UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 10, 2025
HAYMAKER ACQUISITION CORP. 4
(Exact Name of Registrant as Specified in Charter)
| Cayman Islands | 001-41757 | 87-2213850 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
324 Royal Palm Way, Suite 300-i Palm Beach, FL 33480 |
| (Address of Principal Executive Offices) (Zip Code) |
(212) 616-9600
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
| Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | HYACU | The New York Stock Exchange | ||
| Class A ordinary shares, par value $0.0001 per share | HYAC | The New York Stock Exchange | ||
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | HYAC WS | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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 13(a) of the Exchange Act. ¨
Item 7.01 Regulation FD Disclosure.
As previously reported, on October 9, 2025, Haymaker Acquisition Corp. 4, a Cayman Islands exempted company (“Haymaker”), Suncrete, Inc., a Delaware corporation and direct wholly owned subsidiary of Haymaker (“PubCo”), Haymaker Merger Sub I, Inc., a Delaware corporation and direct wholly owned subsidiary of PubCo, Haymaker Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of PubCo, and Concrete Partners Holding, LLC, a Delaware limited liability company (“Suncrete”), entered into a business combination agreement (the “Business Combination Agreement”). The transactions contemplated by the Business Combination Agreement are hereinafter referred to collectively as the “Business Combination.”
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is the investor presentation (the “Investor Presentation”) that may be used by Haymaker and Suncrete in connection with the transactions contemplated by the Business Combination Agreement.
The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
Additional Information and Where To Find It
In connection with the Business Combination, PubCo and Suncrete have filed with the United States Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Registration Statement”), which includes a proxy statement with respect to Haymaker’s shareholder meeting to vote on the Business Combination and a prospectus with respect to PubCo’s securities to be issued in connection with the Business Combination (the “proxy statement/prospectus”), as well as other relevant documents concerning the Business Combination. After the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus included in the Registration Statement will be mailed to the shareholders of Haymaker as of the record date to be established for voting on the Business Combination. INVESTORS AND SHAREHOLDERS OF HAYMAKER ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT/PROSPECTUS REGARDING THE BUSINESS COMBINATION, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders can to obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about PubCo, Haymaker and Suncrete, without charge, at the SEC’s website, http://www.sec.gov.
No Offer or Solicitation
This Current Report on Form 8-K (this “Report”) shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the Business Combination. This Report shall also not constitute an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, and otherwise in accordance with applicable law.
Participants in Solicitation
Haymaker, PubCo and their respective directors, executive officers and certain other members of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from Haymaker’s shareholders in connection with the Business Combination. Information regarding the persons who may be considered participants in the solicitation of proxies in connection with the proposed Business Combination, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the proxy statement/prospectus and other relevant materials filed with the SEC. Information regarding the directors and executive officers of Haymaker is set forth in Part II, Item 10. Directors, Executive Officers and Corporate Governance of Haymaker’s Annual Report on Form 10-K for the year ended December 31, 2024. These documents can be obtained free of charge from the sources indicated above.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements herein and the documents incorporated herein by reference may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Rule 175 promulgated thereunder, and Section 21E of the Exchange Act, and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties.
Examples of forward-looking statements include, but are not limited to, statements with respect to the expectations, hopes, beliefs, intentions, plans, prospects, financial results of strategies regarding Haymaker, Suncrete, PubCo, the Business Combination and statements regarding the anticipated benefits and timing of the completion of the proposed Business Combination and PIPE investment, plans and use of proceeds, objectives of management for future operations of Suncrete, expected operating costs of Suncrete and its subsidiaries, the upside potential and opportunity for investors, Suncrete’s plan for value creation and strategic advantages, market site and growth opportunities, Suncrete’s acquisition strategy, regulatory conditions, competitive position and the interest of other corporations in similar business strategies, technological and market trends, future financial condition and performance and expected financial impacts of the Business Combination, the satisfaction of closing conditions to the Business Combination and the PIPE investment and the level of redemptions of Haymaker’s public shareholders, and PubCo’s, Suncrete’s and Haymaker’s expectations, intentions, strategies, assumptions or beliefs about future events, results at operations or performance or that do not solely relate to historical or current facts. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. 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 risk that the Business Combination and the PIPE investment may not be completed in a timely manner or at all; |
| · | the failure by the parties to satisfy the conditions to the consummation of the PIPE investment and the Business Combination, including the approval of Haymaker’s shareholders; |
| · | the failure to realize the anticipated benefits of the Business Combination; |
| · | the outcome of any potential legal proceedings that may be instituted against PubCo, Suncrete, Haymaker or others following announcement of the Business Combination; |
| · | the level of redemptions of Haymaker’s public shareholders which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing, or trading of the Class A ordinary shares of Haymaker or the PubCo Class A Common Stock; |
| · | the failure of PubCo to obtain or maintain the listing of its securities on any stock exchange on which the PubCo Class A Common Stock will be listed after closing of the Business Combination; |
| · | costs related to the Business Combination and as a result of PubCo becoming a public company; |
| · | changes in business, market, financial, political and regulatory conditions; |
| · | risks relating to Suncrete’s anticipated operations and business, including the success of any future acquisitions; |
| · | the risk that issuances of equity or debt securities following the closing of the Business Combination, including issuances of equity securities in connection with Suncrete’s acquisition strategy, may adversely affect the value of Suncrete’s common stock and dilute its stockholders; |
| · | the risk that after consummation of the Business Combination, PubCo experiences difficulties managing its growth and expanding operations; |
| · | challenges in implementing the business plan, due to lack of an operating history, operational challenges, significant competition and regulation; and |
| · | those risk factors discussed in documents of PubCo, Haymaker or Suncrete filed, or to be filed, with the SEC. |
The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section Haymaker’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and the Registration Statement and proxy statement/prospectus filed by PubCo and Suncrete, and other documents filed or to be filed by PubCo, Haymaker and Suncrete from time to time with the SEC. These filings do or will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. There may be additional risks that none of PubCo, Suncrete or Haymaker presently know or currently believe are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and none of the parties or any of their representatives assumes any obligation or intends to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. None of the parties or any of their representatives gives any assurance that PubCo, Suncrete or Haymaker will achieve its expectations.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
Description |
| 99.1 | Investor Presentation, dated December 10, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| Haymaker Acquisition Corp. 4 | ||
| December 10, 2025 | ||
| By: |
/s/ Christopher Bradley | |
| Name: | Christopher Bradley | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
Exhibit 99.1
| Investor Presentation December 2025 A Pure-Play Ready-Mix Concrete Platform Supplying the High Growth U.S. Sunbelt |
| 110 106 100 196 63 22 217 212 199 191 213 215 62 56 48 91 142 147 195 152 109 239 249 252 255 150 0 Disclaimer 1 This presentation (including any accompanying oral presentation, this “Presentation”) is being furnished solely to recipients that are “qualified institutional buyers” as defined in Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), or institutional “accredited investors” (as defined in Rule 506 of Regulation D) by Haymaker Acquisition Corp. 4 (“Haymaker”) and Concrete Partners Holding, LLC (the “Company” or “Suncrete” and together with Haymaker and the Company’s and its respective affiliates, the “Companies”), solely for informational purposes of considering the opportunity to participate in the proposed private placement of equity securities by Haymaker (the “Potential Offering”) in connection with a potential business combination between Haymaker and the Company (the “Proposed Business Combination” and together with the Potential Offering, the “Proposed Transactions”). By accepting this Presentation, the recipient acknowledges and agrees that all of the information contained herein is confidential, that the recipient will distribute, disclose and use such information only for such purpose and that the recipient shall not distribute, disclose or use such information for any other purpose other than the evaluation of the Potential Transactions. THIS PRESENTATION SHALL NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, OR A RECOMMENDATION TO PURCHASE, ANY SECURITIES IN ANY JURISDICTION, OR THE SOLICITATION OF ANY PROXY, VOTE, CONSENT OR APPROVAL IN ANY JURISDICTION IN CONNECTION WITH THE PROPOSED TRANSACTIONS, NOR SHALL THERE BE ANY OFFER OR SALE OF ANY SECURITIES IN ANY STATE OR OTHER JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH STATE OR JURISDICTION. ANY SECURITIES OF THE COMPANY TO BE OFFERED IN ANY TRANSACTION CONTEMPLATED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. ANY SECURITIES TO BE OFFERED IN ANY TRANSACTION CONTEMPLATED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), ANY STATE SECURITIES COMMISSION, OR OTHER UNITED STATES OR FOREIGN REGULATORY AUTHORITY OR DETERMINED THAT THIS PRESENTATION IS TRUTHFUL AND COMPLETE. SUCH SECURITIES WILL BE OFFERED AND SOLD SOLELY IN RELIANCE ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS PROVIDED BY THE SECURITIES ACT AND RULES AND REGULATIONS PROMULGATED THEREUNDER (INCLUDING REGULATION D) OR REGULATION S UNDER THE SECURITIES ACT. Any investment in the Companies is speculative and involves a high degree of risk and uncertainty. Certain statements in this Presentation may constitute “forward-looking statements’’ within the meaning of applicable United States federal securities laws. Forward-looking statements provide current expectations of future events and include any statement that does not directly relate to any historical or current fact. Words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “projects,” “potential,” “will,” “may,” “continue,” or other similar expressions may identify such forward-looking statements, but the absence of these words does not mean that statement is not forward-looking. Actual results may differ materially from those discussed in forward-looking statements as a result of factors, risks and uncertainties over which Haymaker and the Company have no control. These factors, risks and uncertainties include, but are not limited to, the following : (i) the Company’s business depends on activity within the construction industry and the economic strength of its principal markets, and is subject to economic cycles; (ii) the success of the Company’s business depends, in part, on its ability to execute on its acquisition strategy, to successfully integrate acquired businesses and to retain key employees of acquired businesses; (iii) a significant slowdown or decline in economic conditions, particularly in the southern United States, could adversely impact the Company’s results of operations; (iv) the Company has entered into non-binding letters of intent to acquire four businesses, and the Company’s projections assume that it will be able to successfully negotiate and consummate additional acquisitions, which is not assured; the Company is in discussions with several other potential acquisition targets without letters of intent and such discussions may never result in non-binding letters of intent or binding definitive agreements; (v) the Proposed Transactions may not be consummated in a timely manner or at all; (vi) the Company’s substantial indebtedness could adversely affect its financial condition and prevent the Company from fulfilling its obligations and achieving results consistent with its projections; (vii) within the Company’s local markets, the Company operates in a highly competitive industry; (viii) the Company’s business depends on federal, state and local government spending for public infrastructure construction, and reductions in government funding could adversely affect its results of operations; (ix) the cancellation of a significant number of contracts, the Company’s disqualification from bidding on new contracts and the unpredictable timing of new project opportunities could have a material adverse effect on its business; (x) if the Company is unable to accurately estimate the overall risks, revenues or costs on its projects, it may incur contract losses or achieve lower profits than anticipated; (xi) because the Company’s industry is capital-intensive and the Company has significant fixed and semi-fixed costs, its profitability is sensitive to changes in volume; (xii) inflation and supply chain disruptions have resulted, and may continue to result, in increased costs, some of which the Company may not be able to recoup; (xiii) the Company may lose business to competitors who underbid the Company, and it may be otherwise unable to compete favorably in its highly competitive industry; (xiv) the Company may be unable to obtain or maintain sufficient bonding capacity, which could preclude the Company from bidding on certain projects; (xv) the Company’s business is seasonal and subject to adverse weather and climate conditions, which can adversely impact its business; (xvi) the Company may need to raise additional capital in the future, and it may not be able to do so on favorable terms or at all, which could impair its ability to operate its business or achieve its growth objectives; (xvii) a deterioration in the Company’s credit ratings and/or the state of the capital markets could negatively impact the cost and/or availability of financing; (xviii) the Company uses estimates in accounting for a number of significant items; (xix) design-build contracts subject the Company to the risk of design errors and omissions; (xx) the Company’s continued success requires it to hire, train and retain qualified personnel and subcontractors in a competitive industry; (xxi) failure of the Company’s subcontractors to perform as expected could have a negative impact on the Company’s results; (xxii) the departure of key personnel could affect the Company’s financial results; (xxiii) the Company’s future success depends upon attracting and retaining qualified personnel, particularly in sales and operations; (xxiv) the production of the Company’s products is dependent upon the supply chain for several key inputs; (xxv) the construction services industry is highly schedule-driven, and the Company’s failure to meet the schedule requirements of the Company’s contracts could adversely affect the Company’s reputation and/or expose the Company to financial liability; (xxvi) a failure to obtain or maintain adequate insurance coverage could adversely affect the Company’s results of operations; (xxvii) failure to maintain safe work sites could result in significant losses, which could materially affect the Company’s business and reputation; (xxviii) the Company’s operating results may vary significantly from one reporting period to another and may be adversely affected by the cyclical nature of the markets it serves; (xxix) significant downturn in the construction industry may result in an impairment of the Company’s goodwill; (xxx) the Company depends on third parties for concrete equipment and materials essential to operate its business; (xxxi) the Company uses large amounts of electricity and diesel fuel that are subject to potential reliability issues, supply constraints, and significant price fluctuation, which could affect its financial position, operating results and liquidity; (xxxii) delays or interruptions of the Company’s transportation logistics could affect operating results; (xxxiii) a significant disruption of the Company’s information technology systems may harm the Company’s business; (xxxiv) the Company’s overall profitability is sensitive to price changes and variations in sales volumes; (xxxv) any material nonpayment or nonperformance by any of the Company’s key customers could have a material adverse effect on its results of operations and cash flows; (xxxvi) there are inherent limitations in all control systems, and misstatements due to error or fraud may occur and not be detected; (xxxvii) the Company’s operations are subject to changes in legal requirements and governmental policies; (xxxviii) government contracts generally are subject to a variety of regulations, requirements and statutes, the violation or alleged violation of which could have a material adverse effect on the Company’s business; (xxxix) the |
| Introduction 6 Key Investment Highlights 13 Financial Overview 26 Valuation Overview 30 Appendix 35 Table of Contents 5 |
| 6 Introduction |
| 13 Key Investment Highlights |
| 110 106 100 196 63 22 217 212 199 191 213 215 62 56 48 91 142 147 195 152 109 239 249 252 255 150 0 Local Platforms …with Suncrete Well-Positioned to Drive Strategic Consolidation 15 Uniquely Positioned Through Relationships, Track-Record and Value Proposition Limited Competition for Acquisition Targets Suncrete Demand aggregation & utilization uplift Shared infrastructure & support Strategic oversight & best practices Economies of scale Local market leadership and reputation Talent acquisition Priority local M&A targets Added scale & geographic density • Ready-mix concrete historically overlooked by institutional capital → Lack needed operational expertise → Limited local relationships in place which are necessary to develop a strong pipeline → Strong preference from family-owned companies for trusted partners that will do right by their employees → Most institutional private capital does not have the desire (or relationships) to consolidate small industrial materials companies • Large public strategics do not see ready-mix concrete as a core part of their long-term vision: → Prioritizing shifting towards upstream materials; typically sellers vs. buyers of ready-mix operations → Unfocused operations and underinvestment often drive sub-10% margins • Regional & local competitors typically lack the capital resources and M&A capabilities to compete for targets • Lack local market understanding Sector Largely Overlooked by Private Equity Strategics Unlikely to Compete for Targets Strong network of synergistic relationships developed through decades of industry experience Trusted acquiror with preeminent reputation through people-first investment approach Unique value proposition for owners through flexible approach & proven value creation Management and advisors maintain long-standing local relationships developed through decades of industry experience We believe small “mom & pop” shops and family-owned businesses view the SunTx team as a trusted owner who will keep their legacy intact Significant opportunity for value creation and multiple buy-down post-acquisition, further enhancing attractive add-on valuations Suncrete is often the only credible buyer in target markets for local platforms and strategic divestitures in fragmented landscape 1 Consolidation Characteristics 2 3 4 5 6 |
| 26 Financial Overview |
| 110 106 100 196 63 22 217 212 199 191 213 215 62 56 48 91 142 147 195 152 109 239 249 252 255 150 0 Summary of Capital Expenditures Source: Quality of Earnings, Company Financials. 29 1. Free cash flow = PF Adj. EBITDA less maintenance CapEx. Conversion = FCF / PF Adj. EBITDA. Adj. EBITDA is a non-GAAP financial measure. See discussion and reconciliation in the appendix for additional information. Commentary ($ in Millions) • Strong, consistent cash flow generation with exceptional free cash flow generation of ~87%+ • On average, total capital expenditures represented ~5% of sales in the historical period for the current platform — Total capex is projected to normalize and stay relatively stable at ~3-4% of revenue in the forecast • Maintenance capex accounts for ongoing truck maintenance and plant maintenance expenses, which historically have represented ~2-3% of sales — Acquired companies assumed to have a similar maintenance capital spend of approximately 2.5% of sales • Growth capex accounts for the net replacement cost of aging mixer trucks, and varies year-to-year, but on average represented ~2% of sales for the initial platform — Acquired growth capex assumed to be ~1.5% of acquired sales Main. CapEx as % of Sales Org. Maintenance Org. Growth Acq. Maintenance Acq. Growth FCF Conv.(1) Historical & Projected CapEx (2) (2) 3% 88% 2% 91% 3% 87% 2% 89% $7 $6 $4 $7 $7 $10 $6 $7 $4 $4 $3 $6 $12 $12 $19 $27 2023PF 2024PF 2025E 2026E |
| 30 Valuation Overview |
| 110 106 100 196 63 22 217 212 199 191 213 215 62 56 48 91 142 147 195 152 109 239 249 252 255 150 0 19.2% 10.2% 31.3% 87.0% 90.1% 64.5% Selected Public Companies Benchmarking 31 Select Companies Description Assessing Comparability ✓ Similar products, end-markets & customers ✓ Similar secular tailwinds × Upstream-focused operations × More competitive M&A dynamics (aggregates) × Broad geographic focus U.S. heavy materials providers x Pure-play ready-mix concrete provider focused on growth in the Sunbelt region ✓ Acquisition-led growth strategy ✓ Similar market leadership ✓ Redefined public valuations in a niche sector × Different products, end-markets & customers Market-leading industry consolidators Suncrete Earnings Compounders Business Line Peers TEV / 2026E EBITDA 2026E EBITDA Margin 2026E FCF Conversion 7.6x 20.8x 11.7x Business Line Peers Earnings Compounders Suncrete Business Line Peers Earnings Compounders Suncrete Business Line Peers Earnings Compounders Suncrete Note: Represents calendar year financials. Selected public companies are based on management’s judgment and may not be fully comparable to Suncrete. Suncrete financials are inclusive of the PF impact of the target under non-binding LOI and incremental acquisitions projected in 2026E. See discussion and reconciliation in the appendix for additional information. Source: Capital IQ. Market data as of 12/2/2025. 1. Free cash flow = EBITDA less CapEx. FCF Conversion = FCF / EBITDA. 2. Adj. EBITDA is a non-GAAP financial measure. 3. Assumes pro forma TEV of $983M. 4. Free cash flow = PF Adj. EBITDA less maintenance CapEx. Conversion = FCF / PF Adj. EBITDA. (2,3) (2,4) (2) (1) (1) |
| 35 Appendix |