Suncrete, Inc.

Previous wording

You should carefully consider the risks described below, as well as the other information in this Quarterly Report, including our consolidated financial statements and the related notes and Part I. Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The occurrence of any of the events or developments described below could harm our business, financial condition, results of operations, growth prospects and stock price. Below is a summary of our risk factors with a more detailed discussion following:

Current wording

You should carefully consider the risks described below, as well as the other information in this Quarterly Report, including our condensed consolidated financial statements and the related notes and Part I. Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The occurrence of any of the events or developments described below could harm our business, financial condition, results of operations, growth prospects and stock price. Below is a summary of our risk factors with a more detailed discussion following:

Previous wording

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

Current wording

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

Previous wording

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.

Current wording

There can be no assurance that we will be able to comply with the continued listing rules of Nasdaq.

Previous wording

A key component of our operating strategy is to operate our businesses on a decentralized basis, with local or regional management retaining responsibility forday-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.

Current wording

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.

Previous wording

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.

Current wording

We (including our predecessors) have acquired 11 companies since 2016, including the recent Thunder Acquisition, Hope Concrete Acquisition, Southern Louisiana Acquisition, Nelson Bros. Acquisition, Lafayette Acquisition and ABC Block Acquisitions. 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.

Previous wording

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 Ready Mix, Schwarz Leasing, Schwarz Sand, 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.

Current wording

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 Hope Concrete, the Southern Louisiana Acquisition, Nelson Bros. Acquisition, the Lafayette Acquisition and ABC Block Acquisition 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.

Previous wording

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 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 fornon-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.

Current wording

We have expanded into the Texas, Louisiana, Mississippi and Missouri markets in connection with the recent acquisitions, 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 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.

Previous wording

We currently sell ourready-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.

Current wording

We currently sell our ready-mix concrete and sand products to the construction industry in Oklahoma, Arkansas, Texas, Louisiana, Mississippi and Missouri. 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.

Previous wording

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 theready-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.

Current wording

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.

Previous wording

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.

Current wording

Because our business is primarily conducted outdoors, erratic weather patterns, seasonal changes and other weather-related conditions affect our business. Adverse weather conditions, including tornadoes, 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.

Previous wording

Sand and aggregates are a key component ofready-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 ourready-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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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

Current wording

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 our 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 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.

Previous wording

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.

Current wording

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 and 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.

Previous wording

We generate construction contract revenue from publicly funded projects and the sale ofready-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 Infrastructure Investment and Jobs Act (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.

Current wording

We generate construction contract revenue 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 Infrastructure Investment and Jobs Act (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 $61.0 billion has been earmarked through 2026 for infrastructure development in Oklahoma, Arkansas, Texas, Louisiana, Mississippi and Missouri. 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.

Previous wording

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. 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:

Current wording

Our debt consists primarily of our borrowings under the Credit Agreement, which provides for the (i) $205.0 million Term Loan, (ii) $50.0 million Revolving Credit Facility and (iii) $175.0 million Delayed Draw Term Loan 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:

Previous wording

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.

Current wording

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 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 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.

Previous wording

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.

Current wording

The 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 net leverage ratio is less than 2.50 to 1.00. The Credit Agreement also requires us to maintain a consolidated fixed charge coverage ratio as of the end of each fiscal quarter of 1.25 to 1.00 and a consolidated senior net leverage ratio of (i) 4.00 to 1.00 for fiscal quarters ended up to June 30, 2027 and (ii) 3.50 to 1.00 for fiscal quarters ending after September 30, 2027. The 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 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.

Previous wording

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.

Current wording

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 and our Delayed Draw Term Loan 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 and our Delayed Draw Term Loan 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.

Previous wording

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, ornon-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.

Current wording

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 services 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.

Previous wording

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.

Current wording

Prior to the Business Combination, there was no public market for our 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 to develop, stockholders may have difficulty selling any shares of 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.

Previous wording

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 anover-the-counter market. If this were to occur, the Company could face significant material adverse consequences, including:

Current wording

Our Class A common stock is listed on The Nasdaq Global Market. There can be no assurance that we will continue satisfying the continued listing requirements of Nasdaq required to maintain our listing. 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:

Previous wording

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 futurenon-compliance with the listing requirements of Nasdaq.

Current wording

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.

Previous wording

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 GP, LP (“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.

Current wording

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 August 10, 2026, the outstanding Class B common stock represented approximately 83% of the total voting power of our outstanding common stock. The shares of our Class B common stock are owned primarily by Dothan Concrete and Dothan Independent, which are vehicles controlled by SunTx. 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.

Previous wording

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.

Current wording

In addition, shares of our Class A common stock and Class B 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. Further, 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.

Previous wording

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

Current wording

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.

Previous wording

As of May 5, 2026, Dothan Concrete and Dothan Independent, which are vehicles controlled by SunTx Capital Management Corp. (“SunTx Capital Management”), 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 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.

Current wording

As of August 10, 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 82.1% 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 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.

Previous wording

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 Capital Management, 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.

Current wording

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.

Previous wording

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 Capital Management consents to such transfer.

Current wording

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.

Previous wording

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.

Current wording

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 stockholder 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.

Previous wording

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 tonon-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.

Current wording

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.

Previous wording

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.

Current wording

We do not intend to pay cash dividends on our Class A common stock in the foreseeable future. In addition, the Certificate of Designation for the Series A Preferred Stock restricts our ability to pay dividends on the Class A common stock 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. 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.