Suncrete, Inc. 10-Q

Item 5. Other Information During the three months ended March 31, 2026, no director or “officer” (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. 32 Table of Contents Item 6. 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).  10.1# 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). 33 Table of Contents  10.2# 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).  31.1* Certification of Principal Executive Officer in accordance with 18 U.S.C. Section 1350, as adopted by Section 302 of the Sarbanes-Oxley Act of 2002.  31.2* Certification of Principal Financial Officer in accordance with 18 U.S.C. Section 1350, as adopted by Section 302 of the Sarbanes-Oxley Act of 2002.  32.1** Certification of Principal Executive Officer in accordance with 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.  32.2** Certification of Principal Financial Officer in accordance with 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002. 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). * Filed herewith ** The certifications attached as Exhibit 32.1 and Exhibit 32.2 are not deemed “filed” with the SEC and are not to be incorporated by reference into any filing of Suncrete, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report, irrespective of any general incorporation language contained in such filing. † Schedules and exhibits to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company 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 Company agrees 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. 34 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Suncrete, Inc. Date: May 15, 2026 By: /s/ Randall Edgar Randall Edgar Chief Executive Officer (Principal Executive Officer and duly authorized officer) Date: May 15, 2026 By: /s/ Tommy Wentroth Tommy Wentroth Chief Financial Officer (Principal Financial Officer and duly authorized officer) 35