Entry into a Material Definitive Agreement

Membership Interest Purchase Agreement

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

The aggregate consideration for the Acquisition consisted of (i) 1,296,456 shares of Class A Common Stock, par value $0.0001 per share, of the Company ("Class A Common Stock") issued to the Sellers (the "Stock Consideration") and (ii) a $42.3 million net cash payment at closing. In addition, the Sellers will be eligible to receive a contingent earnout payment of up to $18.0 million based on the achievement of a specified trailing twelve-month materials spread target by the Acquired Companies, measured as of the end of any full calendar quarter ending during the five-year period following the closing of the Acquisition, with Purchaser having the option to satisfy up to 50% of any such earnout payment by issuing shares of Class A Common Stock in lieu of cash (the "Earnout Stock Consideration") at a future average closing stock price, subject to applicable Nasdaq listing rules and other limitations on the issuance of Earnout Stock Consideration set forth in the Purchase Agreement.

 The Purchase Agreement contains customary representations, warranties and covenants of the Sellers and Purchaser. The representations and warranties set forth in the Purchase Agreement were made solely for the benefit of the parties thereto, and (i) should not be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate, (ii) may have been qualified in the Purchase Agreement by disclosures that were made to the other parties in accordance with the Purchase Agreement, (iii) may apply contractual standards of "materiality" that are different from "materiality" under applicable securities laws, and (iv) were made only as of the dates specified in the Purchase Agreement. Investors and security holders should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company, Purchaser, the Acquired Companies or their respective subsidiaries or affiliates.

The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets

The information set forth in this Current Report on Form 8-K under Item 1.01 regarding the Acquisition is incorporated herein by reference in its entirety.

Item 3.02 Unregistered Sales of Equity Securities

The information set forth under Item 1.01 of this Current Report on Form 8-K regarding the Stock Consideration and the Earnout Stock Consideration is incorporated herein by reference in its entirety.