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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
December 15, 2025
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) |
|
(I.R.S. Employer
Identification Number) |
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
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 Symbol(s)
on which registered |
|
Trading |
|
Name of each exchange |
| 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.
Item 2.01.
Completion of Acquisition or Disposition of Assets.
As previously disclosed in
connection with the initial public offering (the “Offering”) by Cardinal Infrastructure Group Inc. (the “Company”)
of its Class A common stock, par value $0.0001 (the “Common Stock”), described in the prospectus (the “Prospectus”),
dated December 9, 2025, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended
(the “Securities Act”), which is deemed to be part of the Registration Statement on Form S-1 (File No. 333-290850)
(as amended, the “Registration Statement”), on October 1, 2025, the Company, through its wholly owned
subsidiary Aviator Paving Company Charlotte, LLC, acquired (the “Acquisition”) substantially all of the assets
of Red Clay Industries, Inc. (“Red Clay”) pursuant to an asset purchase agreement (the “APA”)
for a total consideration of approximately $40.0 million consisting of (i) $39.0 million in cash and (ii) the assumption of approximately
$1.0 million of liabilities.
The foregoing
description of the APA and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its
entirety by reference to, the full text of the APA, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Item 8.01 Other Events
Red Clay is a provider of
asphalt paving, concrete contracting, concrete reclamation and soil stabilization in North Carolina. For the year ended December 31,
2024, Red Clay had revenue of $44.9 million and net income of $3.1 million and, for the nine months ended September 30, 2025, Red
Clay had revenue of $37.1 million and net income of $1.6 million. In connection with the Acquisition, certain employees of Red Clay
received grants of equity unit interests in Cardinal Civil Contracting Holdings LLC (“Cardinal”), a
wholly-owned subsidiary of the Company, having an estimated fair value of $5.8 million.
For the year ended December 31, 2024, the Company had Pro Forma Net
Income of $17.8 million, Pro Forma EBITDA of $51.7 million and Adjusted Pro Forma EBITDA of $62.0 million. For the nine months ended September
30, 2025, the Company had Pro Forma Net Income of $24.3 million, Pro Forma EBITDA of $58.1 million and Adjusted Pro Forma EBITDA of $60.4
million. We define Pro Forma EBITDA as Pro Forma Net Income for the period adjusted for interest expense, net income tax expense, depreciation
and amortization expense. Pro Forma Adjusted EBITDA further adjusts Pro Forma EBITDA for certain expenses associated with the transaction
and certain non-recurring expenses of Red Clay, including: (i) excluding the non-cash expense related to the issuance of equity unit interests
in Cardinal related to the Red Clay Acquisition, (ii) the elimination of non-recurring aviation and travel expenses reflected within General
and Administrative costs and Cost of Revenue, (iii) the elimination of non-recurring compensation costs reflected within General and Administrative
costs offset against (iv) additional incremental rent expense for Red Clay expected to be recognized within General and Administrative
costs. We define EBITDA Margin as EBITDA as a percentage of revenue, and Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of
revenue. We believe EBITDA, Adjusted EBITDA, EBITDA Margin and Adjusted EBITDA Margin provide useful information in measuring our operating
performance, generating future operating plans and making strategic decisions regarding allocation of capital. Management believes this
information presents helpful comparisons of financial performance between periods by excluding the effect of certain non-recurring items.
There are limitations to the use of the non-GAAP financial measures presented below. For example, EBITDA, Adjusted EBITDA, EBITDA Margin
and Adjusted EBITDA Margin do not have standardized meanings prescribed by GAAP and therefore it may not be comparable to similarly titled
measures presented by other companies, and it should not be considered in isolation from, or as a substitute for, financial information
prepared in accordance with GAAP.
The following table provides a reconciliation of net income and net
income margin, the most closely comparable GAAP financial measure, to EBITDA, Adjusted EBITDA, EBITDA Margin and Adjusted EBITDA Margin
for the periods presented:
| | |
Pro Forma Consolidated | | |
Cardinal Historical | |
| | |
Nine months
ended September 30, | | |
Years ended
December 31, | | |
Nine months
ended September 30, | | |
Years ended
December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| Net income | |
$ | 24,306,826 | | |
$ | 17,806,147 | | |
$ | 26,200,546 | | |
$ | 28,297,234 | |
| Interest expense, net | |
| 4,940,342 | | |
| 6,608,809 | | |
| 3,871,909 | | |
| 4,828,058 | |
| Income tax expense | |
| 2,368,772 | | |
| 1,352,509 | | |
| 1,691,154 | | |
| 1,352,509 | |
| Depreciation and amortization expense | |
| 26,446,914 | | |
| 25,925,701 | | |
| 23,316,390 | | |
| 18,663,746 | |
| EBITDA | |
$ | 58,062,853 | | |
$ | 51,693,166 | | |
$ | 55,079,999 | | |
$ | 53,141,547 | |
| Transaction fees and acquisition-related costs(1) | |
| 393,247 | | |
| 454,761 | | |
| 393,247 | | |
| 454,761 | |
| Legal matters(2) | |
| - | | |
| 620,221 | | |
| - | | |
| 620,221 | |
| Transition and consulting arrangements(3) | |
| 150,000 | | |
| 390,000 | | |
| 150,000 | | |
| 390,000 | |
| Customer claims(4) | |
| - | | |
| 525,000 | | |
| - | | |
| 525,000 | |
| Loss on extinguishment and refinancing costs(5) | |
| - | | |
| 1,389,901 | | |
| - | | |
| 1,389,901 | |
| Stock Based Compensation(6) | |
| - | | |
| 5,765,487 | | |
| - | | |
| - | |
| Non recurring aviation and travel costs(7) | |
| 1,468,839 | | |
| 943,845 | | |
| - | | |
| - | |
| Non recurring compensation expenses(8) | |
| 529,750 | | |
| 647,000 | | |
| - | | |
| - | |
| Incremental rent(9) | |
| (240,000 | ) | |
| (454,130 | ) | |
| | | |
| | |
| Other(10) | |
| 47,958 | | |
| 16,690 | | |
| 47,958 | | |
| 16,690 | |
| Adjusted EBITDA | |
$ | 60,412,647 | | |
$ | 61,991,941 | | |
$ | 55,671,203 | | |
$ | 56,538,120 | |
| Net Income Margin(11) | |
| 7.0 | % | |
| 4.9 | % | |
| 8.4 | % | |
| 9.0 | % |
| EBITDA Margin(11) | |
| 16.7 | % | |
| 14.4 | % | |
| 17.8 | % | |
| 16.9 | % |
| Adjusted EBITDA Margin(11) | |
| 17.4 | % | |
| 17.2 | % | |
| 17.9 | % | |
| 17.9 | % |
| (1) | Represents
transaction fees and acquisition-related costs incurred in connection with acquisitions and planned acquisitions. |
| (2) | Represents
costs associated with legal matters in which the Company is a defendant. |
| (3) | Represents
certain consulting and recruiting costs related to acquisitions and public company readiness. |
| (4) | Represents
revenue impact from customer claims. |
| (5) | Represents
financing and extinguishment-related expenses. |
| (6) | Represents
non-cash Stock compensation expense recognized within General and Administrative costs within the Red Clay and Consolidated Pro Forma
results, attached as Exhibit 99.3 to this Form 8-K and incorporated herein by reference. |
| (7) | Represents
non-recurring aviation and travel expenses related within General and Administrative and Cost of Revenue within the Red Clay and Consolidated
Pro Forma results, attached as Exhibit 99.3 to this Form 8-K and incorporated herein by reference. |
| (8) | Represents
non-recurring compensation costs within General and Administrative costs within the Red Clay and Consolidated Pro Forma results,
attached as Exhibit 99.3 to this Form 8-K and incorporated herein by reference. |
| (9) | Represents incremental
rent expense for Red Clay expected to be recognized within General and Administrative costs. |
| (10) | Represents
certain other gains and charges that we do not believe reflect our underlying business performance. |
| (11) | Calculated
as a percentage of revenue. |
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Red Clay’s audited
consolidated financial statements as of and for the year ended December 31, 2024 and unaudited condensed consolidated financial
statements as of and for the nine months ended September 30, 2025 are attached as Exhibits 99.1 and 99.2, respectively, to this Form
8-K and incorporated herein by reference. Such financial statements of Red Clay 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 September 30, 2025 and for the nine months ended September 30,
2025, and for the year ended December 31, 2024, related to the Company’s acquisition of Red Clay are attached as Exhibit 99.3
to this Form 8-K and incorporated herein by reference.
(d) Exhibits.
Exhibit
Number |
|
Description |
| |
|
| 2.1* |
|
Asset Purchase Agreement, dated October 1, 2025, by and among Aviator Paving Company Charlotte, LLC, a North Carolina limited liability company and James C. Smith, a resident of Charlotte, North Carolina and Red Clay Industries, Inc., a North Carolina corporation (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-1 (File No. 333-290850) filed on October 14, 2025). |
| |
|
| 23.1 |
|
Consent of Thomas Judy & Tucker P.A. |
| |
|
|
| 99.1 |
|
Audited
consolidated financial
statements of Red Clay Industries, Inc. as of and for the year ended December 31, 2024. |
| |
|
| 99.2 |
|
Unaudited condensed consolidated financial statements of Red Clay Industries, Inc. as of September 30, 2025 and for the nine months ended September 30, 2025 and the notes related thereto. |
| |
|
| 99.3 |
|
Unaudited
pro forma condensed consolidated financial information of the Company as of September 30, 2025 and for
the nine months ended September 30, 2025 and for the year ended December 31, 2024. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Schedules have been omitted pursuant to Item 601(b)(5) of Regulation
S-K. The Registrant undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC. |
SIGNATURE
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. |
|
| |
|
|
| By: |
/s/ Mike Rowe |
|
| Name: |
Mike Rowe |
|
| Title: |
Chief Financial Officer |
|
Date: December 15, 2025
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