Cardinal Infrastructure Group Inc.

Current report

During the three months ended June 30, 2026, the Company issued 339,426 shares of Class A Common Stock to stockholders upon the conversion of the same number of shares of our Class B Common Stock and an equal number of LLC Units of Cardinal Civil Contracting Holdings LLC held by and at the election of such stockholders in accordance with our certificate of incorporation. The issuance of the Class A Common Stock in this transaction was made in reliance on the exemption from registration under Section 3(a)(9) of the Securities Act of 1933, as amended. No or other remuneration was paid or given directly or indirectly for soliciting the exchange of these securities.

Current report

On June 24, 2026, we completed an underwritten public offering of 4,600,000 shares of our Class A Common Stock, which included 600,000 shares issued upon the underwriters' full exercise of their over-allotment option, at a price to the public of $73.00 per share. We received net proceeds of approximately $318.4 million, after deducting underwriting discounts and commissions, in addition to offering expenses of approximately $568,000.

Current report

We used the net proceeds to purchase 4,600,000 newly issued LLC Units directly from Cardinal for approximately $318.4 million in the aggregate. Cardinal used $33 million of such net proceeds to repay borrowings outstanding under its October 2025 Credit Facility and intends to use the remaining net proceeds for general corporate purposes, which may include funding for acquisitions, working capital requirements, capital expenditures and the repayment, refinancing, redemption or repurchase of indebtedness or other securities.

Previous report

There were no offerings of registered securities and therefore no planned use of proceeds from such offerings during the quarterly period covered by the Quarterly Report. As described within “Part II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” in our 2025 Form 10-K, on December 11, 2025, Cardinal Group completed the IPO, in which it issued and sold 11,500,000 shares of Class A Common Stock at the public offering price of $21.00 per share, resulting in net proceeds of $224.6 million after deducting the underwriting discount but before expenses. On December 11, 2025, the underwriters exercised their option to purchase an additional 1,725,000 shares of our Class A Common Stock at the public offering price of $21.00 per share, resulting in total issued shares of 13,225,000. This option exercise closed on December 12, 2025, resulting in additional net proceeds to us of $36.2 million after deducting the underwriting discount. The managing underwriters of the IPO were Stifel, Nicolaus & Company, Incorporated and William Blair & Company, L.L.C.

Previous report

Our offering expenses (other than the underwriting discount) were approximately $5.3 million. The Registration Statement on Form S-1 (File No. 333-290850) for the IPO was declared effective by the SEC on December 9, 2025.

Previous report

Through the filing date of this Report, we have used the net proceeds from the IPO, including the net proceeds from the exercise of the underwriters’ option to purchase additional shares of Class A Common Stock, to purchase 14,943,750 LLC units for $258.3 million in aggregate from each Continuing Equity Holder. Cardinal used the net proceeds from the issuance of LLC units to Cardinal Group (i) to redeem LLC units from certain Continuing Equity Holders for $157.5 million in aggregate at a price per unit equal to the initial public offering price per share of Class A Common Stock, (ii) to repay approximately $24.3 million of borrowings outstanding under our October 2025 Credit Facility, (iii) to pay IPO costs of $6.0 million, (iv) to pay $48.6 million cash consideration for our acquisition of ALGC, (v) to pay $12.6 million in costs related to the installation of machinery and equipment, and (vi) Cardinal has used the remaining net proceeds from the IPO to pay $9.3 million related to working capital and general corporate purposes.

Previous report

Other than the use of IPO Proceeds to pay for the installation of machinery equipment, as disclosed above, there has been no material change in the planned use of proceeds from the IPO from those described within the 2025 Form 10-K filed on March 23, 2026 and the final prospectus dated December 9, 2025 and filed on December 10, 2025 with the SEC pursuant to Rule 424(b) under the Securities Act.

Previous report

None.