Cardinal Infrastructure Group Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

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.

Issuer Purchases of Equity Securities

None.

Use of Proceeds

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.

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.

Dividends

See “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Sources of Capital” for a discussion of working capital restrictions and other limitations upon the payment of dividends.