ALGC deal reshapes Cardinal Infrastructure (Nasdaq: CDNL) financials

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K/A

Rhea-AI Filing Summary

Cardinal Infrastructure Group Inc. filed an amended report to add full financials for its newly acquired subsidiary, A.L. Grading Contractors (ALGC), and detailed pro forma results. ALGC generated $164.5 million in 2025 contract revenue and $33.5 million in net income, with strong operating cash flow of $41.6 million.

The unaudited pro forma statements show Cardinal including ALGC and related financing, including an $80 million increase in its term loan facility to $200 million to help fund total ALGC consideration of about $254.7 million, split among cash, equity units, Class A shares and contingent consideration. Pro forma 2025 combined revenue is $620.5 million, with net income attributable to the company of about $12.5 million, reflecting purchase accounting, new intangibles and higher interest costs.

Insights

Large ALGC acquisition boosts scale but adds leverage and complexity.

Cardinal is layering A.L. Grading Contractors into its infrastructure platform with an estimated $254.7 million purchase price. Consideration mixes $117.8 million cash, assumed liabilities, rollover LLC units valued at $102.8 million, and $8.5 million in Class A shares, plus $15.3 million of contingent Tax Receivable and Tax Benefit obligations.

ALGC’s 2025 profile is attractive in absolute terms: contract revenue of $164.5 million, net income of $33.5 million, and operating cash flow of $41.6 million. However, purchase accounting introduces $97.1 million of amortizable intangibles and $104.1 million of goodwill, materially increasing non-cash amortization expense.

Financing relies heavily on debt: the Truist term loan increases from $120.0 million to $200.0 million, with about $80.0 million incremental borrowings and new issuance costs. Pro forma interest expense of roughly $4.8 million tied to the incremental facility and TRA/TBA liabilities of $15.3 million will weigh on reported earnings, even as the combined business posts pro forma 2025 revenue of $620.5 million.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

ALGC 2025 contract revenue: $164,452,065 ALGC 2025 net income: $33,526,690 ALGC operating cash flow: $41,599,334 +5 more

8 metrics

ALGC 2025 contract revenue $164,452,065 Year ended December 31, 2025

ALGC 2025 net income $33,526,690 Year ended December 31, 2025

ALGC operating cash flow $41,599,334 Cash flows from operating activities, 2025

Total ALGC consideration $254,673,679 Estimated purchase price for ALGC acquisition

Term loan facility size $200,000,000 Amended Truist term loan after $80M increase

Goodwill from ALGC deal $104,097,314 Preliminary purchase price allocation under ASC 805

Identifiable intangibles acquired $97,100,000 Customer relationships, backlog, trade name, noncompetes

Pro forma 2025 revenue $620,497,434 Combined Cardinal and ALGC, year ended December 31, 2025

Key Terms

Variable Interest Entities, Tax Receivable Agreement, umbrella partnership-C corporation, contingent consideration, +2 more

6 terms

Variable Interest Entities financial

"The Company has concluded that the consolidated Affiliates meet the definition of Variable Interest Entities (VIEs)"

A variable interest entity (VIE) is a business that a company controls through contracts or special arrangements instead of owning a majority of its shares, like steering a puppet without holding its ticket. Investors care because these arrangements can hide who really bears the financial risks and rewards, affect how assets and liabilities appear on financial statements, and create extra legal or enforcement uncertainty that can change the value and risk of an investment.

Tax Receivable Agreement financial

"Under the Tax Receivable Agreement, the Continuing Equity Holders are entitled to 85.0% of certain cash tax benefits"

A contract in which a company agrees to pay a specified party (often former owners after a spinoff or IPO) a share of future tax savings the company realizes. Think of it like agreeing to share a future tax refund with someone who helped create the conditions for that refund. For investors it matters because those payments reduce the cash the company can use for dividends, buybacks, or reinvestment, and therefore affect valuation and returns.

umbrella partnership-C corporation financial

"The resulting umbrella partnership-C corporation (“Up-C”) structure allows the Continuing Equity Holders to retain flow-through tax treatment"

contingent consideration financial

"the Company recognized the TRA and TBA obligations as contingent consideration at acquisition-date fair value"

Contingent consideration is an additional payment agreed when one company buys another that will be paid later only if specific future targets are met, such as revenue, profit, or regulatory milestones. It matters to investors because it shifts risk between buyer and seller and affects the acquiring company's future cash flow and reported value — like promising a bonus after results are proven.

Membership Interest Purchase and Contribution Agreement financial

"entered into a Membership Interest Purchase and Contribution Agreement (MIPA) under which it was acquired"

Acquisition Financing financial

"the additional borrowings thereunder, the “Acquisition Financing ”"

Acquisition financing is the money a buyer uses to pay for another company, typically drawn from cash on hand, new loans, or by selling new shares. Think of it like choosing between a mortgage, a personal loan, or crowdfunding to buy a house; each choice affects monthly costs, ownership stakes and long-term risk. Investors watch these choices because they change a buyer’s debt load, interest costs, and potential share dilution, all of which influence future returns and company stability.

Understanding 8-K Material Events →

05/06/2026 - 04:30 PM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): February 18, 2026

    

Cardinal Infrastructure Group Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-43004	39-3180206
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

100 E. Six Forks Road, #300
Raleigh, North Carolina		27609
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 919 324-1964

    

(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:

☐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
Class A Common Stock, $0.0001 Par Value	CDNL	The Nasdaq Stock Market LLC

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 ☒

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. ☒

Explanatory Note

As previously disclosed in the Current Report on Form 8-K filed by Cardinal Infrastructure Group Inc. (the "Company") with the Securities and Exchange Commission on February 19, 2026 (the "Initial Form 8-K"), on February 18, 2026, the Company and its controlled subsidiary, Cardinal Civil Contracting Holdings LLC, consummated the acquisition of 100% of the equity interests in A.L. Grading Contractors, LLC ("ALGC") on February 18, 2026.

This Amendment No. 1 to the Initial Form 8-K (this "Amendment") is being filed solely to amend the Initial Form 8-K to include the financial statements of a business acquired required by Item 9.01(a) of Form 8-K and the pro forma financial information required by Item 9.01(b) of Form 8-K. Except for the foregoing, this Amendment does not modify or update any other disclosure contained in the Initial Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The audited consolidated financial statements as of and for the years ended December 31, 2025 and 2024 for A.L. Grading
Contractors, Inc. (the predecessor corporation to ALGC) are attached as Exhibit 99.1, to this Form 8-K/A and incorporated herein by reference. Such financial statements were prepared in accordance with U.S. generally accepted accounting principles as issued by the Financial Accounting Standards Board.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed consolidated financial information as of December 31, 2025 and for the year ended December 31, 2025, related to the Company’s acquisition of ALGC are attached as Exhibit 99.2 to this Form 8-K/A and incorporated herein by reference.


Exhibit Number		Description

23.1		Consent of Warren Averett, LLC.

99.1		Audited consolidated financial statements of A.L. Grading Contractors, Inc. and affiliates as of and for the years ended December 31, 2025 and December 31, 2024.

99.2		Unaudited pro forma condensed consolidated financial information of the Company as of December 31, 2025 and for the year ended December 31, 2025.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			CARDINAL INFRASTRUCTURE GROUP INC.

Date:	May 6, 2026	By:	/s/ Mike Rowe
			Mike Rowe Chief Financial Officer

Exhibit 99.1

A. L. GRADING CONTRACTORS, INC. AND AFFILIATES

CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024

The report accompanying this deliverable was issued by Warren Averett, LLC.

www.warrenaverett.com

A. L. GRADING CONTRACTORS, INC. AND AFFILIATES TABLE OF CONTENTS

DECEMBER 31, 2025 AND 2024


INDEPENDENT AUDITORS’ REPORT	1
FINANCIAL STATEMENTS
Consolidated Balance Sheets	3
Consolidated Statements of Income and Retained Earnings	4
Consolidated Statements of Cash Flows	5
Notes to the Consolidated Financial Statements	6

3500 Lenox Road, Suite 1600

Atlanta, GA 30326

770.396.1100

warrenaverett.com

INDEPENDENT AUDITORS’ REPORT

To the Stockholders

A. L. Grading Contractors, Inc.

Opinion

We have audited the accompanying consolidated financial statements of A. L. Grading Contractors, Inc. and Affiliates, which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the related consolidated statements of income and retained earnings, and cash flows for the years then ended, and the related notes to the consolidated financial statements.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of A. L. Grading Contractors, Inc. and Affiliates as of December 31, 2025 and 2024, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audits of the Financial Statements section of our report. We are required to be independent of A. L. Grading Contractors, Inc. and Affiliates and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about

A. L. Grading Contractors, Inc. and Affiliates’ ability to continue as a going concern within one year after the date that the consolidated financial statements are available to be issued.

Auditors’ Responsibilities for the Audits of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and, therefore, is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

In performing an audit in accordance with generally accepted auditing standards, we:

•

Exercise professional judgment and maintain professional skepticism throughout the audits.

•

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

•

Obtain an understanding of internal control relevant to the audits in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness A. L. Grading Contractors, Inc. and Affiliates’ internal control. Accordingly, no such opinion is expressed.

•

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.

•

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about A. L. Grading Contractors, Inc. and Affiliates’ ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audits, significant audit findings and certain internal control related matters that we identified during the audits.

Atlanta, Georgia April 9, 2026

A. L. GRADING CONTRACTORS, INC. AND AFFILIATES

CONSOLIDATED BALANCE SHEETS

AS AT DECEMBER 31, 2025 AND 2024


	ASSETS
		2025	2024
CURRENT ASSETS Cash		$ 6,551,063	$ 3,277,643
Contract receivables		16,468,250	22,626,641
Contract assets		14,079,147	13,467,520
Other current assets		802,333	143,863
Total current assets		37,900,793	39,515,667
PROPERTY AND EQUIPMENT Heavy machinery		64,537,862	61,096,068
Vehicles		6,290,243	5,125,703
Building		1,219,035	1,219,035
Land		572,217	572,217
Computer equipment and software		54,531	42,871
Furniture and fixtures		140,342	70,585
Leasehold improvements		331,242	331,242
		73,145,472	68,457,721
Less accumulated depreciation		(37,863,976)	(32,524,271)
Net property and equipment		35,281,496	35,933,450
OTHER ASSETS		36,000	336,000
TOTAL ASSETS		$ 73,218,289	$ 75,785,117

LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES


Accounts payable	$ 12,701,534	$ 10,698,625
Accrued expenses	772,177	913,308
Contract liabilities	2,054,252	8,361,315
Notes payable, current portion	6,936,685	7,961,000
Total current liabilities	22,464,648	27,934,248
LONG-TERM LIABILITIES
Notes payable, less current portion	4,142,635	7,933,051
TOTAL LIABILITIES	26,607,283	35,867,299
STOCKHOLDERS’ EQUITY
Common stock – $1 par value; 100,000 shares
authorized; 424 shares issued and outstanding
as of December 31, 2025 and 2024	424	424
Additional paid-in capital	30,791	330,791
Retained earnings	46,579,791	39,586,603
Total stockholders’ equity	46,611,006	39,917,818
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 73,218,289	$ 75,785,117

See notes to the consolidated financial statements.

A. L. GRADING CONTRACTORS, INC. AND AFFILIATES

CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024


	2025	2024
CONTRACT REVENUES	$164,452,065	$152,090,361
COSTS OF CONTRACT REVENUES	121,096,669	117,801,361
GROSS PROFIT	43,355,396	34,289,000
GENERAL AND ADMINISTRATIVE EXPENSES	8,837,828	7,212,464
INCOME FROM OPERATIONS	34,517,568	27,076,536
OTHER INCOME (EXPENSE) Other income	421,861	106,953
Interest income	216,341	219,863
Interest expense	(245,080)	(339,671)
Income tax expense	(1,384,000)	(1,201,275)
Net other income (expense)	(990,878)	(1,214,130)
NET INCOME	33,526,690	25,862,406
STOCKHOLDER DISTRIBUTIONS	(26,533,502)	(18,923,318)
RETAINED EARNINGS AT BEGINNING OF YEAR	39,586,603	32,647,515
RETAINED EARNINGS AT END OF YEAR	$ 46,579,791	$ 39,586,603

A. L. GRADING CONTRACTORS, INC. AND AFFILIATES CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

See notes to the consolidated financial statements.


	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES Net income	$ 33,526,690			$ 25,862,406
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation	7,267,864			6,360,126
Loss (gain) on sale of property and equipment	361,771			(43,131)
Decrease (increase):
Contract receivables	6,158,391			(6,203,611)
Contract assets	(611,627)			(5,016,303)
Other current assets	(658,470)			162,897
Increase (decrease):
Accounts payable	2,002,909			1,590,542
Accrued expenses	(141,131)			207,610
Contract liabilities	(6,307,063)			1,080,391
Net cash provided by operating activities	41,599,334			24,000,927
CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from disposals of property and equipment	347,750			374,348
Purchase of property and equipment	(3,502,403)			(2,576,769)
Net cash used in investing activities	(3,154,653)			(2,202,421)
CASH FLOWS FROM FINANCING ACTIVITIES Principal payments on notes payable	(8,637,759)			(8,461,687)
Stockholder distributions	(26,533,502)			(18,923,318)
Net cash used in financing activities	(35,171,261)			(27,385,005)
NET INCREASE (DECREASE) IN CASH	3,273,420			(5,586,499)
CASH AT THE BEGINNING OF YEAR	3,277,643			8,864,142
CASH AT THE END OF YEAR	$ 6,551,063			$ 3,277,643
SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash paid for interest	$ 245,080			$ 339,671
Noncash activities:
Purchase of equipment with proceeds from notes payable	$	3,823,028	$		9,006,020

A. L. GRADING CONTRACTORS, INC. AND AFFILIATES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

DESCRIPTION OF BUSINESS

Nature of Operations

A. L. Grading Contractors, Inc. (the Company) was incorporated in the state of Georgia on April 1, 1993. The Company is engaged in the business of construction grading and installation of underground utilities throughout Georgia. The work is generally performed under fixed-price contracts which vary in length but are typically less than one year.

The Company has concluded that the consolidated Affiliates meet the definition of Variable Interest Entities (VIEs) and that the Company is the primary beneficiary in these VIEs. Accordingly, the net assets and results of operations of the VIEs are included in the consolidated financial statements of the Company.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of A. L. Grading Contractors, Inc. and related VIEs: ALW Equipment, LLC, Wood Equipment, LLC, and 105 PIB Group, LLC. All significant intercompany transactions and balances have been eliminated in consolidation.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).

Allowance for Credit Losses

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) Topic 326, Financial Instruments – Credit Losses, which significantly changed how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The most significant change in this standard is a shift from the incurred loss model to the expected loss model. Under the standard, disclosures are required to provide users of the financial statements with useful information in analyzing an entity’s exposure to credit risk and the measurement of credit losses. Financial assets held by the Company that are subject to the guidance in FASB ASC 326 were contract receivables.

The Company adopted the standard effective January 1, 2024. The impact of the adoption was not considered material to the consolidated financial statements and primarily resulted in new/enhanced disclosures only.

Revenue and Cost Recognition

Contract Revenues and Cost Recognition

In the process of performing its construction contracts with its customers, the Company considers each contract to be one performance obligation, unless the circumstances dictate otherwise. Revenue is recognized as the work is performed over time and it is arrived at by determining the amount of cost incurred as it relates to total estimated cost after giving effect to the most recent estimates of cost to complete.

A. L. GRADING CONTRACTORS, INC. AND AFFILIATES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

Contract costs include all direct material, labor, subcontractor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and depreciation. Provisions for estimated losses, if any, on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions and estimated profitability, including those arising from contract penalty provisions and final contract settlements, may result in revisions to costs and income and are recognized in the period in which the revisions are determined. Profit incentives are included in revenues when their realization is reasonably assured. An amount equal to contract costs attributable to unapproved change orders is included in revenues when realization is probable and the amount can be reliably estimated. Selling, general and administrative costs are charged to expense as incurred.

Consolidated Contracts

The Company evaluates whether two or more contracts should be consolidated and accounted for as one single contract and whether the consolidated or single contract should be accounted for as more than one performance obligation. This evaluation requires significant judgment and the decision to combine a group of contracts or separate the consolidated or single contract into multiple performance obligations which could change the amount of revenue and profit recorded in a given period.

Multiple Performance Obligations

From time to time, the Company may have contracts with multiple performance obligations, most commonly due to the contract covering multiple phases of a project. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using the Company’s best estimate of the standalone selling price of each distinct good or service in the contract.

Transaction Price

The nature of the Company’s contracts gives rise to several types of variable considerations, including claims and award and incentive fees. The Company includes in the contract estimates additional revenue for submitted contract modifications or claims against the customer when the Company believes it has an enforceable right to the modification or claim, the amount can be estimated reliably and its realization is probable. In evaluating these criteria, the Company considers the contractual/legal basis for the claim, the cause of any additional costs incurred, the reasonableness of those costs and the objective evidence available to support the claim. The Company includes award or incentive fees in the estimated transaction price, when there is a basis to reasonably estimate the amount of the fee. These estimates are based on historical award experience, anticipated performance and the Company’s best judgment at the time. Because of certainty in estimating these amounts, they are included in the transaction price of the contracts and the associated remaining performance obligations.

Contract Modifications

Contract modifications are routine in the performance of the Company’s contracts. Contracts are often modified to account for changes in the contract specifications or requirements. In most instances, contract modifications are for goods or services that are not distinct and, therefore, are accounted for as part of the existing contract.

A. L. GRADING CONTRACTORS, INC. AND AFFILIATES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

Contract Estimates

It is reasonably possible that changes in estimates may occur in the near term and those revisions and cost and revenue estimates are reflected in the period in which the facts that require the revisions become known. The contract assets represent revenue recognized in excess of amounts billed. The contract liabilities represent billings in excess of revenue recognized.

Disaggregation of Revenue

The Company operates as a grading and underground utility contractor throughout the southeastern United States. The Company is involved in grading, pipe installation and other related sitework services for its real estate development customers. Therefore, the Company’s viability is dependent on the strength of the real estate development marketplace and the Company’s ability to collect on its contracts.

Contract Receivables

Management routinely assesses the financial strength of its customers and, as a consequence, believes contract receivables at December 31, 2025 and 2024, are stated at the estimated net realizable value. Contract receivables are recorded net of any allowance for doubtful accounts considered necessary by management.

Contract receivables are recorded when invoices are issued and are presented in the consolidated balance sheets net of the allowance for credit losses. Contract receivables are written off against the allowance account when they are determined to be uncollectible. The allowance for credit losses is estimated based on the expected credit losses considering the Company's historical losses, the existing economic conditions in the construction industry and the financial stability of its customers. Bad debt recoveries are charged against the allowance for credit losses as realized.

At times, the Company’s customers request change orders due to changes in scope or conditions on a project. The Company and its customers agree in principle to the scope of the change orders, with the understanding that the change orders will be approved. As of December 31, 2025 and 2024, the Company has no material pending change orders.

Operating Cycle

Assets and liabilities arising from long-term construction activities, in which the operating cycle extends beyond one year, are classified as current in the financial statements. A one-year time period is used as a basis for classification of all other assets and liabilities.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported revenues and expenses. Actual results could differ from those estimates. Under the percentage of completion method of accounting, revenue recognized is based on cost incurred to date and management’s estimates of costs to complete. These estimates are reviewed by management monthly and adjusted accordingly. However, due to uncertainties inherent in the estimation process, actual results could differ from those estimates.

A. L. GRADING CONTRACTORS, INC. AND AFFILIATES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

Cash and Cash Equivalents

The Company considers deposits that can be redeemed on demand and investments that have original maturities of less than three months, when purchased, to be cash equivalents. As of December 31, 2025 and 2024, the Company had no cash equivalents.

Property and Equipment

Property and equipment is recorded at cost. Expenditures for major additions and improvements are capitalized, and minor replacements, maintenance and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for consolidated financial statement purposes. The estimated useful lives for property and equipment range from 3-15 years. Depreciation expense amounted to $7,267,864 and $6,360,126 in 2025 and 2024, respectively.

On December 31, 2025, ALW Equipment, LLC and Wood Equipment, LLC sold their property and equipment to A. L. Grading Contractors for $20.

Income Taxes

Effective January 1, 2008, the Company elected to be treated as a subchapter S corporation for federal income tax purposes. As a result, taxable income of the Company is reported and taxed on the personal income tax returns of the stockholders. Accordingly, no provision for federal income taxes has been recorded in these statements.

The Company elected to pay state income taxes on behalf of the owners as determined to be allowable under IRS Notice 2020-75. The Company recognized $1,384,000 and $1,201,275 in income tax expenses under this election in 2025 and 2024, respectively. In accordance with the FASB ASC 740, Income Taxes, management is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Management believes there are no uncertain tax positions at December 31, 2025 or 2024.

The Company could be subject to income tax examinations for its U.S. federal and state income taxes for the current tax year and previous filings for tax years 2024, 2023 and 2022, which are still open under the statute of limitations.

Fair Value of Financial Instruments

At December 31, 2025 and 2024, the carrying value of financial instruments such as cash, contract receivables, payables and notes payable approximate their fair values.

Advertising

The Company expenses advertising costs as incurred. Advertising expense totaled $280,259 and $169,429 in 2025 and 2024, respectively.

A. L. GRADING CONTRACTORS, INC. AND AFFILIATES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

Concentrations and Credit Risks

The Company maintains cash balances in various financial institutions. Deposit accounts at each of the institutions are insured up to $250,000, by the Federal Deposit Insurance Corporation (FDIC). As of December 31, 2025 and 2024, the Company exceeded the FDIC insured limits at a financial institution by approximately $12,912,000 and $4,763,000, respectively, which is the amount of the Company’s exposure to credit loss. The Company has not experienced any losses in such accounts and believes there is little or no exposure to any significant credit risk.

At December 31, 2025, approximately 50% of the Company’s billed contract receivables were related to contracts with three customers and approximately 37% of total revenue were related to contracts with two customers.

At December 31, 2024, approximately 45% of the Company’s billed contract receivables were related to contracts with three customers and approximately 50% of total revenue were related to contracts with four customers.

Stockholders’ Equity

On December 31, 2025, the stockholder’s of Wood Equipment, LLC and ALW Equipment, LLC distributed the remaining assets and capital to the stockholders through distributions.

Subsequent Events

The Company has evaluated events and transactions that occurred between December 31, 2025 and April 9, 2026 which is the date the consolidated financial statements were available to be issued, for possible recognition or disclosure in the consolidated financial statements. Refer to Note 9.

CONTRACT RECEIVABLES AND RETAINAGE

Contract receivables and retainage consist of the following at:


	December 31,	December 31,	January 1,
	2025	2024	2024
Completed contracts, including retainage	$ -	$ 45,046	$ 8,865
Contracts in progress Trade receivables	12,730,909	21,568,492	15,165,354
Billed retainage receivable	3,737,341	1,013,103	1,248,811
Total contract receivables	$ 16,468,250	$ 22,626,641	$ 16,423,030

A. L. GRADING CONTRACTORS, INC. AND AFFILIATES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

CONTRACTS IN PROGRESS

Costs, estimated earnings and billings on contracts in progress are summarized as follows:


	2025 2024
Costs incurred on uncompleted contracts	$ 134,743,661 $ 177,052,912
Estimated earnings	40,953,738 49,218,416

Total costs incurred and estimated earnings 175,697,399 226,271,328 Less billings-to-date on uncompleted contracts (172,095,887) (231,723,876)

$ 3,601,512 $ (5,452,548)

Contracts in progress and unbilled retainage receivable are included in the consolidated balance sheets under the following captions:


	December 31,	December 31,	January 1,
Contract assets	2025	2024	2024
Costs and estimated earnings in excess of	$ 5,655,764	$ 2,908,767	$ 754,035
billings on uncompleted contracts Unbilled retainage receivable	8,423,383	10,558,753	7,697,182
Contract liabilities Billings in excess of costs and estimated earnings on uncompleted contracts	(2,054,252)	(8,361,315)	(7,280,924)
	$ 12,024,895	$ 5,106,205	$ 1,170,293

Unbilled retainage receivables represent amounts invoiced to customers where payments have been withheld pending the completion of certain milestones, other contractual conditions or upon the completion of the project. Retainage agreements vary from project to project and balances could be outstanding for several months or years depending on a number of circumstances such as contract-specific terms, project performance and other variables that may arise as the Company makes progress towards completion.

Unbilled retainage receivable is classified as a contract asset and represents amounts billed but not yet due, as final payment is contingent upon completion of the remaining project close-out requirements and customer acceptance. Unbilled retainage receivable classified as contract asset totaled $8,423,383, $10,558,753 and $7,697,182 for each of the periods presented above, respectively.

Costs and estimated earnings in excess of billings represent the excess of contract costs and profits (or contract revenue) over the amount of contract billings to date and are classified as a current asset. Costs and estimated earnings in excess of billings result when either 1) the appropriate contract revenue amount has been recognized over time in accordance with FASB ASC 606, Revenue Recognition, but a portion of the revenue recorded cannot be billed currently

A. L. GRADING CONTRACTORS, INC. AND AFFILIATES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

due to the billing terms defined in the contract, or 2) costs are incurred related to certain claims and unapproved change orders. Unapproved change orders occur when a change in the scope of work results in additional work being performed before the parties have agreed on the corresponding change in the contract price. The Company routinely estimates recovery related to unapproved change orders as a form of variable consideration at the most likely amount it expects to receive and to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Unapproved change orders are billable upon the agreement and resolution between the contractual parties and after the execution of contractual amendments. Increases in unapproved change orders typically result from costs being incurred against existing or new positions; decreases normally result from resolutions and subsequent billings.

Billings in excess of costs and estimated earnings represent the excess of contract billings to date over the amount of contract costs and profits (or contract revenue) recognized to date. The balance may fluctuate depending on the timing of contract billings and the recognition of contract revenue.

CONTRACT BACKLOG (REMAINING UNSATISFIED PERFORMANCE OBLIGATION)

The following schedule summarizes changes in backlog (remaining unsatisfied performance obligation) on contracts obtained during the year ended December 31, 2025. Backlog represents the amount of revenue the Company expects to realize from work to be performed on uncompleted contracts in progress at year-end and from contractual agreements on which work has not begun.


Backlog, December 31, 2024	$ 70,262,831
New contracts executed	168,004,020
Total	238,266,851
Less contract revenues earned	(164,452,065)
Backlog, December 31, 2025	$ 73,814,786

The Company estimates that its backlog as of December 31, 2025, will be satisfied over the next 12 months.

A. L. GRADING CONTRACTORS, INC. AND AFFILIATES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024


6. NOTES PAYABLE
Notes payable consists of the following as of December 31:
	2025	2024
Installment note, 6.34%, maturing in April 2028	$ 1,108,205	$ 1,535,513
Installment note, 0%, maturing in March 2028	948,412	-
Installment note, 0%, maturing in October 2027	831,145	1,284,496
Installment note, 0%, maturing in April 2028	824,538	-
Installment note, 0%, maturing in April 2028	573,487	819,267
Installment note, 0%, maturing in June 2028	562,702	-
Installment note, 0%, maturing in September 2027	486,954	765,213
Installment note, 5.59%, maturing in May 2027	479,118	795,207
Installment note, 2.99%, maturing in July 2026	388,700	971,834
Installment note, 4.00%, maturing in September 2026	369,955	846,337
Installment note, 0%, maturing in December 2026	368,350	736,700
Installment note, 0%, maturing in May 2028	363,495	-
Installment note, 0%, maturing in June 2027	314,112	512,499
Installment note, 0%, maturing in September 2027	312,137	490,501
Installment note, 0%, maturing in June 2027	298,448	486,941
Installment note, 0%, maturing in April 2027	293,253	513,193
Installment note, 0%, maturing in June 2027	290,615	474,162
Installment note, 0%, maturing in June 2027	282,783	461,383
Installment note, 0%, maturing in December 2026	263,753	527,507
Installment note, 0%, maturing in December 2026	249,443	498,887
Installment note, 0%, maturing in December 2026	220,293	440,587
Installment note, 0%, maturing in September 2027	182,461	281,985
Installment note, 0%, maturing August 2028	153,665	-
Installment note, 0%, maturing in December 2026	116,413	232,827
Installment note, 1.99%, maturing in September 2027	111,593	-
Installment note, 0%, maturing in December 2026	110,760	221,520
Installment note, 1.85%, maturing in April 2026	100,879	399,806
Installment note, 1.75%, maturing in October 2026	99,803	-
Installment note, 5.84%, maturing in April 2026	68,723	231,235
Installment note, 0%, maturing in September 2026	67,700	157,967
Installment note, 1.99%, maturing in August 2026	64,982	135,095
Installment note, 4.08%, maturing in April 2026	64,147	251,541

A. L. GRADING CONTRACTORS, INC. AND AFFILIATES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024


2025		2024
Installment note, 1.99%, maturing in September 2026	$ 47,520		$ 111,952
Installment note, 2.89%, maturing in January 2026	24,257		163,981
Installment note, 3.74%, maturing in January 2026	12,306		135,827
Installment note, 3.74%, maturing in January 2026	11,063		122,116
Installment note, 3.74%, maturing in January 2026	9,089		124,556
Installment note, 3.74%, maturing in January 2026	4,061		45,107
Installment note, 0%, matured in June 2025	-		243,636
Installment note, 1.90%, matured in September 2025	-		151,680
Installment note, SOFR+1.25%, paid off during 2025	-		145,139
Installment note, 1.99%, matured in March 2025	-		96,988
Installment note, 1.99%, matured in March 2025	-		96,988
Installment note, 0%, matured in March 2025	-		80,836
Installment note, 4.15%, matured in May 2025	-		70,646
Installment note, 1.99%, matured in March 2025	-		69,149
Installment note, 4.58%, matured in August 2025	-		64,381
Installment note, 1.99%, matured in March 2025	-		43,106
Installment note, 1.99%, matured in April 2025	-		40,586
Installment note, 3.21%, matured in March 2025	-		15,174
	11,079,320		15,894,051
Less current portion	(6,936,685)		(7,961,000)
Long-term portion	$ 4,142,635		$ 7,933,051

Future maturities of third-party notes payable at December 31, 2025, consist of the following:


Year Ending December 31,	Amount
2026	$ 6,936,685
2027	3,420,437
2028	722,198
Total	$ 11,079,320
The Company’s notes are secured by vehicles or equipment.

A. L. GRADING CONTRACTORS, INC. AND AFFILIATES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

RELATED PARTY TRANSACTIONS

During 2025 and 2024, the Company performed construction grading and installation of underground utilities for Heights Management & Development, LLC. During 2025 and 2024, the Company recognized revenue of $30,496 and $131,076 related to the contracts, respectively. As of December 31, 2025 and 2024, there were $0 and $46,942 related party receivables related to the contracts, respectively. As of December 31, 2025 and 2024, there were $0 and

$64,494 of revenues in excess of billings on uncompleted contracts related to the contract, respectively.

During 2025 and 2024, the Company performed construction grading and installation of underground utilities for Midland Commercial. During 2025 and 2024, the Company recognized revenue of $209,512 and $2,348,717 related to the contract, respectively. As of December 31, 2025 and 2024, there was $0 and $755,242 of related party receivables related to the contract, respectively. As of December 31, 2025 and 2024, there was $0 and $595,475 of revenue in excess of billings on uncompleted contracts related to the contract, respectively.

During 2025, the Company performed construction grading and installation of underground utilities for Green Lake Heirloom, LLC. During 2025, the Company recognized revenue of

$4,045,216 related to the contract. As of December 31, 2025, there was $901,294 related party receivables related to the contract. As of December 31, 2025, there was $763,044 of costs and earnings in excess of billings on uncompleted contracts related to the contract.

INSURANCE CAPTIVE

The Company holds less than 2% non-controlling equity interest in a privately held insurance captive (the “Captive”) that provides insurance coverage to the Company. The Company does not have board representation, substantive participating rights, or other arrangements that would allow it to direct the Captive’s significant activities, and therefore does not consolidate or account for the investment under the equity method. The investment does not have a readily determinable fair value and is accounted for under the measurement alternative in accordance with ASC 321 at cost, adjusted for observable price changes in orderly transactions for identical or similar securities of the same issuer and for impairment, if any. The Company evaluates the investment for impairment each reporting period based on qualitative factors. There are no side agreements, guarantees, or funding commitments beyond the initial investment. As of December 31, 2025 and 2024, the carrying value of the investment was $36,000, and no impairment or observable price adjustments were recorded during the years 2025 or 2024. The carrying value of the non- controlling interest in the insurance captive is presented in other assets on the consolidated balance sheets.

SUBSEQUENT EVENTS

Subsequent to year end, the Company entered into a Membership Interest Purchase and Contribution Agreement (MIPA) under which it was acquired by another entity for cash consideration, stock in the acquiring entity of approximately $242,000,000, subject to holdbacks and purchase price adjustments. The transaction closed on February 18, 2026, and resulted in

A. L. GRADING CONTRACTORS, INC. AND AFFILIATES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

a change in control of the Company. As part of the transaction, the outstanding notes payable on the balance sheet were paid in full to the respective lender.

The acquisition represents a nonrecognized subsequent event, and accordingly, no amounts related to this transaction have been recorded in the accompanying consolidated financial statements as of December 31, 2025.

In conjunction with the MIPA, the Company entered into lease agreements for the office space and an equipment maintenance facility. Under the terms of the agreements, the Company is committed to combined annual payments of $600,000, escalating annually, with a maturity date of December 2041.

Exhibit 99.2

Unaudited pro forma CONDENSED CONSOLIDATED financial information

The following unaudited pro forma condensed consolidated financial statements of Cardinal Infrastructure Group Inc. (the “Company,” “Cardinal Group,” “we,” “us” or “our”) have been prepared in accordance with Article 11 (“Article 11”) of Regulation S-X of the Securities and Exchange Commission to give effect to (i) the acquisition by Cardinal Civil Contracting Holdings LLC, a controlled subsidiary of the Company (“Cardinal” or the “Purchaser”), of all of the equity interests of A.L. Grading Contractors, LLC (“ALGC”), which closed on February 18, 2026 (the “ALGC Acquisition”), (ii) the related financing transactions, including the first amendment to the Purchaser’s credit agreement with Truist Bank that increased the term loan facility from $120.0 million to $200.0 million in aggregate principal amount (the “First Amendment” and the additional borrowings thereunder, the “Acquisition Financing ”), and (iii) the reorganization transactions and the Company’s initial public offering (the
IPO”) of Class A Common Stock that closed on December 11, 2025 ( the “Reorganization and Offering Transactions”).

The unaudited pro forma condensed consolidated balance sheet as of December 31, 2025 has been prepared as if the ALGC Acquisition and the Acquisition Financing occurred on December 31, 2025. The unaudited pro forma condensed consolidated statement of comprehensive income for the year ended December 31, 2025 has been prepared as if the ALGC Acquisition, the Acquisition Financing, and the Reorganization and Offering Transactions had each occurred on January 1, 2025.

The Company’s historical condensed consolidated balance sheet as of December 31, 2025 already reflects the Reorganization and Offering Transactions, each of which was consummated prior to December 31, 2025. As a result, no separate columns are presented for the Reorganization and Offering Transactions in the unaudited pro forma condensed consolidated balance sheet.

The unaudited pro forma condensed consolidated financial information has been derived from, and should be read in conjunction with: (i) the audited consolidated financial statements and accompanying notes of the Company as of and for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K, and (ii) the historical financial statements of A.L. Grading Contractors, Inc. (the predecessor corporation to ALGC) as of and for the year ended December 31, 2025, included as Exhibit 99.1 to the Current Report on Form 8-K/A to which this unaudited condensed consolidated pro forma financial information is an exhibit.

The Company has prepared the unaudited pro forma condensed consolidated financial information to reflect the accounting for the transactions described below in accordance with accounting policies generally accepted in the United States (“GAAP”). The unaudited pro forma condensed consolidated financial information reflects adjustments described in the accompanying notes that are based on available information and certain assumptions the Company believes are reasonable but are subject to change. The pro forma adjustments are preliminary and have been made solely for the purpose of providing the unaudited pro forma condensed consolidated financial information presented herein. Differences between these preliminary estimates and the final acquisition accounting may occur, and those differences could have a material impact on the unaudited pro forma condensed consolidated financial information and on the Company’s future results of operations and financial position.

The pro forma financial information is presented for informational purposes only and does not purport to represent the actual results of operations or financial position that would have occurred had the ALGC Acquisition, the Acquisition Financing and the Reorganization and Offering Transactions been consummated on the dates assumed, nor is it necessarily indicative of the Company’s future consolidated results of operations or financial position. The unaudited pro forma condensed consolidated financial information does not reflect any expected cost savings, operating synergies or revenue enhancements that may be realized following the ALGC Acquisition, or any costs to integrate the operations of ALGC or to achieve such cost savings, operating synergies or revenue enhancements.

As a public company, the Company expects to continue to incur additional annual expenses for, among other things, directors’ and officers’ liability insurance, director fees, costs for SEC reporting requirements, transfer agent fees, additional accounting, legal and administrative personnel, increased auditing and legal expenses, and other related costs. Due to the scope and complexity of these activities, the amount of such costs would be based on subjective estimates and assumptions that cannot be factually supported. Accordingly, the unaudited pro forma condensed consolidated financial information does not include any pro forma adjustments related to such costs.

Summary of the Transactions

ALGC Acquisition

On February 18, 2026, the Company, through the Purchaser, completed the ALGC Acquisition pursuant to a Membership Interests Purchase and Contribution Agreement, dated February 18, 2026 (the “Purchase Agreement”), with Diamond Interests Group, LLC (the “Seller”), ALGC, Anthony L. Wood, Jr. and Benjamin A. Wood (collectively, the “Seller Owners”). Pursuant to the Purchase Agreement, the Purchaser paid aggregate consideration consisting of (i) approximately $128.6 million in cash (subject to customary adjustments under the Purchase Agreement), (ii) 4,186,062 limited liability company units of the Purchaser (the “Common Units”) (together with an equal number of shares of the Company’s Class B Common Stock, $0.0001 par value per share, the “Class B Common Stock”), and (iii) 345,666 shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”) issued to employees of, and service providers to, ALGC at the direction of the Seller. The cash portion of the purchase price was funded

with a combination of cash on hand and incremental borrowings under the Purchaser’s amended credit facility.

ALGC is engaged in the business of providing infrastructure services to residential, industrial and commercial projects in the greater Atlanta, Georgia area. The ALGC Acquisition will be accounted for as a business combination under the acquisition method of accounting in accordance with FASB Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), with the Company as the accounting acquirer.

The historical financial information of A.L. Grading Contractors, Inc. reflected in the unaudited pro forma condensed consolidated financial information are those of the predecessor corporation, which was converted into a limited liability company organized in the State of Georgia on February 17, 2026 (immediately prior to the consummation of the ALGC Acquisition on February 18, 2026).

Acquisition Financing

On February 18, 2026, Cardinal Civil Contracting, LLC (“Cardinal NC”), the Purchaser, the other guarantors party thereto, the lenders party thereto and Truist Bank, as administrative agent, issuing bank and swingline lender, entered into the First Amendment to the Credit Agreement, dated October 1, 2025 (the “Credit Agreement” and, as amended, the “Amended Credit Agreement”). The First Amendment, among other things, increased the term loan facility under the Credit Agreement from $120.0 million in aggregate principal amount to $200.0 million in aggregate principal amount. A portion of the proceeds of the incremental term loans made pursuant to the First Amendment was used to pay the cash portion of the ALGC Acquisition purchase price. The Company is not a party to the Amended Credit Agreement.

Reorganization and Offering Transactions

Prior to the IPO, all of the Company’s business was conducted through Cardinal NC. In connection with the IPO, the Company completed a series of organizational transactions (the “Reorganization Transactions”) to reorganize its corporate structure. The IPO and the Reorganization Transactions are collectively referred to herein as the “Reorganization and Offering Transactions.” The Reorganization and Offering Transactions consisted of two discrete transactions, the “September 2025 Reorganization” and the “IPO Reorganization,” each described below.

Cardinal Infrastructure Group Inc. (the “Cardinal Group”) was formed on June 12, 2025 and, prior to the IPO, did not conduct any business. The Reorganization Transactions were completed in two steps. Effective September 30, 2025, the September 2025 Reorganization combined Cardinal NC’s non-wholly owned subsidiaries into Cardinal NC and recapitalized all existing interests into a single class of LLC Units of Cardinal. On December 10, 2025, the IPO Reorganization amended and restated the Cardinal operating agreement and Cardinal Group’s certificate of incorporation (including a ~86-to-one forward stock split and authorization of Class A, Class B and preferred stock) and appointed Cardinal Group as Cardinal’s sole managing member.

On December 11-12, 2025, Cardinal Group completed the IPO of 11,500,000 shares of Class A Common Stock at $21.00 per share, plus 1,725,000 shares pursuant to the underwriters’ option, for gross proceeds of approximately $277.7 million. Cardinal Group used the net proceeds to purchase 14,943,750 newly issued LLC Units from Cardinal for approximately $258.3 million and issued 23,387,813 shares of Class B Common Stock to the existing Cardinal equity holders (the “Continuing Equity Holders”) on a one-for-one basis with their retained LLC Units, for nominal consideration. As of December 31, 2025, Cardinal Group owned 14,947,318 LLC Units (39.0% of Cardinal) and the Continuing Equity Holders owned the remaining 23,387,813 LLC Units (61.0%).

The resulting umbrella partnership-C corporation (“Up-C”) structure allows the Continuing Equity Holders to retain flow-through tax treatment on their LLC Units, which are redeemable for Class A Common Stock (or, at the Company’s option, cash) on a one-for-one basis with automatic cancellation of the corresponding Class B shares. Under the Tax Receivable Agreement, the Continuing Equity Holders are entitled to 85.0% of certain cash tax benefits realized by Cardinal Group, with Cardinal Group retaining the remaining 15.0%.

Both steps of the Reorganization and Offering Transactions are accounted for as transactions among entities under common control. The September 2025 Reorganization is treated as an acquisition of noncontrolling interests under ASC 810-10-45-23, with carrying amounts reclassified to members’ equity and no gain or loss recognized. The IPO Reorganization is treated as a recapitalization of the predecessor operating entity, and the historical financial statements of Cardinal are carried forward as those of Cardinal Group, adjusted for the recapitalized equity structure.

As the sole managing member of Cardinal, the Company operates and controls all of the business and affairs of Cardinal and, through Cardinal, conducts the Company’s business. As a result, the below pro formas adjustments below reflect the Company consolidating Cardinal and recording a significant noncontrolling interest in a consolidated entity in the Company’s consolidated financial statements for the economic interest in Cardinal held by the Continuing Equity Holders.

Expected Accounting Treatment of the Acquisition

The unaudited pro forma condensed consolidated financial information has been prepared assuming the acquisition method of

accounting in accordance with GAAP. Under this method, ALGC’s assets and liabilities will be recorded at their respective preliminary fair values. Any difference between the purchase price for ALGC and the fair value of the identifiable net assets acquired (including intangible assets) will be recorded as goodwill. The goodwill resulting from the Acquisition will not be amortized to expense, but instead will be reviewed for impairment at least annually. One-time direct and incremental transaction costs will be expensed as incurred under ASC 805 and are assumed to be cash settled. The Company has preliminarily estimated the fair value of ALGC’s assets acquired and liabilities assumed and is in the process of conforming the accounting policies of ALGC to its accounting policies. The unaudited pro forma condensed consolidated financial information are based on preliminary accounting conclusions and are subject to potential revisions upon further analysis. The pro forma adjustments represent management’s estimates based on information available as of the date of this Form 8-K/A and are subject to change as additional information becomes available and additional analyses are performed.

The Pro Forma Financial Information does not reflect the realization of any expected cost savings or other synergies from the ALGC Acquisition or any restructuring activities and other planned cost savings initiatives following the completion of the business combination. The transaction will also result in an increase in non-controlling interest due to the issuance of additional LLC units as consideration.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
As of December 31, 2025


	Cardinal Group		ALGC historical		ALGC Transaction Accounting Adjustments			Notes	Pro Forma
Assets
Current assets:
Cash	$	97,149,425	$	6,551,063	$	80,000,000		4	$	50,011,565
						(676,499	)	4
						(128,120,439	)	2(a)
						(3,963,481	)	2(b)
						(928,504	)	5(b)
Accounts receivable, net		61,282,268		16,468,250						77,750,518
Contract assets		54,894,260		14,079,147						68,973,407
Prepaid expenses		1,892,615								1,892,615
Other assets		432,584		802,333						1,234,917
Total current assets		215,651,152		37,900,793		(53,688,923	)			199,863,022
Property and equipment, net		84,901,602		35,281,496		1,101,243		2(b)		121,284,341
Operating lease right-of-use assets		8,929,742				4,798,645		2(b)		13,728,387
Goodwill		23,510,649				104,097,314		2(b)		127,607,963
Other intangible assets		15,513,692				97,100,000		2(d)		112,613,692
Deferred tax asset		46,080,518								46,080,518
Other assets				36,000						36,000
Total assets	$	394,587,355	$	73,218,289	$	153,408,279			$	621,213,923

LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
Current portion of notes payable		6,128,674		6,936,685		(6,936,685	)	4(a)		10,128,674
						4,000,000		4(a)
Current portion of finance lease liabilities		3,349,359								3,349,359
Current portion of operating lease liabilities		3,814,686				85,148		2(b)		3,899,834
Accounts payable		60,600,099		12,701,534						73,301,633
Accrued expenses		2,956,314		772,177		(30,277	)	2(b)		4,002,949
						304,735		5(a)
Deferred consideration payable		3,966,618				-		2(a)		3,966,618
Contract liabilities		10,831,564		2,054,252						12,885,816
Total current liabilities		91,647,314		22,464,648		(2,577,079	)			111,534,883
Notes payable, less current portion, net of unamortized debt issuance costs		113,152,864		4,142,635		(4,142,635	)	4(a)		188,314,363
						(838,501	)	4(a)
						76,000,000		4(a)
Finance lease liabilities, less current portion		4,974,309								4,974,309
Operating lease liabilities, less current portion		5,851,516				6,095,498		2(b)		11,947,014
Tax receivable agreement liability		39,423,529								39,423,529
Contingent consideration						15,254,000		2(a), 6		15,254,000
Total liabilities		255,049,532		26,607,283		89,791,282				371,448,097

Stockholders' equity
Preferred stock $0.0001 par value per share, 10,000,000 shares authorized, no shares issued and outstanding, actual; 10,000,000 authorized, no shares issued and outstanding, pro forma		-								-

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
As of December 31, 2025


	Cardinal Group		ALGC historical		ALGC Transaction Accounting Adjustments			Notes	Pro Forma
Class A Common stock, par value $0.0001 per share; 500,000,000 shares authorized, 14,947,318 shares issued and outstanding, actual; 500,000,000 shares authorized, 15,292,984 shares issued and outstanding, pro forma		1,495				35		2(a)		1,530
Class B Common stock, par value $0.0001 per share; 500,000,000 shares authorized, 23,387,813 shares issued and outstanding, actual; 500,000,000 shares authorized, 27,573,875 shares issued and outstanding, pro forma		2,339				419		2(a)		2,758
Common stock of ALGC $1 par value; 100,000 shares authorized 424 shares issued and outstanding. 0 shares issued and outstanding, pro forma				424		(424	)	2(c)
Additional paid-in-capital		57,593,814		30,791		(30,791	)	2(c)		66,083,336
						8,489,522		2(a)
Retained earnings		863,593		46,579,791		(46,579,791	)	2(c)		(207,644	)
						(1,071,237	)	5(b)
Noncontrolling interests attributable to Cardinal Infrastructure Group Inc.		81,076,582				102,809,264		2(a)		183,885,846
Total members'/ stockholders equity		139,537,823		46,611,006		63,616,997				249,765,826
Total liabilities and equity	$	394,587,355	$	73,218,289	$	153,408,279			$	621,213,923

See accompanying notes to unaudited pro forma condensed consolidated financial information.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF COMPREHENSIVE INCOME
For the Year Ended December 31, 2025


	Cardinal Group			Reorg. & Offering Adjustments			Notes	ALGC historical			ALGC Reclassification Adjustments			Notes	ALGC Transaction Accounting Adjustments			Notes	Financing Adjustments			Notes	Pro Forma
Revenues	$	456,045,369						$	164,452,065														$	620,497,434
Cost of revenues, excluding depreciation and amortization		359,897,579							121,096,669			(7,055,425	)	3(a)										473,938,823
General and administrative		23,526,023			96,670		6(a)		8,837,828			(24,000	)	3(a)		1,071,238		5(e)						34,219,144
												61,248		3(b)		650,137		5(c)
Depreciation expense		25,246,451			(19,263	)	6(a)					7,079,425		3(a)		2,379,643		2(e)						34,686,256
Amortization expense		7,128,310														19,729,278		2(d)						26,857,588
(Gain) loss on disposal of property and equipment		(157,401	)									(61,248	)	3(b)										(218,649	)
Income from operations		40,404,407			(77,407	)			34,517,568			-				(23,830,297	)			-				51,014,271

Other income (expense):
Interest income									216,341			(216,341	)	3(c)
Interest expense, net		(6,825,542	)		126,564		6(a)		(245,080	)		216,341		3(c)		28,739		4(b)		(4,984,983	)	6(a)		(12,649,960	)
					(965,998	)	4(b)
Other expense, net		(518,704	)		(159,079	)	6(a)		421,861							-				-				(255,922	)
Total other expense, net		(7,344,246	)		(998,513	)			393,122			-				28,739				(4,984,983	)			(12,905,882	)

Net income before taxes		33,060,161			(1,075,920	)			34,910,690			-				(23,801,558	)			(4,984,983	)			38,108,390
Income tax expense		(1,966,678	)		(799,397	)	6(b)		(1,384,000	)						644,850		5(c)		405,480		5(c)		(3,099,745	)
Net income, including noncontrolling interests	$	31,093,483		$	(1,875,317	)		$	33,526,690		$	-			$	(23,156,708	)		$	(4,579,503	)		$	35,008,645
Less: Net income attributable to noncontrolling interests	$	8,407,426			9,418,234		6(c)	$	-							7,639,202		5(f)		(2,945,741	)	5(f)		22,519,121
Net income attributable to Company	$	22,686,057		$	(11,293,551	)		$	33,526,690		$	-			$	(30,795,910	)		$	(1,633,763	)		$	12,489,524

	For the period from December 10, 2025 to December 31, 2025 (1)																						Pro Forma
Pro forma per share data:
Pro forma net income per share
Basic	$	0.06																				8	$	0.82
Diluted	$	0.06																				8	$	0.82
Pro forma weighted average shares used to compute pro forma net income per share
Basic		14,787,094																				8		15,289,426
Diluted		14,809,208																				8		15,311,540

(1) The Cardinal Group historical computation of basic and diluted earnings per share of Class A Common Stock represents the period from December 10, 2025 to December 31, 2025, the period subsequent to the IPO. Prior to the IPO, the company was a limited liability company and did not present earnings per share.

See accompanying notes to unaudited pro forma condensed consolidated financial information.

NOTES TO THE UNAUDITED PROFORMA CONDENSED FINANCIAL STATEMENTS

Note 1: Basis of Presentation Description of the Business Combination

On February 18, 2026, the Company, through its controlled subsidiary Cardinal Civil Contracting Holdings LLC, acquired of all of the equity interests in ALGC pursuant to the Purchase Agreement dated February 18, 2026 for a total estimated consideration of $254.7 million consisting of (i) $117.7 million in cash, (ii) 4,186,062 limited liability company units (the “Common Units”) of the Purchaser (including an equal number of shares of the Company’s Class B common stock, $0.0001 par value per share (the “Class B Common Stock”)), valued at $102.8 million based on the closing price of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) (iii) 345,666 shares of Class A common stock valued at $8.5 million, $0.0001 par value per share (the “Class A Common Stock”) which were issued to employees of, and service providers to, ALGC at the direction of the Seller. (iv) the assumption of approximately $10.4 million of liabilities paid on closing, and (v) an estimated net working capital payment. ALGC is a provider of comprehensive site development solutions, including grading, underground utilities, erosion control, and clearing, supporting large-scale commercial, industrial, and residential construction in Georgia and South Carolina.

The unaudited pro forma condensed consolidated financial information has been prepared in accordance with Article 11 to give effect to the ALGC Acquisition, the Acquisition Financing, and the Reorganization and Offering Transactions. The unaudited pro forma condensed consolidated balance sheet as of December 31, 2025 has been prepared as if the ALGC Acquisition and the Acquisition Financing had occurred on December 31, 2025. The unaudited pro forma condensed consolidated statement of comprehensive income for the year ended December 31, 2025 has been prepared as if the ALGC Acquisition, the Acquisition Financing, and the Reorganization and Offering Transactions had each occurred on January 1, 2025.

The Company’s historical condensed consolidated balance sheet as of December 31, 2025 already reflects the consummation of the Reorganization Transactions, and the Offering. Accordingly, no separate columns are presented for those transactions on the pro forma balance sheet.

The unaudited pro forma condensed consolidated financial information was prepared using the following historical financial information:

•

Audited consolidated balance sheet of Cardinal Infrastructure Group Inc. as of December 31, 2025 and the audited consolidated statement of comprehensive income for the year ended December 31, 2025, in each case included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed March 23, 2026;

•

Audited financial statements of A.L. Grading Contractors, Inc. (the predecessor corporation to ALGC) as of and for the year ended December 31, 2025, included elsewhere in this filing pursuant to Rule 3-05 of Regulation S-X; and

•

The pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed. The accounting policies of ALGC are in the process of being conformed to those of the Company and additional differences may be identified upon completion of a comprehensive review.

The ALGC business combination has been accounted for under the acquisition method of accounting in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 805, Business Combinations. As the acquirer for accounting purposes, the Company has preliminarily estimated the fair value of ALGC ’s assets acquired and liabilities assumed and conformed the accounting policies of ALGC to its accounting policies.

The unaudited pro forma condensed consolidated financial statements do not reflect the realization of any expected cost savings or other synergies from the ALGC acquisition as the result of restructuring activities and other planned cost savings initiatives following the completion of the business combination. These adjustments are excluded because they reflect actions the Company intends to undertake after the business combination.

Note 2: Preliminary Purchase Price and Allocation for the ALGC Acquisition

The unaudited pro forma condensed consolidated balance sheet as of December 31, 2025 reflects the estimated purchase price as follows as if the ALGC acquisition occurred on December 31, 2025:


Cash	$	117,761,839
Liabilities assumed and paid at closing		10,358,600
Issuance of LLC Class B Units and Class B Common stock		102,809,683
Fair value of vested Class A equity awards issued to employees of, and service providers to, ALGC pertaining to pre-merger service at the direction of the Seller		8,489,557
Contingent Consideration		15,254,000
Total consideration	$	254,673,679

Class A common stock was valued based on the closing price of the Company’s Class A Common Stock on February 18, 2026.

NOTES TO THE UNAUDITED PROFORMA CONDENSED FINANCIAL STATEMENTS

For purposes of the unaudited pro forma condensed consolidated balance sheet, the Common Units issued in the ALGC Acquisition (along with the corresponding shares of Class B Common Stock) were valued on a combined basis, based on the closing price of the Company’s Class A Common Stock on February 18, 2026.

The unaudited pro forma condensed consolidated financial information reflects the estimated fair value of assets acquired and liabilities assumed as follows as if the ALGC acquisition occurred on December 31, 2025:


Cash	$	2,587,582
Accounts receivable		16,468,250
Contract assets		14,079,147
Other assets		802,333
Property, plant and equipment		36,382,739
Operating lease right of use assets		4,798,645
Intangible assets		97,100,000
Goodwill		104,097,314
Other long term assets		36,000
Accounts payable		(12,701,534	)
Accrued expenses		(741,900	)
Contract liabilities		(2,054,252	)
Current portion of operating lease liabilities		(85,148	)
Operating lease liabilities, less current portion		(6,095,498	)
Total net assets acquired	$	254,673,679

Assets that were not acquired and liabilities that were not assumed under the Purchase Agreement (including ALGC’s historical cash, certain notes payable (see Note 4), and certain investments and accrued items) have been excluded from the preliminary allocation and adjusted out from the ALGC historical condensed consolidated balance sheet as of December 31, 2025.

Reflects the elimination of historical equity of ALGC as if the ALGC Acquisition occurred on December 31, 2025.

Reflects the estimated fair value and weighted-average estimated useful lives of the identifiable intangible assets to be acquired in the ALGC Acquisition and the related impact on amortization expense in the unaudited pro forma condensed consolidated statement of comprehensive income for the year ended December 31, 2025, computed as if the ALGC Acquisition had occurred on January 1, 2025. Identifiable intangible assets are expected to consist of customer relationships, backlog, trade name and noncompete agreements.


					Annual Amortization ($)
Intangible assets:	Fair Value ($)		Weighted average useful life (years)		For the Year Ended December 31, 2025
Customer relationships		67,900,000		11.6		6,032,611
Backlog		18,700,000		1.5		12,466,667
Trade name		9,300,000		10.0		930,000
Noncompete agreements		1,200,000		4.0		300,000
Total		97,100,000				19,729,278

Reflects the estimated impact on depreciation expense for property and equipment to be acquired in the ALGC Acquisition based on the estimated fair values of the acquired assets and their estimated useful lives, computed as if the ALGC Acquisition had occurred on January 1, 2025. Consistent with the Company’s historical policy for similar assets, Property and equipment is depreciated using the double-declining balance method, over the weighted average estimated remaining useful lives of 6.8 years.

The excess of preliminary purchase consideration over the fair value of net assets acquired is preliminarily recorded as goodwill. The goodwill is attributable to qualitative factors such as anticipated cost synergies and future growth in the combined business, as well as the value of the assembled workforce. A portion of the goodwill recognized in the ALGC Acquisition is expected to be deductible for U.S. federal income tax purposes and amortized over 15 years.

As part of the acquisition transaction, the Company entered into two separate 15‑year lease agreements with an entity under common control with the seller to lease the existing operating and office facilities of ALGC. The contractual lease payments under these agreements exceeded market rates at the acquisition date. As a result, the Company recorded an unfavorable lease fair value adjustment

NOTES TO THE UNAUDITED PROFORMA CONDENSED FINANCIAL STATEMENTS

of $1,380,000, which was recognized as a reduction to the operating lease right‑of‑use asset as of the acquisition date and is reflected within Note 2(b) above.

The amounts presented above reflect preliminary estimates of purchase accounting under ASC 805 and related fair value measurements. These amounts are unaudited and subject to change pending completion of ongoing valuation procedures, finalization of deferred income taxes, and the final determination of the working capital and other customary post-closing adjustments under the Purchase Agreement.

Note 3: Reclassification Adjustments for the ALGC Acquisition

The pro forma reclassification adjustments included in the unaudited pro forma condensed consolidated statement of income for the year ended December 31, 2025 are as follows:


	a)	The Company separately presents Depreciation and Amortization, while ALGC recognizes these costs within Cost of Revenues and General and administrative. Therefore, this adjustment conforms the presentation of Depreciation and Amortization expenses to the Company’s presentation.


	b)	The Company recognizes Loss (gain) on disposal of property and equipment as a component of Income from operations, while ALGC recognizes this income in within General and administrative expenses. Therefore, this adjustment conforms the presentation of the gain on disposal of property and equipment to the Company’s presentation.


	c)	The Company recognizes Interest Expense, net, while ALGC recognizes Interest income and expense discretely. Therefore, this adjustment conforms the presentation of Interest income the Company’s presentation. Refer to Note 4(b) for related Financing adjustments.

Note 4: Financing Adjustments

The unaudited pro forma condensed consolidated balance sheet as of December 31, 2025 reflects the financing-related transaction accounting adjustments associated with the ALGC Acquisition. Pursuant to the First Amendment, the term loan facility under the Credit Agreement was increased from $120.0 million to $200.0 million in aggregate principal amount, and a portion of the proceeds of the incremental term loans was used to fund the cash portion of the ALGC Acquisition purchase price.


Pro forma transaction accounting adjustments:
Decrease for removal of ALGC's existing debt (current portion)	$	(6,936,685	)
Decrease for removal of ALGC's existing debt (less current portion)		(4,142,635	)
Increase for the First Amendment to the October 2025 Credit Facility Debt utilized to finance the ALGC Acquisition		80,000,000
Increase in debt issuance costs related to the First Amendment to the October 2025 Credit Facility		(838,501	)
Net pro forma transaction accounting adjustments to Debt in connection with ALGC and Acquisition Financing Transaction		68,082,179

Adjustments comprise of:
Current portion of notes payable	$	(2,936,685	)
Notes payable, less current portion, net of unamortized debt issuance costs	$	71,018,864

On February 18, 2026, Cardinal Civil Contracting, LLC, and the other guarantors party thereto, the lenders party thereto and Truist Bank (“Truist Bank”), as administrative agent, issuing bank and swingline lender, entered into the First Amendment, which amends the October 2025 Credit Facility, by and among Cardinal Civil Contracting, LLC, Purchaser, the other guarantors from time to time party thereto, the lenders from time to time party thereto and Truist Bank. Cardinal Infrastructure Group Inc. is not a party to the First Amendment or the October 2025 Credit Agreement.

The First Amendment, among other things, increased the term loan facility under the October 2025 Credit Agreement from $120.0 million in aggregate principal amount to $200.0 million in aggregate principal amount. A portion of the proceeds of the incremental term loans made pursuant to the First Amendment was used to pay the cash portion of the Acquisition purchase price. Except as modified by the First Amendment, the terms and conditions in the October 2025 Credit Agreement remain the same. Debt issuance costs related to the financing transaction were estimated to be $838,501, of which $676,499 was paid out of net proceeds of financing.

The pro forma adjustments included in the unaudited pro forma condensed consolidated statement of income for the year ended December 31, 2025 are as follows:

NOTES TO THE UNAUDITED PROFORMA CONDENSED FINANCIAL STATEMENTS

Represents the net adjustments to “Notes payable, less current portion, net of unamortized debt issuance costs” and “Current portion of notes payable” described above to give effect to the Acquisition Financing as if it had occurred on December 31, 2025. Of the aggregate adjustment, $(2,936,685) is reflected in current portion of notes payable and $71,018,864 is reflected in notes payable, less current portion.

Represents the net increase to interest expense and amortization of debt issuance costs in the unaudited pro forma condensed consolidated statement of comprehensive income for the year ended December 31, 2025 resulting from the Reorganization and Offering, and Acquisition Financing as if the incremental term loans had been drawn on January 1, 2025, partially offset by the elimination of historical interest expense related to ALGC notes payable that were not assumed. The components are summarized below:


	For the Year Ended December 31, 2025
Pro forma reorganization and offering adjustments:
Elimination of historic net interest expense and amortization of debt issuance costs	$	(6,680,543	)
Amortization of debt issuance costs Cardinal		398,793
Interest expense on $120 m of October 2025 Credit Facility at 6.04% (Based on Term SOFR of 3.66% on April 1, 2025 Plus an applicable margin of 2.38%)		7,247,748
Net pro forma transaction accounting adjustments to Debt in connection with the Reorganization and Offering Transaction	$	965,998
Pro forma ALGC transaction accounting adjustments:
Elimination of net interest expense and amortization of debt issuance costs - outstanding ALGC's debt	$	(28,739	)
Interest expense on first amendment to the October 2025 Credit facility at 6.04% (Based on Term SOFR of 3.66% on April 1, 2025 Plus an applicable margin of 2.38%)		4,831,832
Amortization of debt issuance costs for the first amendment to the October Credit facility		181,890
Net pro forma transaction accounting adjustments to Debt in connection with the ALGC Acquisition	$	4,984,983

A 1/8th of one percentage point increase or decrease in the assumed benchmark rate would result in a change in interest expense of approximately $0.1 million for the year ended December 31, 2025 in respect of borrowings under the Amended Credit Agreement attributable to the ALGC Acquisition Financing and $0.15 million for the year ended December 31, 2025 in respect of borrowings under the October 2025 Credit Facility.

Note 5: Other Adjustments for the ALGC Acquisition

The pro forma adjustments included in the unaudited pro forma condensed consolidated balance sheet as of December 31, 2025 are as follows:

Reflects an accrual for the estimated debt issuance costs of $0.2 million and transaction fees of $0.1 million as if incurred on December 31, 2025, the date the Business Combination occurred for the unaudited pro forma condensed consolidated balance sheet. This is a non-recurring item.

Reflects paid transaction costs of $0.9 million, and the effect on retained earnings of $1.1 million transaction costs as if incurred on January 1, 2025, the date the Business Combination occurred for the purposes of the unaudited pro forma condensed consolidated statement of operations. This is a non-recurring item.

The pro forma adjustments included in the unaudited pro forma condensed consolidated statement of income for the year ended December 31, 2025 are as follows:

Provides for an assumed income tax expense on the Company’s share of ALGC earnings which is calculated at 8.13% of income before income tax expense, computed as if the ALGC Acquisition had occurred on January 1, 2025. Following the Transactions, the Company will be subject to U.S. federal income taxes in addition to applicable state and local taxes with respect to the Company’s allocable share of net taxable income of Cardinal. Accordingly, the Company has provided income taxes assuming a blended federal, state, and local rate of 22.80% on the Company’s allocable share of taxable income, and assuming no adjustments for non-taxable or non-deductible amounts of income and expenses. The actual rate could vary from the rate used in the pro forma financial statements.

NOTES TO THE UNAUDITED PROFORMA CONDENSED FINANCIAL STATEMENTS

Represents the pro forma amortization of the unfavorable lease adjustment recognized in connection with the Acquisition. The unfavorable lease amount is amortized on a straight-line basis over the remaining lease term, resulting in a reduction to operating income in the pro forma statement of operations.

Reflects the estimated transaction costs of $1.1 million as if incurred on January 1, 2025, the date the Business Combination occurred for the purposes of the unaudited pro forma condensed consolidated statement of operations. This is a non-recurring item.

Reflects the incremental portion of the Company’s net income allocable to the noncontrolling interest related to the issuance of LLC units to the selling shareholders of ALGC and the associated impact from the financing transaction. This assumes a 35.7% economic interest held by Cardinal as if the ALGC Acquisition occurred on January 1, 2025. As a result of the acquisition of ALGC, the selling shareholders of ALGC and the Continuing Equity Holders will own the remaining 64.3% economic interest in Cardinal, which will be accounted for as a noncontrolling interest in the Company’s future consolidated financial statements.

Note 6: Reorganization and Offering Adjustments

The Company’s historical condensed consolidated balance sheet as of December 31, 2025 already reflects the consummation of the Reorganization and Offering Transactions. Accordingly, no separate balance sheet adjustments are required to give pro forma effect to the Reorganization and Offering Transactions as of December 31, 2025. The pro forma adjustments shown in the “Reorg. & Offering Adjustments” column of the unaudited pro forma condensed consolidated statement of comprehensive income for the year ended December 31, 2025 are described below:

Reflects the deconsolidation of CCCRE Holdings, LLC (“CCCRE”) as if it had occurred on January 1, 2025. As described in the Company’s historical financial statements, the deconsolidation of CCCRE was effected in connection with the Reorganization. The adjustment includes a decrease in depreciation, interest expense, and equity in income of unconsolidated affiliates and an increase in general and administrative expenses (or other line items, as applicable) to give effect to the deconsolidation of CCCRE on a pro forma basis for the portion of the year ended December 31, 2025 prior to its actual deconsolidation.

Provides for an assumed income tax expense on the Company’s allocable share of Cardinal’s taxable income at an assumed blended federal, state and local effective tax rate of 8.65%, computed as if the Reorganization and Offering Transactions had occurred on January 1, 2025. Following the Transactions, the Company became subject to U.S. federal, state and local income taxes with respect to its allocable share of any taxable income of Cardinal.

Reflects the portion of the Company’s net income allocable to noncontrolling interests representing the Continuing Equity Holders’ economic interest in Cardinal, as if the Reorganization and Offering Transactions had occurred on January 1, 2025. Immediately following the Offering, the Continuing Equity Holders held approximately 61.0% of the economic interest in Cardinal.

Note 7: Contingent Consideration (Tax Receivable Agreement and Tax Benefit Agreement)

Tax Receivable Agreement

In connection with the IPO, Cardinal Group entered into a Tax Receivable Agreement (the "TRA") dated December 9, 2025, among Cardinal Group, Cardinal and the Continuing Equity Holders named therein. As part of the ALGC acquisition on February 18, 2026, Diamond Interests Group LLC and the Seller Owners became parties to the pre-existing TRA as Continuing Equity Holders upon the issuance to them of 4,186,062 Common Units (rollover equity). Under the TRA, Cardinal group obligated to pay the Continuing Equity Holders 85% of the net cash tax savings that Cardinal Group actually realizes from the tax basis step-up in Cardinal's assets attributable to future exchanges of Cardinal units for Cardinal Group Class A common stock or cash, determined on a "with and without" methodology. Payments under the TRA are contingent upon (i) future exchanges of Cardinal units actually occurring and (ii) Cardinal Group generating sufficient taxable income to utilize the resulting tax attributes. The TRA includes provisions for early termination at Cardinal Group's election (subject to independent director approval), change-of-control acceleration, and net operating loss carryforward mechanics capped at 80% of annual pretax income. Interest accrues on unpaid TRA payments at SOFR plus 100 basis points.

Tax Benefit Agreement

Concurrently with the ALGC Acquisition on February 18, 2026, Cardinal Group entered into a Tax Benefit Agreement (the

NOTES TO THE UNAUDITED PROFORMA CONDENSED FINANCIAL STATEMENTS

"TBA") dated February 18, 2026, among Cardinal Group, Cardinal, and Diamond Interests Group LLC. Under the TBA, Cardinal Group is obligated to pay 85% of the annual Cumulative Net Realized Tax Benefit (as defined in the TBA) arising from the basis step-up in ALGC's assets attributable to the portion of the acquisition treated as a taxable asset sale under IRC Section 1001. The Realized Tax Benefit is computed under a "with and without" method that assumes Cardinal Group is allocated 80% of Cardinal's amortization and depreciation deductions in respect of the Basis Adjustments. Unlike the TRA, TBA payments do not require future unit exchanges; rather, they depend on Cardinal Group generating sufficient taxable income to utilize the amortization deductions, which arise over the applicable depreciable and amortizable lives of the stepped-up assets (including immediate expensing of fixed asset step-up under bonus depreciation and 15-year amortization of intangible assets under federal tax rules). Interest on unpaid TBA payments accrues at SOFR plus 100 basis points.

Fair Value Measurement and Recognition

Both the TRA and TBA represent contingent consideration in connection with the Acquisition, as the Purchase Consideration in the purchase agreement is explicitly stated to be increased by payments made to Seller Owners under or in respect of both agreements. Accordingly, the Company recognized the TRA and TBA obligations as contingent consideration at acquisition-date fair value.

The aggregate acquisition-date fair value of the TRA and TBA was $15.3 million ($8.2 million attributable to the TRA and $7.1 million attributable to the TBA), determined using a Monte Carlo simulation model with 100,000 trials. The key inputs to the model included: (i) management's projected pretax book income for fiscal years 2026 through 2030, extended through 2053 at a normalized long-term growth rate of 3.0%; (ii) book-to-tax adjustments to convert pretax book income to a tax basis, including immediate bonus depreciation of the fixed asset step-up and 15-year amortization of intangible assets; (iii) annual net operating loss carryforward mechanics capped at 80% of pretax income in any year; (iv) an 85% payment percentage applied to cumulative net realized tax benefits; and (v) an equity volatility assumption of 58.0%, derived from the observed 20-year average equity volatility of a group of guideline public companies and re-levered to reflect the Company’s capital structure, reflecting the equity-linked nature of the underlying cash flows. A metric risk premium was applied to adjust management's pretax income projections to a risk-neutral perspective, based on the Company’s cost of equity capital of 24.0% relative to the guideline public company median. This measurement is classified within Level 3 of the ASC 820 fair value hierarchy due to the use of significant unobservable inputs, including projected taxable income, future tax rates, and the timing of future Cardinal unit exchanges.

A 200 basis point increase in the discount rate variable would decrease the combined value of the TRA and TBA by $790,000, while a 200 basis point decrease would increase the value by $780,000. A 500 basis point increase in the volatility variable would decrease the combined value of the TRA and TBA by $960,000, while a 500 basis point decrease would increase the value by $900,000.

The potential undiscounted payments under the TRA and TBA have no contractual maximum. The minimum potential payment under each agreement is $0, which would occur in scenarios where Cardinal Group does not generate taxable income sufficient to utilize the relevant tax attributes or where no future exchanges of Cardinal units occur under the TRA. The expected payment period runs through approximately 2041, reflecting the 15-year IRC Section 197 amortization period for intangible assets under the TBA and the assumed timing of future Cardinal unit exchanges under the TRA. Subsequent changes in the fair value of these contingent consideration liabilities are recognized in earnings in the period of change.

Note 8: Earnings Per Share

The pro forma net income per share calculations have been performed for the year ended December 31, 2025, assuming the Acquisition occurred on January 1, 2025. The below table includes class A stock-based awards that were issued in connection with the

NOTES TO THE UNAUDITED PROFORMA CONDENSED FINANCIAL STATEMENTS

ALGC Acquisition, which were not subject to service conditions.


	Fiscal year ended December 31, 2025
Basic and diluted supplemental pro forma net income per share:
Numerator
Net income	$	35,008,645
Less: Net income attributable to non-controlling interests(1)		(22,519,121	)
Net income attributable to Class A common stockholders—basic	$	12,489,524
Net income effect of dilutive securities:
Unvested restricted stock units (RSUs)		19,447
Net income attributable to Class A common stockholders—diluted		12,508,970

Denominator
Historical Weighted-average Class A Common Stock outstanding		14,943,760
Class A Common Stock of Cardinal Infrastructure Group Inc. as consideration transferred for the acquisition of ALGC		345,666
Deferred consideration related to the Acquisition(1)
Total Weighted-average Class A Common Stock outstanding (basic)		15,289,426

Incremental common shares attributable to dilutive instruments:
Stock options
RSUs		22,114
Assumed conversion of noncontrolling interests to shares of Class A Common Stock
Total Weighted-average Class A Common Stock outstanding (diluted)		15,311,540

Basic and diluted pro forma net income per share
Earnings per share:
Basic	$	0.82
Diluted	$	0.82

The following securities were not included in the computation of diluted earnings per share for the year ended December 31, 2025, as they would be neither dilutive nor anti-dilutive:

The dilutive impact of 23,387,813 LLC interests issued as a result of the reorganization and IPO and 4,186,062 LLC interests were issued in relation to the acquisition of ALGC that are each exchangeable for Class A common stock.

Source: View Original Filing on SEC EDGAR

FAQ

What does Cardinal Infrastructure Group (CDNL) add in this 8-K/A amendment?

The amendment adds ALGC’s audited 2025 and 2024 financial statements and unaudited pro forma consolidated results. These show how Cardinal’s revenue, earnings, assets and liabilities would look after including the ALGC acquisition, related financing and prior IPO reorganization transactions.

How big is the ALGC acquisition for Cardinal Infrastructure (CDNL)?

Cardinal estimates total ALGC consideration at about $254.7 million. This includes $117.8 million in cash, $10.4 million of liabilities paid at closing, LLC units valued at $102.8 million, Class A shares worth $8.5 million, and $15.3 million of contingent TRA and TBA obligations.

What were A.L. Grading Contractors’ 2025 financial results before joining CDNL?

In 2025, ALGC reported $164.5 million in contract revenue and $33.5 million in net income. Operating cash flow reached $41.6 million, while total assets were $73.2 million and stockholders’ equity was $46.6 million at year-end, indicating a profitable, asset‑intensive construction business.

How was the ALGC acquisition financed by Cardinal Infrastructure Group (CDNL)?

Cardinal funded the cash portion with existing cash and incremental borrowings under an amended Truist term loan. The facility increased from $120.0 million to $200.0 million, adding about $80.0 million of new term debt and roughly $0.8 million of additional debt issuance costs.

What do the pro forma 2025 financials show for Cardinal after acquiring ALGC?

Pro forma 2025 figures show combined revenue of about $620.5 million. After incorporating ALGC’s results, acquisition accounting, higher amortization on $97.1 million of intangibles, and added interest, net income attributable to Cardinal’s shareholders is approximately $12.5 million with pro forma diluted EPS of $0.82.

How much goodwill and intangibles arise from CDNL’s acquisition of ALGC?

The preliminary purchase price allocation records about $104.1 million of goodwill and $97.1 million of identifiable intangibles. Intangibles include customer relationships, backlog, trade name and noncompete agreements, with estimated annual amortization expense of roughly $19.7 million in the pro forma income statement.

ALGC deal reshapes Cardinal Infrastructure (Nasdaq: CDNL) financials

Rhea-AI Filing Summary

Positive

Negative

Insights

Equity & M&A Analyst neutral

8-K Event Classification

Key Figures

Key Terms

FORM 8-K/A

A. L. GRADING CONTRACTORS, INC. AND AFFILIATES

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Responsibilities of Management for the Financial Statements

Auditors’ Responsibilities for the Audits of the Financial Statements

LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES

Nature of Operations

Principles of Consolidation

Basis of Presentation

Allowance for Credit Losses

Revenue and Cost Recognition

Contract Receivables

Operating Cycle

Use of Estimates

Cash and Cash Equivalents

Property and Equipment

Income Taxes

Fair Value of Financial Instruments

Advertising

Concentrations and Credit Risks

Stockholders’ Equity

Subsequent Events

FAQ

What does Cardinal Infrastructure Group (CDNL) add in this 8-K/A amendment?

How big is the ALGC acquisition for Cardinal Infrastructure (CDNL)?

What were A.L. Grading Contractors’ 2025 financial results before joining CDNL?

How was the ALGC acquisition financed by Cardinal Infrastructure Group (CDNL)?

What do the pro forma 2025 financials show for Cardinal after acquiring ALGC?

How much goodwill and intangibles arise from CDNL’s acquisition of ALGC?

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