Private Placement (Form 8-K)

On June 8, 2026, Suncrete, Inc., a Delaware corporation (the "Company"), through its indirect wholly owned subsidiary, acquired Newoods, Inc., an Arkansas corporation d/b/a ABC Block Company, a concrete product supplier (the "Acquisition"), pursuant to that certain Purchase and Sale and Contribution Agreement, dated as of June 8, 2026 (the "Purchase Agreement"). After giving effect to the transactions contemplated by the Purchase Agreement, the aggregate consideration consisted of $27.2 million in cash, subject to certain adjustments as set forth in the Purchase Agreement, and 587,726 shares of Class A Common Stock, par value $0.0001 per share, of the Company ("Class A Common Stock"). The issuance of the shares of Class A Common Stock in connection with the closing of the Acquisition was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Rule 506 of Regulation D promulgated thereunder, as a transaction not involving a public offering.