RMIX 10-K & 10-Q changes, risk factors and insider trading

Risk factors relating to our business, operations, or securities were not required to be included in our Special Financial Report on Form 10-K filed with the SEC on April 14, 2026. Accordingly, the risk factors set forth below represent the first comprehensive disclosure of such risks made by the Company in a periodic report filed with the SEC.

There are risks related to our operating strategy.

Our failure to successfully identify, complete, manage and integrate acquisitions could reduce our earnings and slow our growth.

A significant slowdown or decline in economic conditions, particularly in the southern United States, could adversely impact our results of operations.

Because our industry is capital-intensive and we have significant fixed and semi-fixed costs, our profitability is sensitive to changes in volume.

Reduced demand for new home construction could adversely affect the residential construction market, which could affect our financial position, operating results and liquidity.

Our operating results may vary significantly from one reporting period to another and may be adversely affected by the cyclical nature of the markets we serve.

A significant downturn in the construction industry may result in an impairment of our goodwill.

Our business is seasonal and subject to adverse weather.

Our business depends on the availability of sand and aggregate reserves or deposits and our ability to obtain or mine them economically.

We may lose business to competitors who underbid us, and we may be otherwise unable to compete favorably in our highly competitive industry.

If we are unable to accurately estimate the overall risks, revenues or costs on our projects, we may incur contract losses or achieve lower profits than anticipated.

We depend on our information technology systems and processes, which are subject to cybersecurity and data leakage risks.

We depend on third parties for concrete equipment and materials essential to operate our business.

We use large amounts of electricity and diesel fuel that are subject to potential reliability issues, supply constraints, and significant price fluctuation, which could affect our financial position, operating results and liquidity.

Delays or interruptions of our transportation logistics could affect operating results.

Our continued success requires us to hire, train and retain qualified personnel and subcontractors in a competitive industry.

Our results of operations can be adversely affected by labor shortages, turnover and labor cost increases.

Our failure to comply with immigration laws could result in significant liabilities, harm our reputation with our customers and disrupt our operations.

Federal, state and local employment-related laws and regulations could increase our cost of doing business and subject us to fines and lawsuits.

Our business depends on federal, state and local government spending for public infrastructure construction, and reductions in government funding could adversely affect our results of operations.

Governmental regulations, including environmental regulations, may result in increases in our operating costs and capital expenditures and decreases in our earnings.

Our operations are subject to various hazards, including natural disasters, that may cause personal injury or property damage for which we have a limited amount of insurance, and our business, operating costs and profitability could be adversely affected.

Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations.

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

We may need to raise additional capital in the future, and we may not be able to do so on favorable terms or at all, which could impair our ability to operate our business or achieve our growth objectives.

Unfavorable developments affecting the banking and financial services industry could adversely affect our business, liquidity and financial condition and overall results of operations.

An active market for our Class A common stock may not continue to develop, which would adversely affect the liquidity and price of our securities.

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

The price of our Class A common stock may change significantly and you could lose all or part of your investment as a result.

The dual class structure of our common stock has the effect of concentrating voting control with holders of our Class B common stock, which limits the ability of holders of our Class A common stock to influence corporate matters.

Future sales, or the perception of future sales, of our Class A common stock by us or our stockholders in the public market could cause the market price for our Class A common stock to decline.

SunTx Capital Partners ("SunTx") controls the Company, and their interests may conflict with the interests of the Company or yours in the future.

If securities or industry analysts do not publish research or reports about our business, if they change their recommendations regarding our Class A common stock or if our operating results do not meet their expectations, the price and trading volume of our Class A common stock could decline.

We may issue preferred stock with terms that could adversely affect the voting power or value of our Class A common stock.

We are currently an emerging growth company within the meaning of the Securities Act, and to the extent we have taken advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

Provisions in our Organizational Documents (as defined below) and Delaware corporate law make it more difficult to effect a change in control, which could adversely affect the price of our Class A common stock.

The Certificate of Incorporation (as defined below) designates certain courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit the ability of our stockholders to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

We are a “controlled company” under Nasdaq listing rules. As a result, our stockholders do not have, and may never have, certain corporate governance protections that are available to stockholders of companies that are not controlled companies.

We do not intend to pay cash dividends on our Class A common stock in the foreseeable future, and therefore only appreciation, if any, of the price of our Class A common stock will provide a return to our stockholders.

A substantial number of shares of our securities are restricted securities and, as a result, there may be limited liquidity for our Class A common stock.

the level of commercial and residential construction in our local markets, including reductions in the demand for new residential housing construction below current or historical levels;

the availability of funds for public or infrastructure construction from local, state and federal sources;

unexpected events that delay or adversely affect our ability to deliver concrete according to our customers’ requirements;

changes in interest rates and lending standards;

changes in the mix of our customers and business, which result in periodic variations in the margins on jobs performed during any particular quarter;

the timing and cost of acquisitions and difficulties or costs encountered when integrating acquisitions;

the budgetary spending patterns of customers;

increases in construction and design costs;

power outages and other unexpected delays;

our ability to control costs and maintain quality;

pricing pressure due to changes in asset utilization or economic weakness;

employment levels; and regional or general economic conditions.

the failure to include materials or work in a bid, or the failure to estimate properly the quantities or costs needed to complete a fixed total price contract;

General

We are a ready-mix concrete logistics and distribution platform serving infrastructure, commercial, and residential construction projects throughout Oklahoma, Arkansas, Texas, and Louisiana and providing concrete products in Arkansas, Louisiana, Missouri and Mississippi. We have plans to continue expanding throughout the high-growth U.S. Sunbelt region through strategic acquisitions and organic growth. We leverage operational scale, technological integration and quality control to serve a diverse base of infrastructure, commercial and residential customers.

Executive Summary

The second quarter of 2026 was a transformative period for our business. On April 8, 2026, we completed the Business Combination and our Class A common stock began trading on Nasdaq under the symbol “RMIX.” Furthermore, during the quarter we completed five acquisitions for aggregate consideration of approximately $233.9 million, expanding our ready-mix concrete and concrete products platform across Oklahoma, Arkansas, Texas, Louisiana, Missouri and Mississippi.

These strategic transactions substantially increased the scale of our operations. Revenues for the three months ended June 30, 2026 increased 146.2% and gross profit increased 122.7%. We recognized $12.2 million of acquisition-related costs during the quarter in connection with the 2026 Acquisitions, which resulted in an operating loss of $8.7 million and a net loss of $37.1 million. Adjusted EBITDA, a non-GAAP financial measure, was $13.5 million for the three months ended June 30, 2026, an increase of 94.1%. See “—Key Performance Indicators and Non-GAAP Financial Measures” for the definition of Adjusted EBITDA and a reconciliation to net income (loss), the most directly comparable measure calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”).

For the six months ended June 30, 2026, we used $12.4 million of cash in operating activities. Cash used in operating activities was driven principally by the costs of executing the 2026 Acquisitions and by the increased investment in working capital required to support a substantially larger operating platform. We ended the quarter with $28.6 million of cash and cash equivalents and our liquidity, following the Fifth Amendment to the Credit Agreement, increased to $226.1 million. We expect cash from our operating activities to steadily increase during the remainder of 2026.

As we move through the remainder of 2026, management's focus is on integrating the recently acquired businesses, implementing procurement and operational initiatives across our expanded operations, and leveraging our broader geographic footprint. We also intend to continue pursuing disciplined, accretive acquisitions that complement our existing platform and support our long-term growth strategy. We believe our existing liquidity and expected cash flows from operations provide sufficient financial flexibility to support our continued acquisitions and these initiatives and our ongoing growth strategy.

On April 28, 2026, we, through our subsidiaries Concrete Partners and Suncrete Intermediate, entered into the Hope Concrete MIPA and related agreements with the owners of Hope Concrete, to acquire 100% of the ownership interests of Hope Concrete and its subsidiaries, Lafayette Concrete Division LLC, a Louisiana limited liability company, and Baton Rouge Concrete Division LLC, a Louisiana limited liability company. The aggregate consideration consisted of (i) 220,007 shares of Class A common stock issued to one of the Hope Concrete Sellers, (ii) 69,511 shares of Holdco Rollover Securities, (iii) a closing cash payment of $67.5 million, consisting of $39.4 million paid to the Hope Concrete Sellers, $27.4 million paid to satisfy the debt obligations of Hope Concrete and closing adjustments of $0.8 million, and (iv) post-closing adjustments of $(0.2) million. The Holdco Rollover Securities are nonvoting, have no dividend or liquidation rights and are exchangeable for an aggregate of 695,110 shares of Class A common stock.

On April 30, 2026, we, through our subsidiary Concrete Partners entered into the Southern Louisiana Acquisition MIPA and related agreements with the Southern Louisiana Acquisition Seller. On the Southern Louisiana Acquisition Closing Date, pursuant to the Southern Louisiana Acquisition MIPA, we acquired 100% of the equity interests of the Southern Louisiana Acquisition Seller for aggregate consideration consisting of: (i) approximately $29.8 million in cash, (ii) 259,291 shares of Class A common stock to the Southern Louisiana Acquisition Seller, (iii) post closing adjustments of $(1.2) million and (iv) contingent earnout consideration with a fair value of $5.3 million and a maximum potential payout of $10.0 million. The earnout is payable, if at all, in cash or shares of Class A common stock, at our election.

On May 6, 2026, we, through our newly acquired subsidiary, Hope Concrete, executed the Nelson Bros. MIPA with the Nelson Bros. Sellers, an individual resident of the State of Texas, in his capacity as representative of the Nelson Bros. Sellers, to acquire all of the outstanding equity interests of Nelson Bros. After giving effect to the transactions contemplated by the Nelson Bros. MIPA, the aggregate consideration for the Nelson Bros. Acquisition consisted of (i) 1,296,456 shares of Class A common stock, (ii) a closing cash payment of $43.9 million, consisting of $7.4 million paid to the Nelson Bros. Sellers, $33.0 million paid to satisfy the debt obligations of Nelson Bros. and closing adjustments of $3.5 million, (iii) post-closing adjustments of $(0.1) million and (iv) contingent earnout consideration with an acquisition-date fair value of $1.4 million and a maximum potential payout of $18.0 million. In addition, Nelson Materials, an affiliate of the Nelson Bros. Sellers, entered into a Sand Supply Agreement contemporaneously with the Nelson Bros. Closing Date, whereby Nelson Materials agreed to provide a $9.0 million credit for future purchases of sand for use by us. We have the option to satisfy up to 50% of the earnout payment, if any, by issuing shares of Class A common stock in lieu of cash.

On June 5, 2026, we, through our subsidiaries Lafayette Concrete and Hope Concrete, entered into the Lafayette Acquisition PSA with the Lafayette Acquisition sellers, to acquire substantially all of the assets used in the operation of its ready mixed concrete production, supply, sale, and delivery business. After giving effect to the transactions contemplated by the Lafayette Acquisition PSA, the aggregate consideration consisted of (i) a cash payment of $10.5 million paid at the Lafayette Acquisition Closing Date and (ii) a non-interest-bearing promissory note in the principal amount of $2.0 million, payable in two equal installments of $1.0 million on each of the first and second anniversaries of the Lafayette Acquisition Closing Date.

On June 8, 2026, we, through our indirect subsidiary, American Block, executed the ABC Block Agreement with the ABC Block Seller, to acquire substantially all of the operating assets used in the business of manufacturing, selling and distributing concrete block, brick, paver and manufactured stone products under the name "ABC Block." After giving effect to the transactions contemplated by the ABC Block Agreement, the aggregate consideration consisted of an aggregate purchase price of $45.6 million, subject to post-closing adjustments, consisting of (i) a closing cash payment of approximately $27.2 million, net of closing liabilities and closing transaction expenses paid at the ABC Block Closing Date, (ii) certain working capital adjustments and holdbacks to be paid to the ABC Block Sellers of $8.2 million and (iii) 587,727 shares of Class A common stock, issued to certain rollover investors at a fair value of $10.2 million in exchange for cash subscriptions in an aggregate amount not to exceed 20% of the purchase price.

On the Closing Date, the Company consummated the Business Combination contemplated the Business Combination Agreement. Upon closing, Haymaker merged with Merger Sub I, a wholly owned subsidiary of us, with Haymaker surviving as a wholly owned subsidiary of us (the “Initial Merger”), and CPH merged into Merger Sub II, also a wholly owned subsidiary of us, resulting in CPH becoming a wholly owned subsidiary of us (the “Acquisition Merger”).

Immediately prior to the closing of the Business Combination, Haymaker redeemed all of its issued and Haymaker Public Warrants to purchase Class A Ordinary Shares of Haymaker in exchange for (i) $2.25 in cash and (ii) 0.075 SPAC Class A Ordinary Shares per Haymaker Public Warrant.

Following the Warrant Redemption and immediately prior to the closing of the Business Combination, Haymaker transferred by way of continuation out of its jurisdiction of incorporation from the Cayman Islands and domesticated into the State of Delaware (the “Domestication” and the time at which the Domestication became effective, the “Domestication Effective Time”). At the Domestication Effective Time (i) each Class A Ordinary Share of Haymaker that was issued and outstanding immediately prior to the Domestication Effective Time converted automatically, on a one-for-one basis, into one share of Class A common stock of Haymaker post-Domestication, (ii) each Class B Ordinary Share of Haymaker that was issued and outstanding immediately prior to the Domestication Effective Time converted automatically, on a one-for-one basis, into one share of Class B common stock of Haymaker post-Domestication, and (iii) each then-issued and outstanding private warrant to purchase Class A Ordinary Shares of Haymaker prior to the Domestication converted automatically, on a one-for-one basis, into one private warrant to purchase Class A common stock of Haymaker post-domestication (“Haymaker Private Warrants”).

At the effective time of the Initial Merger, among other things, (i) Sponsor distributed 2,800,000 shares of Class A common stock of Haymaker (the “Dothan Founder Shares”) and 398,800 Haymaker Private Warrants to Dothan Independent, (ii) each share of Class A common stock of Haymaker issued and outstanding immediately prior to the effective time of the Initial Merger was canceled and converted into one share of Class A common stock of us, (iii) each share of Class B common stock of Haymaker issued and outstanding immediately prior to the effective time of the Initial Merger was canceled and converted into one share of Class B common stock of us and (iv) each then-outstanding Haymaker Private Warrant was automatically assumed and converted into a private warrant to purchase one share of Class A common stock of us.

At the effective time of the Acquisition Merger, among other things, (i) each share of Class B common stock of Haymaker post-domestication issued and outstanding immediately prior to the effective time of the Acquisition Merger (other than the Dothan Founder Shares) was converted into and exchanged, on a one-for-one basis, into one share of Class A common stock of us, (ii) we issued 14,117,894 shares of Class A common stock to members of CPH, (iii) we issued 3,481,776 shares of restricted Class A common stock upon the cancelation and conversion of certain incentive units previously granted to management of CPH, (iv) we issued 18,414,609 shares of Class B common stock to members of CPH, and (v) we issued 2,500,000 shares of Class B common stock of the Company to Dothan Independent.

In addition, as previously disclosed, we previously entered into subscription agreements (the “PIPE Subscription Agreements”) with certain institutional investors (collectively, the “PIPE Investors”), pursuant to which (i) immediately prior to the effective time of the Acquisition Merger, we issued and sold to certain of the PIPE investors in a private placement an aggregate of 8,691,573 shares of Class A common stock and pre-funded warrants to purchase 2,525,094 shares of Class A common stock and (ii) at the effective time of the Acquisition Merger, we issued and sold to certain of the PIPE investors in a private placement an aggregate of 6,162,009 shares of Class A common stock, for an aggregate total subscription amount of $167.1 million.

Further, on the Closing Date, immediately prior to the closing of the Acquisition Merger, we issued 26,000 shares of the our Series A Preferred Stock pursuant to a securities exchange agreement with holders of CPH’s senior preferred units.

In connection with the closing of the Business Combination, holders of 12,628,150 Class A Ordinary Shares of Haymaker sold in Haymaker’s initial public offering properly exercised their right to have their shares redeemed for a pro rata portion of the trust account holding the proceeds from Haymaker’s initial public offering, and on April 8, 2026, prior to the Domestication, Haymaker redeemed 12,628,150 Class A Ordinary Shares of Haymaker for $11.57 per share.

Accordingly, the consolidated financial statements prior to the Closing Date represent those of CPH, while the equity structure (i.e., number and type of shares outstanding) reflects the legal capital structure of us after the Business Combination, retroactively adjusted to reflect the applicable exchange ratios as of the earliest presented period. Additional information regarding the accounting is included in "Item 1. Financial Statements Note 3. – Reverse Recapitalization".

On June 30, 2026, we entered into the Commitment Increase and Fifth Amendment. The Fifth Amendment increased the Revolving Credit Facility commitments by $25.0 million, resulting in total revolving commitments of $50.0 million, and established a DDTL Facility with aggregate commitments of up to $175.0 million. The Fifth Amendment also added new lenders to the lending syndicate and reallocated lender participation interests among existing and newly admitted lenders.

On April 28, 2026, we and certain of our subsidiaries entered into the Fourth Amendment. The Fourth Amendment, among other things, permits the consummation of certain acquisitions, including the joinder to the Amended Credit Agreement of Purchaser Holdco, which was formed in connection with the Hope Concrete Acquisition.

On April 7, 2026, we entered into a Limited Consent and Third Amendment with our lenders and administrative agent. The Third Amendment, among other things, (i) provided lender consent for the consummation of our business combination transaction, including a prepaid forward transaction entered into in connection therewith, (ii) modified certain financial covenant definitions and calculations, including the Consolidated Fixed Charge Coverage Ratio, and (iii) updated certain collateral and administrative provisions of the Credit Agreement.

On March 25, 2026, we entered into the Second Amendment. The Second Amendment, among other things, (i) provides consent to the consummation of the Business Combination and related transactions, including the redemption and conversion of certain equity interests, (ii) permits equity issuances in connection with the transaction, including the PIPE Financing and other share issuances, (iii) amends and restates the Credit Agreement, and (iv) updates certain collateral and organizational provisions in connection with the transaction.

For additional information, please see the section titled “Liquidity and Capital Resources – Credit Agreement.”

Components of Our Results of Operations

We generate revenue primarily from the production and delivery of ready-mix concrete. Revenue is recognized at a point in time when control of the product has transferred to the customer, typically upon delivery to the job site. Our concrete is sold under short-term purchase orders or master service agreements. Revenue is driven by the volume of cubic yards delivered, the average sales price per cubic yard and the type of concrete mix required for the job. Our pricing strategy also incorporates value-added services, including specialized admixtures, customized mix formulations and on-site quality control. Our sales are sensitive to fluctuations in construction activity across the public infrastructure, commercial and residential sectors. Seasonality and weather can also impact delivery schedules and job site activity, particularly during the winter months.

Cost of Goods Sold

Cost of goods sold consists of all materials and direct costs associated with the production and delivery of concrete. This includes cement, fly ash, aggregates, admixtures, plant labor, equipment maintenance, truck driver wages, fuel, permits and tags, and other plant-level expenses. Cost of goods sold also includes depreciation of production-related property. Costs may fluctuate based on raw material pricing, labor availability, and plant utilization rates.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses (“SG&A expenses”) include corporate and regional administrative costs such as salaries and benefits for administrative personnel, insurance, rent, professional services, and IT and compliance-related expenses. SG&A also includes amortization of customer relationship intangibles and depreciation of property and equipment not directly attributable to production, and other recurring overhead costs.

Gross profit represents revenues less cost of goods sold. Gross profit is impacted by a combination of delivered volumes, realized pricing, mix of projects, and cost structure. Our gross margin can fluctuate based on weather conditions, seasonality, raw material costs, and our ability to effectively utilize plant and fleet capacity. Periods with higher delivered volumes generally allow for stronger fixed cost absorption, which enhances gross margin, while lower volumes can result in higher per-unit costs and margin compression.

Acquisition-Related Costs

Acquisition-related costs primarily consist of costs incurred in connection with acquisitions, integration activities, and other strategic or capital markets initiatives. These costs are expensed as incurred and may fluctuate significantly between periods depending on the level and timing of acquisition and financing activity.

Other Income (Expense)

Other income (expense) primarily consists of interest expense and other non-operating items. Interest expense relates mainly to borrowings under the Term Loan and the Revolving Credit Facility and includes the amortization of debt issuance costs. Interest expense is presented net of immaterial interest income, and no material amounts of interest were capitalized during the periods presented. Other non-operating expenses include miscellaneous non-operating items that are not directly related to the Company’s core operating activities.

Results of Operations

The following table summarizes our operating results for the periods indicated (in thousands):

* percentage change not meaningful

The following table summarizes our operating results for the periods indicated (in thousands):

* percentage change not meaningful

Revenue

Revenue was $97.2 million and $159.1 million for the three and six months ended June 30, 2026, respectively, compared to $39.5 million and $77.2 million in the same periods in 2025, an increase of $57.7 million and $81.8 million, or 146.2% and 105.9%, respectively. The increase in revenue includes $53.7 million and $72.8 million of revenue for the three and six months ended June 30, 2026, respectively, attributable to acquisitions completed since June 30, 2025. The remaining increase in revenue was from our legacy operations due to strong demand across our residential, infrastructure, and commercial end markets.