for the most recently completed Measurement Period, and

 

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(B) for all periods occurring after the De-SPAC Closing Date, as of any date of determination, the ratio of (a) (i) Consolidated EBITDA less (ii) the aggregate amount of all non-financed cash Capital Expenditures (other than (x) the Specified Capital Expenditures, (y) expenditures made with Net Cash Proceeds of Dispositions of other fixed assets or casualty to fixed assets, in each case, which such Net Cash Proceeds are permitted to be reinvested by the terms of this Agreement and (z) the Sandplant Deferred Payment) to (b) the sum of (i) Consolidated Interest Charges to the extent paid in cash, (ii) the aggregate principal amount of all redemptions or similar acquisitions for value of outstanding debt for borrowed money, regularly scheduled principal payments on Consolidated Funded Indebtedness (determined without giving effect to any reduction of such scheduled principal payments resulting from the application of any voluntary or optional prepayments made during such period), but excluding any such payments to the extent refinanced through the incurrence of additional Indebtedness otherwise expressly permitted under Section 7.02, (iii) the aggregate amount of Restricted Payments consisting of dividends and other distributions paid to Preferred Pubco Equity Holders (including all Preferred Pubco Distributions), (iv) the aggregate amount of all Restricted Payments paid in cash (other than (A) payment of the Sandplant Deferred Amount and (B) payments made to repurchase, redeem, retire or otherwise acquire for value of all or any portion of the Permitted Preferred Pubco Equity so long as such payment is (1) permitted by Section 7.06(h) and (2) made within 180 days of the De-SPAC Closing Date) and (v) the aggregate amount of federal, state, local and foreign income taxes paid in cash, in each case, of or by Pubco and its Subsidiaries for the most recently completed Measurement Period.

“Consolidated Funded Indebtedness” means, as of any date of determination, for Pubco and its Subsidiaries on a Consolidated basis, the sum of: (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) all purchase money Indebtedness; (c) the maximum amount available to be drawn under issued and outstanding letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; (d) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business); (e) all Attributable Indebtedness; (f) all obligations to purchase, redeem, retire, defease or otherwise make any payment prior to the Maturity Date in respect of any Equity Interests or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (g) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (f) above of Persons other than the Borrower or any Subsidiary; and (h) all Indebtedness of the types referred to in clauses (a) through (g) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which Pubco or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to Pubco or such Subsidiary. Notwithstanding the foregoing, the term “Consolidated Funded Indebtedness” shall exclude (i) obligations with respect to the Sandplant Deferred Payment, (ii) prior to the De-SPAC Closing Date, obligations with respect to the Preferred Equity and Senior Preferred Equity and (iii) obligations with respect to the Preferred Pubco Equity.

“Consolidated Interest Charges” means, for any Measurement Period, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, (b) all interest paid or payable with respect to discontinued operations and (c) the portion of rent expense under Capitalized Leases that is treated as interest in accordance with GAAP, in each case, of or by Pubco and its Subsidiaries on a Consolidated basis for the most recently completed Measurement Period.

 

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“Consolidated Net Income” means, at any date of determination, the net income (or loss) of Pubco and its Subsidiaries on a Consolidated basis for the most recently completed Measurement Period; provided that Consolidated Net Income shall exclude (a) extraordinary gains and extraordinary losses for such Measurement Period, (b) the net income of any Subsidiary during such Measurement Period to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of such income is not permitted by operation of the terms of its Organization Documents or any agreement, instrument or Law applicable to such Subsidiary during such Measurement Period, except that Pubco’s equity in any net loss of any such Subsidiary for such Measurement Period shall be included in determining Consolidated Net Income, and (c) any income (or loss) for such Measurement Period of any Person if such Person is not a Subsidiary, except that Pubco’s equity in the net income of any such Person for such Measurement Period shall be included in Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such Measurement Period to Pubco or a Subsidiary as a dividend or other distribution (and in the case of a dividend or other distribution to a Subsidiary, such Subsidiary is not precluded from further distributing such amount to Pubco as described in clause (b) of this proviso).

“Consolidated Senior Funded Indebtedness” means, as of any date of determination, the sum of (a) Consolidated Funded Indebtedness as of such date minus (b) Subordinated Debt of Pubco and its Subsidiaries on a Consolidated basis, as of such date.

“Consolidated Senior Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Senior Funded Indebtedness as of such date to (b) Consolidated EBITDA of Pubco and its Subsidiaries for the most recently completed Measurement Period.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Cost of Acquisition” means, with respect to any Acquisition, as at the date of entering into any agreement therefor, the sum of the following (without duplication): (a) the value of the Equity Interests of Pubco or any Subsidiary to be transferred in connection with such Acquisition, (b) the amount of any cash and fair market value of other property (excluding property described in clause (a) and the unpaid principal amount of any debt instrument) given as consideration in connection with such Acquisition, (c) the amount (determined by using the face amount or the amount payable at maturity, whichever is greater) of any Indebtedness incurred, assumed or acquired by Pubco or any Subsidiary in connection with such Acquisition, (d) all additional purchase price amounts in the form of earnouts and other contingent obligations that should be recorded on the financial statements of Pubco and its Subsidiaries in accordance with GAAP in connection with such Acquisition, (e) all amounts paid in respect of covenants not to compete and consulting agreements that should be recorded on the financial statements of Pubco and its Subsidiaries in accordance with GAAP, and other affiliated contracts in connection with such Acquisition, and (f) the aggregate fair market value of all other consideration given by Pubco or any Subsidiary in connection with such Acquisition. For purposes of determining the Cost of Acquisition for any transaction, the Equity Interests of Pubco shall be valued in accordance with GAAP.

“Covered Entity” means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

 

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“Cure Expiration Date” has the meaning specified in Section 8.03(a).

“Daily Simple SOFR” with respect to any applicable determination date means the SOFR published on such date on the Federal Reserve Bank of New York’s website (or any successor source).

“De-SPAC Closing Date” means the Closing Date (as defined in the De-SPAC Combination Agreement).

“De-SPAC Combination Agreement” means that certain Business Combination Agreement, dated as of October 9, 2025, by and among Haymaker Acquisition Corp. 4, Haymaker Merger Sub I, Inc., Haymaker Merger Sub II, LLC and Suncrete, Inc., as amended, restated, supplemented or otherwise modified from time to time.

“De-SPAC Transaction” means (a) the Mergers (as defined in the De-SPAC Combination Agreement) and each other transaction contemplated by the De-SPAC Combination Agreement, including, but not limited to, the Domestication, the Initial Closing, the Acquisition Closing (as each such term is defined in the De-SPAC Combination Agreement) and the performance of the De-SPAC Combination Agreement and all schedules, exhibits and ancillary agreements thereto, (b) the redemption and cancellation of senior preferred Equity Interests pursuant to Section 3.01(b)(iii) of the De-SPAC Combination Agreement, (c) the cancellation and conversion of certain other Equity Interests of Holdings, as applicable, in accordance with Section 3.01 of the De-SPAC Combination Agreement, (d) the issuance and transfer of the Dothan Independent Closing Shares and Dothan Founder Shares (as defined in the De-SPAC Combination Agreement) in accordance with the De-SPAC Combination Agreement, (e) the PIPE Investment and any additional shares issued at a price per share that equals or exceeds the price per share pursuant to the PIPE Investment and otherwise on substantially similar terms as the PIPE Investment through the De-SPAC Closing Date, the Omnibus Incentive Plan and the ESPP (as each such term is defined in the De-SPAC Combination Agreement), and (f) and each other transaction reasonably necessary or appropriate to consummate the foregoing transactions in accordance with the terms of the De-SPAC Combination Agreement.

“Debt Issuance” means the issuance by any Loan Party or any Subsidiary of any Indebtedness other than Indebtedness permitted under clauses (a) through (f) of Section 7.02.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means (a) with respect to any Obligation for which a rate is specified, a rate per annum equal to two percent (2%) in excess of the rate otherwise applicable thereto and (b) with respect to any Obligation for which a rate is not specified or available, a rate per annum equal to the Base Rate plus the Applicable Rate for Revolving Loans that are Base Rate Loans plus two percent (2%), in each case, to the fullest extent permitted by Applicable Law.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

 

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“Defaulting Lender” means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two (2) Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, the L/C Issuer or the Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, the L/C Issuer, the Swingline Lender and each other Lender promptly following such determination.

“Deferred Payment Certificate” has the meaning given to such term in the Deferred Payment Subordination Agreement.

“Deferred Payment Subordination Agreement” means that certain Deferred Payment Subordination Agreement, dated as of the First Amendment Effective Date, executed by the Subordinated Creditors (as defined therein), the Administrative Agent, and the Loan Parties (other than Pubco) and pursuant to which the payment of the Sandplant Deferred Payment is subordinated in right of payment to the prior payment of the Obligations.

“Designated Jurisdiction” means any country or territory to the extent that such country or territory is the subject of any Sanction.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback Transaction) of any property by any Loan Party or Subsidiary (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. The term “Disposition” shall not be deemed to include any Equity Issuance.

 

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“Disqualified Equity Interests” means, with respect to any Person, any Equity Interest of such Person which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event or condition (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, (b) is redeemable or is required to be repurchased by such Person or any of its Affiliates at the option of the holder thereof, in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the Maturity Date; provided that, any such Equity Interests that would constitute Disqualified Equity Interests solely because the holders thereof have the right to require the Borrower or an Affiliate thereof to repurchase or redeem such Equity Interests upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Equity Interests so long as the terms of such Equity Interests provide that such repurchase or redemption is (i) not required unless permitted under this Agreement or (ii) subject to the prior payment in full of the Obligations and the termination of the Aggregate Commitments.

“Dollar” and “$” mean lawful money of the United States.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia.

“Eagle Concrete” means Eagle Concrete Holdings, LLC, a Delaware limited liability company and wholly-owned Subsidiary of the Borrower.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a Subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 11.06 (subject to such consents, if any, as may be required under Section 11.06(b)(iii)).

“Environment” means ambient air, indoor air, surface water, groundwater, drinking water, soil, surface and subsurface strata, and natural resources such as wetland, flora and fauna.

 

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“Environmental Laws” means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, agreements or governmental restrictions relating to pollution and the protection of the Environment (to the extent related to exposure to hazardous materials), including those relating to the manufacture, generation, handling, transport, storage, treatment, Release or threat of Release of Hazardous Materials, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, directly or indirectly relating to (a) any violation of an Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, certification, registration, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“Equity Issuance” means, any issuance by any Loan Party or any Subsidiary to any Person of its Equity Interests, other than (a) any issuance of its Equity Interests pursuant to the exercise of options or warrants, (b) any issuance of its Equity Interests pursuant to the conversion of any debt securities to equity or the conversion of any class of equity securities to any other class of equity securities, (c) any issuance of options or warrants relating to its Equity Interests, (d) any issuance by Pubco of its Equity Interests as consideration for an Acquisition or other Investment permitted by Section 7.03 (including, without limitation, the issuances in connection with the creation of Intermediate Blocker or the Intermediate Blocker Exchange Agreement and Intermediate Blocker Contribution Agreement), (e) any issuance by Pubco of its Equity Interests in connection with the De-SPAC Transaction, whether issued on or before the De-SPAC Closing Date or within 60 days thereafter (or 90 days thereafter with the consent of the Administrative Agent in its sole discretion), including, without limitation, in connection with the Management Aggregator Distribution, the PIPE Investment, the Dothan Independent Closing Shares, the Dothan Founder Shares, the Omnibus Incentive Plan and the ESPP (as each such term is defined in the De-SPAC Combination Agreement), (f) any issuance by Pubco of Permitted Preferred Pubco Equity, (g) any Specified Equity Contribution and (h) the issuance of Equity Interests of Pubco or equity-based awards to any officer, director, employee or consultant of Pubco or any of its Subsidiaries in the ordinary course of business under any employee stock option or stock purchase plan or employee benefit plan or similar plan in existence from time to time, including, without limitation, the Omnibus Incentive Plan and the ESPP. For the avoidance of doubt, the issuance of any Preferred Pubco Equity, other than Permitted Preferred Pubco Equity, shall be deemed to be an “Equity Issuance” hereunder. The term “Equity Issuance” shall not be deemed to include any Disposition or any Debt Issuance.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

 

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“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Sections 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is insolvent; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate or (i) a failure by the Borrower or any ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules in respect of a Pension Plan, whether or not waived, or the failure by the Borrower or any ERISA Affiliate to make any required contribution to a Multiemployer Plan.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Event of Default” has the meaning specified in Section 8.01.

“Exchange Act” means the Securities Exchange Act of 1934, including all amendments thereto and regulations promulgated thereunder.

“Excluded Property” means, with respect to any Loan Party, (a) any contract rights (other than rights relating to the proceeds of accounts and rights to payments of any nature) to the extent and for so long as such contractual right, by its terms or because of applicable law, prohibits the creation or granting of a security interest (but only to the extent any such prohibition is not rendered ineffective by, or is not otherwise unenforceable under, the UCC or other applicable Law), (b) any owned or leased real property and any fixtures located thereon or affixed thereto, unless requested by the Administrative Agent or the Required Lenders, provided that no such request shall be permitted to the extent such owned or leased property has a fair market value of less than $2,000,000, (c) unless requested by the Administrative Agent or the Required Lenders, any Intellectual Property for which a perfected Lien thereon is not effected either by filing of a UCC financing statement or by appropriate evidence of such Lien being filed in either the United States Copyright Office or the United States Patent and Trademark Office, (d) the Equity Interests of any Foreign Subsidiary of any Loan Party to the extent not required to be pledged to secure the Secured Obligations pursuant to the Collateral Documents, (e) any property which, subject to the terms of Section 7.02(c), is subject to a Lien of the type described in Section 7.01(i) pursuant to documents that prohibit such Loan Party from granting any other Liens in such property, (f) any aircraft, airframe, aircraft engine or related property that is subject to a Lien of the type described in Section 7.01(o) pursuant to documents that prohibit such Loan Party from granting any other Liens in such property, and (g) any of the following accounts (collectively, “Excluded Accounts”) and the amounts properly contained therein or credited thereto: (i) any payroll accounts, (ii) any pension and pension reserve accounts, and (iii) any employee benefit accounts; provided that any amount improperly deposited in the Excluded Accounts shall nevertheless constitute Collateral.

 

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“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a Lien to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 10.11 and any other “keepwell”, support or other agreement for the benefit of such Guarantor and any and all guarantees of such Guarantor’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Guarantor, or grant by such Guarantor of a Lien, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a Master Agreement governing more than one Swap Contract, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swap Contracts for which such Guaranty or Lien is or becomes excluded in accordance with the first sentence of this definition.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 11.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Sections 3.01(b) or (d), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(f) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

“Extraordinary Receipt” means any cash received by or paid to or for the account of any Person not in the ordinary course of business, including tax refunds, pension plan reversions, proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings and proceeds of Involuntary Dispositions), indemnity payments and any purchase price adjustments; provided, however, that an Extraordinary Receipt shall not include cash receipts from proceeds of insurance or indemnity payments to the extent that such proceeds, awards or payments are received by any Person in respect of any third party claim against such Person and applied to pay (or to reimburse such Person for its prior payment of) such claim and the costs and expenses of such Person with respect thereto.

“Facility” means the Term Facility or the Revolving Facility, as the context may require.

“Facility Termination Date” means the date as of which all of the following shall have occurred: (a) the Aggregate Commitments have terminated, (b) all Obligations have been paid in full (other than contingent indemnification obligations), and (c) all Letters of Credit have terminated or expired (other than Letters of Credit as to which other arrangements with respect thereto satisfactory to the Administrative Agent and the L/C Issuer shall have been made).

“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

 

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“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any intergovernmental agreement, treaty or convention among Governmental Authorities (and related fiscal or regulatory legislation, or related official rules or practices) implementing the foregoing.

“Federal Funds Rate” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided that if the Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“Fee Letter” means the letter agreement, dated as of July 25, 2023, between SunTx Capital III Management Corp., a Texas corporation, the Administrative Agent and the Arranger, as amended pursuant to that certain letter agreement dated March 18, 2024.

“Financial Covenants” means the covenants set forth in Section 7.11(a) and Section 7.11(b).

“First Amendment” means that certain First Amendment and Increase to Credit Agreement, dated as of October 17, 2025, by and among the Borrower, the other Loan Parties (other than Pubco) party thereto, the Administrative Agent, the First Amendment Incremental Term Lenders, the Revolving Lenders, and the other Lenders party thereto.

“First Amendment Effective Date” means the date that all of the conditions to effectiveness set forth in Section 6 of the First Amendment are satisfied.

“First Amendment Effective Date Acquisition” means the acquisition by Eagle Redi-Mix Concrete, LLC of the assets of the First Amendment Effective Date Seller pursuant to the First Amendment Effective Date Asset Purchase Agreement.

“First Amendment Effective Date Acquisition Documents” means (i) the Asset Purchase and Contribution Agreement dated as of October 17, 2025 by and among Eagle Redi-Mix Concrete, LLC, the First Amendment Effective Date Seller, each equity holder of the First Amendment Effective Date Seller (each an “Owner” and collectively, the “Owners”) and certain other individuals (the “Acquisition Transaction Beneficiaries”) (the “First Amendment Effective Date Asset Purchase Agreement”) and (ii) all other agreements, documents and instruments delivered in connection therewith, including all annexes, appendices, exhibits and schedules thereto.

“First Amendment Effective Date Rollover Equity” means the Preferred Equity being issued in connection with the First Amendment Effective Date Acquisition in an aggregate amount not less than $20,000,000.

“First Amendment Effective Date Seller” means SRM, Inc. DBA Schwarz Ready Mix, an Oklahoma corporation (together with one or more of its affiliates).

“First Amendment Fee Letter” means the letter agreement, dated as of July 14, 2025, between Borrower, the Administrative Agent, and the Arranger.

 

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“First Amendment Incremental Term Commitment” means, as to each First Amendment Incremental Term Lender, its Incremental Term Commitments effective pursuant to Section 2(a) of the First Amendment. The aggregate amount of all First Amendment Incremental Term Commitments of the First Amendment Incremental Term Lenders on the First Amendment Effective Date shall be $75,0000,000.

“First Amendment Incremental Term Lenders” means those Term Lenders agreeing to make Additional Term Loans on the First Amendment Effective Date pursuant to Section 2.01(c) and the First Amendment.

“First Pubco Reporting Quarter” has the meaning specified in Section 6.01(b)(ii).

“Fiscal Quarter” means (a) prior to the De-SPAC Closing Date, any of the quarterly accounting periods of Holdings and the Subsidiaries ending on March 31, June 30, September 30 and December 31 of each Fiscal Year and (b) from and after the De-SPAC Closing Date, any of the quarterly accounting periods of Pubco and the Subsidiaries ending on March 31, June 30, September 30 and December 31 of each Fiscal Year.

“Fiscal Year” means (a) prior to the De-SPAC Closing Date, the fiscal year of Holdings and the Subsidiaries, which period shall be the 12-month period ending on December 31 of each year and (b) from and after the De-SPAC Closing Date, the fiscal year of Pubco and the Subsidiaries, which period shall be the 12-month period ending on December 31 of each year.

“Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“Fourth Amendment” means that certain Limited Consent and Fourth Amendment to Credit Agreement, dated as of April 28, 2026, by and among the Borrower, the other Loan Parties party thereto, the Administrative Agent, and the Lenders party thereto.

“Fourth Amendment Effective Date” means the date that all of the conditions to effectiveness set forth in Section 4 of the Fourth Amendment are satisfied.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fronting Exposure” means, at any time there is a Defaulting Lender that is a Revolving Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swingline Lender, such Defaulting Lender’s Applicable Percentage of Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders or Cash Collateralized in accordance with the terms hereof.

“FSHCO” means any Subsidiary substantially all of the assets of which constitute the Equity Interests and/or Indebtedness of one or more Subsidiaries that are CFCs.

 

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“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“Funding Indemnity Letter” means a funding indemnity letter, substantially in the form of Exhibit N.

“GAAP” means generally accepted accounting principles in the United States set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the accounting profession) including, without limitation, the FASB Accounting Standards Codification, that are applicable to the circumstances as of the date of determination, consistently applied and subject to Section 1.03.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including, without limitation, any supra-national bodies such as the European Union or the European Central Bank).

“Governmental Requirement” means any law, statute, code, ordinance, order, determination, rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, rules of common law, authorization or other directive or requirement, whether now or hereinafter in effect, of any Governmental Authority.

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness of the kind described in clauses (a) through (g) of the definition thereof or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness of the kind described in clauses (a) through (g) of the definition thereof or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed or expressly undertaken by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guaranteed Obligations” has the meaning set forth in Section 10.01.

“Guarantors” means, collectively, (a) Pubco, (b) the Subsidiaries of Pubco (other than the Borrower) as are or may from time to time become parties to this Agreement pursuant to Section 6.13 and (c) with respect to Additional Secured Obligations owing by any Loan Party or any of its Subsidiaries and any Swap Obligation of a Specified Loan Party (determined before giving effect to Sections 10.01 and 10.11) under the Guaranty, the Borrower.

 

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“Guaranty” means, collectively, the Guarantee made by the Guarantors under Article X in favor of the Secured Parties, together with each other guaranty delivered pursuant to Section 6.13.

“Haymaker Subsidiary” means Haymaker Acquisition Corp. 4, a Delaware corporation.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, natural gas, natural gas liquids, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, toxic mold, infectious or medical wastes and all other substances, wastes, chemicals, pollutants, contaminants or compounds of any nature in any form regulated pursuant to any Environmental Law.

“Hedge Bank” means any Person in its capacity as a party to a Swap Contract that, at the time it enters into a Swap Contract not prohibited under Articles VI or VII, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Swap Contract (even if such Person ceases to be a Lender or such Person’s Affiliate ceased to be a Lender); provided, in the case of a Secured Hedge Agreement with a Person who is no longer a Lender (or Affiliate of a Lender), such Person shall be considered a Hedge Bank only through the stated termination date (without extension or renewal) of such Secured Hedge Agreement and provided further that for any of the foregoing to be included as a “Secured Hedge Agreement” on any date of determination by the Administrative Agent, the applicable Hedge Bank (other than the Administrative Agent or an Affiliate of the Administrative Agent) must have delivered a Secured Party Designation Notice to the Administrative Agent prior to such date of determination.

“Holdings” means Concrete Partners Holding, LLC, a Delaware limited liability company.

“Holdings LLC Agreement” means that certain Second Amended and Restated Limited Liability Company Agreement of Holdings dated as of the De-SPAC Closing Date (as in effect on the De-SPAC Closing Date or as modified in accordance with Section 7.12(a) of this Agreement).

“Increase Effective Date” has the meaning specified in Section 2.16(a).

“Increase Joinder” has the meaning specified in Section 2.16(c).

“Incremental Commitments” means Incremental Revolving Commitments and/or Incremental Term Commitments.

“Incremental Revolving Commitment” has the meaning specified in Section 2.16(a).

“Incremental Term Commitment” has the meaning specified in Section 2.16(a).

“Incremental Term Loan Maturity Date” has the meaning specified in Section 2.16(c).

“Incremental Term Loans” means any loans made pursuant to any Incremental Term Commitments.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

 

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(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(c) net obligations of such Person under any Swap Contract;

(d) all obligations (including, without limitation, earnout obligations which have been earned and remain unpaid) of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business and not past due for more than ninety (90) days after the date on which such trade account was created);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) all Attributable Indebtedness in respect of Capitalized Leases and Synthetic Lease Obligations of such Person and all Synthetic Debt of such Person;

(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and

(h) all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. For the avoidance of doubt, (A) prior to the De-SPAC Closing Date, the term “Indebtedness” shall exclude obligations with respect to Preferred Equity and Senior Preferred Equity and (B) for periods prior to and after the De-SPAC Closing Date, the term “Indebtedness” shall exclude obligations with respect to Preferred Pubco Equity.

“Indemnified Taxes” means all (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Indemnitee” has the meaning specified in Section 11.04(b).

“Information” has the meaning specified in Section 11.07(a).

“Intellectual Property” has the meaning set forth in the Security Agreement.

“Intercompany Debt” has the meaning specified in Section 7.02(d).

 

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“Interest Payment Date” means, (a) as to any Term SOFR Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided, however, that if any Interest Period for a Term SOFR Loan exceeds three (3) months, the respective dates that fall every three (3) months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan or Swingline Loan, the last Business Day of each March, June, September and December and the Maturity Date.

“Interest Period” means as to each Term SOFR Loan, the period commencing on the date such Term SOFR Loan is disbursed or converted to or continued as a Term SOFR Loan and ending on the date one, three or six months thereafter, as selected by the Borrower in its Loan Notice, or such other period that is twelve months or less requested by the Borrower and consented to by all the Appropriate Lenders and the Administrative Agent (in the case of each requested Interest Period, subject to availability); provided that:

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Term SOFR Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b) any Interest Period pertaining to a Term SOFR Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(c) no Interest Period shall extend beyond the Maturity Date.

“Intermediate Blocker” means Suncrete Intermediate, Inc., a Delaware corporation.

“Intermediate Blocker Contribution Agreement” means that certain contribution agreement to be dated concurrently with the Hope Acquisition (as defined in the Fourth Amendment), by and between Pubco and Intermediate Blocker whereby Pubco will contribute all of the Equity Interests in Holdings to Intermediate Blocker, following which Intermediate Blocker will become the sole equityholder of Holdings.

“Intermediate Blocker Effective Date” means the date of the Intermediate Blocker Contribution Agreement.

“Intermediate Blocker Exchange Agreement” means that certain exchange agreement dated as of the Intermediate Blocker Effective Date, by and among Intermediate Blocker, Intermediate Blocker Rollover Investor and Pubco, which provides (a) that the Equity Interests in Intermediate Blocker owned by Intermediate Blocker Rollover Investor may be exchanged solely for common Equity Interests in Pubco and (b) that such conversion into or exchange for Equity Interests in Pubco must occur on or before the third anniversary of the date of Intermediate Blocker Exchange Agreement and upon the occurrence of certain other events as set forth in the Intermediate Blocker Exchange Agreement.

“Intermediate Blocker Merger Date” means the date that Intermediate Blocker Disposes of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Pubco or merges into or consolidates with Pubco, in each case in accordance with Section 7.04(i).

“Intermediate Blocker Rollover Investor” means Foley Bros., LLC, a Texas limited liability company.

 

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“Intermediate Blocker Subordination Agreement” means that certain equity subordination agreement dated as of the Fourth Amendment Effective Date, by and among Intermediate Blocker, the Intermediate Blocker Rollover Investor and the Administrative Agent.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person (including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor guaranties Indebtedness of such other Person), or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person which constitute all or substantially all of the assets of such Person or of a division, line of business or other business unit of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“Involuntary Disposition” means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of any Loan Party or any Subsidiary.

“IRS” means the United States Internal Revenue Service.

“ISP” means the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof as may be in effect at the applicable time).

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit.

“Joinder Agreement” means a joinder agreement substantially in the form of Exhibit D executed and delivered in accordance with the provisions of Section 6.13.

“Landlord Waiver” means a landlord or warehouse waiver substantially in the form of Exhibit O.

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Advance” means, with respect to each Revolving Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Revolving Percentage.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Borrowing.

“L/C Commitment” means, with respect to the L/C Issuer, the commitment of the L/C Issuer to issue Letters of Credit hereunder. The initial amount of the L/C Issuer’s L/C Commitment is set forth on Schedule 1.01(b). The L/C Commitment of the L/C Issuer may be modified from time to time by agreement between the L/C Issuer and the Borrower and notified to the Administrative Agent.

 

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“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“L/C Disbursement” means a payment made by the L/C Issuer pursuant to a Letter of Credit.

“L/C Issuer” means Bank of America in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts (including all L/C Borrowings). For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“LCA Test” has the meaning specified in Section 1.09.

“Lender” means each of the Persons identified as a “Lender” on the signature pages hereto, each other Person that becomes a “Lender” in accordance with this Agreement and, their successors and assigns and, unless the context requires otherwise, includes the Swingline Lender.

“Lender Party” and “Lender Recipient Party” means collectively, the Lenders, the Swingline Lender and the L/C Issuer.

“Lending Office” means, as to the Administrative Agent, the L/C Issuer or any Lender, the office or offices of such Person described as such in such Person’s Administrative Questionnaire, or such other office or offices as such Person may from time to time notify the Borrower and the Administrative Agent; which office may include any Affiliate of such Person or any domestic or foreign branch of such Person or such Affiliate.

“Letter of Credit” means any standby letter of credit issued hereunder.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.

“Letter of Credit Expiration Date” means the day that is seven (7) days prior to the Maturity Date (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Fee” has the meaning specified in Section 2.03(m).

“Letter of Credit Sublimit” means, as of any date of determination, an amount equal to the lesser of (a) $5,000,000 and (b) the Revolving Facility. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Facility.

“Leverage Step-Up” has the meaning specified in Section 7.11(a).

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property and any financing lease having substantially the same economic effect as any of the foregoing).

 

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“Limited Condition Acquisition” means a Permitted Acquisition by Borrower or another Loan Party that is not conditioned on the availability of, or on obtaining, third party financing.

“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan, a Revolving Loan or a Swingline Loan.

“Loan Documents” means, collectively, (a) this Agreement, (b) the Notes, (c) the Guaranty, (d) the Collateral Documents, (e) the Fee Letter and the First Amendment Fee Letter, (f) each Issuer Document, (g) each Joinder Agreement, (h) the Management Fee Subordination Agreement, (i) any Preferred Equity Subordination Agreement, (j) any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.14, and (k) all other certificates, agreements and instruments executed and delivered, in each case, by or on behalf of any Loan Party pursuant to the foregoing (but specifically excluding any Secured Hedge Agreement or any Secured Cash Management Agreement) and any amendments, modifications or supplements thereto or to any other Loan Document or waivers hereof or to any other Loan Document; provided, however, that for purposes of Section 11.01, “Loan Documents” shall mean this Agreement, the Guaranty and the Collateral Documents.

“Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Term SOFR Loans, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit E or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

“Loan Parties” means, collectively, the Borrower and each Guarantor.

“Management Agreement” means that certain Management and Consulting Agreement between Management Entity and Pubco (as the assignee of the obligations of Holdings thereunder) dated as of July 29, 2024, as amended by that certain Amendment No. 1 to Management and Consulting Agreement, in the form of Exhibit E to the De-SPAC Combination Agreement, effective as of the De-SPAC Closing Date.

“Management Entity” means Dothan Concrete Investments Management, LLC, a Texas limited liability company, or any Sponsor-Controlled successor entity.

“Management Fee Subordination Agreement” means the Amended and Restated Management Fee Subordination Agreement, dated as of the De-SPAC Closing Date, executed by the Management Entity, Borrower, Pubco (as the assignee of Holdings) and the Administrative Agent.

“Management Group” shall mean the group consisting of the directors, managers, executive officers and other management personnel of the Borrower, any Subsidiary or Holdings, as the case may be, on the Closing Date after giving effect to the Transactions.

“Master Agreement” has the meaning set forth in the definition of “Swap Contract.”

“Material Acquisition” means any Acquisition for which the Cost of Acquisition paid by the Loan Parties and their Subsidiaries is equal to or greater than $25,000,000.

 

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“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent) or financial condition of the Loan Parties and their Subsidiaries taken as a whole; or (b) a material adverse effect on (i) the ability of any Loan Party to perform its Obligations under any Loan Document to which it is a party, (ii) the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party or (iii) the rights, remedies and benefits available to, or conferred upon, the Administrative Agent or any Lender under any Loan Documents.

“Material Contract” means, with respect to any Person, each contract or agreement (a) to which such Person is a party involving aggregate consideration payable to or by such Person of the Threshold Amount or more or (b) otherwise material to the business, condition (financial or otherwise), operations, performance, properties or prospects of such Person or (c) any other contract, agreement, permit or license, written or oral, of the Borrower and its Subsidiaries as to which the breach, nonperformance, cancellation or failure to renew by any party thereto, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

“Maturity Date” means (a) with respect to the Revolving Facility, July 29, 2029, (b) with respect to the Term Facility (including, for the avoidance of doubt, the Additional Term Loans), July 29, 2029, and (c) with respect to any Incremental Term Loans, the Incremental Term Loan Maturity Date; provided, however, that, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

“Measurement Period” means, at any date of determination, the most recently completed four (4) Fiscal Quarters (or, for purposes of determining Pro Forma Compliance, the most recently completed four (4) Fiscal Quarters for which financial statements have been delivered pursuant to Section 6.01).

“Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances, an amount equal to 103% of the Fronting Exposure of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time and (b) otherwise, an amount determined by the Administrative Agent and the L/C Issuer in their sole discretion.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five (5) plan years, has made or been obligated to make contributions.

“Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including the Borrower or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“Net Cash Proceeds” means the aggregate cash or Cash Equivalents proceeds received by any Loan Party or any Subsidiary in respect of any Disposition, Equity Issuance, Debt Issuance or Involuntary Disposition, net of (a) direct costs incurred in connection therewith (including, without limitation, legal, accounting and investment banking fees and sales commissions), (b) taxes paid or payable as a result thereof and (c) in the case of any Disposition or any Involuntary Disposition, the amount necessary to retire any Indebtedness secured by a Permitted Lien (ranking senior to any Lien of the Administrative Agent) on the related property; it being understood that “Net Cash Proceeds” shall include, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received by any Loan Party or any Subsidiary in any Disposition, Equity Issuance, Debt Issuance or Involuntary Disposition.

 

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“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders or all affected Lenders, or all Lenders or all affected Lenders in a Facility, in accordance with the terms of Section 11.01 and (b) has been approved by the Required Lenders.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Non-Extension Notice Date” has the meaning specified in Section 2.03(b).

“Note” means a Term Note or a Revolving Note, as the context may require.

“Notice of Intent to Cure” has the meaning specified in Section 8.03(a).

“Notice of Loan Prepayment” means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit R or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

“Obligations” means (a) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, or Letter of Credit and (b) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, expenses and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof pursuant to any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, expenses and fees are allowed claims in such proceeding; provided that, without limiting the foregoing, the Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Officer’s Certificate” means a certificate substantially the form of Exhibit L or any other form approved by the Administrative Agent.

“Organization Documents” means, (a) with respect to any corporation, the charter or certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement or limited liability company agreement (or equivalent or comparable documents with respect to any non-U.S. jurisdiction); (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization (or equivalent or comparable documents with respect to any non-U.S. jurisdiction) and (d) with respect to all entities, any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization (or equivalent or comparable documents with respect to any non-U.S. jurisdiction).

 

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“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 11.13).

“Outstanding Amount” means (a) with respect to Term Loans, Revolving Loans and Swingline Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any Borrowings and prepayments or repayments of Term Loans, Revolving Loans and Swingline Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts.

“Participant” has the meaning specified in Section 11.06(d).

“Participant Register” has the meaning specified in Section 11.06(d).

“Patriot Act” has the meaning specified in Section 11.19.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum funding standards with respect to Pension Plans and set forth in Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by the Borrower and any ERISA Affiliate or with respect to which the Borrower or any ERISA Affiliate has any liability and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

“Perfection Certificate” means the perfection and information certificate, executed in favor of the Administrative Agent by the Loan Parties.

“Permitted Acquisition” means an Acquisition by a Loan Party (other than Intermediate Blocker) (the Person or division, line of business or other business unit of the Person to be acquired in such Acquisition shall be referred to herein as the “Target”), in each case that is a type of business (or assets used in a type of business) permitted to be engaged in by the Borrower and its Subsidiaries pursuant to the terms of this Agreement, in each case so long as:

(a) no Default shall then exist or would exist after giving effect thereto;

 

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(b) the Loan Parties shall demonstrate to the reasonable satisfaction of the Administrative Agent that, after giving effect to the Acquisition on a Pro Forma Basis, (i) the Loan Parties are in Pro Forma Compliance and (ii) the Consolidated Senior Leverage Ratio shall be at least 0.25 to 1.0 less than the then applicable level set forth in Section 7.11(a) (after giving effect to any Leverage Step-Up to the extent the Borrower elects to have a Leverage Step-Up with respect to a Material Acquisition), calculated using the same Measurement Period used to determine Pro Forma Compliance;

(c) the Administrative Agent, on behalf of the Secured Parties, shall have received (or shall receive in connection with the closing of such Acquisition) a first priority perfected security interest in all property (including, without limitation, Equity Interests) acquired with respect to the Target in accordance with the terms of Section 6.14 and the Target, if a Person, shall have executed a Joinder Agreement in accordance with the terms of Section 6.13;

(d) the Administrative Agent and the Lenders shall have received not less than thirty (30) days prior to the consummation of any such Acquisition (i) a description of the material terms of such Acquisition, (ii) audited financial statements (or, if unavailable, management-prepared financial statements) of the Target for its two most recent Fiscal Years and for any Fiscal Quarters ended within the Fiscal Year to date, (iii) Consolidated projected income statements of the Borrower and its Subsidiaries (giving effect to such Acquisition), and (iv) not less than five (5) Business Days prior to the consummation of any Permitted Acquisition with a purchase price in excess of $10,000,000, a Permitted Acquisition Certificate, executed by a Responsible Officer of the Borrower certifying that such Permitted Acquisition complies with the requirements of this Agreement;

(e) the Target shall have earnings before interest, taxes, depreciation and amortization for the four (4) Fiscal Quarter period prior to the acquisition date in an amount greater than $0;

(f) such Acquisition shall not be a “hostile” Acquisition and shall have been approved by the board of directors (or equivalent) and/or shareholders (or equivalent) of the applicable Loan Party and the Target;

(g) after giving effect to such Acquisition and any Borrowings made in connection therewith, the aggregate principal amount of Revolving Loans available to be borrowed under Section 2.01(b) hereof shall be at least $2,000,000; and

(h) the Cost of Acquisition paid by the Loan Parties and their Subsidiaries (i) in connection with any single Acquisition shall not exceed $20,000,000 and (ii) for all Acquisitions made during the term of this Agreement shall not exceed $100,000,000; provided, further, that any earnouts or similar deferred or contingent obligations of any Borrower in connection with such Acquisition shall be subordinated to the Obligations in a manner and to the extent reasonably satisfactory to the Administrative Agent.

“Permitted Acquisition Certificate” means a certificate substantially the form of Exhibit T or any other form approved by the Administrative Agent.

“Permitted Airplane Financing” means Indebtedness of the Loan Parties incurred on or after the First Amendment Effective Date and all extensions, renewals or replacements of any such Indebtedness, which Indebtedness shall finance or refinance the purchase of and any renovation to an aircraft. For the avoidance of doubt, the BANA Permitted Airplane Financing is a “Permitted Airplane Financing.”

“Permitted Equipment Financings” means Indebtedness of the Loan Parties to any Lender party hereto (or any Affiliate of a Lender) incurred on or after the Closing Date and all extensions and renewals of any such Indebtedness, which Indebtedness shall finance or refinance certain equipment purchases of applicable Loan Parties; provided that (a) the stated maturity of such Indebtedness shall not be earlier than

 

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the date that is six (6) months after the Maturity Date, (b) any Liens granted with respect to such equipment securing the Secured Obligations that are required to be subordinated to the Liens granted with respect to such equipment securing such Indebtedness shall be subordinated on terms and conditions satisfactory to the Administrative Agent, and (c) to the extent that such Lender requires a grant of a Lien over Collateral (other than BALC Other Permitted Equipment Financing Collateral) that is broader than such equipment financed by such Indebtedness, such Lien shall be subordinated to the Liens granted under the Loan Documents on terms and conditions satisfactory to the Administrative Agent, including, but not limited to, by executing an intercreditor agreement, in form and substance acceptable to the Administrative Agent. For the avoidance of doubt, the BALC Permitted Equipment Financing is a “Permitted Equipment Financing.”

“Permitted Holders” means (a) Sponsor, (b) Co-Investors, (c) any spouse, and any parent, child, grandparent, sibling, parent-in-law or child-in-law of any of the foregoing Persons, (d) the estate of any of the foregoing Persons, (e) any trust or family partnership established by any part of the foregoing Persons primarily for the benefit of any of the foregoing Persons and Controlled by any such Person, (f) any other Person with respect to which at least fifty-one percent (51%) of the equity and voting Equity Interests are owned and Controlled by the foregoing Persons (or any combination thereof) and (g) any other Person for which Pubco provides Administrative Agent notice of a proposed transfer by a holder of Equity Interests in Pubco to such Person at least fifteen (15) days prior to such transfer and the Required Lenders have approved such transfer in their sole discretion.

“Permitted Liens” has the meaning set forth in Section 7.01.

“Permitted Preferred Pubco Equity” means Preferred Pubco Equity issued (a) on or about the De-SPAC Closing Date in redemption or exchange of the Senior Preferred Equity or (b) on or after the De-SPAC Closing Date with respect to payment of the Sandplant Deferred Payment.

“Permitted Transfers” means (a) Dispositions of inventory in the ordinary course of business; (b) Dispositions of property to the Borrower or any of its Subsidiaries; provided, that if the transferor of such property is a Loan Party then the transferee thereof must be a Loan Party; (c) Dispositions of accounts receivable in connection with the collection or compromise thereof; (d) licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the Borrower and its Subsidiaries; and (e) the sale or disposition of Cash Equivalents for fair market value.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of any Loan Party or any such Plan to which any Loan Party is required to contribute on behalf of any of its employees.

“Platform” has the meaning specified in Section 6.02.

“Pledged Equity” has the meaning specified in the Security Agreement.

“Preferred Equity” means the “Preferred Units” as such term is defined in the Holdings LLC Agreement as of any date of determination occurring prior to the De-SPAC Closing Date.

“Preferred Equity Holders” means the Senior Preferred Members and the Preferred Members.

 

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“Preferred Equity Subordination Agreement” means (i) that certain Preferred Equity Subordination Agreement of even date herewith, by and among Borrower, the Preferred Equity Holders and Administrative Agent, as amended, restated, supplemented or otherwise modified from time to time and (ii) any other Preferred Equity Subordination Agreement or joinder thereto, in form and substance satisfactory to Administrative Agent, executed by Borrower (or Pubco, as applicable), any Preferred Equity Holder or Preferred Pubco Equity Holder and Administrative Agent, as such agreements are amended, restated, supplemented or otherwise modified from time to time.

“Preferred Members” has the meaning ascribed to such term in the Holdings LLC Agreement as of any date of determination occurring prior to the De-SPAC Closing Date.

“Preferred Pubco Equity” means the Series A Convertible Perpetual Preferred Stock, par value $0.0001 per share, of Pubco which shall be (a) in form and substance satisfactory to the Administrative Agent (including dividend rate and any mandatory redemption date, if applicable, that exceeds the Maturity Date by at least six (6) months) and (b)(i) issued on or about the De-SPAC Closing Date in redemption or exchange of the Senior Preferred Equity, (ii) issued on or after the De-SPAC Closing Date with respect to payment of the Sandplant Deferred Payment, or (iii) issued on or after the De-SPAC Closing Date and permitted pursuant to this Agreement.

“Preferred Pubco Equity Holders” means any holders of Preferred Pubco Equity.

“Preferred Pubco Distribution” means a regularly scheduled dividend payment not to exceed the rate set forth in the certificates of designation with respect to the Preferred Pubco Equity as and when due and payable on a non-accelerated basis.

“Pro Forma Basis” and “Pro Forma Effect” mean, with respect to compliance with any term hereunder for an applicable period of measurement, that all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred on and as of the first day of the relevant Measurement Period, and the following pro forma adjustments shall be made:

(a) in the case of an actual or proposed Disposition, all income statement items (whether positive or negative) attributable to the line of business or the Person subject to such Disposition shall be excluded from the results of the Borrower and its Subsidiaries for such Measurement Period;

(b) in the case of an actual or proposed Acquisition, income statement items (whether positive or negative) attributable to the property, line of business or the Person subject to such Acquisition shall be included in the results of the Borrower and its Subsidiaries for such Measurement Period;

(c) interest accrued during the relevant Measurement Period on, and the principal of, any Indebtedness repaid or to be repaid or refinanced in such transaction shall be excluded from the results of the Borrower and its Subsidiaries for such Measurement Period; and

(d) any Indebtedness actually or proposed to be incurred or assumed in such transaction shall be deemed to have been incurred as of the first day of the applicable Measurement Period, and interest thereon shall be deemed to have accrued from such day on such Indebtedness at the applicable rates provided therefor (and in the case of interest that does or would accrue at a formula or floating rate, at the rate in effect at the time of determination) and shall be included in the results of the Borrower and its Subsidiaries for such Measurement Period.

 

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“Pro Forma Compliance” means, with respect to any transaction, that such transaction does not cause, create or result in a Default after giving Pro Forma Effect, based upon the results of operations for the most recently completed Measurement Period to (a) such transaction and (b) all other transactions which are contemplated or required to be given Pro Forma Effect hereunder that have occurred on or after the first day of the relevant Measurement Period.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Pubco” means Suncrete, Inc., a Delaware corporation.

“Public Lender” has the meaning specified in Section 6.02(p).

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support” has the meaning specified in Section 11.21.

“Qualified ECP Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Qualifying Control Agreement” means an agreement, among a Loan Party, a depository institution or securities intermediary and the Administrative Agent, which agreement is in form and substance acceptable to the Administrative Agent and which provides the Administrative Agent with “control” (as such term is used in Article 9 of the UCC) over the deposit account(s) or securities account(s) described therein.

“Recipient” means the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder.

“Register” has the meaning specified in Section 11.06(c).

“Regulation U” means Regulation U of the FRB, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors, consultants, service providers and representatives of such Person and of such Person’s Affiliates.

“Release” means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection or leaching into the Environment, or into, from or through any building, structure or facility.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30) day notice period has been waived.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Loans, a Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swingline Loan, a Swingline Loan Notice.

 

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“Required Class Lenders” means, at any time with respect to any Class of Loans or Commitments, Lenders having Total Credit Exposures with respect to such Class representing more than 50% of the Total Credit Exposures of all Lenders of such Class. The Total Credit Exposure of any Defaulting Lender with respect to such Class shall be disregarded in determining Required Class Lenders at any time.

“Required Lenders” means, at any time, at least two (2) Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided that, the amount of any participation in any Swingline Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swingline Lender or the L/C Issuer, as the case may be, in making such determination; provided further that, this definition is subject to Section 3.03.

“Rescindable Amount” has the meaning as defined in Section 2.12(b)(ii).

“Resignation Effective Date” has the meaning set forth in Section 9.06(a).

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of a Loan Party, solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01(b), the secretary or any assistant secretary of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. To the extent requested by the Administrative Agent, each Responsible Officer will provide an incumbency certificate and to the extent requested by the Administrative Agent, appropriate authorization documentation, in form and substance satisfactory to the Administrative Agent.

“Restricted Payment” means (a) any dividend or other distribution, direct or indirect, on account of any shares (or equivalent) of any class of Equity Interests of Pubco or any of its Subsidiaries, now or hereafter outstanding, (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares (or equivalent) of any class of Equity Interests of Pubco or any of its Subsidiaries, now or hereafter outstanding, (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Equity Interests of any Loan Party or any of its Subsidiaries, now or hereafter outstanding, and (d) any payment with respect to any earnout obligation and (e) any payment or reimbursement by any Loan Party or any of its Subsidiaries of any management, monitoring, advising, consulting, investment banking or similar fees, costs or expenses to any Affiliate of any Loan Party, the Management Entity, the Sponsor or any Affiliate, director, manager, member, officer or employee of the Sponsor, whether pursuant to a management agreement or otherwise, including any payment of management fees under the Management Agreement.

 

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“Revolving Borrowing” means a borrowing consisting of simultaneous Revolving Loans of the same Type and, in the case of Term SOFR Loans, having the same Interest Period made by each of the Revolving Lenders pursuant to Section 2.01(b).

“Revolving Commitment” means, as to each Revolving Lender, its obligation to (a) make Revolving Loans to the Borrower pursuant to Section 2.01(b), (b) purchase participations in L/C Obligations, and (c) purchase participations in Swingline Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01(b) under the caption “Revolving Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The Revolving Commitment of all of the Revolving Lenders on the First Amendment Effective Date shall be $25,000,000.

“Revolving Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Loans and such Lender’s participation in L/C Obligations and Swingline Loans at such time.

“Revolving Facility” means, at any time, the aggregate amount of the Revolving Lenders’ Revolving Commitments at such time.

“Revolving Lender” means, at any time, (a) so long as any Revolving Commitment is in effect, any Lender that has a Revolving Commitment at such time or (b) if the Revolving Commitments have terminated or expired, any Lender that has a Revolving Loan or a participation in L/C Obligations or Swingline Loans at such time.

“Revolving Loan” has the meaning specified in Section 2.01(b).

“Revolving Note” means a promissory note made by the Borrower in favor of a Revolving Lender evidencing Revolving Loans or Swingline Loans, as the case may be, made by such Revolving Lender, substantially in the form of Exhibit G.

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and any successor thereto.

“Sale and Leaseback Transaction” means, with respect to any Loan Party or any Subsidiary, any arrangement, directly or indirectly, with any Person whereby such Loan Party or such Subsidiary shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.

“Sanction(s)” means any sanction administered or enforced by the United States Government (including, without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority.

“Sandplant Deferred Payment” means an amount not to exceed $22,700,000 representing that portion of the purchase price under the First Amendment Effective Date Acquisition Documents which will be due and payable in cash to the First Amendment Effective Date Seller on March 31, 2026 (or such later date as may be set forth in any amendment to the First Amendment Effective Date Acquisition Documents).

“Scheduled Unavailability Date” has the meaning specified in Section 3.03(b).

 

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“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Second Amendment” means that certain Consent and Second Amendment to Credit Agreement, dated as of March 25, 2026, by and among the Borrower, the other Loan Parties party thereto, the Administrative Agent, and the other Lenders party thereto.

“Second Amendment Effective Date” means the date that all of the conditions to effectiveness set forth in Section 5 of the Second Amendment are satisfied.

“Secured Cash Management Agreement” means any Cash Management Agreement between the any Loan Party and any Cash Management Bank.

“Secured Hedge Agreement” means any interest rate, currency, foreign exchange, or commodity Swap Contract required by or not prohibited under Article VI or VII between any Loan Party and any Hedge Bank.

“Secured Obligations” means all Obligations and all Additional Secured Obligations.

“Secured Parties” means, collectively, the Administrative Agent, the Lenders, the L/C Issuer, the Hedge Banks, the Cash Management Banks, the Indemnitees and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05.

“Secured Party Designation Notice” means a notice from any Lender or an Affiliate of a Lender substantially in the form of Exhibit H.

“Securities Act” means the Securities Act of 1933, including all amendments thereto and regulations promulgated thereunder.

“Security Agreement” means the security and pledge agreement, dated as of the Closing Date, executed in favor of the Administrative Agent by each of the Loan Parties as amended, restated, supplemented or otherwise modified from time to time.

“Senior Preferred Equity” means the “Senior Preferred Units” as such term is defined in the Holdings LLC Agreement as of any date of determination occurring prior to the De-SPAC Closing Date.

“Senior Preferred Members” has the meaning ascribed to such term in the Holdings LLC Agreement as of any date of determination occurring prior to the De-SPAC Closing Date.

“Shareholders’ Equity” means, as of any date of determination, consolidated shareholders’ equity of Pubco and its Subsidiaries as of such date, determined in accordance with GAAP.

“SOFR” means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator).

“SOFR Adjustment” means 0.10% (10 basis points).

“Solvency Certificate” means a solvency certificate in substantially in the form of Exhibit I.

 

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“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Specified Capital Expenditures” means those Capital Expenditures made by Eagle Redi-Mix Concrete, LLC or RAM Transportation, LLC prior to the Closing Date in an aggregate amount not to exceed $14,102,465.

“Specified Equity Contribution” means, at any time, without duplication, (a) the amount of cash proceeds received by Pubco as a cash capital contribution from one or more holders of the Equity Interests of Pubco, or (b) the amount of cash proceeds received from the issuance of common Equity Interests (other than Disqualified Equity Interests) issued by Pubco to one or more of the holders of the Equity Interests of Pubco and, in each case of (a) and (b) promptly contributed in cash to the Borrower, which is made for the purpose of curing a failure to comply with a Financial Covenant that would otherwise occur, pursuant to the exercise of a cure right pursuant to Section 8.03

“Specified Event of Default” means any Event of Default pursuant to Section 8.01(a), Section 8.01(f) or Section 8.01(g).

“Specified Loan Party” means any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 10.11).

“Specified Ready Mix EBITDA Addbacks” means the amount of “run rate” cost savings, operating expense improvements, synergies, restructurings, and cost savings initiatives (net of the amount of actual benefits realized during such period from such actions) related to the Specified Ready Mix Plant Assets that are reasonably identifiable, factually supportable and projected by the Borrower in good faith to result from actions that have been taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower), in an amount equal to $1,000,000 for the fiscal quarter ending on June 30, 2024, $500,00 for the fiscal quarter ending on September 30, 2024 and $0 for the fiscal quarter ending on December 31, 2024.

“Specified Ready Mix Plant Assets” means the assets purchased by Eagle Concrete pursuant to that certain Asset Purchase Agreement and Real Estate Purchase and Sale Agreement by and between Standard Materials Group, Inc., Eagle Concrete and CRH Americas Materials, Inc., dated as of January 5, 2024.

“Specified Transaction” means any Permitted Acquisition, any Acquisition consented to by Administrative Agent and the Required Lenders (including, but not limited to, the First Amendment Effective Date Acquisition), any Disposition, any Investment, any incurrence of Indebtedness, any Restricted Payment or any other event that by the terms of the Loan Documents requires compliance on a Pro Forma Basis with a test or covenant, calculation as to Pro Forma Effect with respect to a financial definition, test or covenant or requires such financial definition, test or covenant to be calculated on a Pro Forma Basis.

 

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“Sponsor” means (a) Ned N. Fleming, III, (b) Mark R. Matteson, and (c) SunTx Capital Management Corp., a Texas corporation and its Affiliates.

“Subordinated Debt” means any Indebtedness incurred by any Loan Party (other than Pubco or Holdings) which by its terms (a) is subordinated in right of payment to the prior payment of the Obligations and (b) contains other terms, including, without limitation, standstill, interest rate, maturity and amortization, and insolvency-related provisions, in all respects acceptable to the Administrative Agent in its sole discretion.

“Subordinated Debt Documents” means any agreements (including, without limitation intercreditor agreements, instruments and other documents) pursuant to which Subordinated Debt has been or will be issued or otherwise setting forth the terms of any Subordinated Debt.

“Subordinated Provisions” has the meaning specified in Section 8.01(m).

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of Voting Stock is at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Pubco.

“Successor Rate” has the meaning specified in Section 3.03(b).

“Supported QFC” has the meaning specified in Section 11.21.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Obligations” means with respect to any Guarantor any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

 

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“Swingline Borrowing” means a borrowing of a Swingline Loan pursuant to Section 2.04.

“Swingline Commitment” means, as to any Lender (a) the amount set forth opposite such Lender’s name on Schedule 1.01(b) hereof or (b) if such Lender has entered into an Assignment and Assumption or has otherwise assumed a Swingline Commitment after the Closing Date, the amount set forth for such Lender as its Swingline Commitment in the Register maintained by the Administrative Agent pursuant to Section 11.06(c).

“Swingline Lender” means Bank of America in its capacity as provider of Swingline Loans, or any successor swingline lender hereunder.

“Swingline Loan” has the meaning specified in Section 2.04(a).

“Swingline Loan Notice” means a notice of a Swingline Borrowing pursuant to Section 2.04(b), which shall be substantially in the form of Exhibit J or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

“Swingline Sublimit” means an amount equal to the lesser of (a) $5,000,000 and (b) the Revolving Facility. The Swingline Sublimit is part of, and not in addition to, the Revolving Facility.

“Synthetic Debt” means, with respect to any Person as of any date of determination thereof, all obligations of such Person in respect of transactions entered into by such Person that are intended to function primarily as a borrowing of funds (including any minority interest transactions that function primarily as a borrowing) but are not otherwise included in the definition of “Indebtedness” or as a liability on the Consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP.

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property (including Sale and Leaseback Transactions), in each case, creating obligations that do not appear on the balance sheet of such Person but which, upon the application of any Debtor Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Target” has the meaning set forth in the definition of “Permitted Acquisition.”

“Target Non-GAAP Accounting Methodology” has the meaning specified in Section 1.03(d).

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Borrowing” means a borrowing consisting of simultaneous Term Loans of the same Type and, in the case of Term SOFR Loans, having the same Interest Period made by each of the Term Lenders pursuant to Section 2.01(a).

“Term Commitment” means, as to each Term Lender, its obligation to make Term Loans to the Borrower pursuant to Section 2.01 in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term Lender’s name on Schedule 1.01(b) under the caption “Term Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The Term Commitment of the Term Lenders on the Closing Date was $130,000,000.

 

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“Term Facility” means, at any time, (a) on or prior to the First Amendment Effective Date, the aggregate principal amount of the Term Loans of all Lenders outstanding at such time plus the aggregate amount of the First Amendment Incremental Term Commitments at such time, and (b) thereafter, the aggregate principal amount of the Term Loans of all Term Lenders outstanding at such time.

“Term Lender” means any Lender agreeing to make Term Loans to the Borrower pursuant to Section 2.01 and any Lender that holds such Term Loans at any time thereafter.

“Term Loan” means an advance made by any Term Lender under the Term Facility and, for the avoidance of doubt, shall include each Additional Term Loan made by a First Amendment Incremental Term Lender on the First Amendment Effective Date.

“Term Note” means a promissory note made by the Borrower in favor of a Term Lender evidencing Term Loans made by such Term Lender, substantially in the form of Exhibit K.

“Term SOFR” means:

(a) for any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto, in each case, plus the SOFR Adjustment for such Interest Period; and

(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to such date with a term of one month commencing that day, provided that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto, in each case, plus the SOFR Adjustment for such term;

provided that if the Term SOFR determined in accordance with either of the foregoing provisions (a) or (b) of this definition would otherwise be less than zero, the Term SOFR shall be deemed zero for purposes of this Agreement.

“Term SOFR Loan” means a Loan that bears interest at a rate based on clause (a) of the definition of Term SOFR.

“Term SOFR Replacement Date” has the meaning specified in Section 3.03(b).

“Term SOFR Screen Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Administrative Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time).

“Threshold Amount” means, at any date of determination, the greater of (a) $[*****] and (b) [*****]% of Consolidated EBITDA for the four consecutive Fiscal Quarters of Holdings most recently ended as of such date of determination for which financial statements have been delivered pursuant to Section 6.01(a) or (b), as applicable.

 

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“Total Credit Exposure” means, as to any Lender at any time, the unused Commitments, Revolving Exposure and Outstanding Amount of all Term Loans of such Lender at such time.

“Total Revolving Exposure” means, as to any Revolving Lender at any time, the unused Commitments and Revolving Exposure of such Revolving Lender at such time.

“Total Revolving Outstandings” means the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and L/C Obligations.

“Transaction Costs” means (i) with respect to the period from the Closing Date until the First Amendment Effective Date, the reasonable and documented costs, fees and expenses incurred on or before the date that is sixty (60) days after the Closing Date in connection with the negotiation, execution and delivery of this Agreement and the other Loan Documents and the Closing Date Acquisition in an aggregate amount not to exceed $10,000,000 and (ii) with respect to the period from and after the First Amendment Effective Date, the reasonable and documented costs, fees and expenses incurred on or before the date that is six (6) months after the closing or effectiveness of the following events (or the termination or abandonment of any such transaction) and incurred in connection therewith (A) in pursuit of any Acquisition or Permitted Acquisition (whether or not consummated), and (B) any equity issuance, voting agreements, shareholder agreements, consolidations, restructurings, other Investment, or any transaction (whether structured as a business combination with a special purpose acquisition company, a direct listing, an initial public offering, a follow-on offering or any analogous transaction or series of related transactions) that is undertaken with the bona fide intent of causing the common equity (or other applicable Equity Interest) of the Borrower or any direct or indirect parent of the Borrower to become listed or quoted for trading on any securities exchange or quotation system, and including, in each case, any efforts, preparations or negotiations related thereto.

“Transactions” means the transactions contemplated by the Closing Date Acquisition Documents and this Agreement to be consummated on the Closing Date and the Loans to be made on the Closing Date.

“Type” means, with respect to a Loan, its character as a Base Rate Loan or a Term SOFR Loan.

“UCC” means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“UCP” means the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the applicable time).

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

 

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“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning specified in Section 2.03(f).

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Loan Party” means any Loan Party that is organized under the laws of the United States, any state thereof for the District of Columbia.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Special Resolution Regimes” has the meaning specified in Section 11.21.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(f)(ii)(B)(3).

“Voting Stock” means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right to so vote has been suspended by the happening of such contingency.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

(a) Other Interpretive Provisions.

With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(i) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including the Loan Documents and any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended,

 

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amended and restated, modified, extended, restated, replaced or supplemented from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any reference to any law, rule or regulation shall, unless otherwise specified, refer to such law, rule or regulation as amended, modified, extended, restated, replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(ii) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(iii) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(iv) Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

(b) Accounting Terms.

(i) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, (i) Indebtedness of Pubco and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded, (ii) all liability amounts shall be determined excluding any liability relating to any operating lease, all asset amounts shall be determined excluding any right-of-use assets relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable under any operating lease, in each case to the extent that such liability, asset, amortization or interest

 

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pertains to an operating lease under which the covenantor or a member of its consolidated group is the lessee and would not have been accounted for as such under GAAP as in effect on December 31, 2015, and (iii) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under FASB ASC Topic 825 “Financial Instruments” (or any other financial accounting standard having a similar result or effect) to value any Indebtedness of Pubco or any Subsidiary at “fair value”, as defined therein. For purposes of determining the amount of any outstanding Indebtedness, no effect shall be given to any election by Pubco to measure an item of Indebtedness using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification 825–10–25 (formerly known as FASB 159) or any similar accounting standard).

(ii) Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

(iii) Pro Forma Treatment. Each Specified Transaction that is consummated during any Measurement Period shall, for purposes of determining compliance with the financial covenants set forth in Section 7.11, including for purposes of calculating Consolidated EBITDA as a component thereof (and any percentage limits on add-backs as sub-components of such calculation) and for purposes of determining the Applicable Rate, be given Pro Forma Effect as of the first day of such Measurement Period.

(iv) Closing Date Acquisition. Notwithstanding anything herein to the contrary, until such time as audited financial statements are delivered for the Fiscal Year ended December 31, 2024 pursuant to Section 6.01(a), for purposes of determining compliance with any covenant (including the computation of any financial covenant) and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement, all accounting terms herein shall be construed in conformity with and prepared in conformity with, acceptable accounting standards applied in a manner consistent with that used in the quality of earnings report prepared by Grant Thornton in connection with the Closing Date Acquisition (the “Target Non-GAAP Accounting Methodology”).

(v) Financial Covenant Calculations for Periods Occurring Prior to the De-SPAC Closing Date and Thereafter. Notwithstanding anything herein to the contrary:

(1) for each Measurement Period occurring prior to the date that consolidated financial statements for Pubco and its Subsidiaries are required to be delivered pursuant to Section 6.01, with respect to calculation of the Financial Covenants for such Measurement Periods, including (A) for purposes of calculating Consolidated EBITDA as a component thereof (and any percentage limits on add-backs as sub-components of such calculation), (B) for purposes of determining Pro Forma Compliance and (C) for purposes of determining the Applicable Rate, all references to the defined

 

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term “Pubco” in the definitions of “Audited Financial Statements,” “Consolidated,” “Consolidated EBITDA,” “Consolidated Fixed Charge Coverage Ratio,” “Consolidated Funded Indebtedness,” “Consolidated Interest Charges,” “Consolidated Net Income,” “Consolidated Senior Funded Indebtedness,” and “Consolidated Senior Leverage Ratio” shall instead be deemed to refer to the defined term “Holdings”;

(2) for all Measurement Periods occurring thereafter, the De-SPAC Transaction shall, for purposes of determining compliance with the Financial Covenants for such Measurement Periods, including (A) for purposes of calculating Consolidated EBITDA as a component thereof (and any percentage limits on add-backs as sub-components of such calculation), (B) for purposes of determining Pro Forma Compliance and (C) for purposes of determining the Applicable Rate, be given Pro Forma Effect as of the first day of the first Measurement Period for which consolidated financial statements for Pubco and its Subsidiaries are required to be delivered pursuant to Section 6.01. In the case of the De-SPAC Transaction, income statement items (whether positive or negative) attributable to the SPAC (as defined in the Business Combination Agreement) shall be included in the results, but interest accrued during the relevant Measurement Period on, and the principal of, any Indebtedness repaid or to be repaid or refinanced in such De-SPAC Transaction shall be excluded. By way of example, if the De-SPAC Closing Date occurs during the first Fiscal Quarter of 2026, the first such Measurement Period would be the four (4) Fiscal Quarters ending June 30, 2026 and the De-SPAC Transaction would be given Pro Forma Effect as of the first day of such Measurement Period (i.e., July 1, 2025).

(c) Rounding.

Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

(d) Times of Day.

Unless otherwise specified, all references herein to times of day shall be references to Central time (daylight or standard, as applicable).

(e) Letter of Credit Amounts.

Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

(f) Interest Rates.

The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for

 

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or successor to any such rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or the effect of any of the foregoing, or of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing), in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any rate (or component thereof) provided by any such information source or service.

(g) UCC Terms.

Terms defined in the UCC in effect on the Closing Date and not otherwise defined herein shall, unless the context otherwise indicates, have the meanings provided by those definitions. Subject to the foregoing, the term “UCC” refers, as of any date of determination, to the UCC then in effect.

(h) Limited Condition Acquisitions.

Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (a) compliance with any basket, financial ratio or test (including any Consolidated Senior Leverage Ratio test or any Consolidated Fixed Charge Coverage Ratio test), (b) the absence of a Default or an Event of Default, or (c) a determination as to whether the representations and warranties contained in this Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect), in each case in connection with the consummation of a Limited Condition Acquisition, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, (A) on the date of the execution of the definitive agreement with respect to such Limited Condition Acquisition (such date, the “LCA Test Date”), or (B) on the date on which such Limited Condition Acquisition is consummated, in either case, after giving effect to the relevant Limited Condition Acquisition and any related incurrence of Indebtedness, on a Pro Forma Basis; provided, that, notwithstanding the foregoing, in connection with any Limited Condition Acquisition: (1) the condition set forth in clause (a) of the definition of “Permitted Acquisition” shall be satisfied if (x) no Event of Default shall have occurred and be continuing as of the applicable LCA Test Date, and (y) no Specified Event of Default shall have occurred and be continuing at the time of consummation of such Limited Condition Acquisition; (2) if the proceeds of an Incremental Term Loan are being used to finance such Limited Condition Acquisition, then (x) the conditions set forth in Section 2.16(b)(iii) and Section 4.02(a) shall be required to be satisfied at the time of closing of the Limited Condition Acquisition and funding of such Incremental Term Loan but, if the lenders providing such Incremental Term Loan so agree, the representations and warranties which must be accurate at the time of closing of the Limited Condition Acquisition and funding of such Incremental Term Loan may be limited to customary “specified representations” and such other representations and warranties as may be required by the lenders providing such Incremental Term Loan, and (y) the conditions set forth in Section 2.16(b)(ii) shall, if and to the extent the lenders providing such Incremental Term Facility so agree, be satisfied if (I) no Default or Event of Default shall have occurred and be continuing as of the applicable LCA Test Date, and (II) no Specified Event of Default shall have occurred and be continuing at the time of the funding of such Incremental Term

 

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Facility in connection with the consummation of such Limited Condition Acquisition; and (3) such Limited Condition Acquisition and the related Indebtedness to be incurred in connection therewith and the use of proceeds thereof shall be deemed incurred and/or applied at the LCA Test Date (until such time as the Indebtedness is actually incurred or the applicable definitive agreement is terminated without actually consummating the applicable Limited Condition Acquisition) and outstanding thereafter for purposes of determining Pro Forma Compliance (other than for purposes of determining Pro Forma Compliance in connection with the making of any Restricted Payment) with any financial ratio or test (including any Consolidated Senior Leverage Ratio test or any Consolidated Fixed Charge Coverage Ratio test, or any calculation of the financial covenants set forth in Section 7.11) (it being understood and agreed that for purposes of determining Pro Forma Compliance in connection with the making of any Restricted Payment, the Borrower shall demonstrate compliance with the applicable test both after giving effect to the applicable Limited Condition Acquisition and assuming that such transaction had not occurred). For the avoidance of doubt, if any of such ratios or amounts for which compliance was determined or tested as of the LCA Test Date are thereafter exceeded or otherwise failed to have been complied with as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA), at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios or amounts will not be deemed to have been exceeded or failed to be complied with as a result of such fluctuations solely for purposes of determining whether the relevant Limited Condition Acquisition is permitted to be consummated or taken. Except as set forth in clause (2) in the proviso to the first sentence in this Section 1.09 in connection with the use of the proceeds of an Incremental Term Loan to finance a Limited Condition Acquisition (and, in the case of such clause (2), only if and to the extent the lenders providing such Incremental Term Loan so agree as provided in such clause (2)), it is understood and agreed that this Section 1.09 shall not limit the conditions set forth in Section 4.02 with respect to any proposed Credit Extension, in connection with a Limited Condition Acquisition or otherwise.

COMMITMENTS AND CREDIT EXTENSIONS

(a) Loans.

(i) Term Borrowing. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to the Borrower, in Dollars, on the Closing Date in an amount not to exceed such Term Lender’s Applicable Percentage of the Term Facility. The Term Borrowing shall consist of Term Loans made simultaneously by the Term Lenders in accordance with their respective Applicable Percentage of the Term Facility. Term Borrowings repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein; provided, however, any Term Borrowing made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the Borrower delivers a Funding Indemnity Letter not less than three (3) Business Days prior to the date of such Term Borrowing.

(ii) Revolving Borrowings. Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make loans (each such loan, a “Revolving Loan”) to the Borrower, in Dollars, from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Revolving Borrowing, (i) the Total Revolving Outstandings shall not exceed the Revolving Facility, and (ii) the Revolving Exposure of any Lender shall not exceed such Revolving Lender’s Revolving Commitment. Within the limits of each Revolving Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow Revolving Loans, prepay

 

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under Section 2.05, and reborrow under this Section 2.01(b). Revolving Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein; provided, however, any Revolving Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the Borrower delivers a Funding Indemnity Letter not less than three (3) Business Days prior to the date of such Revolving Borrowing.

(iii) Additional Term Borrowing. Subject to the terms and conditions set forth herein and in the First Amendment, each First Amendment Incremental Term Lender severally agrees to make a single Additional Term Loan to the Borrower, in Dollars, on the First Amendment Effective Date in an amount not to exceed its First Amendment Incremental Term Commitment. Additional Term Loans shall constitute Term Loans for the purposes of this Agreement. Amounts repaid or prepaid in respect of Additional Term Loans may not be reborrowed. Additional Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.

(b) Borrowings, Conversions and Continuations of Loans.

(i) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Term SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) a Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each such Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) two (2) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request Term SOFR Loans having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders and the Administrative Agent. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Except as provided in Sections 2.03(f) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Term SOFR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

 

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(ii) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date the Loan Notice with respect to such Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above.

(iii) Except as otherwise provided herein, a Term SOFR Loan may be continued or converted only on the last day of an Interest Period for such Term SOFR Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Term SOFR Loans without the consent of the Required Lenders.

(iv) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Term SOFR Loans upon determination of such interest rate.

(v) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than seven (7) Interest Periods in effect with respect to Loans.

(vi) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender.

(vii) With respect to SOFR or Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.

 

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(c) Letters of Credit.

(i) The Letter of Credit Commitment. Subject to the terms and conditions set forth herein, in addition to the Loans provided for in Section 2.01, the Borrower may request that the L/C Issuer, in reliance on the agreements of the Revolving Lenders set forth in this Section 2.03, issue, at any time and from time to time during the Availability Period, Letters of Credit denominated in Dollars for its own account or the account of any of its Subsidiaries in such form as is acceptable to the Administrative Agent and the L/C Issuer in its reasonable determination. Letters of Credit issued hereunder shall constitute utilization of the Revolving Commitments.

(ii) Notice of Issuance, Amendment, Extension, Reinstatement or Renewal.

(1) To request the issuance of a Letter of Credit (or the amendment of the terms and conditions, extension of the terms and conditions, extension of the expiration date, or reinstatement of amounts paid, or renewal of an outstanding Letter of Credit), the Borrower shall deliver (or transmit by electronic communication, if arrangements for doing so have been approved by the L/C Issuer) to the L/C Issuer and to the Administrative Agent not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, extended, reinstated or renewed, and specifying the date of issuance, amendment, extension, reinstatement or renewal (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with clause (d) of this Section 2.03), the amount of such Letter of Credit, the name and address of the beneficiary thereof, the purpose and nature of the requested Letter of Credit and such other information as shall be necessary to prepare, amend, extend, reinstate or renew such Letter of Credit. If requested by the L/C Issuer, the Borrower also shall submit a letter of credit application and reimbursement agreement on the L/C Issuer’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application and reimbursement agreement or other agreement submitted by the Borrower to, or entered into by the Borrower with, the L/C Issuer relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

(2) If the Borrower so requests in any applicable Letter of Credit Application (or the amendment of an outstanding Letter of Credit), the L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit shall permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon by the Borrower and the L/C Issuer at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiration date not later than the date permitted pursuant to Section 2.03(d); provided, that the L/C Issuer shall not (A) permit any such extension if (1) the L/C Issuer has determined that it would

 

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not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its extended form under the terms hereof (except that the expiration date may be extended to a date that is no more than one (1) year from the then-current expiration date) or (2) it has received notice (which may be in writing or by telephone (if promptly confirmed in writing)) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date from the Administrative Agent that the Required Lenders have elected not to permit such extension or (B) be obligated to permit such extension if it has received notice (which may be in writing or by telephone (if promptly confirmed in writing)) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date from the Administrative Agent, any Revolving Lender or the Borrower that one or more of the applicable conditions set forth in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension.

(iii) Limitations on Amounts, Issuance and Amendment. A Letter of Credit shall be issued, amended, extended, reinstated or renewed only if (and upon issuance, amendment, extension, reinstatement or renewal of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, reinstatement or renewal (w) the aggregate amount of the outstanding Letters of Credit issued by the L/C Issuer shall not exceed its L/C Commitment, (x) the aggregate L/C Obligations shall not exceed the Letter of Credit Sublimit, (y) the Revolving Exposure of any Lender shall not exceed its Revolving Commitment and (z) the Total Revolving Exposure shall not exceed the total Revolving Commitments.

(1) The L/C Issuer shall not be under any obligation to issue any Letter of Credit if:

(a) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;

(b) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;

(c) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000, in the case of a standby Letter of Credit;

(d) any Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or

 

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(e) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.

(2) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.

(iv) Expiration Date. Each Letter of Credit shall have a stated expiration date no later than the earlier of (x) the date twelve (12) months after the date of the issuance of such Letter of Credit (or, in the case of any extension of the expiration date thereof, whether automatic or by amendment, twelve months after the then-current expiration date of such Letter of Credit) and (y) the Letter of Credit Expiration Date.

(v) Participations.

(1) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount or extending the expiration date thereof), and without any further action on the part of the L/C Issuer or the Lenders, the L/C Issuer hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from the L/C Issuer, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this clause (e) in respect of Letters of Credit is absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including any amendment, extension, reinstatement or renewal of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments.

(2) In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely, unconditionally and irrevocably agrees to pay to the Administrative Agent, for account of the L/C Issuer, such Lender’s Applicable Percentage of each L/C Disbursement made by the L/C Issuer not later than 1:00 p.m. on the Business Day specified in the notice provided by the Administrative Agent to the Revolving Lenders pursuant to Section 2.03(f) until such L/C Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for any reason, including after the Maturity Date. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.02 with respect to Loans made by such Lender (and Section 2.02 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this Section 2.03), and the Administrative Agent shall promptly pay to the L/C Issuer the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to Section 2.03(f), the Administrative Agent shall distribute such payment to the L/C Issuer or, to the extent that the Revolving Lenders have made payments pursuant to this clause (e) to reimburse the L/C Issuer, then to such Lenders and the L/C Issuer as their interests may appear. Any payment made by a Lender pursuant to this clause (e) to reimburse the L/C Issuer for any L/C Disbursement shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such L/C Disbursement.

 

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(3) Each Revolving Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit at each time such Lender’s Commitment is amended pursuant to the operation of Sections 2.16 as a result of an assignment in accordance with Section 11.06 or otherwise pursuant to this Agreement.

(4) If any Revolving Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(e), then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Revolving Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (e)(vi) shall be conclusive absent manifest error.

(vi) Reimbursement. If the L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time, provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of Base Rate Loans or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof. Promptly upon receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the aggregate Revolving Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if promptly confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

 

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(vii) Obligations Absolute. The Borrower’s obligation to reimburse L/C Disbursements as provided in clause (f) of this Section 2.03 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of:

(1) any lack of validity or enforceability of this Agreement, any other Loan Document or any Letter of Credit, or any term or provision herein or therein;

(2) the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(3) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement in such draft or other document being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(4) waiver by the L/C Issuer of any requirement that exists for the L/C Issuer’s protection and not the protection of the Borrower or any waiver by the L/C Issuer which does not in fact materially prejudice the Borrower;

(5) honor of a demand for payment presented electronically even if such Letter of Credit required that demand be in the form of a draft;

(6) any payment made by the L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC, the ISP or the UCP, as applicable;

(7) payment by the L/C Issuer under a Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

(8) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.03, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.

(viii) Examination. The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

 

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(ix) Liability. None of the Administrative Agent, the Lenders, the L/C Issuer, or any of their Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by the L/C Issuer or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation or any consequence arising from causes beyond the control of the L/C Issuer; provided that the foregoing shall not be construed to excuse the L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by Applicable Law) suffered by the Borrower that are caused by the L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the L/C Issuer (as finally determined by a court of competent jurisdiction), the L/C Issuer shall be deemed to have exercised care in each such determination, and that:

(1) the L/C Issuer may replace a purportedly lost, stolen, or destroyed original Letter of Credit or missing amendment thereto with a certified true copy marked as such or waive a requirement for its presentation;

(2) the L/C Issuer may accept documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit without responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit and without regard to any non-documentary condition in such Letter of Credit;

(3) the L/C Issuer shall have the right, in its sole discretion, to decline to accept such documents and to make such payment if such documents are not in strict compliance with the terms of such Letter of Credit; and

(4) this sentence shall establish the standard of care to be exercised by the L/C Issuer when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted by Applicable Law, any standard of care inconsistent with the foregoing).

Without limiting the foregoing, none of the Administrative Agent, the Lenders, the L/C Issuer, or any of their Related Parties shall have any liability or responsibility by reason of (i) any presentation that includes forged or fraudulent documents or that is otherwise affected by the fraudulent, bad faith, or illegal conduct of the beneficiary or other Person, (ii) the L/C Issuer declining to take-up documents and make payment, (A) against documents that are fraudulent, forged, or for other reasons by which that it is entitled not to honor or (B) following a Borrower’s waiver of discrepancies with respect to such documents or request for honor of such documents or (iii) the L/C Issuer retaining proceeds of a Letter of Credit based on an apparently applicable attachment order, blocking regulation, or third-party claim notified to the L/C Issuer.

 

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(x) Applicability of ISP and UCP. Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued by it, (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit. Notwithstanding the foregoing, the L/C Issuer shall not be responsible to the Borrower for, and the L/C Issuer’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of the L/C Issuer required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the L/C Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade – International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.

(xi) Benefits. The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuer.

(xii) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any standby Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. Letter of Credit Fees shall be (i) payable on the first Business Day following the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit and (ii) accrued through and including the last day of each calendar quarter in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

(xiii) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the L/C Issuer for its own account a fronting fee with respect to each Letter of Credit, at the rate per annum equal to the percentage separately agreed upon between the Borrower and the L/C Issuer, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable no later than the tenth Business Day after the end of each March, June, September and December in the most recently- ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Maturity Date and thereafter on demand. For purposes of computing the daily

 

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amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. In addition, the Borrower shall pay directly to the L/C Issuer for its own account, in Dollars, the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(xiv) Disbursement Procedures. The L/C Issuer for any Letter of Credit shall, within the time allowed by Applicable Laws or the specific terms of the Letter of Credit following its receipt thereof, examine all documents purporting to represent a demand for payment under such Letter of Credit. The L/C Issuer shall promptly after such examination notify the Administrative Agent and the Borrower in writing of such demand for payment if the L/C Issuer has made or will make an L/C Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the L/C Issuer and the Lenders with respect to any such L/C Disbursement.

i) Interim Interest. If the L/C Issuer for any standby Letter of Credit shall make any L/C Disbursement, then, unless the Borrower shall reimburse such L/C Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such L/C Disbursement is made to but excluding the date that the Borrower reimburses such L/C Disbursement, at the rate per annum then applicable to Base Rate Loans; provided that if the Borrower fails to reimburse such L/C Disbursement when due pursuant to clause (f) of this Section 2.03, then Section 2.08(b) shall apply. Interest accrued pursuant to this clause (o) shall be for account of the L/C Issuer, except that interest accrued on and after the date of payment by any Lender pursuant to clause (f) of this Section 2.03 to reimburse the L/C Issuer shall be for account of such Lender to the extent of such payment.

(xv) Replacement of the L/C Issuer. The L/C Issuer may be replaced at any time by written agreement between the Borrower, the Administrative Agent, the replaced L/C Issuer and the successor L/C Issuer. The Administrative Agent shall notify the Lenders of any such replacement of the L/C Issuer. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced L/C Issuer pursuant to Section 2.03(m). From and after the effective date of any such replacement, (i) the successor L/C Issuer shall have all the rights and obligations of an L/C Issuer under this Agreement with respect to Letters of Credit to be issued by it thereafter and (ii) references herein to the term “L/C Issuer” shall be deemed to include such successor or any previous L/C Issuer, or such successor and all previous L/C Issuer, as the context shall require. After the replacement of the L/C Issuer hereunder, the replaced L/C Issuer shall remain a party hereto and shall continue to have all the rights and obligations of an L/C Issuer under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

(xvi) Cash Collateralization.

(1) If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with L/C Obligations representing at least 66-2/3% of the total L/C Obligations) demanding the deposit of Cash Collateral pursuant to this clause (q), the Borrower shall promptly deposit into an account established and maintained on the books and records of the Administrative Agent (the “Collateral Account”) an amount in cash equal to 103% of the

 

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total L/C Obligations as of such date plus any accrued and unpaid interest thereon, provided that the obligation to deposit such Cash Collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (f) of Section 8.01. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. In addition, and without limiting the foregoing or clause (d) of this Section 2.03, if any L/C Obligations remain outstanding after the expiration date specified in said clause (d), the Borrower shall promptly deposit into the Collateral Account an amount in cash equal to 103% of such L/C Obligations as of such date plus any accrued and unpaid interest thereon.

(2) The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the reasonable discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the Collateral Account. Moneys in the Collateral Account shall be applied by the Administrative Agent to reimburse the L/C Issuer for L/C Disbursements for which it has not been reimbursed, together with related fees, costs, and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the L/C Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with L/C Obligations representing 66-2/3% of the total L/C Obligations), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived.

ii) Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the L/C Issuer hereunder for any and all drawings under such Letter of Credit as if such Letter of Credit had been issued solely for the account of the Borrower. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

(xvii) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

(d) Swingline Loans.

(i) The Swingline. Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans to the Borrower (each such loan, a “Swingline Loan”). Each such Swingline Loan may be made, subject to the terms and conditions set forth herein, to the Borrower, in Dollars, from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swingline Sublimit; provided, however, that (i) after giving effect to any Swingline Loan, (A) the Total Revolving Outstandings shall not exceed the Revolving Facility at such time, and (B) the Revolving

 

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Exposure of any Revolving Lender at such time shall not exceed such Lender’s Revolving Commitment, (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan, and (iii) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swingline Loan shall bear interest only at a rate based on the Base Rate plus the Applicable Rate. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage times the amount of such Swingline Loan.

(ii) Borrowing Procedures. Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent, which may be given by: (i) telephone or (ii) a Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a Swingline Loan Notice. Each such Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (A) the amount to be borrowed, which shall be a minimum of $100,000, and (B) the requested date of the Borrowing (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing (1) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (2) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender may make the amount of its Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds.

(iii) Refinancing of Swingline Loans.

(1) The Swingline Lender at any time in its sole discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swingline Lender to so request on its behalf), that each Revolving Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable Revolving Percentage of the amount of Swingline Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Revolving Facility and the conditions set forth in Section 4.02. The Swingline Lender shall furnish the Borrower with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Applicable Revolving Percentage of the amount specified in such Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the

 

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applicable Swingline Loan) for the account of the Swingline Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swingline Lender.

(2) Notwithstanding anything to the contrary in the foregoing, if for any reason any Swingline Loan cannot be refinanced by such a Revolving Borrowing in accordance with Section 2.04(c)(i) (including, without limitation, the failure to satisfy the conditions set forth in Section 4.02), the request for Base Rate Loans submitted by the Swingline Lender as set forth herein shall be deemed to be a request by the Swingline Lender that each of the Revolving Lenders fund its risk participation in the relevant Swingline Loan and each Revolving Lender’s payment to the Administrative Agent for the account of the Swingline Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(3) If any Revolving Lender fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swingline Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Revolving Borrowing or funded participation in the relevant Swingline Loan, as the case may be. A certificate of the Swingline Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (c)(iii) shall be conclusive absent manifest error.

(4) Each Revolving Lender’s obligation to make Revolving Loans or to purchase and fund risk participations in Swingline Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Lender’s obligation to make Revolving Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swingline Loans, together with interest as provided herein.

 

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(iv) Repayment of Participations.

(1) At any time after any Revolving Lender has purchased and funded a risk participation in a Swingline Loan, if the Swingline Lender receives any payment on account of such Swingline Loan, the Swingline Lender will distribute to such Revolving Lender its Applicable Revolving Percentage thereof in the same funds as those received by the Swingline Lender.

(2) If any payment received by the Swingline Lender in respect of principal or interest on any Swingline Loan is required to be returned by the Swingline Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the Swingline Lender in its discretion), each Revolving Lender shall pay to the Swingline Lender its Applicable Revolving Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swingline Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(v) Interest for Account of Swingline Lender. The Swingline Lender shall be responsible for invoicing the Borrower for interest on the Swingline Loans. Until each Revolving Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Revolving Lender’s Applicable Revolving Percentage of any Swingline Loan, interest in respect of such Applicable Revolving Percentage shall be solely for the account of the Swingline Lender.

(vi) Payments Directly to Swingline Lender. The Borrower shall make all payments of principal and interest in respect of the Swingline Loans directly to the Swingline Lender.

(e) Prepayments.

(i) Optional.

(1) The Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans and Revolving Loans in whole or in part without premium or penalty subject to Section 3.05; provided that, unless otherwise agreed by the Administrative Agent, (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) two (2) Business Days prior to any date of prepayment of Term SOFR Loans and (2) on the date of prepayment of Base Rate Loans; (B) any voluntary prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

 

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(2) The Borrower may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(ii) Mandatory.

(1) Dispositions and Involuntary Dispositions. The Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from all Dispositions (other than Permitted Transfers) and Involuntary Dispositions within five (5) Business Days of the date of such Disposition or Involuntary Disposition; provided, however, that so long as no Default shall have occurred and be continuing, (A) the Loan Parties may receive up to $5,000,000 in the aggregate of such Net Cash Proceeds in any Fiscal Year without making the prepayment described in this Section 2.05(b), and (B) such Net Cash Proceeds shall not be required to be so applied at the election of the Borrower to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds (which reinvested amount shall not count against the $5,000,000 in clause (i)(A) above) in assets (other than cash and cash equivalents, inventory and accounts receivable) used or useful in the business of the Borrower or any of its Subsidiaries or to be contractually committed to be so reinvested within twelve (12) months following such Disposition or Involuntary Disposition, provided, that such Net Cash Proceeds that have been contractually committed to be reinvested during such twelve (12) month period shall be reinvested within 180 days after the expiration of such twelve (12) month period; provided further that, if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations.

(2) Specified Equity Contribution; Equity Issuance.

(a) Immediately upon the receipt by any Loan Party or any Subsidiary of the Net Cash Proceeds of any Specified Equity Contribution, the Borrower shall prepay the Loans as hereinafter provided in an aggregate amount equal to 100% of such Net Cash Proceeds.

(b) Immediately upon the receipt by any Loan Party or any Subsidiary of the Net Cash Proceeds of any Equity Issuance, the Borrower shall prepay the Loans as hereinafter provided in an aggregate amount equal to 100% of such Net Cash Proceeds.

 

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(1) Debt Issuance. Immediately upon the receipt by any Loan Party or any Subsidiary of the Net Cash Proceeds of any Debt Issuance, the Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of such Net Cash Proceeds.

(3) Extraordinary Receipts. Immediately upon receipt by any Loan Party or any Subsidiary of any Extraordinary Receipt in excess of $500,000 in the aggregate for any Fiscal Year, received by or paid to or for the account of any Loan Party or any of its Subsidiaries, the Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate principal amount equal to 100% of all Net Cash Proceeds received therefrom; provided that with respect to any Net Cash Proceeds of an Extraordinary Receipt, at the election of the Borrower, and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may (A) utilize any Net Cash Proceeds constituting proceeds of casualty insurance to promptly repair or rebuild, as applicable, any property damaged to the comparable state of such property prior to the casualty event, or (B) reinvest all or any portion of such Net Cash Proceeds in fixed capital or operating assets, in each case of clause (A) or (B) so long as (x) within 180 days after receipt of such Net Cash Proceeds, such repair, rebuilding or reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), and (y) if a definitive agreement to so repair, rebuild or reinvest has been executed within such 180-day period, then such repair, rebuilding or reinvestment shall have been consummated within 180 days after the entering into of such definitive agreement; and provided further that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b).

(4) Application of Payments. Each prepayment of Loans pursuant to the foregoing provisions of clauses (i) through (iv) of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loan in inverse order of maturity, including, without limitation, the final principal repayment installment on the Maturity Date and, second, to the Revolving Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.

(5) Revolving Outstandings. If for any reason the Total Revolving Outstandings at any time exceed the Revolving Facility at such time, the Borrower shall promptly prepay Revolving Loans, Swingline Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless, after the prepayment of the Revolving Loans and Swingline Loans, the Total Revolving Outstandings exceed the Revolving Facility at such time.

(6) Application of Other Payments. Except as otherwise provided in Section 2.15, prepayments of the Revolving Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swingline Loans, second, shall be applied to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations and the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swingline Loans and Revolving Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations

 

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in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Within the parameters of the applications set forth above, prepayments pursuant to this Section 2.05(b) shall be applied first to Base Rate Loans and then to Term SOFR Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

(f) Termination or Reduction of Commitments.

(i) Optional. The Borrower may, upon notice to the Administrative Agent, terminate the Revolving Facility, the Letter of Credit Sublimit or the Swingline Sublimit, or from time to time permanently reduce the Revolving Facility, the Letter of Credit Sublimit or the Swingline Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Revolving Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans would exceed the Swingline Sublimit.

(ii) Mandatory.

(1) The aggregate Term Commitments shall be automatically and permanently reduced to zero on the date of the Term Borrowing. The aggregate First Amendment Incremental Term Commitments shall be automatically and permanently reduced to zero after giving effect to the Additional Term Loans made on the First Amendment Effective Date.

(2) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess.

(iii) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit or the Revolving Commitment under this Section 2.06. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such reduction amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such termination.

 

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(g) Repayment of Loans.

(i) Term Loans. The Borrower shall repay to the Term Lenders the aggregate principal amount of all Term Loans outstanding on last day of each calendar quarter beginning on September 30, 2024 in the respective amounts set forth opposite such periods (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05), unless accelerated sooner pursuant to Section 8.02;

 

Payment Dates

   Principal Repayment
Installments
 

September 30, 2024 through September 30, 2025

   $ 1,625,000  

December 31, 2025 through June 30, 2026

   $ 2,562,500  

September 30, 2026 through June 30, 2027

   $ 3,843,750  

September 30, 2027 and thereafter

   $ 5,125,000  

provided, however, that (i) the final principal repayment installment of the Term Loans shall be repaid on the Maturity Date and in any event shall be in an amount equal to the aggregate principal amount of all Term Loans outstanding on such date, (ii) if any principal repayment installment to be made by the Borrower (other than principal repayment installments on Term SOFR Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and (iii) if any principal repayment installment to be made by the Borrower on a Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Day.

(ii) Revolving Loans. The Borrower shall repay to the Revolving Lenders on the Maturity Date the aggregate principal amount of all Revolving Loans outstanding on such date.

(iii) Swingline Loans. The Borrower shall repay each Swingline Loan on the earlier to occur of (i) the date ten (10) Business Days after such Loan is made and (ii) the Maturity Date.

(h) Interest and Default Rate.

(i) Interest. Subject to the provisions of Section 2.08(b), (i) each Term SOFR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period from the applicable Borrowing date at a rate per annum equal to the Term SOFR for such Interest Period plus the Applicable Rate; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable Borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iii) each Swingline Loan shall bear interest on the outstanding principal amount thereof from the applicable Borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate. To the extent that any calculation of interest or any fee required to be paid under this Agreement shall be based on (or result in) a calculation that is less than zero, such calculation shall be deemed zero for purposes of this Agreement.

 

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(ii) Default Rate.

(1) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by Applicable Laws.

(2) If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by Applicable Laws.

(3) Upon the request of the Required Lenders, while any Event of Default exists (including a payment default), all outstanding Obligations (including Letter of Credit Fees) may accrue at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by Applicable Laws.

(4) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(iii) Interest Payments. Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

(i) Fees.

In addition to certain fees described in clauses (l) and (m) of Section 2.03:

(i) Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a commitment fee equal to the Applicable Rate times the actual daily amount by which the Revolving Facility exceeds the sum of (i) the Outstanding Amount of Revolving Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Revolving Facility for purposes of determining the commitment fee. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

 

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(ii) Other Fees.

(1) The Borrower shall pay to the Administrative Agent and BofA Securities, LLC for its own account fees in the amounts and at the times specified in the Fee Letter and the First Amendment Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

(2) The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

(j) Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.

(i) Computation of Interest and Fees. All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Term SOFR) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred sixty (360) day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365 day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

(ii) Financial Statement Adjustments or Restatements. If, as a result of any restatement of or other adjustment to the financial statements of Pubco and its Subsidiaries or for any other reason, Borrower, or the Lenders determine that (i) the Consolidated Senior Leverage Ratio as calculated by Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Senior Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This clause (b) shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as the case may be, under any provision of this Agreement to payment of any Obligations hereunder at the Default Rate or under Article VIII. The Borrower’s obligations under this clause (b) shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

(k) Evidence of Debt.

(i) Maintenance of Accounts. The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender in the ordinary course of business. The Administrative Agent shall maintain the Register in accordance with Section 11.06(c). The accounts or records maintained by each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest

 

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and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the Register, the Register shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(ii) Maintenance of Records. In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swingline Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

(l) Payments Generally; Administrative Agent’s Clawback.

(i) General. All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Subject to Section 2.07(a) and as otherwise specifically provided for in this Agreement, if any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(ii) (2) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Term SOFR Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank

 

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compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(1) Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C Issuer, as the case may be, the amount due. With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (1) the Borrower has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrower (whether or not then owed); or (3) the Administrative agent has for any reason otherwise erroneously made such payment; then each of the Appropriate Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this clause (b) shall be conclusive, absent manifest error.

(iii) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(iv) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Term Loans and Revolving Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 11.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 11.04(c).

 

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(v) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(vi) Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing (other than Swingline Borrowings) shall be made from the Appropriate Lenders, each payment of fees under Section 2.09 and clauses (l) and (m) of Section 2.03 shall be made for account of the Appropriate Lenders, and each termination or reduction of the amount of the Commitments shall be applied to the respective Commitments of the Lenders, pro rata according to the amounts of their respective Commitments; (ii) each Borrowing shall be allocated pro rata among the Lenders according to the amounts of their respective Commitments (in the case of the making of Revolving Loans) or their respective Loans that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Loans by the Borrower shall be made for account of the Appropriate Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans held by them; and (iv) each payment of interest on Loans by the Borrower shall be made for account of the Appropriate Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Appropriate Lenders.

(m) Sharing of Payments by Lenders.

If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations in respect of any of the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time, then, in each case under clauses (a) and (b) above, the Lender receiving such greater proportion shall (A) notify the Administrative Agent of such fact, and (B) purchase (for cash at face value) participations in the Loans and sub-participations in L/C Obligations and Swingline Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations in respect of the Facilities then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

(1) if any such participations or sub-participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or sub-participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

 

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(2) the provisions of this Section 2.13 shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) the application of Cash Collateral provided for in Section 2.14, or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or sub-participations in L/C Obligations or Swingline Loans to any assignee or participant, other than an assignment to any Loan Party or any Affiliate thereof (as to which the provisions of this Section 2.13 shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

(n) Cash Collateral.

(i) Obligation to Cash Collateralize. At any time there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent or the L/C Issuer (with a copy to the Administrative Agent), the Borrower shall Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.15(a)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.

(ii) Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as Collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.14(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or the L/C Issuer as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (determined in the case of Cash Collateral provided pursuant to Section 2.15(a)(v), after giving effect to Section 2.15(a)(v) and any Cash Collateral provided by the Defaulting Lender). All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. The Borrower shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral.

(iii) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.14 or Sections 2.03, 2.05, 2.15 or 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Revolving Lender that is a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.

 

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(iv) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Revolving Lender (or, as appropriate, its assignee following compliance with Section 11.06(b)(vi))) or (ii) the determination by the Administrative Agent and the L/C Issuer that there exists excess Cash Collateral; provided, however, (A) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (B) the Person providing Cash Collateral and the L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

(o) Defaulting Lenders.

(i) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:

(1) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 11.01.

(2) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the L/C Issuer or the Swingline Lender hereunder; third, to Cash Collateralize the L/C’s Issuer Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (A) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (B) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise as may be required under the Loan Documents in connection with any Lien conferred thereunder or directed

 

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by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(3) Certain Fees.

(a) Fees. No Defaulting Lender shall be entitled to receive any fee payable under Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(b) Letter of Credit Fees. Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Revolving Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.14.

(c) Defaulting Lender Fees. With respect to any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (B) above, the Borrower shall (1) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations or Swingline Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (2) pay to the L/C Issuer and the Swingline Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such L/C Issuer’s or Swingline Lender’s Fronting Exposure to such Defaulting Lender, and (3) not be required to pay the remaining amount of any such fee.

(4) Reallocation of Applicable Revolving Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Revolving Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. Subject to Section 11.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

 

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(5) Cash Collateral, Repayment of Swingline Loans. If the reallocation described in clause (a)(iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under Applicable Law, (A) first, prepay Swingline Loans in an amount equal to the Swingline Lender’s Fronting Exposure and (B) second, Cash Collateralize the L/C Issuer’s Fronting Exposure in accordance with the procedures set forth in Section 2.14.

(ii) Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender and the L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with their Revolving Commitments (without giving effect to Section 2.15(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(iii) New Swingline Loans/Letters of Credit. So long as any Revolving Lender is a Defaulting Lender, (i) the Swingline Lender shall not be required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swingline Loan and (ii) the L/C Issuer shall not be required to issue, extend, increase, reinstate or renew any letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

Increase in Commitments.

(iv) Borrower Request. The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date for the Revolving Facility, an increase to the existing Revolving Commitments (each, an “Incremental Revolving Commitment”) and/or (y) the establishment of one or more new term loan commitments (each, an “Incremental Term Commitment”), by an aggregate amount not in excess of $100,000,000. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment shall be in an aggregate amount of $5,000,000 or any whole multiple of $5,000,000 in excess thereof (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth in above), and the Borrower may make a maximum of three (3) such requests pursuant to this Section 2.16.

 

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(v) Conditions. The Incremental Commitments shall become effective as of the Increase Effective Date; provided that:

(1) each of the conditions set forth in Section 4.02 shall be satisfied;

(2) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date;

(3) the representations and warranties contained in Article V and the other Loan Documents that are subject to materiality or Material Adverse Effect qualifications are true and correct in all respects on and as of the Increase Effective Date as made on and as of such date, and the representations and warranties contained in the Credit Agreement and the other Loan Documents that are not subject to materiality or Material Adverse Effect qualifications are true and correct in all material respects on and as of the Increase Effective Date as made on and as of such date, except (i) in each case to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and (ii) for purposes of this Section 2.16(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 6.01(a) and (b), respectively;

(4) on a Pro Forma Basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 and the Consolidated Senior Leverage Ratio shall not be greater than a “0.25x” turn less than the Consolidated Senior Leverage Ratio permitted under Section 7.11(a), for the most recently ended period of four (4) consecutive Fiscal Quarters for which financial statements have been delivered (or were required to be delivered) pursuant to Section 6.01(a) or (b);

(5) the Borrower shall make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 3.05;

(6) the Borrower shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Closing Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent; and

(7) (A) upon the reasonable request of any Lender made at least seven (7) days prior to the Increase Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three (3) Business Days prior to the Increase Effective Date and (B) at least three (3) Business Days prior to the Increase Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.

 

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(vi) Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows:

(1) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below), they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below;

(2) the terms and provisions of Revolving Loans made pursuant to new Commitments shall be identical to the Revolving Loans;

(3) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans;

(4) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Maturity Date; and

(5) the Applicable Rate for Incremental Term Loans shall be determined by the Borrower and the Lenders of the Incremental Term Loans; provided that in the event that the Applicable Rate for any Incremental Term Loan is greater than the Applicable Rate for the Term Loans, then the Applicable Rate for the Term Loans shall be increased to the extent necessary so that the Applicable Rate for the Incremental Term Loans is equal to the Applicable Rate for the Term Loans, and the Applicable Rate for Revolving Loans (at each point in the table set forth in the definition of “Applicable Rate,” to the extent applicable) shall be increased by the same number of basis points as the Applicable Rate for the Term Loan is increased; provided, further, that in determining the Applicable Rate applicable to the Term Loans and the Incremental Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders of the Term Loans or the Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity); (y) customary arrangement or commitment fees payable to the Arranger (or its respective affiliates) in connection with the Term Loans or to one (1) or more arrangers (or their affiliates) of the Incremental Term Loans shall be excluded; and (z) if the Base Rate “floor” for the Incremental Term Loans is greater than the Base Rate “floor” for the existing Term Loans, the difference between such floor for the Incremental Term Loans and the existing Term Loans shall be equated to an increase in the Applicable Rate for purposes of this clause (v).

The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 11.01, the Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.16. In addition, unless otherwise specifically provided herein, all references in Loan Documents to Revolving Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement. This Section 2.16 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.

 

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(vii) Adjustment of Revolving Credit Loans. To the extent the Commitments being increased on the relevant Increase Effective Date are Incremental Revolving Commitments, then each Revolving Lender that is acquiring an Incremental Revolving Commitment on the Increase Effective Date shall make a Revolving Loan, the proceeds of which will be used to prepay the Revolving Loans of the other Revolving Lenders immediately prior to such Increase Effective Date, so that, after giving effect thereto, the Revolving Loans outstanding are held by the Revolving Lenders pro rata based on their Revolving Commitments after giving effect to such Increase Effective Date. If there is a new borrowing of Revolving Loans on such Increase Effective Date, the Revolving Lenders after giving effect to such Increase Effective Date shall make such Revolving Loans in accordance with Section 2.01(b).

(viii) Making of New Term Loans. On any Increase Effective Date on which new Commitments for Term Loans are effective, subject to the satisfaction of the foregoing terms and conditions, each Lender of such new Commitment shall make a Term Loan to the Borrower in an amount equal to its new Commitment.

(ix) Equal and Ratable Benefit. The Loans and Commitments established pursuant to this clause (f) shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents, except that the new Loans may be subordinated in right of payment or the Liens securing the new Loans may be subordinated, in each case, to the extent set forth in the Increase Joinder. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such class of Term Loans or any such new Commitments.

TAXES, YIELD PROTECTION AND ILLEGALITY

(a) Taxes.

(i) Defined Terms. For purposes of this Section 3.01, the term “Applicable Law” includes FATCA and the term “Lender” includes any L/C Issuer.

(ii) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Laws. If any Applicable Laws (as determined in the good faith discretion of an applicable withholding agent) require the deduction or withholding of any Tax from any such payment by the applicable withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

 

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(iii) Payment of Other Taxes by the Loan Parties. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(iv) Tax Indemnifications.

(1) Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(2) Each Lender shall, and does hereby, severally indemnify and shall make payment in respect thereof within ten (10) days after demand therefor, (A) the Administrative Agent against any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so) (B) the Administrative Agent against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register and (C) the Administrative Agent against any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this clause (d)(ii).

(v) Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority, as provided in this Section 3.01, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

 

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(vi) Status of Lenders; Tax Documentation.

(1) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(2) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,

(a) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or about the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W–9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(b) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(i) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W–8BEN–E (or W–8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W–8BEN–E (or W–8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(ii) executed copies of IRS Form W–8ECI;

(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit M–1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W–8BEN–E (or W–8BEN, as applicable); or

 

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(iv) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W–8IMY, accompanied by IRS Form W–8ECI, IRS Form W–8BEN–E (or W–8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit M–2 or Exhibit M–3, IRS Form W–9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit M–4 on behalf of each such direct and indirect partner;

(c) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(d) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for the purposes of this clause (f)(ii)(D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(3) Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

 

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(vii) Treatment of Certain Refunds. Unless required by Applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 3.01, it shall pay to such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that each Loan Party, upon the request of the Recipient, agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this clause (g), in no event will the applicable Recipient be required to pay any amount to such Loan Party pursuant to this clause (g) the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This clause (g) shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to any Loan Party or any other Person.

(viii) Survival. Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

(b) Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to SOFR or Term SOFR, or to determine or charge interest rates based upon SOFR or Term SOFR, then, upon notice thereof by such Lender to the Borrower (through the Administrative Agent), (a) any obligation of such Lender to make or continue Term SOFR Loans or to convert Base Rate Loans to Term SOFR Loans shall be suspended, and (b) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Term SOFR component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Term SOFR component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Term SOFR Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Term SOFR component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Term SOFR Loan to such day, or immediately, if such Lender may not lawfully continue to maintain such Term SOFR Loan and (ii) if such notice asserts the illegality of such Lender determining or charging interest rates based upon SOFR, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Term SOFR component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon SOFR. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.05.

 

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(c) Inability to Determine Rates.

(i) If in connection with any request for a Term SOFR Loan or a conversion of Base Rate Loans to Term SOFR Loans or a continuation of any such Loans, as applicable, (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate has been determined in accordance with Section 3.03(b), and the circumstances under clause (i) of Section 3.03(b) or the Scheduled Unavailability Date has occurred (as applicable) or (B) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (ii) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Term SOFR Loans, or to convert Base Rate Loans to Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component in determining the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 3.03(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (ii) any outstanding Term SOFR Loans shall be deemed to have been converted to Base Rate Loans immediately at the end of their respective applicable Interest Period.

(ii) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower or Required Lenders (as applicable) have determined (which determination likewise shall be conclusive absent manifest error), that:

(1) adequate and reasonable means do not exist for ascertaining one month, three month and six month interest periods of Term SOFR including, without limitation, because the Term SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or

(2) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available, or permitted to be used for determining the interest rate of U.S. dollar denominated syndicated loans, or shall or will otherwise

 

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cease, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer representative or available permanently or indefinitely, the “Scheduled Unavailability Date”);

then, on a date and time determined by the Administrative Agent (any such date, the “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any Loan Document with Daily Simple SOFR plus the SOFR Adjustment for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “Successor Rate”).

If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest payments will be payable on a quarterly basis.

Notwithstanding anything to the contrary herein, (i) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date or (ii) if the events or circumstances of the type described in Section 3.03(b)(i) or (ii) have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this Agreement solely for purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 3.03 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternate benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated credit facilities syndicated and agented in the United States for such alternative benchmark and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated credit facilities syndicated and agented in the United States for such benchmark. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a “Successor Rate”. Any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to such amendment.

The Administrative Agent will promptly (in one or more notices) notify the Borrower and each Lender of the implementation of any Successor Rate.

Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.

Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero%, the Successor Rate will be deemed to be zero% for the purposes of this Agreement and the other Loan Documents.

 

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In connection with the implementation of a Successor Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.

(d) Increased Costs.

(i) Increased Costs Generally. If any Change in Law shall:

(1) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or the L/C Issuer;

(2) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(3) impose on any Lender or the L/C Issuer any other condition, cost or expense affecting this Agreement or Term SOFR Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

(ii) Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

 

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(iii) Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in clause (a) or (b) of this Section 3.04 and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(iv) Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section 3.04 shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section 3.04 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine (9) month period referred to above shall be extended to include the period of retroactive effect thereof).

(e) Compensation for Losses.

Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(i) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(ii) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or

(iii) any assignment of a Term SOFR Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 11.13;

including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

(f) Mitigation Obligations; Replacement of Lenders.

(i) Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Borrower, such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment

 

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(i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.

(ii) Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a), the Borrower may replace such Lender in accordance with Section 11.13.

(g) Survival.

All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder, resignation of the Administrative Agent and the Facility Termination Date.

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

(a) Conditions of Initial Credit Extension.

The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:

(i) Execution of Credit Agreement; Loan Documents. The Administrative Agent shall have received (i) counterparts of this Agreement, executed by a Responsible Officer of each Loan Party and a duly authorized officer of each Lender, (ii) for the account of each Lender requesting a Note, a Note executed by a Responsible Officer of the Borrower, (iii) counterparts of the Security Agreement and each other Collateral Document, executed by a Responsible Officer of the applicable Loan Parties and a duly authorized officer of each other Person party thereto, as applicable, (iv) counterparts of the Management Fee Subordination Agreement, executed by a Responsible Officer of the applicable Loan Parties, a duly authorized officer of the Management Entity and a duly authorized officer of each other Person party thereto, as applicable and (v) counterparts of any other Loan Document, executed by a Responsible Officer of the applicable Loan Party and a duly authorized officer of each other Person party thereto.

(ii) Officer’s Certificate. The Administrative Agent shall have received an Officer’s Certificate dated the Closing Date, certifying as to the Organization Documents of each Loan Party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), the resolutions of the governing body of each Loan Party, the good standing, existence or its equivalent of each Loan Party and of the incumbency (including specimen signatures) of the Responsible Officers of each Loan Party.

 

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(iii) Legal Opinions of Counsel. The Administrative Agent shall have received an opinion or opinions (including, if requested by the Administrative Agent, local counsel opinions) of counsel for the Loan Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent.

(iv) Financial Statements. The Administrative Agent and the Lenders shall have received copies of (i) a quality of earnings report prepared by Grant Thornton in connection with the Closing Date Acquisition, in form and substance satisfactory to the Administrative Agent and updated to include the latest quarterly results of the Closing Date Targets and their subsidiaries for the quarter ending immediately prior to the Closing Date; and (ii) pro forma consolidated financial statements as to Holdings and its Subsidiaries, giving effect to all elements of the Transactions to be effected on, or prior to, the Closing Date, and forecasts prepared by management of Holdings, each in form satisfactory to the Administrative Agent and the Lenders, of balance sheets, income statements, and cash flow statements on an annual basis for the five years following the Closing Date, each in form and substance satisfactory to each of them.

(v) Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:

(1) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;

(2) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;

(3) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;

(4) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated;

(5) subject to Section 6.17, in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent);

(6) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and

 

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(7) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

(vi) Liability, Casualty, Property, Terrorism and Business Interruption Insurance. The Administrative Agent shall have received copies of insurance policies, declaration pages, certificates, and endorsements of insurance or insurance binders evidencing liability, casualty, property, terrorism and business interruption insurance meeting the requirements set forth herein or in the Collateral Documents or as required by the Administrative Agent. The Loan Parties shall have delivered to the Administrative Agent an Authorization to Share Insurance Information.

(vii) Solvency Certificate. The Administrative Agent shall have received a Solvency Certificate signed by a Responsible Officer of the Borrower as to the financial condition, solvency and related matters of the Borrower and its Subsidiaries, after giving effect to the initial Borrowings under the Loan Documents and the other transactions contemplated hereby.

(viii) Financial Condition Certificate. The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer of the Borrower as of the Closing Date, as to certain financial matters, substantially in the form of Exhibit P.

iii) Loan Notice. The Administrative Agent shall have received a Loan Notice with respect to the Loans to be made on the Closing Date.

(ix) Existing Indebtedness of the Loan Parties. All of the existing Indebtedness for borrowed money of Holdings and its Subsidiaries (other than Indebtedness permitted to exist pursuant to Section 7.02) shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date.

(x) Anti-Money-Laundering; Beneficial Ownership. Upon the reasonable request of any Lender made at least seven (7) days prior to the Closing Date, the Borrower shall have provided to such Lender at least three (3) Business Days prior to the Closing Date, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, and any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.

(xi) Consents. The Administrative Agent shall have received evidence that all members, boards of directors, governmental, shareholder and third party consents and approvals necessary, or, in the opinion of the Administrative Agent, desirable, in connection with the Transaction, the Loan Documents and the other transactions contemplated hereby and thereby have been obtained, and all applicable waiting periods shall have expired without any action being taken by any authority that could restrain, prevent or impose any material adverse condition on the Loan Parties and their subsidiaries or such Transaction, or that could seek or threaten any of the foregoing, and no law or regulation shall be applicable which, in the reasonable judgment of the Administrative Agent, could have such effect.

(xii) Fees and Expenses. The Administrative Agent and the Lenders shall have received all fees and expenses (including the fees and expenses of counsel (including any local counsel) for the Administrative Agent), if any, owing pursuant to the Fee Letter and Section 2.09.

 

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(xiii) Due Diligence. The Lenders shall have completed a due diligence investigation of Holdings, the Closing Date Targets and each of their respective Subsidiaries in scope, and with results, satisfactory to the Lenders.

(xiv) Closing Date Equity Contribution. The Administrative Agent shall be satisfied that Closing Date Equity Contribution has been made.

(xv) Consummation of the Transactions under the Closing Date Acquisition Documents. Administrative Agent shall have received executed copies of Closing Date Acquisition Documents, which in each case shall be form and substance reasonably satisfactory to Administrative Agent. All conditions precedent to the Closing Date Acquisition Documents shall have been met and the transactions under the Closing Date Acquisition Documents shall have been consummated in accordance with all applicable requirements of Law and the terms of the Closing Date Acquisition Documents, as applicable (without any amendment, modification or waiver of any of the provisions thereof that would be materially adverse to the Lenders or Administrative Agent without the prior written consent of Administrative Agent).

(xvi) Preferred Equity Documents. The Preferred Equity and the Senior Preferred Equity shall be in form and substance satisfactory to the Administrative Agent (including dividend rate and any mandatory redemption date, if applicable, that exceeds the Maturity Date by at least six (6) months). The Administrative Agent shall have received an executed Preferred Equity Subordination Agreement.

(xvii) Term Loans. After giving effect to the Term Loans to be made on the Closing Date, the Consolidated Senior Leverage Ratio calculated on a Pro Forma Basis shall not be greater than 3.00:1.00.

(xviii) Other Documents. All other documents provided for herein or which the Administrative Agent or any other Lender may reasonably request or require.

(xix) Additional Information. Such additional information and materials which the Administrative Agent and/or any Lender shall reasonably request or require.

Without limiting the generality of the provisions of Section 9.03(c), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

(b) Conditions to all Credit Extensions.

The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension is subject to the following conditions precedent:

(i) Representations and Warranties. The representations and warranties of the Borrower and each other Loan Party contained in Article II, Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) with respect to representations and warranties that contain a materiality qualification, true and correct as of the date of such Credit Extension and (ii) with respect to representations and warranties that do not contain a materiality qualification, true and correct in all material respects on and as of the date of such Credit Extension, and except that for purposes of this Section 4.02, the representations and warranties contained in Section 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively.

 

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(ii) Default. No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.

(iii) Request for Credit Extension. The Administrative Agent and, if applicable, the L/C Issuer or the Swingline Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

Each Request for Credit Extension submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

REPRESENTATIONS AND WARRANTIES

Each Loan Party represents and warrants to the Administrative Agent and the Lenders, as of the date made or deemed made, that:

(a) Existence, Qualification and Power.

Each Loan Party and each of its Subsidiaries (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect. The copy of the Organization Documents of each Loan Party provided to the Administrative Agent pursuant to the terms of this Agreement is a true and correct copy of each such document, each of which is valid and in full force and effect.

(b) Authorization; No Contravention.

The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of (or the requirement to create) any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Applicable Law.

 

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(c) Governmental Authorization; Other Consents.

No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, other than (i) authorizations, approvals, actions, notices and filings which have been duly obtained and (ii) filings to perfect the Liens created by the Collateral Documents.

(d) Binding Effect.

This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity.

(e) Financial Statements; No Material Adverse Effect.

(i) Audited Financial Statements. After the Closing Date (commencing with the Fiscal Year ended December 31, 2024), the Audited Financial Statements most recently delivered pursuant to Section 6.01(a) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Loan Parties and their Subsidiaries as of the date thereof and their results of operations, cash flows and changes in Shareholders’ Equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Loan Parties and their Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

(ii) Quarterly Financial Statements. After the Closing Date, the unaudited Consolidated balance sheets of the Loan Parties and their Subsidiaries most recently delivered pursuant to Section 6.01(b), and the related Consolidated statements of income or operations, Shareholders’ Equity and cash flows for the Fiscal Quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Loan Parties and their Subsidiaries as of the date thereof and their results of operations, cash flows and changes in Shareholders’ Equity for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.

(iii) Material Adverse Effect. Since December 31, 2024, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

iv) Forecasted Financials. The Consolidated forecasted balance sheets, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01, or of the Loan Parties and their Subsidiaries delivered pursuant to Section 6.01, in each case, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s best estimate of its future financial condition and performance.

 

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v) Quality of Earnings Report. The quality of earnings report prepared by Grant Thornton LLP and dated March 31, 2024, in form and substance reasonably satisfactory to the Administrative Agent, (1) fairly presents the financial condition of Persons described therein as of the date thereof and their results of operations and cash flows for the period covered thereby; and (ii) shows all material indebtedness and other liabilities, direct or contingent, of Persons described therein as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

(f) Quality of Earnings Report in connection with First Amendment Effective Date Acquisition. The quality of earnings report prepared by Grant Thornton LLP and dated August 2025, in form and substance reasonably satisfactory to the Administrative Agent, (i) fairly presents the financial condition of Persons described therein as of the date thereof and their results of operations and cash flows for the period covered thereby; and (ii) shows all material indebtedness and other liabilities, direct or contingent, of Persons described therein as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

(f) Litigation.

There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Loan Parties after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any Subsidiary or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document or any of the transactions contemplated hereby, or (b) either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect.

(g) No Default.

Neither any Loan Party nor any Subsidiary thereof is in default under or with respect to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

(h) Ownership of Property.

Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for Permitted Liens and such defects in title as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(i) Environmental Matters.

Except as could not, individually or in the aggregate, reasonably be expected to result in any Material Adverse Effect on any of the Loan Parties or any of their respective subsidiaries:

 

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(1) (A) None of the properties currently or, to the knowledge of any Loan Party, formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or formally proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no, and to the knowledge of the Loan Parties and their Subsidiaries never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned, leased or operated by any Loan Party or any of its Subsidiaries or, to the best of the knowledge of the Loan Parties, on any property formerly owned, leased or operated by any Loan Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on, at or in any property currently owned, leased or operated by any Loan Party or any of its Subsidiaries, where, given the condition of such asbestos or asbestos-containing material, there is a present obligation to remove such material under Environmental Law; (D) Hazardous Materials have not been released, discharged or disposed of on, at, under or from any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries or otherwise arising from the operations, of any Loan Party or any of its Subsidiaries except in material compliance with Environmental Law or otherwise known to applicable regulatory authorities and subject to (and in compliance with) remedial measures or the assumption of indemnity obligations by such authorities; and (E) no Loan Party or any of its Subsidiaries has become subject to any Environmental Liability or knows of any facts or circumstances that could reasonably be expected to give rise to any Environmental Liability;

(2) (A) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release of Hazardous Materials at, on, under, or from any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries have been disposed of in a manner which could not reasonably expected to result in liability to any Loan Party or any of its Subsidiaries; and

(3) The Loan Parties and their respective Subsidiaries: (A) are, and within the period of all applicable statutes of limitation have been, in compliance with all applicable Environmental Laws; (B) hold all Environmental Permits (each of which is in full force and effect) required for any of their current or intended operations or for any property owned, leased, or otherwise operated by any of them; (C) are, and within the period of all applicable statutes of limitation have been, in compliance with all of their Environmental Permits; (D) to the extent within the control of the Loan Parties and their respective Subsidiaries, will timely renew and comply with each of their Environmental Permits and any additional Environmental permits that may be required of any of them without material expense, and timely comply with any current, future or potential Environmental Law without material expense; and (E) are not aware of any requirements proposed for adoption or implementation under any Environmental Law.

(j) Insurance.

The properties of the Loan Parties and their Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Loan Party or the applicable Subsidiary operates. The

 

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general liability, casualty, property, terrorism and business interruption insurance coverage of the Loan Parties as in effect on the Closing Date, and as of the last date such Schedule was required to be updated in accordance with Sections 6.02, 6.13 and 6.14, is outlined as to carrier, policy number, expiration date, type, amount and deductibles on Schedule 5.10 and such insurance coverage complies with the requirements set forth in this Agreement and the other Loan Documents.

(k) Taxes.

Each Loan Party and each of its Subsidiaries have timely filed (taking into account automatic extensions of time to file obtained in the ordinary course of business) all federal and state income tax returns and all other material tax returns and reports required to be filed, and have timely paid all federal and state income and all other material Taxes (whether or not shown on a tax return), including in its capacity as a withholding agent, levied or imposed upon it or its properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. No tax Lien has been filed, and there is no proposed (in writing) tax assessment against any Loan Party or any Subsidiary that would, if made, have a Material Adverse Effect, nor is there any tax sharing agreement applicable to the Borrower or any Subsidiary.

(l) ERISA Compliance.

(i) Except as could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, (i) each Plan is in compliance with the applicable provisions of ERISA, the Code and other federal or state laws; (ii) each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code is so qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, and to the knowledge of the Loan Parties, nothing has occurred that would prevent or cause the loss of such tax-qualified status.

(ii) There are no pending or, to the knowledge of the Loan Parties, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no non-exempt prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(iii) (i) No ERISA Event has occurred, and no Loan Party nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan or Multiemployer Plan that, either individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (ii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and no Loan Party knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iii) no Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (iv) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (v) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan.

 

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(iv) No Loan Party maintains or contributes to, or has any unsatisfied obligation to contribute to, or liability under, any active or terminated Pension Plan other than (i) on the Closing Date, those listed on Schedule 5.12 hereto and (ii) thereafter, Pension Plans not otherwise prohibited by this Agreement.

(v) The Borrower represents and warrants as of the Closing Date that the Borrower is not and will not be using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to the Borrower’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement.

(m) Margin Regulations; Investment Company Act.

(i) Margin Regulations. No Loan Party nor any of its Subsidiaries is engaged or will engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U), or extending credit for the purpose of purchasing or carrying margin stock. Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than twenty-five percent (25%) of the value of the assets (either of the Borrower only or of the Pubco and its Subsidiaries on a Consolidated basis) subject to the provisions of Section 7.01 or Section 7.05 or subject to any restriction contained in any agreement or instrument between a Loan Party or any of its Subsidiaries and any Lender or any Affiliate of any Lender relating to Indebtedness and within the scope of Section 8.01(e) will be margin stock.

(ii) Investment Company Act. None of the Borrower, any Person Controlling the Borrower, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

(n) Disclosure.

The Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries or any other Loan Party is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, each Loan Party represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

(o) Compliance with Laws.

Each Loan Party and each Subsidiary thereof is in compliance with the requirements of all Applicable Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

 

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(p) Solvency.

Each Loan Party is, individually and together with its Subsidiaries on a Consolidated basis, Solvent.

(q) Casualty, Etc.

Neither the businesses nor the properties of any Loan Party or any of its Subsidiaries are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(r) Sanctions Concerns and Anti-Corruption Laws.

(i) Sanctions Concerns. No Loan Party, nor any Subsidiary, nor, to the knowledge of the Loan Parties and their Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by one or more individuals or entities that are (i) currently the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated Nationals or HMT’s Consolidated List of Financial Sanctions Targets, or any similar list enforced by any other relevant sanctions authority or (iii) located, organized or resident in a Designated Jurisdiction. The Borrower and its Subsidiaries have conducted their businesses in compliance in all material respects with all applicable Sanctions and have instituted and maintained policies and procedures designed to promote and achieve compliance with such Sanctions.

(ii) Anti-Corruption Laws. The Loan Parties and their Subsidiaries have conducted their business in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other applicable anti-corruption legislation in other jurisdictions, and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

(s) [Intentionally Omitted].

(t) Subsidiaries; Equity Interests; Loan Parties.

(i) Subsidiaries, Joint Ventures, Partnerships and Equity Investments. Set forth on Schedule 5.20(a), is the following information which is true and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02, 6.13 and 6.14: (i) a complete and accurate list of all Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02, 6.13 and 6.14, (ii) the number of shares of each class of Equity Interests in each Subsidiary outstanding, (iii) the number and percentage of outstanding shares of each class of Equity Interests owned by the Loan Parties and their Subsidiaries and (iv) the class or nature of such Equity Interests (i.e., voting, non-voting, preferred, etc.). The outstanding Equity Interests in all Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens. There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to the Equity Interests of any Loan Party or any Subsidiary thereof, except as contemplated in connection with the Loan Documents.

 

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(ii) Loan Parties. Set forth on Schedule 5.20(b) is a complete and accurate list of all Loan Parties, showing as of the Closing Date, or as of the last date such Schedule was required to be updated in accordance with Sections 6.02, 6.13 and 6.14, (as to each Loan Party) (i) the exact legal name, (ii) any former legal names of such Loan Party in the four (4) months prior to the Closing Date, (iii) the jurisdiction of its incorporation or organization, as applicable, (iv) the type of organization, (v) the jurisdictions in which such Loan Party is qualified to do business, (vi) the address of its chief executive office, (vii) the address of its principal place of business, (viii) its U.S. federal taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation or organization, (ix) the organization identification number, (x) ownership information (e.g., publicly held or if private or partnership, the owners and partners of each of the Loan Parties) and (xi) the industry or nature of business of such Loan Party.

(u) Collateral Representations.

(i) Collateral Documents. The provisions of the Collateral Documents are effective to create in favor of the Administrative Agent for the benefit of the Secured Parties a legal, valid and enforceable first priority Lien (subject to Permitted Liens) on all right, title and interest of the respective Loan Parties in the Collateral described therein. Except for filings completed prior to the Closing Date and as contemplated hereby and by the Collateral Documents, no filing or other action will be necessary to perfect or protect such Liens.

(ii) Intellectual Property. (i) Set forth on Schedule 5.21(b)(i), as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02, 6.13 and 6.14, is a list of all registered or issued Intellectual Property (including all applications for registration and issuance) owned by each of the Loan Parties or that each of the Loan Parties has the right to (including the name/title, current owner, registration or application number, and registration or application date and such other information as reasonably requested by the Administrative Agent). (ii) Set forth on Schedule 5.21(b)(ii), as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02, 6.13 and 6.14 contains a true and complete description of (A) each internet domain name registered to such Loan Party or in which such Loan Party has ownership, operating or registration rights, (B) the name and address of the registrar for such internet domain name, (C) the registration identification information for such internet domain name, (D) the name of each internet website operated (whether individually or jointly with others) by such Loan Party, (E) the name and address of each internet service provider through whom each such website is operated, (F) the name and address of each operator of each other internet site, internet search engine, internet directory or Web browser with whom such Loan Party maintains any advertising or linking relationship which is material to the operation of or flow of internet traffic to such Loan Party’s website and (G) each technology licensing and other agreement that is material to the operation of such Loan Party’s website or to the advertising and linking relationship described in (H), and the name and address of each other party to such agreement.

(iii) Documents, Instrument, and Tangible Chattel Paper. Set forth on Schedule 5.21(c), as of the Closing Date and as of the last date such Schedule 5.21(c) was required to be updated in accordance with Sections 6.02, 6.13 and 6.14, is a description of all Documents, Instruments, and Tangible Chattel Paper (each as defined in the UCC) of the Loan Parties (including the Loan Party owning such Document, Instrument and Tangible Chattel Paper and such other information as reasonably requested by the Administrative Agent).

 

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(iv) Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, and Securities Accounts.

(1) Set forth on Schedule 5.21(d)(i), as of the Closing Date and as of the last date such Schedule 5.21(d)(i) was required to be updated in accordance with Sections 6.02 and 6.14, is a description of all deposit accounts and securities accounts of the Loan Parties, including the name of (A) the applicable Loan Party, (B) in the case of a deposit account, the depository institution and average amount held in such deposit account and whether such account is a zero balance account or a payroll account, and (C) in the case of a securities account, the securities intermediary or issuer and the average aggregate market value held in such securities account, as applicable.

(2) Set forth on Schedule 5.21(d)(ii), as of the Closing Date and as of the last date such Schedule 5.21(d)(ii) was required to be updated in accordance with Sections 6.02, 6.13 and 6.14, is a description of all Electronic Chattel Paper (as defined in the UCC) and Letter-of-Credit Rights (as defined in the UCC) of the Loan Parties, including the name of (A) the applicable Loan Party, (B) in the case of Electronic Chattel Paper (as defined in the UCC), the account debtor and (C) in the case of Letter-of-Credit Rights (as defined in the UCC), the issuer or nominated person, as applicable.

(v) Commercial Tort Claims. Set forth on Schedule 5.21(e), as of the Closing Date and as of the last date such Schedule 5.21(e) was required to be updated in accordance with Sections 6.02, 6.13 and 6.14, is a description of all Commercial Tort Claims (as defined in the UCC) of the Loan Parties (detailing such Commercial Tort Claim in such detail as reasonably requested by the Administrative Agent).

(vi) Pledged Equity Interests. Set forth on Schedule 5.21(f), as of the Closing Date and as of the last date such Schedule 5.21(f) was required to be updated in accordance with Sections 6.02, 6.13 and 6.14, is a list of (i) all Pledged Equity and (ii) all other Equity Interests required to be pledged to the Administrative Agent pursuant to the Collateral Documents (in each case, detailing the Grantor (as defined in the Security Agreement), the Person whose Equity Interests are pledged, the number of shares of each class of Equity Interests, the certificate number and percentage ownership of outstanding shares of each class of Equity Interests and the class or nature of such Equity Interests (i.e., voting, non-voting, preferred, etc.)).

(vii) Properties. Set forth on Schedule 5.21(g), as of the Closing Date and as of the last date such Schedule 5.21(g) was required to be updated in accordance with Sections 6.02, 6.13 and 6.14, is a list of (A) each headquarter location of the Loan Parties, (B) each other location where any significant administrative or governmental functions are performed, (C) each other location where the Loan Parties maintain any books or records (electronic or otherwise) and (D) each location where any personal property Collateral is located at any premises owned or leased by a Loan Party (in each case, including (1) an indication if such location is leased or owned, (2), if leased, the name of the lessor, and if owned, the name of the Loan Party owning such property, (3) the address of such property (including, the city, county, state and zip code)).

(viii) Material Contracts. Set forth on Schedule 5.21(h), as of the Closing Date and as of the last date such Schedule 5.21(h) was required to be updated in accordance with Sections 6.02, 6.13 and 6.14, is a complete and accurate list of all Material Contracts of the Loan Parties and their Subsidiaries.

 

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(v) EEA Financial Institutions.

No Loan Party is an EEA Financial Institution.

(w) Covered Entities.

No Loan Party is a Covered Entity.

(x) Beneficial Ownership Certification.

The information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

(y) Designation as Senior Indebtedness.

The Obligations constitute “Designated Senior Indebtedness” or any similar designation (with respect to indebtedness that having the maximum rights as “senior debt”) under and as defined in any agreement governing any Subordinated Debt and the subordination provisions set forth in each such agreement are legally valid and enforceable against the parties thereto.

(z) Intellectual Property; Licenses, Etc.

Each Loan Party and each of its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, trade secrets, know-how, franchises, licenses and other intellectual property rights that are used in the operation of their respective businesses, without conflict with the rights of any other Person. To the knowledge of the Borrower, neither the operation of the business, nor any product, service, process, method, substance, part or other material now used, or now contemplated to be used, by any Loan Party or any of its Subsidiaries infringes, misappropriates or otherwise violates upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, there has been no unauthorized use, access, interruption, modification, corruption or malfunction of any information technology assets or systems (or any information or transactions stored or contained therein or transmitted thereby) owned or used by the any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Labor Matters.

There are no collective bargaining agreements or Multiemployer Plans covering the employees of the Borrower or any of its Subsidiaries as of the Closing Date and neither the Borrower nor any Subsidiary has suffered any strikes, walkouts, work stoppages or other material labor difficulty within the last five (5) years preceding the Closing Date.

Closing Date Acquisition Documents.

(i) Delivery. The Borrower has delivered to the Administrative Agent true, complete and correct copies of (i) each Closing Date Acquisition Document and of all annexes, appendices, exhibits and schedules thereto as of the date hereof, any agreement required to be delivered in connection with any Closing Date Acquisition Document at or prior to the closing of the transactions contemplated by such Closing Date Acquisition Documents (including any side letter executed or otherwise required by any of the parties thereto), and (ii) copies of any material amendment, restatement, supplement or other modification to or waiver under each Closing Date Acquisition Document entered into after the date hereof (including any such modification accomplished via a side letter or any other document).

 

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(ii) Representations and Warranties. Each of the representations and warranties given by any Loan Party in any Closing Date Acquisition Document is true and correct in all material respects as of the Closing Date (or as of any earlier date to which such representation and warranty specifically relates); provided that such materiality qualifier shall not apply to any representations and warranties to the extent already qualified or modified by materiality or similar concept in the text thereof. Notwithstanding anything in the Closing Date Acquisition Documents to the contrary, the representations and warranties of each Loan Party set forth in this Section 5.28 shall, solely for purposes hereof, survive the Closing Date for the benefit of Administrative Agent and the Lender.

(iii) Governmental Requirements. All Governmental Requirements and all other authorizations, approvals and consents of any other Person required by the Closing Date Acquisition Documents or necessary to consummate the Closing Date Acquisition have been obtained and are in full force and effect.

(iv) Conditions Precedent. On the Closing Date, all of the conditions to effecting or consummating Closing Date Acquisition set forth in the Closing Date MIPA have been duly satisfied or waived by the Administrative Agent (to the extent any such conditions could reasonably be expected to be adverse to the Lenders or Administrative Agent), and the Closing Date Acquisition has been consummated or will be consummated substantially concurrently herewith, in accordance with the Closing Date Acquisition Documents and all applicable laws.

First Amendment Effective Date Acquisition Documents.

(v) Delivery. The Borrower has delivered to the Administrative Agent true, complete and correct copies of (i) each First Amendment Effective Date Acquisition Document and of all annexes, appendices, exhibits and schedules thereto as of the date hereof, any agreement required to be delivered in connection with any First Amendment Effective Date Acquisition Document at or prior to the closing of the transactions contemplated by such First Amendment Effective Date Acquisition Documents (including any side letter executed or otherwise required by any of the parties thereto), and (ii) copies of any material amendment, restatement, supplement or other modification to or waiver under each First Amendment Effective Date Acquisition Document entered into after the date hereof (including any such modification accomplished via a side letter or any other document).

(vi) Representations and Warranties. Each of the representations and warranties given by any Loan Party in any First Amendment Effective Date Acquisition Document is true and correct in all material respects as of the First Amendment Effective Date (or as of any earlier date to which such representation and warranty specifically relates); provided that such materiality qualifier shall not apply to any representations and warranties to the extent already qualified or modified by materiality or similar concept in the text thereof. Notwithstanding anything in the First Amendment Effective Date Acquisition Documents to the contrary, the representations and warranties of each Loan Party set forth in this Section 5.29 shall, solely for purposes hereof, survive the First Amendment Effective Date for the benefit of Administrative Agent and the Lender.

 

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(vii) Governmental Requirements. All Governmental Requirements and all other authorizations, approvals and consents of any other Person required by the First Amendment Effective Date Acquisition Documents or necessary to consummate the First Amendment Effective Date Acquisition have been obtained and are in full force and effect.

(viii) Conditions Precedent. On the First Amendment Effective Date, (i) all of the conditions to effecting or consummating the First Amendment Effective Date Acquisition set forth in the First Amendment Effective Date Asset Purchase Agreement have been duly satisfied or waived by the Administrative Agent (to the extent any such conditions could reasonably be expected to be adverse to the Lenders or Administrative Agent), (ii) the First Amendment Effective Date Acquisition has been consummated or will be consummated substantially concurrently herewith, in accordance with the First Amendment Effective Date Acquisition Documents and all applicable laws, and (iii) the First Amendment Effective Date Equity Contribution has been made.

AFFIRMATIVE COVENANTS

Each of the Loan Parties hereby covenants and agrees that on the Closing Date and thereafter until the Facility Termination Date, such Loan Party shall, and shall cause each of its Subsidiaries to:

(a) Financial Statements.

Deliver to the Administrative Agent (and, if requested in writing by the Administrative Agent, with copies for each Lender), in form and detail satisfactory to the Administrative Agent:

(i) Audited Financial Statements.

(1) As soon as available, but in any event within one hundred twenty (120) days after the end of the Fiscal Year ended December 31, 2025, a Consolidated and consolidating balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Year, and the related Consolidated and consolidating statements of income or operations, changes in Shareholders’ Equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, (A) such Consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally or regionally recognized standing reasonably acceptable to the Administrative Agent, including Grant Thornton LLP, which is acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, and (B) such consolidating statements to be certified by the chief executive officer, chief financial officer, treasurer or controller that is a Responsible Officer of Holdings to the effect that such statements are fairly stated in all material respects when considered in relation to the Consolidated financial statements of Holdings and its Subsidiaries.

 

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(2) As soon as available, but in any event within one hundred twenty (120) days after the end of each Fiscal Year of Pubco (or, if earlier, fifteen (15) days after the date required to be filed with the SEC (after giving effect to any extension permitted by the SEC)) (commencing with the Fiscal Year ended December 31, 2026), a Consolidated and consolidating balance sheet of Pubco and its Subsidiaries as at the end of such Fiscal Year, and the related Consolidated and consolidating statements of income or operations, changes in Shareholders’ Equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP (provided such comparative form shall not be required until the Fiscal Year ending December 31, 2027), (A) such Consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally or regionally recognized standing reasonably acceptable to the Administrative Agent, including Grant Thornton LLP, which is acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, and (B) such consolidating statements to be certified by the chief executive officer, chief financial officer, treasurer or controller that is a Responsible Officer of Pubco to the effect that such statements are fairly stated in all material respects when considered in relation to the Consolidated financial statements of Pubco and its Subsidiaries.

(ii) Quarterly Financial Statements.

(1) As soon as available, but in any event within forty-five (45) days after the end of each of the Fiscal Quarters until the first anniversary of the First Pubco Reporting Quarter, a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of each such Fiscal Quarter, and the related Consolidated statements of income or operations, changes in Shareholders’ Equity and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP and including management discussion and analysis of operating results inclusive of operating metrics in comparative form, such Consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller who is a Responsible Officer of Holdings as fairly presenting the financial condition, results of operations, Shareholders’ Equity and cash flows of Holdings and its Subsidiaries, subject only to normal year-end audit adjustments and the absence of footnotes.

(2) As soon as available, but in any event within forty-five (45) days after the end of the first full Fiscal Quarter following the De-SPAC Closing Date (such Fiscal Quarter, the “First Pubco Reporting Quarter”) and each of Fiscal Quarters of each Fiscal Year of Pubco thereafter (or, if earlier, five (5) days after the date required to be filed with the SEC (after giving effect to any extension permitted by the SEC)), a Consolidated balance sheet of Pubco and its Subsidiaries as at the end of such Fiscal Quarter, and the related Consolidated statements of income or operations, changes in Shareholders’ Equity and cash flows for such Fiscal Quarter and for the portion of Pubco’s Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year (provided that, such comparative form shall not be required until the first anniversary of the First Pubco Reporting Quarter) all in reasonable detail and prepared in accordance with GAAP and including management discussion and analysis of operating results inclusive of operating metrics in comparative form, such Consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller who is a Responsible Officer of Pubco as fairly presenting the financial condition, results of operations, Shareholders’ Equity and cash flows of Pubco and its Subsidiaries, subject only to normal year-end audit adjustments and the absence of footnotes.

 

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vi) Intentionally Omitted.

(iii) Business Plan and Budget.

(1) As soon as available, but in any event within forty-five (45) days after December 31, 2025, an annual business plan and budget of Holdings and its Subsidiaries on a Consolidated basis, including forecasts prepared by management of Holdings, in form satisfactory to the Administrative Agent and the Required Lenders, of Consolidated balance sheets and statements of income or operations and cash flows of Holdings and its Subsidiaries on a yearly basis for the immediately following Fiscal Year.

(2) As soon as available, but in any event within forty-five (45) days after the end of each Fiscal Year of Pubco (commencing with the Fiscal Year ended December 31, 2026), an annual business plan and budget of Pubco and its Subsidiaries on a Consolidated basis, including forecasts prepared by management of Pubco, in form satisfactory to the Administrative Agent and the Required Lenders, of Consolidated balance sheets and statements of income or operations and cash flows of Pubco and its Subsidiaries on a yearly basis for the immediately following Fiscal Year.

(iv) First Amendment Effective Date Acquisition. As soon as available, but in any event within sixty (60) days after the First Amendment Effective Date, a company-prepared balance sheet, and the related statements of income or operations, changes in Shareholders’ Equity and cash flows for the First Amendment Effective Date Seller for the fiscal quarter ending September 30, 2025, all in reasonable detail and prepared in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.

As to any information contained in materials furnished pursuant to Section 6.02(g), Holdings and Pubco shall not be separately required to furnish such information under Section 6.01(a) or (b) above, but the foregoing shall not be in derogation of the obligation of Holdings and Pubco to furnish the information and materials described in Sections 6.01(a) and (b) above at the times specified therein.

(b) Certificates; Other Information.

Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:

(i) Intentionally Omitted.

(ii) Compliance Certificate. Concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) commencing with the delivery of the financial statements for the Fiscal Quarter ended September 30, 2024, (i) a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller which is a Responsible Officer of Pubco (or of Holdings, as applicable). Unless the Administrative Agent or a Lender requests executed originals, delivery of the Compliance Certificate may be by electronic communication including fax or email and shall be deemed to be an original and authentic counterpart thereof for all purposes.

 

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(iii) Updated Schedules. Concurrently with the delivery of the Compliance Certificate referred to in Section 6.02(b), the following updated Schedules to this Agreement (which may be attached to the Compliance Certificate) to the extent required to make the representation related to such Schedule true and correct as of the date of such Compliance Certificate: Schedules 5.10, 5.20(a), 5.20(b), 5.21(b), 5.21(c), 5.21(d)(i), 5.21(d)(ii), 5.21(e), 5.21(f), 5.21(g) and 5.21(h).

(iv) Calculations. Concurrently with the delivery of the Compliance Certificate referred to in Section 6.02(b) required to be delivered with the financial statements referred to in Section 6.01(a), a certificate (which may be included in such Compliance Certificate) including (i) the amount of all Restricted Payments, Investments (including Acquisitions), Dispositions, Capital Expenditures, Debt Issuances and Equity Issuances that were made during the prior Fiscal Year and (ii) amounts received in connection with any Extraordinary Receipt during the prior Fiscal Year.

(v) Changes in Entity Structure. Within ten (10) days prior to any merger, consolidation, dissolution or other change in entity structure of any Loan Party or any of its Subsidiaries permitted pursuant to the terms hereof, provide notice of such change in entity structure to the Administrative Agent, along with such other information as reasonably requested by the Administrative Agent. Provide notice to the Administrative Agent, not less than ten (10) days prior (or such extended period of time as agreed to by the Administrative Agent) of any change in any Loan Party’s legal name, state of organization, or organizational existence.

(vi) Audit Reports; Management Letters; Recommendations. Promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of any Loan Party by independent accountants in connection with the accounts or books of any Loan Party or any of its Subsidiaries, or any audit of any of them.

(vii) Annual Reports; Etc. Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Pubco, and to the extent applicable, copies of all annual, regular, periodic and special reports and registration statements which Pubco may file or be required to file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto.

(viii) Debt Securities Statements and Reports. Promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Loan Party or of any of its Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02.

(ix) SEC Notices. Promptly, and in any event within ten (10) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof.

 

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(x) Notices. Not later than ten (10) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of all notices, requests and other documents (including amendments, waivers and other modifications) so received under or pursuant to any instrument, indenture, loan or credit or similar agreement and, from time to time upon request by the Administrative Agent, such information and reports regarding such instruments, indentures and loan and credit and similar agreements as the Administrative Agent may reasonably request.

(xi) Environmental Notice. Not later than ten (10) Business Days after a Loan Party’s receipt of written notice thereof, notice of any action or proceeding against or of any noncompliance by any Loan Party or any of its Subsidiaries with any Environmental Law or Environmental Permit that could reasonably be expected to have a Material Adverse Effect.

(xii) Anti-Money-Laundering; Beneficial Ownership Regulation. Promptly following any request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act and under the Beneficial Ownership Regulation.

vii) Additional Information. Promptly, such additional information regarding the business, financial, legal or corporate affairs of any Loan Party or any Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(g) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 1.01(a); or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (x) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (y) the Borrower shall notify the Administrative Agent and each Lender (by fax transmission or e-mail transmission) of the posting of any such documents and provide to the Administrative Agent by e-mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

The Borrower hereby acknowledges that (i) the Administrative Agent and/or an Affiliate thereof may, but shall not be obligated to, make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar or a substantially similar electronic transmission system (the “Platform”) and (ii) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (A) all such Borrower Materials shall be clearly and conspicuously marked

 

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“PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (B) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, any Affiliate thereof, the Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (C) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (D) the Administrative Agent and any Affiliate thereof and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

(c) Notices.

Promptly, but in any event within three (3) Business Days, notify the Administrative Agent and each Lender:

(i) of any Loan Party obtaining knowledge of the occurrence of any Default;

(ii) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including any of the following (to the extent it could reasonably be expected to result in a Material Adverse Effect): (i) breach or non-performance of, or any default under, a Contractual Obligation of the Borrower or any Subsidiary; (ii) any action, suit, dispute, litigation, investigation, proceeding or suspension involving any Loan Party or any Subsidiary or any of their respective properties and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Subsidiary, including pursuant to any applicable Environmental Laws;

(iii) of the occurrence of any ERISA Event that has resulted or could reasonably be expected to result in liability of any Loan Party to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of $2,500,000;

(iv) of any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary thereof, including any determination by Pubco or the Borrower referred to in Section 2.10(b); and

(v) of any (i) occurrence of any Disposition of property or assets for which the Borrower is required to make a mandatory prepayment pursuant to Section 2.05(b)(i), (ii) Equity Issuance for which the Borrower is required to make a mandatory prepayment pursuant to Section 2.05(b)(ii), (iii) Debt issuance for which the Borrower is required to make a mandatory prepayment pursuant to Section 2.05(b)(iii), and (iv) receipt of any Extraordinary Receipt for which the Borrower is required to make a mandatory prepayment pursuant to Section 2.05(b)(iv).

Each notice pursuant to this Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and to the extent applicable, stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

 

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(d) Payment of Obligations.

Pay and discharge as the same shall become due and payable, all its material tax and all other obligations and liabilities, including (a) all material tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary; (b) all material lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Loan Parties; and (c) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness.

(e) Preservation of Existence, Etc.

(i) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05;

(ii) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and

(iii) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

(f) Maintenance of Properties.

(i) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear and obsolescence excepted; and

(ii) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

(g) Maintenance of Insurance.

(i) Maintenance of Insurance. Maintain with financially sound and reputable insurance companies not Affiliates of the Borrower, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons and all such insurance shall (i) provide for not less than thirty (30) days’ prior notice to the Administrative Agent of termination, lapse or cancellation of such insurance, (ii) name the Administrative Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Secured Parties (in the case of liability insurance) or loss payee (in the case of property insurance), as applicable, (iii) if reasonably requested by the Administrative Agent, include a breach of warranty clause and (iv) be reasonably satisfactory in all other respects to the Administrative Agent.

 

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(ii) Evidence of Insurance. Cause the Administrative Agent to be named as lenders’ loss payable, loss payee or mortgagee, as its interest may appear, and/or additional insured with respect of any such insurance providing liability coverage or coverage in respect of any Collateral, and cause, unless otherwise agreed to by the Administrative Agent, each provider of any such insurance to agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Administrative Agent that it will give the Administrative Agent thirty (30) days prior written notice before any such policy or policies shall be altered or cancelled (or ten (10) days prior notice in the case of cancellation due to the nonpayment of premiums). Annually, upon expiration of current insurance coverage, the Loan Parties shall provide, or cause to be provided, to the Administrative Agent, such evidence of insurance as required by the Administrative Agent, including, but not limited to: (i) certified copies of such insurance policies, (ii) evidence of such insurance policies (including, without limitation and as applicable, ACORD Form 28 certificates (or similar form of insurance certificate), and ACORD Form 25 certificates (or similar form of insurance certificate)), (iii) declaration pages for each insurance policy and (iv) lender’s loss payable endorsement if the Administrative Agent for the benefit of the Secured Parties is not on the declarations page for such policy. As requested by the Administrative Agent, the Loan Parties agree to deliver to the Administrative Agent an Authorization to Share Insurance Information.

(h) Compliance with Laws.

Comply with the requirements of all Applicable Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

(i) Books and Records. Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of such Loan Party or such Subsidiary, as the case may be.

(j) Inspection Rights.

(i) Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired up to two (2) times in each Fiscal Year provided that no Event of Default has occurred and is continuing, upon reasonable advance notice to the Borrower; provided, however, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice; provided further that, so long as no Event of Default exists, the Administrative Agent shall give the Borrower at least five (5) Business Days’ notice prior to any discussions with the Loan Parties’ independent public accountants, and, if the Borrower desires to participate in such discussions, the Borrower shall so notify the Administrative Agent during such five-Business-Day period; provided that the Administrative Agent shall not be required to postpone such discussions in order to permit the Borrower to participate.

 

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(ii) If requested by the Administrative Agent in its sole discretion, permit the Administrative Agent and its representatives, upon reasonable advance notice to the Borrower, to conduct, at the expense of the Borrower, an annual (i) personal property asset appraisal on personal property Collateral of the Borrower and its Subsidiaries, (ii) real estate appraisal on real estate Collateral of the Borrower and its Subsidiaries and (iii) field exam on the accounts receivable, inventory, payables, controls and systems of the Borrower and its Subsidiaries.

(iii) If requested by the Administrative Agent in its sole discretion, permit the Administrative Agent, and its representatives, upon reasonable advance notice to the Borrower, to conduct an annual audit of the Collateral at the expense of the Borrower.

(iv) Notwithstanding anything to the contrary in this Section 6.10, no Loan Party will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which access or inspection by, or disclosure to, the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law (provided, such Loan Party shall make the Administrative Agent aware that information is being withheld (to the extent permitted by applicable Law) and shall use commercially reasonable efforts to communicate the relevant information in a way that does not violate such applicable Law), or (c) is subject to attorney-client or similar privilege or constitutes attorney work product (provided, such Loan Party shall make the Administrative Agent aware that information is being withheld and shall use commercially reasonable efforts to communicate the relevant information in a way that does not violate such attorney-client or similar privilege).

(k) Use of Proceeds.

(i) On the Closing Date, use the proceeds of the Term Loans only to refinance certain existing Indebtedness of the Loan Parties, to partially finance the Closing Date Acquisition, to pay transaction expenses incurred in connection with the Closing Date Acquisition and this Agreement.

(ii) Use the proceeds of the Credit Extensions for general corporate purposes not in contravention of any Law or of any Loan Document.

(iii) On the First Amendment Effective Date, use the proceeds of the Additional Term Loans only to refinance certain existing Indebtedness of the Loan Parties, to partially finance the First Amendment Effective Date Acquisition, to pay transaction expenses incurred in connection with the First Amendment Effective Date Acquisition and other Transaction Costs permitted under this Agreement.

(l) Material Contracts.

Perform and observe all the terms and provisions of each Material Contract to be performed or observed by it in all material respects, maintain each such Material Contract in full force and effect, enforce each such Material Contract in accordance with its terms, take all such action to such end as may be from time to time reasonably requested by the Administrative Agent and, upon reasonable request of the Administrative Agent, make to each other party to each such Material Contract such demands and requests for information and reports or for action as any Loan Party or any of its Subsidiaries is entitled to make under such Material Contract, and cause each of its Subsidiaries to do so.

 

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(m) Covenant to Guarantee Obligations.

The Loan Parties will cause each of their Subsidiaries (other than any CFC, FSHCO or Subsidiary that is held directly or indirectly by a CFC) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, no Foreign Subsidiary shall be required to become a Guarantor to the extent such Guaranty would result in a material adverse tax consequence for any Loan Party. In connection therewith, the Loan Parties shall give notice to the Administrative Agent not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion), or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01(b), (c), (e), (f), (k) and 6.14 and such other documents or agreements as the Administrative Agent may reasonably request, including without limitation, updated Schedules 5.10, 5.20(a), 5.20(b), 5.21(b)(i), 5.21(c), 5.21(d)(i), 5.21(d)(ii), 5.21(e), 5.21(f), 5.21(g) and 5.21(h).

(n) Covenant to Give Security.

Except with respect to Excluded Property:

(i) Equity Interests and Personal Property. Each Loan Party will cause the Pledged Equity and all of its tangible and intangible personal property now owned or hereafter acquired by it to be subject at all times to a first priority, perfected Lien (subject to Permitted Liens to the extent permitted by the Loan Documents) in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations pursuant to the terms and conditions of the Collateral Documents. Each Loan Party shall provide opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent (or such deliveries may be waived with respect to immaterial personal property by Administrative Agent in its reasonable discretion).

(ii) Landlord Waivers. Subject to Section 6.17, in the case of (i) each headquarter location of the Loan Parties, each other location where any significant administrative or governmental functions are performed and each other location where the Loan Parties maintain any books or records (electronic or otherwise) and (ii) any other premises leased by a Loan Party containing personal property Collateral with a value in excess of twenty percent (20%) of the total value of the Collateral, the Loan Parties will use commercially reasonable efforts to provide the Administrative Agent with such estoppel letters, consents and waivers from the landlords on such real property to the extent requested by the Administrative Agent (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent).

(iii) Account Control Agreements. Each of the Loan Parties shall not open, maintain or otherwise have any deposit or other accounts (including securities accounts) at any bank or other financial institution, or any other account where money or securities are or may be deposited or maintained with any Person, other than (i) accounts that are deposit accounts are held at Bank of America, (ii) deposit accounts that are maintained at all times with depositary institutions as to which the Administrative Agent shall have received a Qualifying Control Agreement within 90 days of the Closing Date or any Permitted Acquisition (or Administrative

 

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Agent shall have received a Qualifying Control Agreement prior to or substantially contemporaneously with the opening of such deposit account), (iii) securities accounts that are maintained at all times with financial institutions as to which the Administrative Agent shall have received a Qualifying Control Agreement, (iv) deposit accounts established solely as payroll and other zero balance accounts.

(iv) Updated Schedules. Concurrently with the delivery of any Collateral pursuant to the terms of this Section 6.14, the Borrower shall provide the Administrative Agent with the applicable updated Schedule(s): 5.20(a), 5.21(b)(i), 5.21(c), 5.21(d)(i), 5.21(d)(ii), 5.21(e), 5.21(f), 5.21(g) and 5.21(h).

(v) Further Assurances. At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable to maintain in favor of the Administrative Agent, for the benefit of the Secured Parties, Liens and insurance rights on the Collateral that are duly perfected in accordance with the requirements of, or the obligations of the Loan Parties under, the Loan Documents and all Applicable Laws.

(o) Anti-Corruption Laws; Sanctions.

Conduct its business in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other applicable anti-corruption legislation in other jurisdictions and with all applicable Sanctions, and maintain policies and procedures designed to promote and achieve compliance with such laws and Sanctions.

Further Assurances.

Promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by Applicable Law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so.

Post-Closing Obligations.

Execute and deliver the documents, and complete the tasks set forth on Schedule 6.17, within the time frames listed thereon.

First Amendment Effective Date Post-Closing Obligations.

Execute and deliver the documents, and complete the tasks set forth on Schedule 6.18, within the time frames listed thereon.

 

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Second Amendment Effective Date Post-Closing Obligations.

Execute and deliver the documents, and complete the tasks set forth on Schedule 6.19, within the time frames listed thereon.

(p) Intermediate Blocker.

The Loan Parties will cause Intermediate Blocker to be dissolved, merged out of existence or otherwise cease to exist in accordance with Section 7.04 on or before the date that is six months (or such longer period in the sole discretion of Administrative Agent) after the conversion into or exchange of the Equity Interests of Intermediate Blocker for Equity Interests in Pubco pursuant to the Intermediate Blocker Exchange Agreement.

NEGATIVE COVENANTS

Each of the Loan Parties hereby covenants and agrees that on the Closing Date and thereafter until the Facility Termination Date, no Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly:

(a) Liens.

Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for the following (the “Permitted Liens”):

(i) Liens pursuant to any Loan Document (including Liens securing customary obligations arising under Secured Hedge Agreements);

(ii) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b);

(iii) Liens for Taxes not yet due or Liens for Taxes which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(iv) Statutory Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted; provided that adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(v) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;

 

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(vi) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), licenses or permits, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(vii) (i) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person and (ii) any obligations or duties affecting any property of the Borrower or any Loan Party to any municipality or public authority with respect to any franchise, grant, license or permit that do not materially impair the use of such property for the purposes for which it is held;

(viii) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h);

viii) Liens securing Indebtedness permitted under Section 7.02(c); provided that (i) (A) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including, with respect to BALC Permitted Equipment Financings, BALC Other Permitted Equipment Financing Collateral), (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being financed on the date of the financed acquisition or lease, or the date of completion of the financed construction, repair or improvement, as applicable, and (iii) such Liens attach to such property concurrently with or within ninety (90) days after (A) the financed acquisition thereof, or (B) the date of commencement of the financed lease, construction, repair or improvement thereof, as applicable;

ix) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by Pubco or any of its Subsidiaries with any Lender, in each case in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing solely the customary amounts owing to such bank with respect to cash management and operating account arrangements; provided, that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;

(ix) Liens arising out of judgments or awards not resulting in an Event of Default; provided the applicable Loan Party or Subsidiary shall in good faith be prosecuting an appeal or proceedings for review;

(x) any Lien imposed as a result of a taking under the exercise of the power of eminent domain by any Governmental Authority or by any Person acting under Governmental Authority;

(xi) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease entered into by any Loan Party or any Subsidiary thereof in the ordinary course of business and covering only the assets so leased, licensed or subleased;

x) Liens of a collection bank arising under Section 4–210 of the UCC on items in the course of collection;

(xii) Liens securing the Permitted Airplane Financing provided that such Liens do not at any time encumber any property other the aircraft, airframe, aircraft engine or related property financed by such Indebtedness;

 

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(xiii) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary after the Closing Date (other than Liens on the Equity Interests of any Person that becomes a Subsidiary to the extent such Equity Interests are owned by a Loan Party); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds, products and accessions thereof) of such Person and not of any other Loan Party or Subsidiary, and (iii) the Indebtedness secured thereby is permitted under Section 7.02(j);

provided that, notwithstanding anything to the contrary in this Section, none of the foregoing provisions of this Section 7.01 shall permit any Lien (other than any Liens pursuant to clauses (a), (c), (d), (f), (g), (l) and (m) of this Section 7.01) to exist on any owned real property of any Loan Party or any of its Subsidiaries.

(b) Indebtedness.

Create, incur, assume or suffer to exist any Indebtedness, except:

(i) Indebtedness under the Loan Documents;

(ii) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension;

(iii) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations, Permitted Equipment Financings, purchase money obligations or Indebtedness financing the construction, repair, replacement, lease or improvement of fixed or capital assets, so long as such purchase money obligation or other Indebtedness is incurred by Borrower or the applicable Subsidiary of the Borrower prior to or within 90 days after the acquisition, construction, repair, replacements, lease or improvement of the applicable asset and are otherwise within the limitations set forth in Section 7.01(i); provided, however, (x) that the aggregate amount of all such Indebtedness (other than Indebtedness under Permitted Equipment Financings) at any one time outstanding shall not exceed the greater of (A) 7.5% of Consolidated EBITDA for the Measurement Period and (B) $10,000,000 and (y) the aggregate principal amount of such Indebtedness in respect of Permitted Equipment Financings at any one time outstanding shall not exceed the greater of (A) 20% of Consolidated EBITDA and (B) $30,000,000;

(iv) Unsecured Indebtedness of a Subsidiary of the Borrower owed to the Borrower or a Subsidiary of the Borrower, which Indebtedness shall (i) to the extent required by the Administrative Agent, be evidenced by promissory notes which shall be pledged to the Administrative Agent as Collateral for the Secured Obligations in accordance with the terms of the Security Agreement, (ii) be on terms (including subordination terms) acceptable to the Administrative Agent and (iii) be otherwise permitted under the provisions of Section 7.03 (“Intercompany Debt”);

 

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(v) (i) to the extent constituting Indebtedness, the Sandplant Deferred Payment and (ii) Indebtedness incurred by the Borrower or a Subsidiary thereof in a Permitted Acquisition, in each case, constituting earnouts or other similar adjustments to the purchase price in an aggregate amount not to exceed $20,000,000;

(vi) Indebtedness of Loan Parties (other than Intermediate Blocker) under Cash Management Agreements and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business and any Guarantees thereof, or the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business so long as such Indebtedness is extinguished within 15 Business Days of its incurrence; provided that such Loan Parties shall not guarantee or otherwise be responsible under such agreements, arrangements, protections or programs for obligations of any Person that is not a Loan Party;

(vii) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by Pubco or any Subsidiary thereof (other than Intermediate Blocker) or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice;

(viii) any Swap Contract and guarantees of Swap Contracts of any other Subsidiary entered into in the ordinary course of business to hedge or mitigate interest rate risks, commodity price risks or other risks to which Loan Parties are exposed in the conduct of their business or the management of their liabilities, and not for speculative purposes;

(ix) Guarantees of the Borrower or any Guarantor (other than Intermediate Blocker) in respect of Indebtedness otherwise permitted hereunder of the Borrower or any other Guarantor;

(x) Indebtedness in respect of any Permitted Airplane Financing in an aggregate principal amount up to $3,000,000 under this clause (j); and

(xi) other Indebtedness of the Borrower or any Subsidiary thereof (excluding (i) Intercompany Debt and (ii) Guarantees by the Borrower or any Guarantor of Indebtedness of any Subsidiary that is not a Loan Party) in an aggregate principal amount not exceeding the greater of (x) $7,500,000 and (y) 10% of Consolidated EBITDA for the Measurement Period at any time outstanding.

(c) Investments.

Make or hold any Investments, except:

(i) Investments held by Pubco and its Subsidiaries (other than Intermediate Blocker) in the form of cash or Cash Equivalents; provided that, it shall not be a violation of this Section 7.03(a) for a Restricted Payment permitted by Section 7.06 to be made to Pubco through Intermediate Blocker;

(ii) advances to officers, directors and employees of Pubco and its Subsidiaries (other than Intermediate Blocker) in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes;

 

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(iii) employee loans or advances that do not exceed $200,000 in the aggregate at any one time outstanding and are made in the ordinary course of business consistent with practices existing on the Closing Date;

(iv) (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) until the Intermediate Blocker Merger Date, Investments by Pubco in Intermediate Blocker outstanding on the Intermediate Blocker Effective Date, (iii) additional Investments by Pubco and its Subsidiaries (other than Intermediate Blocker) in Loan Parties (other than Intermediate Blocker), (iv) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (v) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties (other than Intermediate Blocker) in Subsidiaries that are not Loan Parties in an aggregate amount invested from the date hereof not to exceed $5,000,000;

(v) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

(vi) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment,

(vii) Investments with respect to any Swap Contract permitted under Section 7.02(h);

(viii) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted hereunder;

(ix) cash deposits required by any Governmental Authority or public utilities;

(x) Guarantees permitted by Section 7.02;

(xi) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03;

(xii) (i) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv)), (ii) the First Amendment Effective Date Acquisition; and (iii) other Acquisitions approved by the Required Lenders in writing; and

(xiii) other Investments in any Person (other than Intermediate Blocker) having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (m) in an aggregate amount invested from the date hereof not to exceed $5,000,000;

 

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provided, however, that after giving effect to the making of any loans, advances or deposits permitted by clauses (c), (f), (i), (l) or (m) of this Section, no Default or Event of Default shall have occurred and be continuing.

(d) Fundamental Changes.

Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:

(i) any Subsidiary of the Borrower may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries of the Borrower, provided that when any Loan Party (other than the Borrower, Intermediate Blocker, Holdings, Haymaker Subsidiary or Pubco) is merging with another Subsidiary, a Loan Party shall be the continuing or surviving Person;

(ii) any Loan Party (other than the Borrower, Holdings, Haymaker Subsidiary, Intermediate Blocker or Pubco) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party (other than Holdings, Haymaker Subsidiary, Intermediate Blocker or Pubco);

(iii) any Subsidiary of the Borrower that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party (other than Haymaker Subsidiary or Intermediate Blocker);

xi) in connection with any Permitted Acquisition, any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower, Holdings, Haymaker Subsidiary, Intermediate Blocker or Pubco) is a party, such Loan Party is the surviving Person;

(iv) each of the Borrower and any of its Subsidiaries may merge into or consolidate with any other Person (other than Haymaker Subsidiary or Intermediate Blocker) or permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving Person and (ii) in the case of any such merger to which any Loan Party (other than the Borrower, Holdings, Haymaker Subsidiary, Intermediate Blocker or Pubco) is a party, such Loan Party is the surviving Person;

(v) the Loan Parties may consummate the De-SPAC Transaction;

(vi) the Haymaker Subsidiary may (i) Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Party (other than Intermediate Blocker), (ii) terminate its existence, dissolve or otherwise cease to exist or (iii) merge into or consolidate with any other Loan Party (other than Intermediate Blocker), provided that such Loan Party shall be the continuing or surviving Person;

 

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(vii) Holdings may merge into or consolidate with Pubco so long as (i) Pubco shall be the continuing or surviving Person, (ii) Pubco shall, immediately following such merger, consolidation or liquidation directly own all Equity Interests in the Borrower, (iii) the Pubco shall expressly assume all of the obligations of Holdings under this Agreement and the other Loan Documents, (iv) the Secured Parties’ rights and obligations under the Loan Documents, taken as a whole, including their rights and remedies with respect to any Collateral owned by Pubco, and Pubco’s obligations under the Guaranty and the Security Agreement, will not be impaired in any manner as a result of such merger, consolidation or liquidation, and (v) the Borrower shall deliver a certificate to the Administrative Agent certifying and demonstrating that immediately after giving effect to such merger, consolidation or liquidation on a Pro Forma Basis as of the last day of the most recently ended Measurement Period, the Loan Parties are in Pro Forma Compliance; and

(viii) Intermediate Blocker may (A) Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Pubco or Holdings or (B) merge into or consolidate with Pubco or Holdings so long as, in each case, (i) Pubco or Holdings shall be the continuing or surviving Person, (ii) Pubco or Holdings shall, immediately following such merger, consolidation or liquidation directly own all Equity Interests in Holdings or Borrower, as applicable, (iii) the successor Loan Party shall expressly assume all of the obligations of Intermediate Blocker under this Agreement and the other Loan Documents, (iv) the Secured Parties’ rights and obligations under the Loan Documents, taken as a whole, including their rights and remedies with respect to any Collateral owned by such Loan Party, and such Loan Party’s obligations under the Guaranty and the Security Agreement, will not be impaired in any manner as a result of such merger, consolidation or liquidation, and (v) the Borrower shall deliver a certificate to the Administrative Agent certifying and demonstrating that immediately after giving effect to such merger, consolidation or liquidation on a Pro Forma Basis as of the last day of the most recently ended Measurement Period, the Loan Parties are in Pro Forma Compliance.

(e) Dispositions.

Make any Disposition or enter into any agreement to make any Disposition, except:

(i) Permitted Transfers;

(ii) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;

(iii) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are applied to the purchase price of such replacement property in accordance with Section 2.05(b)(i);

(iv) Dispositions resulting from any taking or condemnation of any property of the Borrower or any Subsidiary by any Governmental Authority or any assets subject to a casualty;

(v) Dispositions resulting from the sale or other transfer of the Equity Interests of any Loan Party to any other Loan Party (other than Intermediate Blocker);

(vi) Dispositions permitted by Section 7.04;

xii) Dispositions of accounts receivables to a third party in connection with the compromise, settlement or collection thereof in the ordinary course of business exclusive of factoring or similar arrangements so long as (i) the account debtor with respect thereto has instituted or consented to the institution of any proceeding under any Debtor Relief Law and (ii) all such Dispositions do not exceed $100,000 in the aggregate in any Fiscal Year; and

 

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(vii) other Dispositions by the Borrower or any of its Subsidiaries so long as (i) at least 75% of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and shall be in an amount not less than the fair market value of the property disposed of, (ii) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other property concurrently being disposed of in a transaction otherwise permitted under this Section 7.05, (iii) the aggregate net book value of all of the assets sold or otherwise disposed of by the Loan Parties and their Subsidiaries in all such transactions in any Fiscal Year of the Borrower shall not exceed the Threshold Amount, and (iv) the proceeds of such Disposition shall be applied as a mandatory prepayment pursuant to Section 2.05(b)(i) to the extent required thereunder.

(f) Restricted Payments.

Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom:

(i) each Subsidiary (other than, at all times following the Intermediate Blocker Effective Date and prior to the Intermediate Blocker Merger Date, Holdings and Intermediate Blocker) may make Restricted Payments to any Person that owns Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;

xiii) Pubco may pay cash in lieu of fractional common Equity Interests in connection with any conversion of convertible Preferred Pubco Equity to common Equity Interests;

(ii) the Loan Parties and each Subsidiary (other than Intermediate Blocker) may declare and make dividend payments or other distributions payable solely in common Equity Interests of such Person;

(iii) Pubco and each Subsidiary (other than Intermediate Blocker) may make Restricted Payments, not exceeding $2,000,000 in aggregate amount during any Fiscal Year pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Pubco and such Subsidiaries, including, without limitation, to any member of the “Employee Group” as defined in the Organizational Documents of Pubco;

(iv) Pubco and each Subsidiary (other than Intermediate Blocker) may make any “net down payments” involving the repurchase, retirement or other acquisition or retirement for value of Equity Interests of Pubco or such Subsidiary held by any employee in connection with vesting of equity awards, in order to satisfy any tax withholding obligations;

(v) the Loan Parties (other than Intermediate Blocker) may pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of a Loan Party held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of such Loan Party or make Restricted Payments in the form of distributions to allow a Loan Party (other than Intermediate Blocker) to pay principal or interest on promissory notes that were issued to any future, present or former employee, officer, director, manager or consultant (or

 

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any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of such Loan Party in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests of the Loan Party held by such Persons; provided that the aggregate amount of Restricted Payments pursuant to this clause (f) shall not exceed $1,000,000;

(vi) subject to each Preferred Equity Subordination Agreement, Pubco may declare and make dividend payments or other distributions payable to the Preferred Pubco Equity Holders with respect to Preferred Pubco Equity, provided, that, both immediately before and immediately after giving effect to the making of such dividend payment or other distribution (and to any Borrowing(s) or other incurrence(s) of Indebtedness made substantially concurrently or in connection therewith):

(1) no Default or Event of Default exists or would arise therefrom; and

(2) solely with respect to any such payment or distribution (or with respect to the applicable portion of a payment or distribution) other than a Preferred Pubco Distribution:

(a) the Loan Parties are in compliance, on a Pro Forma Basis, with the financial covenant set forth in Section 7.11(b);

(b) the Consolidated Senior Leverage Ratio, calculated on a Pro Forma Basis, shall be less than 2.50 to 1.00;

(vii) subject to each Preferred Equity Subordination Agreement, Pubco may repurchase, redeem, retire or otherwise acquire for value all or any portion of the Preferred Pubco Equity, provided, that, both immediately before and immediately after giving effect to such repurchase, redemption, retirement or acquisition for value (and to any Borrowing(s) or other incurrence(s) of Indebtedness made substantially concurrently or in connection therewith):

(1) no Default or Event of Default exists or would arise therefrom;

(2) the Loan Parties are in compliance, on a Pro Forma Basis, with the financial covenant set forth in Section 7.11(b); and

(3) either (1) the Consolidated Senior Leverage Ratio, calculated on a Pro Forma Basis, shall be less than 2.50 to 1.00 or (2) the Loan Parties are otherwise in compliance, on a Pro Forma Basis, with the financial covenant set forth in Section 7.11(a) and the Administrative Agent consents in its sole discretion to such repurchase, retirement or other acquisition or retirement for value;

(viii) subject to the Management Fee Subordination Agreement, Pubco may pay the management fee under the Management Agreement; provided that (i) at the time of each such payment, no Default or Event of Default shall exist or would result upon giving pro forma effect thereto and (ii) after giving effect to the payment of any such Restricted Payment, Borrower is in compliance with Section 7.11; provided further that during the continuance of a Default, any such fees may continue to be accrued in favor of Management Entity and upon the waiver or rescission of any such Default, any and all such accrued fees may immediately be paid to the Management Entity;

 

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(ix) subject to the Deferred Payment Subordination Agreement, the Borrower may pay the Sandplant Deferred Payment; provided that (i) at the time of such payment, no Default or Event of Default shall exist or would result upon giving pro forma effect thereto, (ii) after giving effect to such Restricted Payment, Borrower is in compliance with Section 7.11; and (iii) prior to the making of such Restricted Payment, the Borrower shall have delivered the Deferred Payment Certificate certifying and demonstrating that after giving effect to the payment of the Sandplant Deferred Payment on a Pro Forma Basis (including any incurrence of Indebtedness in connection therewith), the Loan Parties (excluding Pubco, to the extent Pubco is not included in the most recent financial statements delivered pursuant to Section 6.01) are in Pro Forma Compliance;

(x) at all times following the Intermediate Blocker Effective Date and prior to the Intermediate Blocker Merger Date, Holdings may make Restricted Payments to Intermediate Blocker, so long as Intermediate Blocker further distributes such Restricted Payment ratably solely to its holders of its Class A Common Stock in accordance with its Organization Documents; and

(xi) Pubco may (i) acquire Equity Interests in Intermediate Blocker from the Intermediate Blocker Rollover Investor in exchange solely for common Equity Interests in Pubco and (ii) issue common Equity Interests of Pubco (and/or cash in lieu of fractional common Equity Interests) to the Intermediate Blocker Rollover Investor as consideration for such acquisition, in each case pursuant to and in accordance with the Intermediate Blocker Exchange Agreement.

(g) Change in Nature of Business.

Engage in any material line of business substantially different from those lines of business conducted by the Borrower and its Subsidiaries on the date hereof or any business substantially related or incidental thereto; provided, however, this provision is not intended to restrict the ability of any Loan Party to develop and sell additional products that are complimentary to its current line of business.

(h) Transactions with Affiliates.

Enter into or permit to exist any transaction or series of transactions with any officer, director or Affiliate of such Person other than:

(i) transactions among Loan Parties or between a Loan Party and an entity that becomes a Loan Party as a result of such transaction;

(ii) Restricted Payments permitted under Section 7.06;

(iii) transactions which are entered into in the ordinary course of such Person’s business on fair and reasonable terms and conditions substantially as favorable to such Person as would be obtainable by it in a comparable arm’s length transaction with a Person other than an officer, director or Affiliate;

(iv) the issuance of Equity Interests or equity-based awards to any officer, director, employee of a Loan Party in the ordinary course of business consistent with market practices;

(v) normal and reasonable employment or severance or benefit related arrangements between the Loan Parties and their respective officers and employees in the ordinary course of business and consistent with past practices, and transactions pursuant to stock option and other equity award plans and employee benefit plans and arrangements in the ordinary course of business and consistent with market practice; and

 

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(vi) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, officers and employees of Loan Parties in the ordinary course of business to the extent attributable to the ownership or operation of the Loan Parties.

(i) Burdensome Agreements.

Enter into, or permit to exist, any Contractual Obligation (except for this Agreement and the other Loan Documents) that (a) encumbers or restricts the ability of any such Person to (i) to act as a Loan Party; (ii) make Restricted Payments to any Loan Party, (iii) pay any Indebtedness or other obligation owed to any Loan Party, (iv) make loans or advances to any Loan Party, or (v) create any Lien upon any of their properties or assets, whether now owned or hereafter acquired, except, in the case of clause (a)(v) only, for any document or instrument governing Indebtedness incurred pursuant to Section 7.02(c); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith or (b) requires the grant of any Lien on property for any obligation if a Lien on such property is given as security for the Secured Obligations.

(j) Use of Proceeds.

Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.

(k) Financial Covenants.

(i) Consolidated Senior Leverage Ratio. Permit the Consolidated Senior Leverage Ratio as of the end of any Measurement Period ending as of the end of any Fiscal Quarter of the Borrower, to be greater than the ratio set forth below opposite such period:

 

Measurement Period Ending

  

Ratio

Closing Date through September 30, 2024    3.75 to 1.00
December 31, 2024 and each Fiscal Quarter thereafter    3.50 to 1.00

provided, that notwithstanding the foregoing, the Consolidated Senior Leverage Ratio level may, at the irrevocable election of the Borrower and upon written notice to the Administrative Agent prior to the consummation of a Material Acquisition, be increased (i) by 0.50x for the first two (2) Fiscal Quarters ending after the date on which such Material Acquisition is consummated and (ii) by 0.25x for the third and fourth Fiscal Quarters ending after the date on which such Material Acquisition is consummated (such increase, the “Leverage Step-Up”), provided, further that (A) in any event, the Consolidated Senior Leverage Ratio for any period of four (4) Fiscal Quarters shall not be increased to be greater than 4.00 to 1.00, (B) from and after the First Amendment Effective Date, if the Consolidated Senior Leverage Ratio shall have been equal to or less than 3.50 to 1.00 on

 

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the last day of at least two (2) Fiscals Quarters following the end of the preceding Leverage Step-Up, the Consolidated Senior Leverage Ratio levels may be increased pursuant to the foregoing proviso on one (1) more occasion during the remaining term of the Facility, and (C) any such increase of the Consolidated Senior Leverage Ratio levels pursuant to the foregoing proviso shall apply only with respect to the calculation of the Consolidated Senior Leverage Ratio for purposes of determining compliance with this covenant (and not, for the avoidance of doubt, for determination of the Applicable Rate).

For the avoidance of doubt, the Borrower and the Lenders acknowledge that (x) the Borrower has elected to increase the Consolidated Senior Leverage Ratio pursuant to a Leverage Step-Up in connection with the consummation of the First Amendment Effective Date Acquisition and (y) as a result, the Consolidated Senior Leverage Ratio for the Measurement Periods ending as of the end of any Fiscal Quarter of the Borrower occurring after the First Amendment Effective Date, shall not be greater than the ratio set forth below opposite such period:

 

Measurement Period Ending

  

Ratio

December 31, 2025 and March 31, 2026    4.00 to 1.00
June 30, 2026 and September 30, 2026    3.75 to 1.00
December 31, 2026 and each Fiscal Quarter thereafter    3.50 to 1.00

(ii) Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio as of the end of any Measurement Period ending as of the end of any Fiscal Quarter of the Borrower to be less than 1.25:1.00.

(l) Amendments of Organization Documents; Fiscal Year; Legal Name, State of Formation; Form of Entity and Accounting Changes.

(i) Amend or modify any of its Organization Documents in any way which could reasonably be expected to adversely affect the interests of the Lenders without the prior written consent of the Administrative Agent (other than such amendments and modifications made to consummate the De-SPAC Transaction);

(ii) amend, modify or waive the Management Agreement (other than such amendments and modifications of the Management Agreement made in to consummate the De-SPAC Transaction) in a manner adverse to the rights or interests of the Lenders, including to (A) increase the amount of the management fees payable under the terms thereof, (B) impose any additional management, consulting, investment, banking, refinancing, transaction or other similar fees, (C) require the payment of interest on any deferred management fees or other fees payable thereunder (other than the accrual of interest at a rate equal to nine percent per annum on deferred management fees pursuant to Section 3(e) of the Management Agreement as in effect on the date hereof), or (D) change the time of payment of any management fees or other fees payable thereunder;

 

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(iii) Amend, modify or waive any of the Closing Date Acquisition Documents, to the extent any such amendment, modification or waiver would be adverse to the interests of the Lenders without the Administrative Agent’s prior written consent;

(iv) change its Fiscal Year;

(v) without providing ten (10) days prior written notice to the Administrative Agent (or such extended period of time as agreed to by the Administrative Agent), change its name, state of formation, form of organization or principal place of business;

(vi) make any change in accounting policies or reporting practices, except as required by GAAP;

(vii) amend, modify or waive any of the First Amendment Effective Date Acquisition Documents, to the extent any such amendment, modification or waiver would be adverse to the interests of the Lenders without the Administrative Agent’s prior written consent; provided that Administrative Agent and the Lenders consent to any extension of the Sandplant Deferred Payment to a payment date on or before December 31, 2026 and the accrual of interest on such amount as set forth in the First Amendment Effective Date Acquisition Documents; or

(viii) amend, modify or waive any of (i) the Intermediate Blocker Exchange Agreement, (ii) the Intermediate Blocker Contribution Agreement or (iii) the Organization Documents of Intermediate Blocker, to the extent any such amendment, modification or waiver would be adverse to the interests of the Lenders without the Administrative Agent’s prior written consent.

(m) Sale and Leaseback Transactions.

Enter into any Sale and Leaseback Transaction.

(n) Subordinated Debt Payments. Pay, prepay, redeem, purchase, repurchase, defease, retire or extinguish, or otherwise satisfy, or obligate itself or any other Loan Party or Subsidiary to do any of the foregoing, in respect of any Subordinated Debt, except that so long as no Default or Event of Default exists or would arise therefrom, the Borrower may make payments of regularly scheduled principal, interest, accrued fees and expenses and customary indemnification obligations, and other required payments at the scheduled maturity thereof; provided, in each case with respect to Subordinated Debt, that any such payment is in compliance with the terms of any applicable subordination agreement entered into with the Administrative Agent on terms reasonably acceptable to the Administrative Agent.

(o) Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy or obligate itself to do so prior to the scheduled maturity thereof in any manner (including by the exercise of any right of setoff), or make any payment in violation of any subordination, standstill or collateral sharing terms of or governing any Indebtedness, except (a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement, and (b) regularly scheduled or required repayments or redemptions of Indebtedness under the Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(b).

 

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(p) Amendment, Etc. of Indebtedness.

(i) Amend, modify or change in any manner any term or condition of any Subordinated Debt Document or give any consent, waiver or approval thereunder;

(ii) take any other action in connection with any Subordinated Debt Document that would impair the value of the interest or rights of any Loan Party thereunder or that would impair the rights or interests of the Administrative Agent or any Lender; or

(iii) amend, modify or change in any manner any term or condition of any Indebtedness (other than Indebtedness arising under the Loan Documents) if such amendment or modification would add or change any terms in a manner adverse to any Loan Party or any Subsidiary, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto.

(q) Sanctions.

Directly or indirectly, use any Credit Extension or the proceeds of any Credit Extension, or lend, contribute or otherwise make available such Credit Extension or the proceeds of any Credit Extension to any Person, to fund any activities of or business with any Person, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as Lender, Arranger, Administrative Agent, L/C Issuer, Swingline Lender, or otherwise) of Sanctions.

(r) Anti-Corruption Laws.

Directly or indirectly, use any Credit Extension or the proceeds of any Credit Extension for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other anti-corruption legislation in other jurisdictions.

(s) Holding Company Status.

Notwithstanding anything to the contrary contained herein, none of Pubco, Intermediate Blocker, Holdings or Haymaker Subsidiary shall:

(a) except as permitted in clause (e) below, incur, directly or indirectly, any Indebtedness other than the Obligations and any other obligation under any Loan Document;

(b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it (other than Liens permitted by clauses (a), (c), (e), (f), (h), (j), (k), (m) or (n) of Section 7.01);

(c) (i) create or acquire any direct Subsidiary (other than, (A) with respect to Pubco, (x) ownership of Holdings and Haymaker Subsidiary, and (y) after the Intermediate Blocker Effective Date but prior to the Intermediate Blocker Merger Date, ownership of Intermediate Blocker and (B) with respect to Intermediate Blocker, ownership of Holdings) or (ii) make or own any direct Investment in any Person; provided that (A) Pubco, Holdings and Haymaker Subsidiary may make or own direct Investments in the Borrower and in cash and Cash Equivalents, (B) Pubco may hold (1) the Equity Interests in Holdings and Haymaker Subsidiary and (2) after the Intermediate Blocker Effective Date but prior to the Intermediate

 

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Blocker Merger Date, the Equity Interests in Intermediate Blocker and (C) Haymaker Subsidiary may make Investments in the Loan Parties in the form of unsecured subordinated intercompany loans so long as such Indebtedness shall (i) to the extent required by the Administrative Agent, be evidenced by promissory notes which shall be pledged to the Administrative Agent as Collateral for the Secured Obligations in accordance with the terms of the Security Agreement, (ii) be on terms (including subordination terms) acceptable to the Administrative Agent and (iii) be otherwise permitted under the provisions of Section 7.03;

(d) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons; or

(e) hold any assets or incur any other obligations or liabilities, other than:

(i) the performance of its obligations as a Guarantor,

(ii) (A) as to Pubco, the direct or indirect ownership of (1) all outstanding Equity Interests in Holdings, (2) after the Intermediate Blocker Effective Date but prior to the Intermediate Blocker Merger Date, 99.07% of the outstanding Equity Interests in Intermediate Blocker and (3) all of outstanding Equity Interests in the Haymaker Subsidiary, the Borrower and its Subsidiaries and (B) as to Intermediate Blocker, prior to the Intermediate Blocker Merger Date, all outstanding Equity Interests in in Holdings and (C) as to Holdings, all outstanding Equity Interests in the Borrower and its Subsidiaries,

(iii) maintaining its corporate or other organizational existence and compliance with Laws, including, without limitation, Sarbanes-Oxley Act of 2002, as amended from time to time, the Securities Act and the Exchange Act, registration and reporting obligations and the rules of securities exchange companies with listed equity securities,

(iv) compliance with any order, injunction, judgment, writ or decree of any Governmental Authority,

(v) resolution of any actions, suits, proceedings, claims, disputes or arbitral award to which Pubco or its properties or revenues is subject,

(vi) participating in tax, accounting and other administrative activities as a member of the consolidated group of companies including the Loan Parties,

(vii) as to Pubco, preparing reports to Governmental Authorities and its shareholders, including the filing of registration statements, convening shareholder meetings and other meetings, and compliance with applicable and applicable reporting obligations under its organizational documents and federal, state or other securities laws,

(viii) executing, delivering and performing rights and obligations under the Loan Documents and any documents and agreement to any Acquisition or Investment permitted hereunder to which it is a party,

(ix) making any Restricted Payment permitted by Section 7.06,

(x) any fundamental change permitted by Section 7.04,

(xi) making capital contributions to the Borrower, directly or indirectly,

 

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(xii) executing, delivering and performing rights and obligations under any employment agreements, management agreements (including the Management Agreement), consulting agreements and any documents related thereto,

(xiii) procurement of, and obligations related to, directors’ and officers’ insurance and other insurance necessary or desirable in the business judgment of the Loan Parties,

(xiv) incurrence of any Indebtedness permitted to be incurred by Pubco, Intermediate Blocker or Holdings under Section 7.01 (including, without limitation, any Guarantee of Indebtedness permitted to be incurred by Borrower and its Subsidiaries under Section 7.01),

(xv) activities necessary or advisable to consummate the Transactions and the De-SPAC Transaction, whether consummated on the De-SPAC Closing Date or thereafter,

(xvi) as to Pubco, any issuance or sale of Pubco’s Equity Interests,

(xvii) recruiting, compensation and providing indemnification to officers, directors, consultants, managers and employees in the ordinary course of business, and

(xviii) any activities incidental or reasonably related to the foregoing clauses (i) – (xvii), including incurrence of costs, fees and expenses (including listing fees and reasonable legal, executive, consulting, management, accounting, and other professional fees).

(t) Limitation on Disqualified Equity Interests and Preferred Equity Interests.

Issue or sell or enter into any agreement or arrangement for the issuance or sale of any Disqualified Equity Interests or preferred Equity Interests, except Preferred Pubco Equity may be issued (A) on or about the De-SPAC Closing Date in redemption or exchange of the Senior Preferred Equity or (B) on or after the De-SPAC Closing Date so long as, in each case:

(i) no Default or Event of Default exists or would arise from the issuance thereof;

(ii) on the date of the issuance thereof,

(1) the Loan Parties are in compliance, on a Pro Forma Basis, with the financial covenant set forth in Section 7.11(b); and

(2) for all issuances of Preferred Pubco Equity other than Permitted Preferred Pubco Equity, the Consolidated Senior Leverage Ratio, calculated on a Pro Forma Basis, shall be less than 2.50 to 1.00;

(iii) the terms of such Preferred Pubco Equity shall be in form and substance satisfactory to the Administrative Agent (including dividend rate and any mandatory redemption date, if applicable, that exceeds the Maturity Date by at least six (6) months); and

(iv) each Preferred Pubco Equity Holder of such Preferred Pubco Equity is at all times subject to the terms of a Preferred Equity Subordination Agreement.

 

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EVENTS OF DEFAULT AND REMEDIES

(a) Events of Default.

Any of the following shall constitute an event of default (each, an “Event of Default”):

(i) Non-Payment. The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation or deposit any funds as Cash Collateral in respect of L/C Obligations, or (ii) within five (5) days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or any other amount payable hereunder or under any other Loan Document; or

(ii) Specific Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 6.01, 6.02, 6.03, 6.05, 6.08, 6.10, 6.11, 6.15, 6.19, 6.20 Article VII or Article X; or

(iii) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in this Agreement or any Loan other Document on its part to be performed or observed and such failure continues for thirty (30) days after the earlier of (i) the first day on which any Loan Party obtains knowledge of such failure or (ii) written notice thereof has been given to any Loan Party by the Administrative Agent or any Lender; or

(iv) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect (or any such representation, warranty, certification or statement that is qualified by materiality or Material Adverse Effect shall be incorrect or misleading in any respect) when made or deemed made; or

(v) Cross-Default. (i) Any Loan Party or any Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or Cash Collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount; or

 

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(vi) Insolvency Proceedings, Etc. Any Loan Party or any Subsidiary thereof institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or

(vii) Inability to Pay Debts; Attachment. (i) Any Loan Party or any Subsidiary thereof becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within thirty (30) days after its issue or levy; or

(viii) Judgments. There is entered against any Loan Party or any Subsidiary thereof (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments and orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer is rated at least “A” by A.M. Best Company, has been notified of the potential claim and does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of ten (10) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(ix) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Loan Party to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

(x) Invalidity of Loan Documents. Any payment provision, any financial covenant or any other material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all Obligations arising under the Loan Documents, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any provision of any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document; or it is or becomes unlawful for a Loan Party to perform any of its obligations under the Loan Documents; or

 

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(xi) Collateral Documents. Any Collateral Document after delivery thereof pursuant to the terms of the Loan Documents shall for any reason cease to create a valid and perfected first priority Lien (subject to Permitted Liens) on the Collateral purported to be covered thereby, or any Loan Party shall assert the invalidity of such Liens; or

(xii) Change of Control. There occurs any Change of Control; or

xiv) Subordination. (i) Any of the subordination, standstill, payover and insolvency related provisions of any of the Subordinated Debt Documents (the “Subordinated Provisions”) shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable Subordinated Debt; or (ii) the Borrower or any other Loan Party shall, directly or indirectly, disavow or contest in any manner (A) the effectiveness, validity or enforceability of any of the Subordinated Provisions, (B) that the Subordinated Provisions exist for the benefit of the Administrative Agent and the Secured Parties or (C) that all payments of principal of or premium and interest on the applicable Subordinated Debt, or realized from the liquidation of any property of any Loan Party, shall be subject to any of the Subordinated Provisions.

Without limiting the provisions of Article IX, if a Default shall have occurred under the Loan Documents, then such Default will continue to exist until it either is cured (to the extent specifically permitted) in accordance with the Loan Documents or is otherwise expressly waived by Administrative Agent (with the approval of requisite Appropriate Lenders (in their sole discretion)) as determined in accordance with Section 11.01; and once an Event of Default occurs under the Loan Documents, then such Event of Default will continue to exist until it is expressly waived by the requisite Appropriate Lenders or by the Administrative Agent with the approval of the requisite Appropriate Lenders, as required hereunder in Section 11.01.

(b) Remedies upon Event of Default.

If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(i) declare the Commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;

(iii) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto); and

(iv) exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the Loan Documents or Applicable Law or equity;

provided, however, that upon the occurrence of an event described in Section 8.01(f) with respect to the Borrower, the Commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

 

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(c) Borrower’s Right to Cure.

Notwithstanding anything to the contrary contained in Sections 8.01 or 8.02:

(i) Solely for the purpose of determining whether an Event of Default has occurred as a result of the failure to comply with any Financial Covenants, the Borrower may on one or more occasions designate a Specified Equity Contribution as a dollar-for-dollar increase to Consolidated EBITDA for the applicable Fiscal Quarter; provided that (A) such Specified Equity Contribution (i) is actually received by Borrower after the end of such Fiscal Quarter and on or prior to the tenth (10th) Business Day after the date on which financial statements are required to be delivered with respect to such applicable Fiscal Quarter (the “Cure Expiration Date”) and (ii) does not exceed the aggregate amount necessary to cure any Event of Default resulting from the failure to comply with any Financial Covenant as of such date, (B) the Borrower shall have provided an irrevocable notice (the “Notice of Intent to Cure”) to the Administrative Agent during such 10 Business Day period that such amounts are designated as a Specified Equity Contribution and (C) the Borrower shall prepay the Loans with such net cash proceeds pursuant to Section 2.05(b)(ii)(A) on or prior to the Cure Expiration Date. The Specified Equity Contribution shall be added to Consolidated EBITDA for the applicable Fiscal Quarter and included in any Measurement Period that includes such Fiscal Quarter.

(ii) The parties hereby acknowledge that any Specified Equity Contribution pursuant this Section 8.03 may not be relied on for any purposes of calculating any financial ratio-based covenants, tests or conditions, determining pricing and any baskets with respect to the covenants contained in the Loan Documents (including, without limitation, any based on Consolidated EBITDA) other than for determining actual compliance with the Financial Covenants and shall not result in any adjustment to any amounts with respect to the Fiscal Quarter with respect to which such Specified Equity Contribution was made (or the period after such Fiscal Quarter but before delivery of the Notice of Intent to Cure) other than the amount of and for the purposes of the Consolidated EBITDA referred to in Section 8.03(a) above.

(iii) In furtherance of Section 8.03(a) above, (i) upon actual receipt and designation of the Specified Equity Contribution by Borrower and the prepayment of the Loans pursuant to Section 2.05(b)(ii)(A), the Financial Covenants with respect to such Fiscal Quarter shall be deemed retroactively cured with the same effect as though there had been no failure to comply with the Financial Covenants with respect to such Fiscal Quarter and any Event of Default or Default under Section 7.11(a) or (b) with respect to such Fiscal Quarter shall be deemed not to have occurred for purposes of the Loan Documents, (ii) no Lender or L/C Issuer shall be required to make any Credit Extension hereunder during the ten (10) Business Day period referred to above unless Borrower has actually received the proceeds of the Specified Equity Contribution (and prepaid the Loans pursuant to Section 2.05(b)(ii)(A)), (iii) no Loan Party nor any Subsidiary thereof shall be permitted to make any Restricted Payments during the ten (10) Business Day period referred to above unless Borrower has actually received the proceeds of the Specified Equity Contribution (and prepaid the Loans pursuant to Section 2.05(b)(ii)(A)) and no Restricted Payments shall be made with the proceeds of any Specified Equity Contribution and (iv) unless necessary to prevent fraud, material impairment of the rights of the Administrative Agent or Lenders under this Agreement or the tolling of an applicable statute of limitations, neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or

 

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under any other Loan Document) solely on the basis of any Default or Event of Default resulting from the failure to comply with any Financial Covenants with respect to such Fiscal Quarter following receipt of a Notice of Intent to Cure until the earlier of (i) the Cure Expiration Date has occurred without the Specified Equity Contribution having been received (or the Loans not being prepaid pursuant to Section 2.05(b)(ii)(A)) and (ii) the Borrower provide written notice to the Administrative Agent of its intent not to further comply with its obligations to exercise its rights under this Section 8.03.

(iv) (i) In each period of four consecutive Fiscal Quarters, there shall be at least two Fiscal Quarters in which no cure right set forth in this Section 8.03 is exercised, (ii) in each Fiscal Year, there shall not be more than one (1) cure right exercised pursuant to this Section 8.03, (iii) there shall be no exercise of the cure right set forth in this Section 8.03 in consecutive Fiscal Quarters and (iv) there shall be no pro forma reduction in Indebtedness (through either netting of cash or the prepayment of the Loans) with the Specified Equity Contribution for determining compliance the Financial Covenants for the Fiscal Quarter with respect to which such Specified Equity Contribution was made.

(v) There can be no more than three (3) Fiscal Quarters in which the cure rights set forth in this Section 8.03 are exercised during the term of this Agreement.

(d) Application of Funds.

(i) After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02) or if at any time insufficient funds are received by and available to the Administrative Agent to pay fully all Secured Obligations then due hereunder, any amounts received on account of the Secured Obligations shall, subject to the provisions of Sections 2.14 and 2.15, be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer arising under the Loan Documents and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this Second clause payable to them;

Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Secured Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this Third clause payable to them;

 

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Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans, L/C Borrowings and Secured Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements and to the to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.14, in each case ratably among the Administrative Agent, the Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this Fourth clause held by them; and

Last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

(ii) Subject to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to the Fourth clause above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Secured Obligations otherwise set forth above in this Section 8.04.

(iii) Notwithstanding the foregoing, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX for itself and its Affiliates as if a “Lender” party hereto.

ADMINISTRATIVE AGENT

(a) Appointment and Authority.

(i) Appointment. Each of the Lenders and the L/C Issuer hereby irrevocably appoints, designates and authorizes Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article IX are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

 

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(ii) Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank, and a potential Cash Management Bank) and the L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article IX and Article XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

(b) Rights as a Lender.

The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of banking, trust, financial, advisory, underwriting or other business with any Loan Party or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders or to provide notice to or consent of the Lenders with respect thereto.

(c) Exculpatory Provisions.

(i) The Administrative Agent or the Arranger, as applicable, shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent or the Arranger, as applicable, and its Related Parties:

(1) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(2) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or Applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

 

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(3) shall not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any Lender or the L/C Issuer any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their Affiliates that is communicated to, or in the possession of, the Administrative Agent, Arrangers or any of their Related Parties in any capacity, except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein.

(ii) Neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or not taken by the Administrative Agent under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary), or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower, a Lender or the L/C Issuer.

(iii) Neither the Administrative Agent nor any of its Related Parties have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

(d) Reliance by Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, communication, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Loan Parties), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objections.

 

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(e) Delegation of Duties.

The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article IX shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Facilities as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

(f) Resignation of Administrative Agent.

(i) Notice. The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that in no event shall any successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(ii) Effect of Resignation. With effect from the Resignation Effective Date (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments or other amounts then owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring Administrative Agent as of the Resignation Effective Date), and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.06). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article XI and Section 11.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or

 

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omitted to be taken by any of them (A) while the retiring Administrative Agent was acting as Administrative Agent and (B) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including, without limitation, (1) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Secured Parties and (2) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

xv) L/C Issuer and Swingline Lender. Any resignation or removal by Bank of America as Administrative Agent pursuant to this Section 9.06 shall also constitute its resignation as L/C Issuer and Swingline Lender. If Bank of America resigns as the L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as the L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04(c). Upon the appointment by the Borrower of a successor L/C Issuer or Swingline Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swingline Lender, as applicable, (ii) the retiring L/C Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue Letters of Credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

(g) Non-Reliance on Administrative Agent, the Arrangers and the Other Lenders.

Each Lender and the L/C Issuer expressly acknowledges that none of the Administrative Agent nor any of the Arrangers has made any representation or warranty to it, and that no act by the Administrative Agent or any of the Arrangers hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any Lender or the L/C Issuer as to any matter, including whether the Administrative Agent or any Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to the Administrative Agent and the Arrangers that it has, independently and without reliance upon the Administrative Agent, any Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Arrangers, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and

 

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creditworthiness of the Loan Parties. Each Lender and the L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the L/C Issuer agrees not to assert a claim in contravention of the foregoing. Each Lender and the L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

(h) No Other Duties, Etc.

Anything herein to the contrary notwithstanding, none of the titles listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, the Arranger, a Lender or the L/C Issuer hereunder.

(i) Administrative Agent May File Proofs of Claim; Credit Bidding.

(i) In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(1) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(h) and (i), 2.09, 2.10(b) and 11.04) allowed in such judicial proceeding; and

(2) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09, 2.10(b) and 11.04.

 

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(ii) Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the rights of any Lender or the L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer or in any such proceeding.

(iii) The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Secured Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Secured Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (i) at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar Laws in any other jurisdictions to which a Loan Party is subject, (ii) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any Applicable Law. In connection with any such credit bid and purchase, the Secured Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Secured Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (A) the Administrative Agent shall be authorized to form one or more acquisition vehicles to make a bid, (B) to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interests thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses (a)(i) through (ix) of Section 11.01 of this Agreement), and (C) to the extent that Secured Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Secured Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Secured Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of the Secured Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action.

(j) Collateral and Guaranty Matters.

(i) Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion,

(1) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon the Facility Termination Date, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, or (iii) if approved, authorized or ratified in writing by the Required Lenders in accordance with Section 11.01;

 

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(2) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i); and

(3) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents.

(ii) Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10.

(iii) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

(k) Secured Cash Management Agreements and Secured Hedge Agreements.

Except as otherwise expressly set forth herein or in the Guaranty or any Collateral Document, no Cash Management Bank or Hedge Bank that obtains the benefit of the provisions of Section 8.04, the Guaranty or any Collateral by virtue of the provisions hereof or the Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements except to the extent expressly provided herein and unless the Administrative Agent has received a Secured Party Designation Notice of such Secured Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements in the case of a Facility Termination Date.

 

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(l) Certain ERISA Matters.

(i) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:

(1) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments, or this agreement,

(2) the transaction exemption set forth in one or more PTEs, such as PTE 84–14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95–60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90–1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91–38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96–23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

(3) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84–14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84–14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84–14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

(4) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(ii) In addition, unless either (1) clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

 

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(m) Recovery of Erroneous Payments.

Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender Recipient Party, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each Lender Recipient Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender Recipient Party in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender Recipient Party irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender Recipient Party promptly upon determining that any payment made to such Lender Recipient Party comprised, in whole or in part, a Rescindable Amount.

CONTINUING GUARANTY

(a) Guaranty.

Each Guarantor hereby absolutely and unconditionally, jointly and severally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all Secured Obligations (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided that (a) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and (b) the liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law. Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities, or portion thereof, which may be or hereafter become unenforceable or compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

 

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(b) Rights of Lenders.

Each Guarantor consents and agrees that the Secured Parties may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Secured Obligations or any part thereof; (b) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any security for the payment of this Guaranty or any Secured Obligations; (c) apply such security and direct the order or manner of sale thereof as the Administrative Agent, the L/C Issuer and the Lenders in their sole discretion may determine; and (d) release or substitute one or more of any endorsers or other guarantors of any of the Secured Obligations. Without limiting the generality of the foregoing, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

(c) Certain Waivers.

Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations.

(d) Obligations Independent.

The obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Secured Obligations and the obligations of any other guarantor, and a separate action may be brought against each Guarantor to enforce this Guaranty whether or not the Borrower or any other person or entity is joined as a party.

(e) Subrogation.

No Guarantor shall exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty until all of the Secured Obligations and any amounts payable under this Guaranty have been indefeasibly paid and performed in full and the Commitments and the Facilities are terminated. If any amounts are paid to a Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to reduce the amount of the Secured Obligations, whether matured or unmatured.

(f) Termination; Reinstatement.

This Guaranty is a continuing and irrevocable guaranty of all Secured Obligations now or hereafter existing and shall remain in full force and effect until the Facility Termination Date. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or a Guarantor is made, or any of the Secured Parties exercises its right of setoff, in respect of the Secured Obligations and such payment or the proceeds of such setoff or

 

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any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Secured Parties are in possession of or have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor under this Section 10.06 shall survive termination of this Guaranty.

(g) Stay of Acceleration.

If acceleration of the time for payment of any of the Secured Obligations is stayed, in connection with any case commenced by or against a Guarantor or the Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by each Guarantor, jointly and severally, immediately upon demand by the Secured Parties.

(h) Condition of Borrower.

Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrower and any other guarantor such information concerning the financial condition, business and operations of the Borrower and any such other guarantor as such Guarantor requires, and that none of the Secured Parties has any duty, and such Guarantor is not relying on the Secured Parties at any time, to disclose to it any information relating to the business, operations or financial condition of the Borrower or any other guarantor (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information and any defense relating to the failure to provide the same).

(i) Appointment of Borrower.

Each of the Loan Parties hereby appoints the Borrower to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower on behalf of each of the Loan Parties.

(j) Right of Contribution.

The Guarantors agree among themselves that, in connection with payments made hereunder, each Guarantor shall have contribution rights against the other Guarantors as permitted under Applicable Law.

(k) Keepwell.

Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations

 

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and undertakings under this Article X voidable under Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 10.11 shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section 10.11 to constitute, and this Section 10.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

MISCELLANEOUS

(a) Amendments, Etc.

(i) Subject to Section 3.03, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

(1) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent in Section 4.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);

(2) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under such other Loan Document without the written consent of each Lender entitled to such payment;

(3) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (A) of the second proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to such amount; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;

(4) (i) change Section 8.04 or Section 2.13 in a manner that would have the effect of altering the ratable reduction of Commitments, pro rata payments or pro rata sharing of payments required hereunder without the written consent of each Lender or (ii) change Section 2.12(f) in a manner that would alter the pro rata application required thereby without the written consent of each Lender directly affected thereby or (iii) subordinate, or have the effect of subordinating, the Obligations hereunder or the Liens on the Collateral hereunder to any other Indebtedness or other obligation, or (iv) release, or have the effect of releasing, all or substantially all of the value of the Guarantees of the Obligations, in each case, without the written consent of each Lender;

 

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(5) change any provision of this Section 11.01 or the definition of “Required Lenders” or “Required Class Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or thereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;

(6) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;

(7) release all or substantially all of the value of the Guaranty, without the written consent of each Lender, except to the extent the release of any Subsidiary from the Guaranty is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone);

(8) release the Borrower or permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or the other Loan Documents without the consent of each Lender; or

(9) directly and materially adversely affect the rights of Lenders holding Commitments or Loans of one Class differently from the rights of Lenders holding Commitments or Loans of any other Class without the written consent of the applicable Required Class Lenders;

and provided, further, that (A) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (B) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (C) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (D) the Fee Letter and the First Amendment Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.

(ii) Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under a Facility, may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (A) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (B) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under a Facility, that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender; (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders.

 

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(iii) Notwithstanding anything to the contrary herein, this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement.

(d) Notwithstanding any provision herein to the contrary, if the Administrative Agent and the Borrower acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document (including the schedules and exhibits thereto), then the Administrative Agent and the Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement.

(b) Notices; Effectiveness; Electronic Communications.

(i) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in clause (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax transmission or e-mail transmission as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(1) if to Pubco, the Borrower or any other Loan Party, the Administrative Agent, the L/C Issuer or the Swingline Lender, to the address, fax number, e-mail address or telephone number specified for such Person on Schedule 1.01(a); and

(2) if to any other Lender, to the address, fax number, e-mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower).

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by fax transmission shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in clause (b) below shall be effective as provided in such clause (b).

 

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This Agreement was prepared by:   

Greenberg Traurig, LLP

2200 Ross Ave.

Suite 5200

Dallas, Texas 75201

 

Attention: [*****]

 

Phone: [*****]

 

E-mail: [*****]

(ii) Electronic Communications.

(1) Notices and other communications to the Administrative Agent, the Lenders, the Swingline Lender and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e-mail, FPML messaging, and Internet or intranet websites) pursuant to an electronic communications agreement (or such other procedures approved by the Administrative Agent in its sole discretion); provided that the foregoing shall not apply to notices to any Lender, the Swingline Lender or the L/C Issuer pursuant to Article II if such Lender, the Swingline Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent, the Swingline Lender, the L/C Issuer or the Borrower may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

(2) Unless the Administrative Agent otherwise prescribes, (A) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement) and (B) notices and other communications posted to an Internet or intranet website shall be deemed received by the intended recipient upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail address or other written acknowledgement) indicating that such notice or communication is available and identifying the website address therefor; provided that for both clauses (A) and (B), if such notice or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.

(iii) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Guarantor, the Borrower, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic platform or electronic messaging service, or through the Internet.

 

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(iv) Change of Address, Etc. Each of the Loan Parties, the Administrative Agent, the L/C Issuer and the Swingline Lender may change its address, fax number or telephone number or e-mail address for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, fax number or telephone number or e-mail address for notices and other communications hereunder by notice to the Borrower, the Administrative Agent, the L/C Issuer and the Swingline Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, fax number and e-mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one (1) individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and Applicable Law, including United States federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States federal or state securities laws.

(v) Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including, without limitation, telephonic or electronic notices, Loan Notices, Letter of Credit Applications, Notice of Loan Prepayment and Swingline Loan Notices) purportedly given by or on behalf of any Loan Party even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Loan Party. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

(c) No Waiver; Cumulative Remedies; Enforcement.

(i) No failure by any Lender, the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or under any other Loan Document preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

(ii) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its

 

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benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

(d) Expenses; Indemnity; Damage Waiver.

(i) Costs and Expenses. The Loan Parties shall pay within ten (10) Business Days of demand therefor (i) all reasonable and documented out-of-pocket expenses actually incurred by the Administrative Agent and its Affiliates (including, but not limited to, (A) the reasonable and documented fees, charges and disbursements of one primary firm of counsel for the Administrative Agent and its Affiliates (taken as a whole) and (B) due diligence expenses), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, extension, reinstatement or renewal of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of (x) one primary firm of counsel for the Administrative Agent, L/C Issuer and the Lenders, taken as a whole, (y) if reasonably necessary, of one local firm of counsel in any relevant jurisdiction to all such Persons, taken as a whole and (z) solely in the case of an actual or potential conflict of interest, one additional firm of counsel to all affected parties, taken as a whole), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 11.04, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(ii) Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel (but limited, in the case of legal fees and expenses, to one firm of counsel to the Indemnitees, taken as a whole, and, solely in the case of an actual or potential conflict of interest, one additional firm of counsel to all affected Indemnitees, taken as a whole (and, if reasonably necessary, of one local firm of counsel in each relevant jurisdiction to all such Persons, taken as a whole)) for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby (including, without limitation, the Indemnitee’s

 

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reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned, leased or operated by a Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by any Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) result from a claim not involving an act or omission of the Borrower and that is brought by an Indemnitee against another Indemnitee (other than against any Arranger or the Administrative Agent in their capacities as such). Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(iii) Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.12(d).

 

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(iv) Waiver of Consequential Damages, Etc. To the fullest extent permitted by Applicable Law, no Loan Party shall assert, and each Loan Party hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in clause (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages that are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

(v) Payments. All amounts due under this Section 11.04 shall be payable not later than ten (10) Business Days after demand therefor.

(vi) Survival. The agreements in this Section 11.04 and the indemnity provisions of Section 11.02(e) shall survive the resignation of the Administrative Agent, the L/C Issuer and the Swingline Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

(e) Payments Set Aside.

To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

(f) Successors and Assigns.

(i) Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 11.06(b), (ii) by way of participation in accordance with the provisions of Section 11.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.06(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 11.06(d) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

 

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(ii) Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment(s) and the Loans (including for purposes of this clause (b), participations in L/C Obligations and in Swingline Loans) at the time owing to it); provided that (in each case with respect to any Facility) any such assignment shall be subject to the following conditions:

(1) Minimum Amounts.

(a) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any Facility and/or the Loans at the time owing to it (in each case with respect to any Facility) or contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that equal at least the amount specified in clause (b)(i)(B) of this Section 11.06 in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(b) in any case not described in clause (b)(i)(A) of this Section 11.06, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, in the case of any assignment in respect of the Revolving Facility, or $1,000,000, in the case of any assignment in respect of the Term Facility, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).

(2) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement and the other Loan Documents with respect to the Loans and/or the Commitment assigned, except that this clause (b)(ii) shall not apply to the Swingline Lender’s rights and obligations in respect of Swingline Loans.

(3) Required Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(B) of this Section 11.06 and, in addition:

(a) the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; and provided, further, that the Borrower’s consent shall not be required during the primary syndication of the Facilities;

 

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(b) the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for assignments in respect of (1) any unfunded Term Commitment or any Revolving Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and

(c) the consent of the L/C Issuer and the Swingline Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Facility.

(4) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(5) No Assignment to Certain Persons. No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), (C) to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of one or more natural Persons) or (D) any holder of Subordinated Debt.

(6) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or sub-participations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (A) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the L/C Issuer or any Lender hereunder (and interest accrued thereon) and (B) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this clause (b)(vi), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

 

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(7) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment); provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d).

(iii) Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower (and such agency being solely for Tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and interest amounts) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender (with respect to such Lender’s interest only), at any reasonable time and from time to time upon reasonable prior notice.

(iv) Participations.

(1) Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more natural Persons, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participations.

 

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(2) Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(f) (it being understood that the documentation required under Section 3.01(f) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section 11.06; provided that such Participant (A) shall be subject to the provisions of Sections 3.06 and 11.13 as if it were an assignee under clause (b) of this Section 11.06 and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Sections 3.06 and 11.13 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest amounts) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103–1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(v) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note or Notes, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

 

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(vi) Resignation as L/C Issuer or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to clause (b) above, Bank of America may, (i) upon thirty (30) days’ notice to the Administrative Agent, the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty (30) days’ notice to the Borrower, resign as Swingline Lender. In the event of any such resignation as L/C Issuer or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swingline Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or Swingline Lender, as the case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swingline Lender, (A) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swingline Lender, as the case may be, and (B) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

(g) Treatment of Certain Information; Confidentiality.

(i) Treatment of Certain Information. Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its Affiliates, its auditors and its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by Applicable Laws or regulations or by any subpoena or similar legal process, (iv) to any other party hereto, (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section 11.07, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.16(c) or (B) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (vii) on a confidential basis to (A) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (B) the provider of any Platform or other electronic delivery service used by the Administrative Agent, the L/C Issuer and/or the Swingline Lender to deliver Borrower Materials or notices to the Lenders or (viii) the CUSIP Service Bureau or any similar agency in connection with the application, issuance, publishing and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, or (ix) with the consent of the Borrower or to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 11.07, (xi) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower or (xii) is independently discovered or developed by a party hereto without

 

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utilizing any Information received from the Borrower or violating the terms of this Section 11.07. For purposes of this Section 11.07, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 11.07 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents and the Commitments.

(ii) Non-Public Information. Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (i) the Information may include material non-public information concerning a Loan Party or a Subsidiary, as the case may be, (ii) it has developed compliance procedures regarding the use of material non-public information and (iii) it will handle such material non-public information in accordance with Applicable Law, including United States federal and state securities Laws.

(iii) Press Releases. The Loan Parties and their Affiliates agree that they will not in the future issue any press releases or other public disclosure using the name of the Administrative Agent or any Lender or their respective Affiliates or referring to this Agreement or any of the Loan Documents without the prior written consent of the Administrative Agent, unless (and only to the extent that) the Loan Parties or such Affiliate is required to do so under law and then, in any event the Loan Parties or such Affiliate will consult with such Person before issuing such press release or other public disclosure.

(iv) Customary Advertising Material. The Loan Parties consent to the publication by the Administrative Agent or any Lender of customary advertising material relating to the transactions contemplated hereby using the name, product photographs, logo or trademark of the Loan Parties; provided that Sponsor is given reasonable advance notice and the opportunity to consult in any such publication which contains the name, logo or trademark of “SunTx” or reasonably related names, logos or trademarks.

(h) Right of Setoff.

If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the L/C Issuer or such Affiliates, irrespective of whether or not such Lender, the L/C Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured, secured or unsecured, or are owed to a branch, office or Affiliate of such Lender or the L/C Issuer different from the branch, office or Affiliate

 

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holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section 11.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have under Applicable Law. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

(i) Interest Rate Limitation.

Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by Applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by Applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

(j) Integration; Effectiveness.

This Agreement, the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent or the L/C Issuer, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successor and assigns.

(k) Survival of Representations and Warranties.

All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

 

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(l) Severability.

If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 11.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the L/C Issuer or the Swingline Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

(m) Replacement of Lenders.

(i) If the Borrower is entitled to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting Lender or a Non-Consenting Lender or if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(1) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b);

(2) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(3) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;

(4) such assignment does not conflict with Applicable Laws; and

(5) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

(ii) A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

 

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(iii) Each party hereto agrees that (i) an assignment required pursuant to this Section 11.13 may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and (ii) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided, that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided further that any such documents shall be without recourse to or warranty by the parties thereto.

(iv) Notwithstanding anything in this Section 11.13 to the contrary, (A) the Lender that acts as the L/C Issuer may not be replaced hereunder at any time it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such Lender (including the furnishing of a backstop standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to the L/C Issuer or the depositing of Cash Collateral into a Cash Collateral account in amounts and pursuant to arrangements reasonably satisfactory to the L/C Issuer) have been made with respect to such outstanding Letter of Credit and (B) the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.06.

(n) Governing Law; Jurisdiction; Etc.

(i) GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(ii) SUBMISSION TO JURISDICTION. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, THE L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER

 

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PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(iii) WAIVER OF VENUE. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN CLAUSE (b) OF THIS SECTION 11.14. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(iv) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

(o) Waiver of Jury Trial.

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.15.

(p) Subordination.

Each Loan Party (a “Subordinating Loan Party”) hereby subordinates the payment of all obligations and indebtedness of any other Loan Party owing to it, whether now existing or hereafter arising, including but not limited to any obligation of any such other Loan Party to the Subordinating Loan Party as subrogee of the Secured Parties or resulting from such Subordinating Loan Party’s performance under this Guaranty, to the indefeasible payment in full in cash of all Obligations. If the Secured Parties so request, any such obligation or indebtedness of any such other Loan Party to the Subordinating Loan Party shall be enforced and performance received by the Subordinating Loan Party as trustee for the Secured Parties and the proceeds thereof shall be paid over to the Secured Parties on account of the Secured Obligations, but without reducing or affecting in any manner the liability of the Subordinating Loan Party under this Agreement. Without limitation of the foregoing, so long as no Default has occurred and is continuing, the

 

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Loan Parties may make and receive payments with respect to Intercompany Debt; provided, that in the event that any Loan Party receives any payment of any Intercompany Debt at a time when such payment is prohibited by this Section 11.16, such payment shall be held by such Loan Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to the Administrative Agent.

(q) No Advisory or Fiduciary Responsibility.

In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower, Holdings and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates are arm’s-length commercial transactions between the Borrower, Holdings, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates, on the other hand, (ii) each of the Borrower, Holdings and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower, Holdings and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b) (i) the Administrative Agent, each Arranger and each Lender and each of their respective Affiliates each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary, for the Borrower, Holdings, any other Loan Party or any of their respective Affiliates, or any other Person and (ii) neither the Administrative Agent, the Arranger, nor any Lender nor any of their respective Affiliates has any obligation to the Borrower, Holdings, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, Holdings, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger, nor any Lender nor any of their respective Affiliates has any obligation to disclose any of such interests to the Borrower, Holdings, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower, Holdings and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger, the Lenders and their respective Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transactions contemplated hereby.

(r) Electronic Execution; Electronic Records; Counterparts.

This Agreement, any Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties and each of the Administrative Agent, the L/C Issuer, the Swingline Lender, and each Lender (collectively, each a “Credit Party”) agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the

 

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Credit Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, L/C Issuer nor Swingline Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent, L/C Issuer and/or Swingline Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Credit Parties shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Party without further verification and (b) upon the request of the Administrative Agent or any Credit Party, any Electronic Signature shall be promptly followed by such manually executed counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

Neither the Administrative Agent, L/C Issuer nor Swingline Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, L/C Issuer’s or Swingline Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means). The Administrative Agent, L/C Issuer and Swingline Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution or signed using an Electronic Signature) or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).

Each of the Loan Parties and each Credit Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document based solely on the lack of paper original copies of this Agreement, such other Loan Document, and (ii) waives any claim against the Administrative Agent, each Credit Party and each Related Party for any liabilities arising solely from the Administrative Agent’s and/or any Credit Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

(s) USA Patriot Act Notice.

Each Lender that is subject to the Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower and the other Loan Parties that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107–56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies the Borrower and each other Loan Party, which information includes the name and address of the Borrower and each other Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower and each other Loan Party in accordance with the Patriot Act. The Borrower and each other Loan Party shall, promptly following a request by the Administrative Agent or any Lender, provide all such other documentation and information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act.

 

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(t) Acknowledgement and Consent to Bail-In of Affected Financial Institutions.

Solely to the extent any Lender or L/C Issuer that is an Affected Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or L/C Issuer that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of a Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(i) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender or L/C Issuer that is an Affected Financial Institution; and

(ii) the effects of any Bail-In Action on any such liability, including, if applicable:

(1) a reduction in full or in part or cancellation of any such liability;

(2) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(3) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

(u) Acknowledgement Regarding Any Supported QFCs.

To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States): In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

 

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b) Time of the Essence.

Time is of the essence of the Loan Documents.

c) ENTIRE AGREEMENT.

THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

 

BORROWER:      CONCRETE PARTNERS, LLC
     By:  

 

     Name:  

 

     Title:  

 

HOLDINGS:      CONCRETE PARTNERS HOLDING, LLC
     By:  

 

     Name:  

 

     Title:  

 

 

[Signature Page to Credit Agreement (Concrete Partners)]

Exhibit 10.24

Execution Version

 

 

EXCHANGE AGREEMENT

by and among

SUNCRETE, INC.

SUNCRETE INTERMEDIATE, INC.,

and

FOLEY BROS., LLC,

Dated as of April 28, 2026

 

 


TABLE OF CONTENTS

 

         Page  

ARTICLE I DEFINITIONS

     1  

1.1

  Definitions      1  

1.2

  Other Definitional and Interpretative Provisions      4  

ARTICLE II EXCHANGE

     4  

2.1

  Exchanges      4  

2.2

  Adjustment      6  

2.3

  Reservation of PubCo Class A Common Stock; Listing      7  

ARTICLE III TRANSFER RESTRICTIONS

     7  

3.1

  General Restrictions on Transfer      7  

3.2

  Legends      8  

3.3

  Permitted Transfers      8  

ARTICLE IV OTHER AGREEMENTS; MISCELLANEOUS

     8  

4.1

  Representations and Warranties of PubCo.      8  

4.2

  Expenses      8  

4.3

  Notices      9  

4.4

  Permitted Transferees      10  

4.5

  Severability      10  

4.6

  Entire Agreement; No Third Party Beneficiaries      10  

4.7

  Further Assurances      10  

4.8

  Governing Law      10  

4.9

  WAIVER OF JURY TRIAL      10  

4.10

  Consent to Jurisdiction and Forum Selection      11  

4.11

  Amendments; Waivers      11  

4.12

  Assignment      11  

4.13

  Tax Treatment      11  

4.14

  Withholding      11  

4.15

  Counterparts; Electronic Transmission      12  

 

i


EXCHANGE AGREEMENT

This Exchange Agreement, dated as of April 28, 2026 (this “Agreement”), is entered into by and among Suncrete, Inc., a Delaware corporation (“PubCo”), Suncrete Intermediate, Inc., a Delaware corporation (“Purchaser Holdco”), and Foley Bros., LLC, a Texas limited liability company (the “Rollover Seller” and, together with PubCo and Purchaser Holdco, the “Parties”). Capitalized terms used but not otherwise defined are defined in or by reference to Section 1.1.

W I T N E S S E T H:

WHEREAS, Concrete Partners, LLC, a Delaware limited liability company (“Purchaser”), and Purchaser Holdco, on the one hand, and each of Hope Concrete Intermediate Holdings, LLC, a Delaware limited liability company (“Hope Intermediate”), the Rollover Seller, and the other sellers thereto (each a “Seller” and collectively, the “Sellers”), on the other hand, along with Hope Intermediate, in its capacity as representative of the Sellers, entered into that certain Membership Interest Purchase Agreement, dated as of April 28, 2026 (the “MIPA”), pursuant to which Purchaser is ultimately acquiring all of the issued and outstanding ownership interests of Hope Concrete, LLC (the “Acquisition”); and

WHEREAS, in connection with the Acquisition, the Parties hereto desire to provide for the future transfer by Rollover Seller of shares of Class B common stock of Purchaser Holdco, par value $0.0001 per share (the “Exchange Shares”), to PubCo, in exchange for the issuance by PubCo of Class A common stock of PubCo, par value $0.0001 per share (the “PubCo Class A Common Stock”), on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions. As used in this Agreement, the following terms have the following meanings:

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person.

“Agreement” is defined in the preamble.

“Business Day” means any day of the year other than a Saturday or Sunday on which commercial banks are open for business in the State of Texas.

“Control” of a Person means the direct or indirect possession of the power to (1) vote a majority of the securities having ordinary voting power for the election of directors (or comparable positions in the case of partnerships and limited liability companies) of such Person, or (2) direct or cause the direction of the management and policies of such Person, whether by ownership of voting securities, by contract or otherwise. For the avoidance of doubt, the possession of only consent or approval rights with respect to the actions or decision of a Person does not constitute Control of such Person.

 

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“Change of Control” means the occurrence of any of the following events:

(a) a (i) merger, reorganization, consolidation or similar form of business combination transaction directly involving PubCo or indirectly involving PubCo through one or more of its subsidiaries, or (ii) transaction in which PubCo, directly or indirectly, sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets (including subsidiaries) to another Person other than an Affiliate of PubCo (including any employee benefit plans); unless, immediately following such transaction, at least a majority of the voting power of the then outstanding voting stock or other equities of the Person resulting from consummation of the transaction (which Person may be any parent or ultimate parent corporation that as a result of the transaction owns directly or indirectly PubCo and all or substantially all of PubCo’s assets) entitled to vote generally in elections of directors of such Person is held by the existing PubCo stockholders (determined immediately prior to the transaction and related transactions);

(b) a transaction in which there is an acquisition of Control of PubCo by a Person or group of Persons acting in concert to exercise Control other than any Person in Control of PubCo as of the date hereof;

(c) a transaction in which the Incumbent Directors cease for any reason to constitute at least a majority of the Board of Directors of PubCo, provided that any individual becoming a director subsequent to the effective date of this Agreement, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board of Directors of PubCo (either by a specific vote or by approval of the proxy statement of PubCo in which the individual is named as a nominee for director, without written objection to such nomination) will be deemed to be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of PubCo as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board of Directors of PubCo will be deemed to be an Incumbent Director; or

(d) the liquidation or dissolution of PubCo.

“Closing” is defined in Section 2.1(b)(i).

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Exchange,” when used as a noun, has the meaning set forth in Section 2.1(a). “Exchange,” when used as a verb, and “Exchanging,” when used as an adjective, shall have correlative meanings.

“Exchange Ratio” means the number of shares of PubCo Class A Common Stock for which one Exchange Share is entitled to be Exchanged. On the date hereof, the Exchange Ratio shall be 10:1, subject to adjustment as provided in Section 2.2.

“Exchange Request” has the meaning set forth in Section 2.1(a)(ii).

“Exchange Shares” is defined in the preamble.

“Governmental Entity” means any court, administrative agency, regulatory body, commission, or other governmental authority, board, bureau, or instrumentality, domestic or foreign, and any subdivision thereof.

“Incumbent Directors” means the individuals who constitute the Board of Directors of PubCo as of the date of this Agreement.

 

2


“Liens” means any and all liens, charges, security interests, options, claims, mortgages, pledges, usufructs, attachments, proxies, voting trusts or agreements, obligations, understandings or arrangements, or other restrictions on title or transfer of any nature whatsoever.

“PubCo” is defined in the preamble.

“PubCo Class A Common Stock” is defined in the preamble.

“Law” means any foreign, federal, state or local law (including common law), statute, code, ordinance, rule, regulation, order, injunction, judgment, doctrine, decree, ruling, writ, assessment or arbitration award of a Governmental Entity or other requirement.

“Lock-Up Period” means the period commencing on the date hereof and ending on the earlier of (i) the one year anniversary of the date hereof and (ii) the date after the date hereof on which PubCo consummates a liquidation, merger, share exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of PubCo’s stockholders having the right to exchange their equity holdings in PubCo for cash, securities or other property.

“MIPA” is defined in the preamble.

“Notice” is defined in Section 4.2.

“Parties” is defined in the preamble.

“Permitted Transferee” means (i) either of Timothy Foley and James Foley, as owners of equity interests in Rollover Seller (the “Rollover Owners”), (ii) any Affiliate of the Rollover Seller Controlled by a Rollover Owner, or (iii) any trust or charitable organization for the direct or indirect benefit of a Rollover Owner or the spouse of a Rollover Owner, the siblings of a Rollover Owner and his or her spouse, and the direct descendants and ascendants (including adopted and step children and parents) of such a Rollover Owner and his or her spouses and siblings).

“Person” means any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity, and any government or agency or political subdivision thereof.

“Restricted PubCo Class A Common Stock” is defined in Section 3.1(b).

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Stock Consideration” means, with respect to any applicable Exchange, a number of shares of PubCo Class A Common Stock (rounded to the nearest whole number) equal to the sum of the product of (x) the number of Exchange Shares being Exchanged and (y) the Exchange Ratio.

“Successors” is defined in Section 4.11.

“Trading Day” means a day on which the principal U.S. securities exchange on which the PubCo Class A Common Stock is listed or admitted to trading is open for the transaction of business (unless such trading shall have been suspended for the entire day).

 

3


“Transfer Taxes” is defined in Section 4.1.

1.2 Other Definitional and Interpretative Provisions. The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles and Sections are to Articles and Sections of this Agreement unless otherwise specified. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any agreement or contract are to that agreement or contract as amended, restated, modified or supplemented from time to time in accordance with the terms thereof as of the date of this Agreement. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.

ARTICLE II

EXCHANGE

2.1 Exchanges.

(a) Exchange Right of Rollover Seller.

(i) Upon the terms and subject to the conditions of this ARTICLE II, Rollover Seller may, at any time and from time to time, elect to exchange in one or more exchanges, a number of Exchange Shares for the applicable Stock Consideration (any such exchange, an “Exchange”) but in no event less than 15% of the outstanding Exchange Shares at one time.

(ii) Rollover Seller shall exercise its right to effectuate an Exchange set forth in Section 2.1(a)(i) by delivering to PubCo, with a copy to Purchaser Holdco, a written notice (an “Exchange Request”) setting forth the number of Exchange Shares the Rollover Seller wishes to Exchange and the proposed date for such Exchange. Rollover Seller shall represent in the Exchange Request that it owns the Exchange Shares to be delivered at the applicable Closing pursuant to Section 2.1(d)(i), free and clear of all Liens, other than transfer restrictions imposed by or under applicable securities laws and this Agreement.

(iii) A mandatory Exchange of all outstanding Exchange Shares shall occur upon the earlier of (A) the Board of Directors of PubCo approving a Change of Control transaction; or (B) the third anniversary of the date of this Agreement (in each case a “Mandatory Exchange Event”); provided that the Closing for any Exchange pursuant to a Change of Control transaction shall occur immediately prior to, but remain subject to the consummation immediately after of, the Change of Control transaction and such Exchange shall be null and void if such Change of Control transaction shall fail to be consummated.

 

4


(b) Closing.

(i) Subject to the terms and conditions hereunder and unless expressly provided otherwise herein, (A) an Exchange pursuant to Section 2.1(a) shall be effected on the later of (B) the fifth Business Day after PubCo and Purchaser Holdco receive the applicable Exchange Request, (C) the future date as specified in the applicable Exchange Request, or (D) a date to be agreed upon between the Rollover Seller, PubCo and Purchaser Holdco; provided that an Exchange pursuant to a Mandatory Exchange Event shall be effected on the fifth Business Day after the occurrence of the Mandatory Exchange Event (in each case, such date, the “Closing”); provided, that a Closing with respect to a Change of Control shall take place at the time set forth in Section 2.1(a)(iii).

(ii) Upon the occurrence of a Closing, (A) all rights of the Rollover Seller as holder of the Exchange Shares being Exchanged shall terminate, (B) the Exchange Shares shall be assigned and delivered by Rollover Seller to PubCo and be deemed to be issued and outstanding capital stock of the Purchaser Holdco held by PubCo, and (C) the Rollover Seller, or such other Person in whose name the Rollover Seller has requested the shares be registered, shall be treated for all purposes as the holder of the applicable Stock Consideration delivered at the Closing. Any Stock Consideration to be received in the Exchange shall be registered in such names and in such denominations as the Rollover Seller shall request in writing not later than one Business Day prior to Closing.

(c) Closing Conditions.

(i) The obligation of any of the Parties to consummate an Exchange pursuant to this Section 2.1 shall be subject to the condition that there shall be no injunction, restraining order or decree of any nature of any Governmental Entity that is then in effect that restrains or prohibits the Exchange.

(ii) The obligation of PubCo and Purchaser Holdco to consummate an Exchange pursuant to this Section 2.1 shall be subject to (A) the delivery by Rollover Seller of the items specified in clauses (i), (ii), and (iii) of Section 2.1(d) and (B) the good faith determination by PubCo that such Exchange would not be prohibited by applicable law or regulation.

(d) Closing Deliveries. At or prior to each Closing:

(i) to the extent that the Rollover Seller’s Exchange Shares are certificated, the Rollover Seller shall deliver to Purchaser Holdco certificates representing the Exchange Shares for the number of Exchange Shares specified in the applicable Exchange Request (or an affidavit of loss in lieu thereof in customary form, without any requirement to post a bond or furnish any other security), accompanied by security transfer powers, in form reasonably satisfactory to Purchaser Holdco, duly executed in blank by the Rollover Seller or its duly authorized attorney, to be Exchanged based on the Exchange Ratio. In the event of a Mandatory Exchange Event, if Rollover Seller fails to tender such certificates or other evidence of ownership by Closing or otherwise fails to follow or meet the requirements hereunder, as of the date of the Mandatory Exchange Event, the Exchange Shares shall be deemed to have been tendered to PubCo and shall thereafter no longer be outstanding and shall only represent the right to receive the relevant Stock Consideration;

(ii) Rollover Seller shall represent in writing that (A) no Liens exist on the Exchange Shares delivered pursuant to Sections 2.1(d)(i) (other than transfer restrictions imposed by or under applicable securities laws and this Agreement) and (B) Rollover Seller has good and valid title to such Exchange Shares;

 

5


(iii) Rollover Seller shall deliver to PubCo and Purchaser Holdco the executed Exchange Request; and

(iv) PubCo shall deliver or cause to be delivered the applicable Stock Consideration withing five Business Days of Closing, registered in such names and such denominations as the Rollover Seller requested pursuant to Section 2.1(b)(ii). To the extent that any Stock Consideration is to be paid or settled through the facilities of The Depository Trust Company, PubCo shall, subject to Section 3.2(a) below, upon the written instruction of the Rollover Seller, deliver or cause to be delivered such Stock Consideration, through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by the Rollover Seller. The Rollover Seller shall provide to PubCo any documents, instruments, or information reasonably required by PubCo or PubCo’s transfer agent in connection with the issuance and delivery of the Stock Consideration.

2.2 Adjustment.

(a) The Exchange Ratio shall be adjusted accordingly if there is: (i) any subdivision (by any stock split, stock dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Exchange Shares or any similar event, in each case that is not accompanied by an identical subdivision or combination of the PubCo Class A Common Stock; or (ii) any subdivision (by any stock split, stock dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the PubCo Class A Common Stock or any similar event, in each case that is not accompanied by an identical subdivision or combination of the Exchange Shares. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the PubCo Class A Common Stock is converted or changed into another security, securities or other property, then upon any subsequent Exchange, the Rollover Seller shall be entitled to receive the amount of such security, securities or other property that the Rollover Seller would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the shares of PubCo Class A Common Stock are converted or changed into another security, securities or other property, this Section 2.2 shall continue to be applicable, mutatis mutandis, with respect to such security or other property.

(b) At Closing, Rollover Seller shall have a right to receive the equivalent value of any cash or stock dividends paid on the shares of PubCo Class A Common Stock after the date hereof but prior to an Exchange with respect to the applicable Stock Consideration to be delivered at such Closing. Such dividend equivalent right, with respect to the applicable Stock Consideration delivered at any Closing, shall be converted to cash or additional shares of PubCo Class A Common Stock, or a combination of cash and shares, at such Closing and in the same manner as paid to other PubCo shareholders.

 

6


2.3 Reservation of PubCo Class A Common Stock; Listing. PubCo shall at all times reserve and keep available out of its authorized but unissued shares of PubCo Class A Common Stock, solely for the purpose of issuance upon an Exchange, the maximum number of shares of PubCo Class A Common Stock as shall be issuable upon Exchange of all outstanding Exchange Shares; provided that nothing contained herein shall be construed to preclude PubCo from satisfying its obligations in respect of any such Exchange by delivery of purchased shares of PubCo Class A Common Stock (which may or may not be held in the treasury of PubCo). PubCo shall use reasonable efforts to cause such shares of PubCo Class A Common Stock to list and use its reasonable efforts to maintain the listing of the shares of PubCo Class A Common Stock required to be delivered upon any such Exchange prior to such delivery upon the national securities exchange upon which the outstanding shares of PubCo Class A Common Stock are listed at the time of such Exchange (it being understood that any such shares may be subject to transfer restrictions under applicable securities laws). PubCo covenants that all shares of PubCo Class A Common Stock issued upon an Exchange will, upon issuance and assuming Rollover Seller has complied with all terms and conditions of such Exchange under this Agreement, be validly issued, fully paid and non-assessable.

ARTICLE III

TRANSFER RESTRICTIONS

3.1 General Restrictions on Transfer.

(a) Rollover Seller understands and agrees that any shares of PubCo Class A Common Stock received in any Exchange during the Lock-Up Period will be subject to restrictions on transfer under the form of lock-up agreement attached hereto as Annex A.

(b) Subject to Section 3.1(a), Rollover Seller understands and agrees that any shares of PubCo Class A Common Stock received in any Exchange (any such shares of PubCo Class A Common Stock, “Restricted PubCo Class A Common Stock”) may not be transferred except in compliance with the Securities Act, any other applicable securities or “blue sky” laws, and the terms and conditions of this Agreement.

(c) Without limitation of Section 3.1(b), Rollover Seller understands and agrees that, unless exchanged pursuant to an effective registration statement under the Securities Act, Restricted PubCo Class A Common Stock are restricted securities under the Securities Act and the rules and regulations promulgated thereunder. Rollover Seller agrees that it shall not transfer any shares of Restricted PubCo Class A Common Stock (or solicit any offers in respect of any transfer of any shares of Restricted PubCo Class A Common Stock), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws, and the terms and conditions of this Agreement.

(d) Any attempt to transfer any shares of Restricted PubCo Class A Common Stock not in compliance with this Agreement shall be void ab initio, and PubCo shall not, and shall cause any transfer agent not to, give any effect in PubCo’s stock records to such attempted transfer.

 

7


3.2 Legends.

(a) In addition to any other legend that may be required, subject to Section 3.2(b), each certificate for shares of Restricted PubCo Class A Common Stock issued to Rollover Seller shall bear a legend in substantially the following form:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS PUBCO HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS.”

(b) The Rollover Seller agrees that, unless and until (A) the Restricted PubCo Class A Common Stock are registered under the Securities Act or (B) the Restricted PubCo Class A Common Stock may be sold or transferred without restriction pursuant to Rule 144 promulgated under the Securities Act without any restriction or limitation under such rule (including, without limitation, satisfaction of the requirements of Rule 144(i) applicable to securities of an issuer that was a shell company), the certificates or book entries representing the Restricted PubCo Class A Common Stock will bear the legend set forth in Section 3.2(a). Subject to the foregoing, following the sale of any shares of Restricted PubCo Class A Common Stock pursuant to Rule 144(b)(1) under the Securities Act (or any successor provision), upon the written request of the holder thereof, accompanied (if PubCo shall so request) by an opinion of counsel reasonably acceptable to PubCo and evidence of such sale reasonably satisfactory to PubCo, PubCo shall issue to the transferee a new certificate evidencing such shares of Restricted PubCo Class A Common Stock without the legend required by Section 3.2(a) endorsed thereon. PubCo covenants that it shall include the shares of PubCo Class A Common Stock received in an Exchange in any registration statement filed by PubCo pursuant to that certain Amended and Restated Registration Rights Agreement, dated as of April 8, 2026, by and among PubCo and Haymaker Sponsor IV LLC, a Delaware limited liability company, to the extent such registration statement covers the resale of PubCo Class A Common Stock.

3.3 Permitted Transfers. Subject to this ARTICLE III, Rollover Seller may at any time transfer any or all of its shares of Restricted PubCo Class A Common Stock to any Person so long as the transfer to such transferee is, and PubCo has received an opinion from Rollover Seller’s Counsel reasonably satisfactory to it that such transfer is, in compliance with the Securities Act and any other applicable securities or “blue sky” laws.

ARTICLE IV

OTHER AGREEMENTS; MISCELLANEOUS

4.1 Representations and Warranties of PubCo. PubCo represents and warrants to the Rollover Seller, as of the date of this Agreement (and not as of the Closing or any other date), as set forth on Exhibit A attached hereto.

4.2 Expenses. Each Party hereto shall bear its own expenses in connection with the consummation of any of the transactions contemplated hereby, whether or not any such transaction is ultimately consummated, except that PubCo shall bear any transfer taxes, stamp taxes or duties, or other similar taxes in connection with, or arising by reason of, any Exchange (“Transfer Taxes”); provided, however, that if any Transfer Taxes are imposed by reason of or in connection with the issuance of a certificate pursuant to Section 2.1(d)(iv) in a name other than that of the Rollover Seller requesting an

 

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Exchange (or The Depository Trust Company or its nominee for the account of a participant of The Depository Trust Company that will hold the shares for the account of the Rollover Seller), then the Person or Persons requesting the issuance thereof or Exchanging the Exchange Shares, as applicable, shall bear any such Transfer Taxes (or establish to the reasonable satisfaction of PubCo that such tax is not payable). In addition, in the event that the number of Exchanges effected by the Rollover Seller within a given calendar year is greater than five, then the Rollover Seller shall promptly reimburse PubCo for any reasonable third-party expenses incurred in connection with the consummation of the Exchanges effected by the Rollover Seller within such year that are in excess of five.

4.3 Notices. All notices, requests, consents and other communications hereunder (each, a “Notice”) to any Party shall be in writing and shall be delivered in person or sent by facsimile (provided a copy is thereafter promptly delivered as provided in this Section 4.2), email or nationally recognized overnight courier, addressed to such Party at the address, facsimile number or email address set forth below, or such other address or facsimile number as may hereafter be designated in writing by such Party to the other Parties:

If to PubCo, to:

Suncrete, Inc.

817 E. 4th Street

Tulsa, OK 74120

Attn: Barrett Bruce, Secretary

Email: [*****]

If to Purchaser Holdco, to:

c/o SunTX Capital Partners

5420 LBJ Freeway, Suite 1000

Dallas, Texas 75240

Email: [*****]

Attention: Barrett Bruce

With a copy (which shall not constitute notice) to:

King & Spalding LLP

1100 Louisiana, Suite 4100

Houston, TX 77002

Attn: Jonathan B. Newton

Email: [*****]

If to the Rollover Seller, to:

Foley Bros., LLC

P.O. Box 299

Wichita Falls, TX 76307

Attention: Timothy Foley

Email: [*****]

[*****]

 

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With a copy (which shall not constitute notice) to:

Ballard Spahr LLP

1735 Market Street, 51st Floor

Philadelphia, PA 19103

Attn: Ryan Udell & Adam Chelminiak

Email: [*****]

[*****]

Each Notice shall be deemed received on the date sent to the recipient thereof in accordance with this Section 4.2, if sent prior to 5:00 p.m. on a Business Day in the place of receipt; otherwise, such Notice shall be deemed not to have been received until the next succeeding Business Day.

4.4 Permitted Transferees. Notwithstanding any other provision of this Agreement, Rollover Seller shall not transfer any Exchange Shares without the prior written consent of the Board of Directors of Purchaser Holdco, except in the case of transfers to Permitted Transferees in accordance with this Section 4.3; provided that the Rollover Seller shall provide at least 30 days prior written notice to PubCo and Purchaser Holdco before effecting any such transfer to Permitted Transferees. To the extent that the Rollover Seller validly transfers after the date hereof any or all of its Exchange Shares to a Permitted Transferee in accordance with the terms and conditions of this Agreement, then the transferee thereof shall have the right to execute and deliver a joinder to this Agreement, in form and substance reasonably satisfactory to PubCo. Upon execution of any such joinder, such transferee shall, with respect to such transferred Exchange Shares, be entitled to all of the rights and bound by each of the obligations applicable to the relevant transferor hereunder; provided that the transferor shall remain entitled to all of the rights and bound by each of the obligations with respect to Exchange Shares that were not so transferred.

4.5 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or entity or any circumstance, is found to be invalid or unenforceable in any jurisdiction, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

4.6 Entire Agreement; No Third Party Beneficiaries. This Agreement together with the MIPA constitutes the entire agreement and supersedes all other prior agreements, both written and oral, among the parties with respect to the subject matter hereof and is not intended to confer upon any Person, other than the Parties hereto and their Permitted Transferees, any rights or remedies hereunder.

4.7 Further Assurances. Each Party hereto shall execute, deliver, acknowledge and file such other documents (including tax forms) and take such further actions as may be reasonably requested from time to time by any other Party hereto to give effect to and carry out the transactions contemplated herein.

4.8 Governing Law. This Agreement and the rights of the Parties hereunder will be governed by, construed and enforced in accordance with the laws of the State of Delaware without regard to conflicts of law principles thereof.

4.9 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

 

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4.10 Consent to Jurisdiction and Forum Selection. EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE FIRST BUSINESS COURT DIVISION SITTING IN DALLAS COUNTY (IF SUCH DISPUTE MAY NOT BE BROUGHT IN SUCH VENUE FOR ANY REASON, THE FEDERAL COURTS FOR THE NORTHERN DISTRICT OF TEXAS, DALLAS DIVISION OR, IF (AND ONLY IF) SUCH COURT FINDS IT LACKS JURISDICTION, THEN IN ANY STATE COURT LOCATED IN DALLAS, TEXAS, AND ANY APPELLATE COURTS THEREOF), IN CONNECTION WITH ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY, AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING WHICH IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE SERVED ON ANY PARTY ANYWHERE IN THE WORLD, WHETHER WITHIN OR WITHOUT THE JURISDICTION OF ANY SUCH COURT.

4.11 Amendments; Waivers. This Agreement may be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by PubCo, Purchaser Holdco and the Rollover Seller. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

4.12 Assignment. Except as contemplated by Section 4.3 and except that the rights to have a legend removed from a certificate representing shares of Restricted PubCo Class A Common Stock in accordance with Section 3.2(b) shall be deemed automatically assigned in connection with any transfer not prohibited hereunder, neither this Agreement nor any of the rights or obligations hereunder shall be assigned by any of the Parties hereto without the prior written consent of the other Parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors, continuations (including for tax purposes), assigns and Permitted Transferees (collectively, “Successors”). Any reference in this Agreement to a Party includes a reference to such Party’s Successors.

4.13 Tax Treatment. For U.S. federal and applicable state and local income tax purposes, except as otherwise required by an applicable change in law or a final determination (as defined in Section 1313(a) of the Code): (a) the Parties hereto agree to treat any Exchanges as a sale of the Exchange Shares by the Rollover Seller to PubCo under Section 1001, and for other purposes, of the Code; (b) the Parties hereto will treat any Exchanges consummated hereunder as a sale of Exchange Shares by the Rollover Seller to PubCo for U.S. federal and applicable state and local tax purposes, in which sale the consideration shall be the Stock Consideration (including, for the avoidance of doubt, the applicable equivalent value of dividends, if any under Section 2.2(b)); and (c) no Party will take a contrary position on any income tax return, amendment thereof or communication with a taxing authority.

4.14 Withholding. PubCo may deduct and withhold from any payments made under this Agreement with respect to any Exchange such amounts (or property) as it is required to deduct and withhold under applicable tax law; provided that PubCo may, in its sole discretion, allow the Rollover Seller to pay such amounts owed on the Exchange in cash in lieu of PubCo withholding or deducting such amounts (or property). To the extent that amounts are (or property is) so deducted or withheld and paid over to the appropriate Governmental Entity, the deducted or withheld amounts (or property) will be treated for all purposes of this Agreement as having been paid (or delivered) to the Party in respect of which the deduction

 

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or withholding was made. The Parties will reasonably cooperate (including by providing any applicable forms to PubCo prior to any Exchange) to reduce or eliminate any deduction or withholding that might otherwise be required with respect to any payments required to be made under this Agreement. If PubCo determines that any amounts by reason of any U.S. federal, state, local or non-U.S. tax laws or regulations are required to be deducted or withheld in respect of any Exchange, PubCo shall promptly notify the Rollover Seller in writing in advance of making any such deduction or withholding and shall consider in good faith any positions or alternative arrangements that the Rollover Seller raises that may reduce or eliminate any such deduction or withholding.

4.15 Counterparts; Electronic Transmission. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by electronic transmission (including electronic mail of .pdf files) shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. Signatures of the Parties transmitted by electronic transmission (including DocuSign and electronic mail of .pdf files) shall be deemed to be their original signatures for all purposes.

[Signature pages follow]

 

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed by their respective authorized representatives as of the day and year first above written.

 

SUNCRETE, INC.
By:  

/s/ Randall Edgar

Name:

 

Randall Edgar

Title:

 

Chief Executive Officer

Signature Page to Exchange Agreement


SUNCRETE INTERMEDIATE, INC.
By:  

/s/ Randall Edgar

Name:

 

Randall Edgar

Title:

 

Chief Executive Officer

Signature Page to Exchange Agreement


FOLEY BROS., LLC
By:  

/s/ Timothy Foley

Name:

 

Timothy Foley

Title:

 

Manager

Acknowledged and Agreed by the undersigned as to the terms, requirements and limitations set forth herein as Affiliates of Foley Bros., LLC

 

By:  

/s/ Timothy Foley

  Timothy Foley
By:  

/s/ James Foley

  James Foley

Signature Page to Exchange Agreement


Exhibit A

Representations and Warranties of PubCo

PubCo represents and warrants to the Rollover Seller, as of the date of the Agreement (and not as of the Closing or any other date), that:

1. PubCo is duly incorporated and is validly existing under the laws of Delaware, with full power and authority to conduct its business as it is currently being conducted and to own its assets.

2. The execution and delivery by PubCo of this Agreement, and the performance by PubCo of its obligations hereunder have been duly authorized by PubCo, and this Agreement constitutes a valid and binding agreement of PubCo, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

3. The shares of PubCo Class A Common Stock issuable upon any Exchange pursuant to this Agreement have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable.

4. The execution, delivery and performance of this Agreement does not violate or constitute or result in a breach or default under, or conflict with, any law, order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which PubCo is a party or by which PubCo is bound, and will not result in any violation of the provisions of PubCo’s organizational documents.

5. No registration under the Securities Act or any other applicable securities laws is required for the issuance and delivery of the shares of PubCo Class A Common Stock by PubCo to the Rollover Seller upon any Exchange pursuant to this Agreement. With respect to the issuance and delivery of the PubCo Class A Common Stock, neither PubCo nor any person acting on its behalf has, directly or indirectly, made or solicited any offers or sales of any securities of PubCo under circumstances that would adversely affect reliance by PubCo on Section 4(a)(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or that would require registration of the issuance of the PubCo Class A Common Stock under the Securities Act or any other applicable securities laws.

6. Neither PubCo, nor any person acting on its behalf has conducted any general solicitation or general advertising, including methods described in section 502(c) of Regulation D under the Securities Act, in connection with the issuance and delivery of any of the PubCo Class A Common Stock upon an Exchange and neither PubCo, nor any person acting on its behalf has offered any shares of PubCo Class A Common Stock in a manner involving a public offering under, or in a distribution in violation of, the Securities Act or any state securities laws.

7. To the knowledge of PubCo, PubCo is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the issuance and delivery of shares of PubCo Class A Common Stock upon any Exchange pursuant to this Agreement.

8. PubCo has filed all forms, reports, schedules, statements and other documents (collectively, and including all exhibits, the “PubCo SEC Reports”) required to be filed by PubCo with the Securities and Exchange Commission (“SEC”) since April 8, 2026. As of their respective dates, and giving effect to any


amendments or supplements that have been filed thereafter, the PubCo SEC Reports complied in all material respects as to form with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended, and the respective rules and regulations of the SEC promulgated thereunder applicable to the PubCo SEC Reports. To the knowledge of PubCo, there are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the PubCo SEC Reports.

9. There is no (i) action, suit, claim or other proceeding, in each case by or before any governmental authority pending, or, to the knowledge of PubCo, threatened against PubCo, or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against PubCo, in each case that would have an adverse effect on the issuance and delivery of shares of PubCo Class A Common Stock upon any Exchange pursuant to this Agreement or PubCo’s ability to perform its obligations hereunder.

10. PubCo is not in violation of, has not violated, is not, to the knowledge of PubCo, under investigation with respect to any violation or alleged violation of, any law, or judgment, order or decree entered by any court, arbitrator or authority, domestic or foreign, that would have an adverse effect on the issuance and delivery of shares of PubCo Class A Common Stock upon any Exchange pursuant to this Agreement or PubCo’s ability to perform its obligations hereunder.

 

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Annex A

Form of Lock-Up Agreement

THIS LOCK-UP AGREEMENT, dated as of April 28, 2026 (this “Agreement”), is entered into by and among Suncrete, Inc. (the “Company”) and the undersigned equityholder (the “Holder”) of the Company.

WHEREAS, the Holder has entered into an Exchange Agreement, dated as of April 28, 2026 (the “Exchange Agreement”) with the Company and Suncrete Intermediate, Inc., a Texas corporation (“Purchaser Holdco”), which provides for, among other things, that, upon the terms and subject to the conditions thereof, the Holder may transfer shares of Class B common stock of Purchaser Holdco, par value $0.0001 per share (the “Exchange Shares”), to the Company, in exchange for Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), as set forth in the Exchange Agreement;

WHEREAS, as of the date hereof, and following the closing of the transactions contemplated by the Exchange Agreement, the Holder is now the record or beneficial holder of Class A Common Stock as well as all such other securities of the Company of which ownership of record or the power to vote is now held or may hereafter be acquired by the Holder prior to the termination of this Agreement, together with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged or converted, including, but not limited to, pursuant to the Exchange Agreement, being referred to herein as the “Securities”;

WHEREAS, pursuant to the Exchange Agreement, and in view of the valuable consideration or benefits to be received by the Holder by virtue thereof or thereunder, the parties desire to enter into this Agreement, pursuant to which the Securities shall become subject to limitations on disposition as set forth herein; and

WHEREAS, capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Exchange Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein and for other good and valuable consideration, the sufficiency of which is agreed, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1. Lock-Up Provisions.

(a) The Holder hereby agrees not to, during the period (the “Post-Closing Lock-Up Period”) commencing on the date hereof and ending on the earlier of (i) April 8, 2027, and (ii) the date after the date hereof on which the Company consummates a liquidation, merger, share exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of the Company’s stockholders having the right to exchange their equity holdings in the Company for cash, securities or other property, without the prior written consent of the Company: (A) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, establish or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder, or otherwise transfer or dispose of, directly or indirectly, any Securities, (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of

 

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ownership of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (C) publicly announce the intention to do any of the foregoing, whether any such transaction described in clauses (A), (B) or (C) above is to be settled by delivery of Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (A), (B) or (C), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Securities owned by the Holder (i) by gift, will or intestate succession upon the death of the Holder, (ii) to any Permitted Transferee (as defined below), (iii) pursuant to a final court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union or pursuant to a domestic relations order, (iv) to the Company in connection with the “net” or “cashless” exercise of options or other rights to purchase Securities granted pursuant to an equity incentive plan, stock purchase plan or other arrangement in satisfaction of any tax withholding obligations through cashless surrender or otherwise (provided any Securities issued upon exercise of such option or other rights shall remain subject to the terms of this Agreement), or (v) in connection with the exercise or conversion of any Derivative Instruments (defined below); provided, however, that in any of the cases of clauses (i), (ii) or (iii) it shall be a condition to such transfer that the transferee executes and delivers to the Company an agreement stating that the transferee is receiving and holding the Securities subject to the provisions of this Agreement applicable to the Holder, and there shall be no further transfer of such Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (i) the members of the Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse, the siblings of such person and his or her spouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses and siblings), (ii) any trust or charitable organization for the direct or indirect benefit of the Holder or the immediate family of the Holder, (iii) if the Holder is a trust, the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv) if the Holder is an entity, as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in the Holder, or (iv) to any affiliate of the Holder. The Holder further agrees to execute such agreements as may be reasonably requested by the Company that are consistent with the foregoing or that are necessary to give further effect thereto. Notwithstanding the foregoing, the Holder shall be permitted to establish a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that (i) such plan does not provide for the transfer, sale or other disposal of Securities during the Post-Closing Lock-Up Period and (ii) any public announcement or filing with the SEC under the Exchange Act made by any person regarding the establishment of such plan during the Post-Closing Lock-Up Period shall include a statement that the undersigned is not permitted to transfer, sell or otherwise dispose of securities under such plan during the Post-Closing Lock-Up Period in contravention of this Agreement.

(b) Notwithstanding anything contained herein to the contrary, (i) 33.33% of the Securities subject to the restrictions set forth in Section 1(a) held by the Holder as of the Closing Date will be automatically released from the restrictions contained in Section 1(a) immediately prior to the opening of The Nasdaq Global Market on the six month anniversary of the Closing Date and (ii) 33.33% of the Securities subject to the restrictions set forth in Section 1(a) held by the Holder as of the Closing Date will be automatically released from the restrictions contained in Section 1(a) immediately prior to the opening of The Nasdaq Global Market on the nine month anniversary of the Closing Date.

(c) Notwithstanding anything contained herein to the contrary, if, prior to the expiration of the Post-Closing Lock-Up Period, the Company consents at its discretion to release any shares of Class A Common Stock or any Securities convertible into, exchangeable for or that represent the right to receive shares of Class A Common Stock (such options, warrants or other securities, collectively, “Derivative Instruments”), held by any directors, officers, stockholders of 5.0% or more of the then outstanding shares of Common Stock of the Company that has delivered a lock-up agreement to the Company, other than the Holder, from the restrictions described herein (any such release being a “Triggering Release” and such party receiving such release being a “Triggering Release Party”), then a number of the Holder’s Securities

 

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subject to this Agreement shall also be released from the restrictions set forth herein on the same terms on a pro rata basis, such number of the Holder’s Securities being the total number of Securities held by the Holder on the date of the Triggering Release that are subject to this Agreement multiplied by a fraction, the numerator of which shall be the number of Securities and Derivative Instruments released pursuant to the Triggering Release and the denominator of which shall be the total number of shares of Securities and Derivative Instruments held by the Triggering Release Party on such date that were subject to a lock-up restriction (e.g., restrictions similar to this Section 1) immediately prior to such release.

(d) If any transfer of Securities is made or attempted contrary to the provisions of this Agreement, such purported transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee of the Securities as one of its equity holders for any purpose. In order to enforce this Section 1, the Company may impose stop-transfer instructions with respect to the Securities of the Holder (and Permitted Transferees and assigns thereof) (including through its transfer agent) until the end of the Post-Closing Lock-Up Period.

(e) The Holder hereby represents and warrants that the Holder has full power and authority to enter into this Agreement and that, upon request, the Holder will execute any additional documents necessary in connection with the enforcement hereof.

2. Miscellaneous.

(a) Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective heirs and executors (in case of individuals), personal representatives, permitted successors and assigns. This Agreement and all obligations of the Holder are personal to the Holder and may not be transferred or delegated by the Holder at any time, except as expressly permitted under Section 1 above. The Company may freely assign any or all of its rights under this Agreement, in whole or in part, to any successor entity (whether by merger, consolidation, equity sale, asset sale or otherwise) or affiliate without obtaining the consent or approval of the Holder.

(b) Third Parties. Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any person, other than the parties hereto, any right or remedies under or by reason of this Agreement.

(c) Governing Law; Jurisdiction. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction. EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE FIRST BUSINESS COURT DIVISION SITTING IN DALLAS COUNTY (IF SUCH DISPUTE MAY NOT BE BROUGHT IN SUCH VENUE FOR ANY REASON, THE FEDERAL COURTS FOR THE NORTHERN DISTRICT OF TEXAS, DALLAS DIVISION OR, IF (AND ONLY IF) SUCH COURT FINDS IT LACKS JURISDICTION, THEN IN ANY STATE COURT LOCATED IN DALLAS, TEXAS, AND ANY APPELLATE COURTS THEREOF), IN CONNECTION WITH ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY, AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR

 

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PROCEEDING WHICH IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE SERVED ON ANY PARTY ANYWHERE IN THE WORLD, WHETHER WITHIN OR WITHOUT THE JURISDICTION OF ANY SUCH COURT.

(d) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(e) Notices. All notices and other communications among the parties shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service or (iv) when e-mailed during normal business hours (and otherwise as of the immediately following Business Day), addressed as follows:

 

If to the Company, to:

 

Suncrete, Inc.

817 E. 4th Street

Tulsa, OK 74120

Attn: Barrett Bruce, Secretary     

Email: [*****]

  

with a copy (which will not constitute notice) to:

 

King & Spalding LLP
1100 Louisiana, Suite 4100
Houston, TX 77002

Attn: Jonathan B. Newton

Email: [*****]

If to the Holder, to: the address set forth below the Holder’s name on the signature page to this Agreement.

(f) Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the Holder. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

(g) Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. The parties hereto further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties hereto.

(h) Specific Performance. The Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event of a breach of this Agreement by the Holder, money damages will be inadequate and the Company will have no adequate remedy at law, and agrees that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by the Holder in accordance with their specific terms or were otherwise breached. Accordingly, the Company shall be entitled to an injunction or restraining order to prevent breaches of this Agreement

 

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by the Holder and to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such party may be entitled under this Agreement, at law or in equity.

(i) Entire Agreement. This Agreement, together with the Exchange Agreement, constitutes the entire agreement among the parties relating to the subject matter hereof and supersedes any other agreements, whether written or oral, that may have been made or entered into by or among any of the parties hereto relating to the transactions contemplated hereby. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights or remedies of the Company or any of the obligations of the Holder under any other agreement between the Holder and the Company or any certificate or instrument executed by the Holder in favor of the Company, and nothing in any other agreement, certificate or instrument shall limit any of the rights or remedies of the Company or any of the obligations of the Holder under this Agreement.

(j) Further Assurances. From time to time, at another party’s request and without further consideration (but at the requesting party’s reasonable cost and expense), each party shall execute and deliver such additional documents and take all such further action as may be reasonably necessary to consummate the transactions contemplated by this Agreement.

(k) Counterparts; Facsimile. This Agreement may also be executed and delivered by facsimile signature, by email in portable document format or electric signatures (including DocuSign or similar electronic signature), in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature pages follow]

 

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

 

SUNCRETE, INC.
By:  

    

Name:  
Title:  

Signature Page to Lock-Up Agreement


HOLDER:
By:  

    

Name:
Title:
Address:

Signature Page to Lock-Up Agreement

Exhibit 10.25

Execution Version

SUBSCRIPTION AGREEMENT

This Subscription Agreement, dated as of April 28, 2026 (the “Subscription Agreement”) is entered into by Michael Mikytuck, an individual resident of the State of New Jersey (the “Subscriber”), and Suncrete, Inc., a Delaware corporation (the “Company”). Capitalized terms used in this Subscription Agreement and not otherwise defined herein shall have the meaning ascribed to such terms in the MIPA (as defined below).

WHEREAS, Concrete Partners, LLC, a Delaware limited liability company (“Purchaser”), and Suncrete Intermediate, Inc., a Texas corporation (“Purchaser Holdco”), on the one hand, and each of Hope Concrete Intermediate Holdings, LLC, a Delaware limited liability company (“Hope Intermediate”), the Subscriber, and the other sellers thereto (each a “Seller” and collectively, the “Sellers”), on the other hand, as well as Hope Intermediate, in its capacity as representative of the Sellers (“Sellers Representative”), have entered into that certain Membership Interest Purchase Agreement, dated as of April 28, 2026 (the “MIPA”), pursuant to which Purchaser will ultimately acquire all of the issued and outstanding ownership interests of Hope Concrete, LLC (the “Acquisition”); and

WHEREAS, in connection with the Acquisition and as contemplated by the MIPA, the Subscriber desires to subscribe for and purchase that number of shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Subscription Shares”), for a purchase price per share and with an aggregate purchase price as set forth on the signature pages hereto (the “Purchase Price”), such Purchase Price being equal to the portion of the Purchase Price allocated to the Subscriber pursuant to the MIPA.

NOW, THEREFORE, in consideration of the foregoing recitals and the representations, warranties and covenants herein contained, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1. Subscription. Subject to the terms and conditions hereof, the Subscriber hereby irrevocably agrees to subscribe for and purchase, and the Company hereby irrevocably agrees to issue and sell to the Subscriber, upon the payment of the Purchase Price, the Subscription Shares set forth on the signature pages hereto (such subscription and issuance, the “Subscription”). The Subscriber hereby acknowledges that the Subscription Shares will be subject to restrictions on transfer under applicable securities laws and the form of lock-up agreement attached hereto as Annex A.

2. Representations and Warranties.

2.1 Representations and Warranties of the Company. As of the Closing, the Company represents and warrants that:

(a) The Company is duly incorporated and is validly existing under the laws of Delaware, with full power and authority to conduct its business as it is currently being conducted and to own its assets.

(b) The execution and delivery by the Company of this Subscription Agreement, and the performance by the Company of its obligations hereunder have been duly authorized by the Company, and this Subscription Agreement constitutes a valid and binding agreement of the Company, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.


(c) The Subscription Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Subscription Agreement, will be validly issued, fully paid and nonassessable.

(d) The execution, delivery and performance of this Subscription Agreement does not violate or constitute or result in a breach or default under, or conflict with, any law, order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Company is a party or by which the Company is bound, and will not result in any violation of the provisions of the Company’s organizational documents.

(e) Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 2.2 of this Subscription Agreement, no registration under the Securities Act or any other applicable securities laws is required for the offer and sale of the Subscription Shares by the Company to the Subscriber pursuant to this Subscription Agreement. With respect to the offer and sale of the Subscription Shares, neither the Company nor any person acting on its behalf has, directly or indirectly, made or solicited any offers or sales of any securities of the Company under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or that would require registration of the issuance of the Subscription Shares under the Securities Act or any other applicable securities laws.

(f) Neither the Company, nor any person acting on its behalf has conducted any general solicitation or general advertising, including methods described in section 502(c) of Regulation D under the Securities Act, in connection with the offer or sale of any of the Subscription Shares and neither the Company, nor any person acting on its behalf has offered any of the Subscription Shares in a manner involving a public offering under, or in a distribution in violation of, the Securities Act or any state securities laws.

(g) To the knowledge of the Company, the Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the offer and sale of the Subscription Shares hereby.

(h) The Company has filed all forms, reports, schedules, statements and other documents (collectively, and including all exhibits, the “Company SEC Reports”) required to be filed by the Company with the Securities and Exchange Commission (“SEC”) since April 8, 2026. As of their respective dates, and giving effect to any amendments or supplements that have been filed thereafter, the Company SEC Reports complied in all material respects as to form with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended, and the respective rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports. To the knowledge of the Company, there are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Reports.

(i) There is no (i) action, suit, claim or other proceeding, in each case by or before any governmental authority pending, or, to the knowledge of the Company, threatened against the Company, or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against the Company, that would have an adverse effect on the offer and sale of the Subscription Shares hereby.

 

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(j) The Company is not in violation of, has not violated, is not, to the knowledge of the Company, under investigation with respect to any violation or alleged violation of, any law, or judgment, order or decree entered by any court, arbitrator or authority, domestic or foreign, that would have an adverse effect on the offer and sale of the Subscription Shares hereby.

2.2 Representations and Warranties of the Subscriber. The Subscriber hereby represents and warrants to and covenants with the Company that:

(a) The Subscriber is an “accredited investor” as defined in Rule 501(a) under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Subscriber has completed and submitted to the Company the accredited investor questionnaire attached hereto as Exhibit A and that the information contained therein is complete and accurate as of the date thereof. Any information that has been furnished or that will be furnished by the Subscriber to evidence its status as an accredited investor is accurate and complete, and does not contain any misrepresentation or material omission. The undersigned agrees to furnish any additional information reasonably requested by the Company or any of its affiliates to assure compliance with applicable U.S. federal and state securities laws in connection with the purchase and sale of the Subscription Shares.

(b) The Subscriber is acquiring the Subscription Shares solely for the Subscriber’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Subscription Shares and Subscriber has not entered into any put, call, participation or similar arrangements, directly or indirectly, with respect to the Subscription Shares. The Subscriber has sufficient liquidity to hold its investment in the Subscription Shares indefinitely. The Subscriber understands that the Subscription Shares have not been and will not be registered under the Securities Act, the securities laws of any state thereof or the securities laws of any other jurisdiction, nor is such registration contemplated, and that they are being offered and sold pursuant to an exemption from such registration and qualification. The Subscriber understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets such exemptions.

(c) The Subscriber understands and agrees that it may not sell or dispose of any Subscription Shares except pursuant to an effective registration statement under, or in a transaction exempt from, the registration requirements of the Securities Act and any other applicable securities laws, and in the case of a transaction exempt from registration, unless the Company has received an opinion of counsel to the Company reasonably satisfactory to it that such transaction does not require registration under the Securities Act or such other applicable securities laws. Except as set forth in Section 5, the Subscriber understands that the Company has no obligation or intention to register any of the Subscription Shares or the offering or sale thereof, or to take action so as to permit offers or sales pursuant to the Securities Act or an exemption from registration thereunder (including pursuant to Rule 144 thereunder). The Subscriber understands and agrees that the Subscription Shares will be subject to the foregoing restrictions and, as a result of these restrictions, Subscriber may not be able to readily resell the Subscription Shares and may be required to bear the financial risk of an investment in the Subscription Shares for an indefinite period of time.

 

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(d) The Subscriber agrees: (i) that the Subscriber will not sell, assign, pledge, give, transfer, or otherwise dispose of the Subscription Shares or any interest therein, or make any offer or attempt to do any of the foregoing, unless the transaction is registered under the Securities Act and complies with the requirements of all other applicable securities laws, or the transaction is exempt from the registration provisions of the Securities Act and all other applicable securities laws; (ii) that, unless and until (A) the Subscription Shares are registered under the Securities Act or (B) the Subscription Shares may be sold pursuant to Rule 144 promulgated under the Securities Act without any restriction or limitation under such rule (including, without limitation, satisfaction of the requirements of Rule 144(i) applicable to securities of an issuer that was a shell company), the certificates or book entries representing the Subscription Shares will bear a legend making reference to the foregoing restrictions; and (iii) that the Company and its affiliates shall not be required to give effect to any purported transfer of such Subscription Shares, except upon compliance with the foregoing restrictions.

(e) The Subscriber has no need for liquidity in connection with its purchase of the Subscription Shares, understands that his investment carries a high degree of risk, and can bear the risk of loss of its entire investment in the Subscription Shares for an indeterminate period of time. The Subscriber is familiar with the operations of the Company and its subsidiaries, and has received all the information it deems necessary or desirable in making an informed investment decision. The undersigned has had the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering of Subscription Shares in the Company and to obtain such information, to the extent such persons possessed or could acquire it without unreasonable effort or expense, as the undersigned deemed necessary or desirable in making an informed investment decision. The Subscriber represents that it is not relying on (and will not at any time rely on) any communication of the Company, as investment advice or as a recommendation to purchase the Subscription Shares and the Subscriber has made its own independent decision that the investment in the Subscription Shares is suitable and appropriate for the Subscriber. THE UNDERSIGNED HAS NOT RELIED ON ANY ORAL REPRESENTATIONS OR WARRANTIES WHATSOEVER AND IS NOT RELYING ON ANY WRITTEN REPRESENTATION OR WARRANTY OTHER THAN ANY EXPRESSLY SET FORTH HEREIN.

(f) The Subscriber confirms that the Company has not (i) given any guarantee or representation as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in the Subscription Shares or (ii) made any representation to the Subscriber regarding the legality of an investment in the Subscription Shares under applicable legal investment or similar laws or regulations. In deciding to purchase the Subscription Shares, the undersigned is not relying on the advice or recommendations of the Company and the undersigned has made its own independent decision that the investment in the Subscription Shares is suitable and appropriate for the undersigned.

(g) The Subscriber understands the risks associated with an investment in the Company and has consulted its own attorney, accountant, tax, financial or investment adviser with respect to the investment contemplated hereby and its suitability for the Subscriber.

(h) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Subscription Shares or made any finding or determination concerning the fairness or advisability of this investment.

(i) The Subscriber hereby acknowledges that the Company seeks to comply with all applicable laws, rules, regulations, directives and special measures concerning money laundering, anti-terrorism and related matters. In furtherance of those efforts, to the best of the Subscriber’s knowledge based upon appropriate diligence and investigation:

 

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(i) No contribution or payment by the Subscriber to the Company, to the extent that such contribution or payment is within the Subscriber’s control, shall cause the Company to be in violation of the United States Bank Secrecy Act, the United States Money Laundering Control Act of 1986, the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, each, as amended from time to time and any successor statutes thereto, and any other applicable laws (collectively, the “Anti-Money Laundering Laws”). The Subscriber: A) shall promptly notify the Company if, to the knowledge of the Subscriber, the Subscriber has made a contribution to the Company of money derived from, or related to, any activity that is deemed criminal under U.S. law or that could cause the Company or any of its affiliates to be in violation of any Anti-Money Laundering Law; (B) shall provide the Company, promptly upon receipt of the Company’s written request therefor, with any additional information regarding such Subscriber or its beneficial owner(s) that the Company deems necessary in order to determine or ensure compliance with all applicable laws, regulations and administrative pronouncements concerning money laundering and other criminal activities; and (C) understands and agrees that if, at any time, the requirements set forth in this Section 2(i) are not satisfied, or if otherwise required by any applicable law or regulation related to money laundering or other criminal activities, the Company may take appropriate actions to ensure that the Company is in compliance with all such applicable laws, regulations and pronouncements. The Subscriber acknowledges and agrees that the Company may release confidential information regarding such Subscriber and, if applicable, any of its beneficial owners, to government authorities if the Company, in its discretion after consultation with the Subscriber (to the extent permitted by law), determines that releasing such information is in the best interest of the Company or otherwise required in light of any regulations or administrative pronouncements promulgated under the Anti Money Laundering Laws or other similar applicable law, including any regulatory inquiries or legal proceedings; and

(ii) All contributions by such Subscriber to the Company and all distributions to such Subscriber from the Company will be made in the name of the Subscriber and to and from (i) a bank account of a bank based or incorporated in or formed under the laws of the United States, (ii) a bank that is not a “foreign shell bank” within the meaning of the United States Bank Secrecy Act of 1970, or (iii) a bank that is not organized or chartered under the laws of a Non-Cooperative Jurisdiction. 1

(j) The Subscriber hereby represents that (i) such Subscriber is not, (ii) no affiliate of such Subscriber is, and (iii) no person or entity for which the Subscriber is acting as an agent or nominee is: a person or entity listed on the Specially Designated Nationals and Blocked Persons List (the “SDN List”), the Sectoral Sanctions Identifications List (the “SSI List”), each as maintained by the Office of Foreign Assets Control of the United States Department of Treasury (“OFAC”), or a similar list maintained pursuant to European Union and/or United Kingdom regulations, a “senior foreign political figure,” or any “immediate family member” or “close associate” of a senior foreign political figure, as such terms are defined below, or a “foreign shell bank” within the meaning of the BSA (collectively, “Sanctions Regulations”). The SDN List may be found at http://www.treas.gov/offices/enforcement/ofac/sdn/ and the SSI

 
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A “Non-Cooperative Jurisdiction” is any foreign country or territory that is designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force.

 

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List may be found at http://www.treasury.gov/resource-center/sanctions/SDN- List/Pages/ssi_list.aspx. The Subscriber understands and agrees that if at any time it is discovered that the Subscriber or any person or entity described in clauses (ii), or (iii) above is or becomes listed on the SDN List, SSI List or any similar list maintained by OFAC or pursuant to European Union and/or United Kingdom regulations, or if otherwise required by the Sanctions Regulations, the Company may undertake appropriate actions to ensure compliance with any applicable law, regulation or pronouncement related to the foregoing.

For purposes hereof, a “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative, military or judicial branches of a non-U.S. government (whether elected or not), a senior official of a major non-U.S. political party, or a senior executive of a non-U.S. government-owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure; “immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and in-laws; and a “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure.

(k) The execution, delivery and performance by the Subscriber of this Subscription Agreement and each other document required to be executed and delivered by the Subscriber in connection with this Subscription are within the powers of the Subscriber, have been duly authorized and will not violate or constitute or result in a breach or default under, or conflict with, any law, order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Subscriber is a party or by which the Subscriber is bound. The signature of Subscriber on this Subscription Agreement is genuine. This Subscription Agreement constitutes a legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

3. Payment, Delivery and Closing. The closing of the Subscription contemplated hereby (the “Closing”) shall occur on the Closing Date (as defined in the MIPA) (the “Closing Date”), and immediately following the consummation of the Acquisition. Payment for the Subscription Shares shall be delivered to the Company by the Purchaser on behalf of the Subscriber in accordance with Section 3.2 of the MIPA in the amount as set forth on the signature page hereto. The Company shall deliver certificates representing the Subscription Shares, or such other evidence of issuance of the Subscription Shares from the Company’s transfer agent, to the undersigned within 10 Business Days of Closing bearing an appropriate legend referring to the fact that the Securities were sold in reliance upon an exemption from registration under the Securities Act.

4. Legend. Any certificates or evidence of ownership representing the Subscription Shares sold pursuant to this Subscription Agreement will be imprinted with a legend in substantially the following form:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES

 

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ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS.”

5. Rule 144; Registration. Subject in all respects to Sections 2.2(c) and 2.2(d)(ii), the Company shall use its commercially reasonable efforts to cause the Company’s transfer agent to remove any restrictive legend at Subscriber’s request and shall furnish to Subscriber such information as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration. The Company further covenants that it shall include the Subscription Shares in any registration statement filed by the Company pursuant to that certain Amended and Restated Registration Rights Agreement, dated as of April 8, 2026, by and among the Company and Haymaker Sponsor IV LLC, a Delaware limited liability company, to the extent such registration statement covers the resale of the class of shares that includes the Subscription Shares.

6. Governing Law, Severability. This Subscription Agreement shall be construed in accordance with and governed by the laws of the State of Delaware (without regard to principles of conflicts of laws). THE UNDERSIGNED IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED BY THIS SUBSCRIPTION AGREEMENT. Each provision of this Subscription Agreement shall be considered severable and if for any reason any provision is determined by a court of competent jurisdiction to be invalid or unenforceable and contrary to applicable law, such invalidity shall not impair the operation of or affect those provisions of this Subscription Agreement which are valid.

7. Consent to Jurisdiction and Forum Selection. EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE FIRST BUSINESS COURT DIVISION SITTING IN DALLAS COUNTY (IF SUCH DISPUTE MAY NOT BE BROUGHT IN SUCH VENUE FOR ANY REASON, THE FEDERAL COURTS FOR THE NORTHERN DISTRICT OF TEXAS, DALLAS DIVISION OR, IF (AND ONLY IF) SUCH COURT FINDS IT LACKS JURISDICTION, THEN IN ANY STATE COURT LOCATED IN DALLAS, TEXAS, AND ANY APPELLATE COURTS THEREOF), IN CONNECTION WITH ANY DISPUTE ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY, AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING WHICH IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE SERVED ON ANY PARTY ANYWHERE IN THE WORLD, WHETHER WITHIN OR WITHOUT THE JURISDICTION OF ANY SUCH COURT.

8. Miscellaneous.

8.1 Survivability. This Subscription Agreement shall survive the death or disability of the Subscriber and shall be binding upon the Subscriber’s heirs, executors, administrators, successors, and permitted assigns.

8.2 Assignability. Neither this Subscription Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by Subscriber without the prior written consent of the Company, and any attempted assignment without such prior written consent shall be void.

 

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8.3 Entire Agreement. The MIPA and this Subscription Agreement constitute the entire agreement between the parties hereto with respect to the subject matter hereof and together supersede all prior discussions or agreements in respect thereof.

8.4 Further Assurances. Upon request by either party, the other party agrees to provide such information, to execute and deliver such documents and to take, or forbear from taking, such actions or provide such further assurances as reasonably may be necessary to correct any errors in documentation, to comply with any and all laws to which such party is subject or to effect the terms described in the MIPA.

8.5 Covenant. For so long as the Subscriber is a holder of the Subscription Shares, the Subscriber promptly shall notify the Company at any time after the Subscriber’s purchase of the Subscription Shares of any change in any of the Subscriber’s information contained herein.

8.6 Waiver, Amendment. Neither this Subscription Agreement nor any provisions hereof shall be modified, changed, discharged or terminated except by an instrument in writing, signed by the Company and the Subscriber.

8.7 Counterparts, Facsimile and Electronic Transmission. This Subscription Agreement may be executed in one or more counterparts, including facsimile or electronic portable document format (“.pdf”) counterparts, or electric signatures (including DocuSign or similar electronic signature), each of which shall be deemed an original but all of which together will constitute one and the same instrument. An electronic or other reproduction of this Subscription Agreement may be delivered by one or more parties by electronic transmission pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes.

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IN WITNESS WHEREOF, each of the Company and the Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date first set forth above.

 

SUNCRETE, INC.
By:  

/s/ Randall Edgar

  Name: Randall Edgar
  Title: Chief Executive Officer

 

Signature Page to Subscription Agreement


Accepted and agreed this 28th day of April, 2026.   
Name of Subscriber: Michael Mikytuck                Subscription Shares: 220,007 shares of Class A Common Stock
Purchase Price per share: $11.57                    
Aggregate Purchase Price: $2,545,480.52                
Sign Here: /s/ Michael Mikytuck                     
Dated: April 24, 2026   
Address of Subscriber:    SSN:
[*****]                             [*****]                         
                               

 

   Preferred address for receiving communications (Do not complete if same as listed on prior column)
  

 

Email Address: [*****]                      

 

Telephone No.: [*****]                      

 

 

Type of Subscriber (e.g. individual, corporation, estate, trust, partnership, exempt organization, nominee, custodian):

 

Individual                          

   Each Subscriber must complete and execute the applicable U.S. Internal Revenue Service Tax Form W-9, W-8BEN, W-8EXP or W-8IMY. These Tax Forms may be obtained from www.irs.gov.

 

Signature Page to Subscription Agreement


EXHIBIT A

ACCREDITED INVESTOR QUESTIONNAIRE

 

Exhibit A


Annex A

Form of Lock-Up Agreement

THIS LOCK-UP AGREEMENT, dated as of April 28, 2026 (this “Agreement”), is entered into by and among Suncrete, Inc. (the “Company”) and the undersigned equityholder (the “Subscriber”) of the Company.

WHEREAS, the Subscriber has entered into, concurrently herewith, a Subscription Agreement (the “Subscription Agreement”) with the Company, which provides for, among other things, that, upon the terms and subject to the conditions thereof, the Subscriber will subscribe for and purchase that number of shares of the Company’s Class A Common Stock, par value $0.0001 per share, of the Company (“Class A Common Stock”) as set forth in the Subscription Agreement;

WHEREAS, as of the date hereof, and following the closing of the transactions contemplated by the Subscription Agreement, the Subscriber is now the record or beneficial holder of Class A Common Stock as well as all such other securities of the Company of which ownership of record or the power to vote is now held or may hereafter be acquired by the Subscriber prior to the termination of this Agreement, together with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged or converted, including, but not limited to, pursuant to the Subscription Agreement, being referred to herein as the “Securities”;

WHEREAS, pursuant to the Subscription Agreement, and in view of the valuable consideration or benefits to be received by the Subscriber by virtue thereof or thereunder, the parties desire to enter into this Agreement, pursuant to which the Securities shall become subject to limitations on disposition as set forth herein; and

WHEREAS, capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Subscription Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein and for other good and valuable consideration, the sufficiency of which is agreed, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1. Lock-Up Provisions.

(a) The Subscriber hereby agrees not to, during the period (the “Post-Closing Lock-Up Period”) commencing on the date hereof and ending on the earlier of (i) the one year anniversary of the date hereof and (ii) the date after the date hereof on which the Company consummates a liquidation, merger, share exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of the Company’s stockholders having the right to exchange their equity holdings in the Company for cash, securities or other property, without the prior written consent of the Company: (A) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, establish or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder, or otherwise transfer or dispose of, directly or indirectly, any Securities, (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (C) publicly announce the intention to do any


of the foregoing, whether any such transaction described in clauses (A), (B) or (C) above is to be settled by delivery of Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (A), (B) or (C), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Securities owned by the Subscriber (i) by gift, will or intestate succession upon the death of the Subscriber, (ii) to any Permitted Transferee (as defined below), (iii) pursuant to a final court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union or pursuant to a domestic relations order, (iv) to the Company in connection with the “net” or “cashless” exercise of options or other rights to purchase Securities granted pursuant to an equity incentive plan, stock purchase plan or other arrangement in satisfaction of any tax withholding obligations through cashless surrender or otherwise (provided any Securities issued upon exercise of such option or other rights shall remain subject to the terms of this Agreement), or (v) in connection with the exercise or conversion of any Derivative Instruments (defined below); provided, however, that in any of the cases of clauses (i), (ii) or (iii) it shall be a condition to such transfer that the transferee executes and delivers to the Company an agreement stating that the transferee is receiving and holding the Securities subject to the provisions of this Agreement applicable to the Subscriber, and there shall be no further transfer of such Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (i) the members of the Subscriber’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse, the siblings of such person and his or her spouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses and siblings), (ii) any trust or charitable organization for the direct or indirect benefit of the Subscriber or the immediate family of the Subscriber, (iii) if the Subscriber is a trust, the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv) if the Subscriber is an entity, as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in the Subscriber, or (iv) to any affiliate of the Subscriber. The Subscriber further agrees to execute such agreements as may be reasonably requested by the Company that are consistent with the foregoing or that are necessary to give further effect thereto. Notwithstanding the foregoing, the Subscriber shall be permitted to establish a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that (i) such plan does not provide for the transfer, sale or other disposal of Securities during the Post-Closing Lock-Up Period and (ii) any public announcement or filing with the SEC under the Exchange Act made by any person regarding the establishment of such plan during the Post-Closing Lock-Up Period shall include a statement that the undersigned is not permitted to transfer, sell or otherwise dispose of securities under such plan during the Post-Closing Lock-Up Period in contravention of this Agreement.

(b) Notwithstanding anything contained herein to the contrary, (i) 33.33% of the Securities subject to the restrictions set forth in Section 1(a) held by the Subscriber as of the Closing Date will be automatically released from the restrictions contained in Section 1(a) immediately prior to the opening of The Nasdaq Global Market on the six month anniversary of the Closing Date and (ii) 33.33% of the Securities subject to the restrictions set forth in Section 1(a) held by the Subscriber as of the Closing Date will be automatically released from the restrictions contained in Section 1(a) immediately prior to the opening of The Nasdaq Global Market on the nine month anniversary of the Closing Date.

(c) Notwithstanding anything contained herein to the contrary, if, prior to the expiration of the Post-Closing Lock-Up Period, the Company consents at its discretion to release any shares of Class A Common Stock or any Securities convertible into, exchangeable for or that represent the right to receive shares of Class A Common Stock (such options, warrants or other securities, collectively, “Derivative Instruments”), held by any directors, officers, stockholders of 5.0% or more of the then outstanding shares of Common Stock of the Company that has delivered a lock-up agreement to the Company, other than the Subscriber, from the restrictions described herein (any such release being a “Triggering Release” and such party receiving such release being a “Triggering Release Party”), then a number of the Subscriber’s Securities subject to this Agreement shall also be released from the restrictions set forth herein on the same

 

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terms on a pro rata basis, such number of the Subscriber’s Securities being the total number of Securities held by the Subscriber on the date of the Triggering Release that are subject to this Agreement multiplied by a fraction, the numerator of which shall be the number of Securities and Derivative Instruments released pursuant to the Triggering Release and the denominator of which shall be the total number of shares of Securities and Derivative Instruments held by the Triggering Release Party on such date that were subject to a lock-up restriction (e.g., restrictions similar to this Section 1) immediately prior to such release.

(d) If any transfer of Securities is made or attempted contrary to the provisions of this Agreement, such purported transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee of the Securities as one of its equity holders for any purpose. In order to enforce this Section 1, the Company may impose stop-transfer instructions with respect to the Securities of the Subscriber (and Permitted Transferees and assigns thereof) (including through its transfer agent) until the end of the Post-Closing Lock-Up Period.

(e) The Subscriber hereby represents and warrants that the Subscriber has full power and authority to enter into this Agreement and that, upon request, the Subscriber will execute any additional documents necessary in connection with the enforcement hereof.

2. Miscellaneous.

(a) Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective heirs and executors (in case of individuals), personal representatives, permitted successors and assigns. This Agreement and all obligations of the Subscriber are personal to the Subscriber and may not be transferred or delegated by the Subscriber at any time, except as expressly permitted under Section 1 above. The Company may freely assign any or all of its rights under this Agreement, in whole or in part, to any successor entity (whether by merger, consolidation, equity sale, asset sale or otherwise) or affiliate without obtaining the consent or approval of the Subscriber.

(b) Third Parties. Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any person, other than the parties hereto, any right or remedies under or by reason of this Agreement.

(c) Governing Law; Jurisdiction. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction. EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE FIRST BUSINESS COURT DIVISION SITTING IN DALLAS COUNTY (IF SUCH DISPUTE MAY NOT BE BROUGHT IN SUCH VENUE FOR ANY REASON, THE FEDERAL COURTS FOR THE NORTHERN DISTRICT OF TEXAS, DALLAS DIVISION OR, IF (AND ONLY IF) SUCH COURT FINDS IT LACKS JURISDICTION, THEN IN ANY STATE COURT LOCATED IN DALLAS, TEXAS, AND ANY APPELLATE COURTS THEREOF), IN CONNECTION WITH ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY, AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING WHICH IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE SERVED ON ANY PARTY ANYWHERE IN THE WORLD, WHETHER WITHIN OR WITHOUT THE JURISDICTION OF ANY SUCH COURT.

 

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(d) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(e) Notices. All notices and other communications among the parties shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service or (iv) when e-mailed during normal business hours (and otherwise as of the immediately following Business Day), addressed as follows:

 

If to the Company, to:

 

Suncrete, Inc.

817 E. 4th Street

Tulsa, OK 74120

Attn: Barrett Bruce, Secretary

Email: [*****]

  

with a copy (which will not constitute notice) to:

 

King & Spalding LLP

1100 Louisiana, Suite 4100

Houston, TX 77002

Attn: Jonathan B. Newton

Email: [*****]

If to the Subscriber, to: the address set forth below the Subscriber’s name on the signature page to this Agreement.

(f) Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the Subscriber. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

(g) Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. The parties hereto further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties hereto.

(h) Specific Performance. The Subscriber acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event of a breach of this Agreement by the Subscriber, money damages will be inadequate and the Company will have no adequate remedy at law, and agrees that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by the Subscriber in accordance with their specific terms or were otherwise breached. Accordingly, the Company shall be entitled to an injunction or restraining order to prevent breaches of this Agreement by the Subscriber and to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such party may be entitled under this Agreement, at law or in equity.

 

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(i) Entire Agreement. This Agreement, together with the Subscription Agreement, constitutes the entire agreement among the parties relating to the subject matter hereof and supersedes any other agreements, whether written or oral, that may have been made or entered into by or among any of the parties hereto relating to the transactions contemplated hereby. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights or remedies of the Company or any of the obligations of the Subscriber under any other agreement between the Subscriber and the Company or any certificate or instrument executed by the Subscriber in favor of the Company, and nothing in any other agreement, certificate or instrument shall limit any of the rights or remedies of the Company or any of the obligations of the Subscriber under this Agreement.

(j) Further Assurances. From time to time, at another party’s request and without further consideration (but at the requesting party’s reasonable cost and expense), each party shall execute and deliver such additional documents and take all such further action as may be reasonably necessary to consummate the transactions contemplated by this Agreement.

(k) Counterparts; Facsimile. This Agreement may also be executed and delivered by facsimile signature, by email in portable document format or electric signatures (including DocuSign or similar electronic signature), in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature pages follow]

 

5


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

 

SUNCRETE, INC.
By:                     
Name:
Title:

 

Signature Page to Lock-Up Agreement


SUBSCRIBER:
By:                
Name:
Title:
Address:

 

Signature Page to Lock-Up Agreement

Exhibit 21.1

Subsidiaries of the Registrant

 

Subsidiary

  

Jurisdiction of Incorporation or Formation

Haymaker Acquisition Corp. 4    Delaware
Suncrete Intermediate, Inc.    Delaware
Concrete Partners Holding, LLC    Delaware
Concrete Partners, LLC    Delaware
Eagle Concrete Holdings, LLC    Delaware
Eagle Redi-Mix Concrete, LLC    Oklahoma
RAM Transportation, LLC    Oklahoma
Schwarz Sand, LLC    Oklahoma
Hope Concrete, LLC    Texas
Lafayette Concrete Division, LLC    Louisiana
Baton Rouge Concrete Division, LLC    Louisiana
Nelson Bros. Ready Mix, LLC    Texas
R & R Trucking, LLC    Texas
Ascension Quality Materials, LLC    Louisiana
American Block Co, LLC    Arkansas

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated April 14, 2026, with respect to the combined financial statements of Eagle Redi-Mix Concrete, LLC and Ram Transportation, LLC, contained in the Registration Statement and Prospectus. We consent to the use of the aforementioned report in the Registration Statement and Prospectus, and to the use of our name as it appears under the caption “Experts.”

/s/ GRANT THORNTON LLP

Tulsa, Oklahoma

May 8, 2026

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated April 14, 2026, with respect to the consolidated financial statements of Concrete Partners Holding, LLC, contained in the Registration Statement and Prospectus. We consent to the use of the aforementioned report in the Registration Statement and Prospectus, and to the use of our name as it appears under the caption “Experts.”

/s/ GRANT THORNTON LLP

Tulsa, Oklahoma

May 8, 2026

Exhibit 23.3

 

LOGO   LOGO

Consent of Independent Registered Public Accounting Firm

We hereby consent to the inclusion of our auditor’s report dated March 18, 2026 relating to the financial statements of Schwarz Ready Mix as of and for the period ended October 17, 2025 and the year ended December 31, 2024, in Suncrete, Inc.’s Registration Statement on Form S-4. . We also consent to the reference to our firm under the heading “Experts” in the Prospectus and elsewhere in the Registration Statement.”

 

LOGO

Oklahoma City, Oklahoma

May 8, 2026

 

LOGO   www.arledge .cpa   LOGO

Exhibit 23.4

Consent of Independent Registered Public Accounting Firm

We hereby consent to the use in the Prospectus constituting a part of this Registration Statement on Form S-1 of our report dated March 30, 2026 (which includes an explanatory paragraph relating to Haymaker Acquisition Corp. 4’s ability to continue as a going concern), relating to the financial statements of Haymaker Acquisition Corp. 4, as of December 31, 2025 and 2024, which is contained in that Prospectus. We also consent to the reference to our firm under the caption “Experts” in the Prospectus.

/s/ WithumSmith+Brown, PC

New York, New Jersey

May 8, 2026

Exhibit 23.5

Consent of Independent Registered Public Accounting Firm

We hereby consent to the use in the Prospectus constituting a part of this Registration Statement on Form S-1 of our report dated April 14, 2026 relating to the financial statements of Suncrete Inc, as of December 31, 2025 and for the period from September 30, 2025 (inception) through December 31, 2025, which is contained in that Prospectus. We also consent to the reference to our firm under the caption “Experts” in the Prospectus.

/s/ WithumSmith+Brown, PC

New York, New Jersey

May 8, 2026

Exhibit 23.6

 

LOGO    EDGIN, PARKMAN, FLEMING & FLEMING, PC   
   CERTIFIED PUBLIC ACCOUNTANTS   
      MICHAEL D. EDGIN, CPA
   1401 HOLLIDAY ST., SUITE 216 • P.O. BOX 750    DAVID L. PARKMAN, CPA
   WICHITA FALLS, TEXAS 76307-0750    A. PAUL FLEMING, CPA
   PH. (940) 766-5550 • FAX (940) 766-5778    JOSHUA R. HARMAN, CPA

Consent of Independent Auditor

Suncrete, Inc.

521 East 2nd Street

Tulsa, Oklahoma 74120

We consent to the inclusion in the Registration Statement on Form S-1 of Suncrete, Inc. of our report dated April 30, 2026, relating to consolidated financial statements of Hope Concrete, LLC as of and for the years ended December 31, 2025 and 2024.

We also consent to the reference to our firm under the heading “Experts” in this Registration Statement.

 

   LOGO
   EDGIN, PARKMAN, FLEMING & FLEMING, PC
Wichita Falls, Texas   
May 8, 2026   

Exhibit 23.7

CONSENT OF INDEPENDENT AUDITORS

We consent to the inclusion of our report dated April 28, 2026, with respect to the financial statements of Nelson Bros. Ready Mix, LTD, as of and for the years ended December 31, 2025 and 2024, included in this Registration Statement on Form S-1. We also consent to the reference to our firm under the heading “Experts” in the prospectus, which is part of this Registration Statement on Form S-1.

/s/ Whitley Penn, LLP

Fort Worth, Texas

May 8, 2026