The shares of Common Stock issuable as Stock Consideration pursuant to the Merger Agreement will be issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), in a transaction not involving a public offering. Such shares will be issued to the Stockholders in exchange for their equity interests in Target pursuant to the Mergers. In the Merger Agreement, each Stockholder represented, among other things, t…

Entry into a Material Definitive Agreement. Agreement and Plan of Merger On October 13, 2026, Cardinal Infrastructure Group Inc. (“Cardinal”) entered into an Agreement and Plan of Merger (the “Original Merger Agreement”) by and among Cardinal, CHBC Intermediate Holdco, Inc., a Delaware corporation and wholly owned subsidiary of Cardinal (“Merger Sub 1”), CHBC Holding Company, LLC, a Delaware limited liability company and wholly owned subsidiary of Cardinal (“Merger Sub 2”), HBC Holdco, Inc.,…

Unregistered Sales of Equity Securities. On October 1, 2026 (the “Closing Date”), Cardinal Infrastructure Group Inc., a Delaware corporation (the “Company”), consummated its acquisition (the “Acquisition”) of Allied Paving Contractors, Inc. (“Allied Paving”). The Company paid approximately $115.0 million as consideration for the Acquisition, which consisted of (i) an aggregate of approximately $88.9 of cash and (ii) 1,006,796 shares of the Company’s Class A Common Stock, par value $0.0001 per…

Entry into a Material Definitive Agreement. Amendment to Credit Agreement On September 10, 2026, Cardinal Civil Contracting, LLC (the “Borrower”), which is a subsidiary of Cardinal Infrastructure Group Inc. (the “Company”), the other guarantors party thereto, the lenders party thereto and Truist Bank (“Truist Bank”), as administrative agent, issuing bank and swingline lender, entered into a second amendment to the credit agreement (the “Second Amendment”), which amends the Credit Agreement, d…

Results of Operations and Financial Condition. On August 11, 2026, Cardinal Infrastructure Group Inc. (the “Company”) issued a press release announcing its financial results of operations for the quarter ended June 30, 2026, and other related information. Also on August 11, 2026, the Company made available on its website at www.cardinalinfrastructuregroup.com certain supplemental information concerning the Company’s financial results and operations for the quarter ended June 30, 2026. Copies…

Results of Operations and Financial Condition. On May 12, 2026, Cardinal Infrastructure Group Inc. (the “Company”) issued a press release announcing its financial results of operations for the quarter ended March 31, 2026, and other related information. Also on May 12, 2026, the Company made available on its website at www.cardinalinfrastructuregroup.com certain supplemental information concerning the Company’s financial results and operations for the quarter ended March 31, 2026. Copies of s…

Results of Operations and Financial Condition. On March 19, 2026, Cardinal Infrastructure Group Inc. (the “Company”) issued a press release announcing its financial results of operations for the year ended December 31, 2025, and other related information. Also on March 19, 2026, the Company made available on its website at www.cardinalinfrastructuregroup.com certain supplemental information concerning the Company’s financial results and operations for the year ended December 31, 2025. Copies…

Director — Anthony L. Wood: Anthony L. Wood, President of a recently acquired company, was appointed to the Board of Directors.

Entry into a Material Definitive Agreement. A.L. Grading Contractors Acquisition On February 18, 2026, Cardinal Infrastructure Group Inc. (the “Company,” “Cardinal,” “we”, “us”, or “our”) and Cardinal Civil Contracting Holdings LLC, a controlled subsidiary of the Company (“Purchaser”), completed (the “Closing”) the acquisition (the “Acquisition”) of all of the equity interests in A.L. Grading Contractors, LLC (“ALGC”) pursuant to a membership interests purchase and contribution agreement (the…

Results of Operations and Financial Condition On February 19, 2026, the Company issued a press release announcing, among other things, the Acquisition and certain preliminary estimated results for the Company’s fiscal year ended December 31, 2025. As provided in General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange A…

Completion of Acquisition or Disposition of Assets. The information set forth under

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

The Common Units and shares of Class B Common Stock were offered and sold pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) as offers and sales not involving any public offering. In addition, the Seller and Seller Owners made representations and warranties to the Company in the Purchase Agreement regarding, among other things, each of their status as an accredited investor and investment intent.

The filing describes various agreements and a credit agreement amendment, not a management change.

Completion of Acquisition or Disposition of Assets . As previously disclosed in connection with the initial public offering (the “ Offering ”) by Cardinal Infrastructure Group Inc. (the “ Company ”) of its Class A common stock, par value $0.0001 (the “ Common Stock ”), described in the prospectus (the “ Prospectus ”), dated December 9, 2025, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “ Securities Act ”), which is de…

Material Modification to Rights of Security Holders. The information set forth under

Entry into a Material Definitive Agreement. In connection with the initial public offering (the “ Offering ”) by Cardinal Infrastructure Group Inc. (the “ Company ”) of its Class A Common Stock, par value $0.0001 (the “ Common Stock ”), described in the prospectus (the “ Prospectus ”), dated December 9, 2025, filed with the Securities and Exchange Commission (the “ Commission ”) pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “ Securities Act ”), which is deemed to be p…

Unregistered Sales of Equity Securities. In connection with the Offering, the Company issued 30,887,813 shares of Class B Common Stock of the Company, par value $0.0001 per share, to the Members (as defined in the A&R LLCA), which include certain members of management and our board of directors, on a one-to-one basis equal to the number of common membership interests of OpCo it owns, in exchange for nominal consideration (the “ Exchange ”). No underwriters were involved in the issuance and sa…