[Form 4] Cardinal Infrastructure Group Inc. Insider Trading Activity

Rhea-AI Filing Summary

Cardinal Infrastructure Group Inc.'s chief financial officer reported equity ownership changes on a Form 4. On December 9, 2025, the officer acquired 2,429,624 shares of Class B Common Stock and an equal number of LLC Units as part of a reorganization in connection with the company’s initial public offering, as described in its registration statement on Form S-1. On December 11, 2025, 595,238 Class B shares were canceled for no consideration in connection with the redemption of the same number of LLC Units at a derivative price of $21 per unit.

After these transactions, the officer beneficially owned 1,834,386 Class B shares and 1,834,386 LLC Units directly, plus 203,617 Class B shares and 203,617 LLC Units indirectly through The Rowe Family Irrevocable Trust dated March 13, 2024. Each LLC Unit is redeemable at the holder’s option into one share of Class A Common Stock, with a corresponding Class B share forfeited on redemption, and the units have no expiration date.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Rowe Michael Bruce Jr.

(Last) (First) (Middle)

C/O CARDINAL INFRASTRUCTURE GROUP INC.

100 E. SIX FORKS ROAD, #300

(Street)

RALEIGH NC 27609

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cardinal Infrastructure Group Inc. [ CDNL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class B Common Stock	12/09/2025		A(1)		2,429,624	A	(1)	2,429,624	D
Class B Common Stock	12/11/2025		D		595,238	D	(2)	1,834,386	D
Class B Common Stock	12/09/2025		A(1)		269,688	A	(1)	269,688	I	By The Rowe Family Irrevocable Trust dated March 13, 2024(3)
Class B Common Stock	12/11/2025		D		66,071	D	(2)	203,617	I	By The Rowe Family Irrevocable Trust dated March 13, 2024(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LLC Units	(4)	12/09/2025		A(1)		2,429,624		(4)	(4)	Class A Common Stock	2,429,624	(1)	2,429,624	D
LLC Units	(4)	12/11/2025		D			595,238	(4)	(4)	Class A Common Stock	595,238	$21	1,834,386	D
LLC Units	(4)	12/09/2025		A(1)		269,688		(4)	(4)	Class A Common Stock	269,688	(1)	269,688	I	By The Rowe Family Irrevocable Trust dated March 13, 2024(3)
LLC Units	(4)	12/11/2025		D			66,071	(4)	(4)	Class A Common Stock	66,071	$21	203,617	I	By The Rowe Family Irrevocable Trust dated March 13, 2024(3)

Explanation of Responses:

1. Represents securities received as part of the Issuer's reorganization in connection with its initial public offering, as described in the registration statement on Form S-1 relating to the initial public offering. These securities were previously reported on a Form 3 filed by the Reporting Person.

2. Reflects the cancellation for no consideration of Class B Common Stock in connection with the redemption of the membership units of Cardinal Civil Contracting Holdings LLC (the "LLC Units").

3. The Reporting Person is the spouse of the trustee of The Rowe Family Irrevocable Trust dated March 13, 2024 ("Rowe Trust"), and as a result, may be deemed to share beneficial ownership of the securities held of record by Rowe Trust.

4. The LLC Units may be redeemed by the Reporting Person at any time at the option of the holder for shares of Class A Common Stock on a 1-to-1 basis, and a corresponding number of shares of Class B Common Stock will be forfeited in connection with the redemption. The LLC Units have no expiration date.

	/s/ Tiffany Gidley, Attorney-in-fact	12/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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