[SCHEDULE 13G] Cardinal Infrastructure Group Inc. Passive Investment Disclosure (>5%)
Spivey reports 45% stake in Cardinal Infrastructure
Jeremy Simmons Spivey filed a Schedule 13G reporting significant ownership in Cardinal Infrastructure Group Inc. He reports beneficial ownership of 12,229,848 shares of Class A Common Stock, representing 45.0% of the class.
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Jeremy Simmons Spivey filed a Schedule 13G reporting significant ownership in Cardinal Infrastructure Group Inc. He reports beneficial ownership of 12,229,848 shares of Class A Common Stock, representing 45.0% of the class. This figure includes shares he may acquire within 60 days of December 31, 2025, based on 14,947,318 Class A shares outstanding as of that date.
Spivey is the record holder of 10,179,004 shares underlying LLC Units and associated Class B shares that are redeemable one-for-one into Class A shares. He may also be deemed to share beneficial ownership of 2,050,844 additional shares held by the Spivey Family 2024 Irrevocable Trust, resulting in shared voting and dispositive power over that portion.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake in Cardinal Infrastructure Group (CDNL) does Jeremy Simmons Spivey report?
Jeremy Simmons Spivey reports beneficial ownership of 12,229,848 shares of Cardinal Infrastructure Group Class A Common Stock, representing 45.0% of the class. This includes shares he can acquire within 60 days of December 31, 2025.
How many Cardinal Infrastructure (CDNL) shares were outstanding for this 13G calculation?
The ownership percentages are based on 14,947,318 shares of Cardinal Infrastructure Group Class A Common Stock outstanding as of December 31, 2025, plus 12,229,848 shares that the reporting person had the right to acquire within 60 days.
What role does the Spivey Family 2024 Irrevocable Trust play in CDNL ownership?
The Spivey Family 2024 Irrevocable Trust is shown with 12,229,848 shares beneficially owned, equal to 45.0% of the Class A Common Stock. It holds 2,050,844 shares with sole voting and dispositive power, contributing to the overall reported beneficial ownership.
How are voting and dispositive powers over CDNL shares allocated for Spivey?
Jeremy Simmons Spivey has sole voting and dispositive power over 10,179,004 shares and shared voting and dispositive power over 2,050,844 shares. The shared portion reflects securities held by the Spivey Family 2024 Irrevocable Trust associated with him.
What securities class is covered by this Cardinal Infrastructure (CDNL) Schedule 13G?
The Schedule 13G covers Class A Common Stock of Cardinal Infrastructure Group Inc., with a par value of $0.0001 per share. The reported holdings also relate to LLC Units and associated Class B shares redeemable into Class A on a one-for-one basis.
When was the ownership date triggering this CDNL Schedule 13G filing?
The date of the event requiring this Schedule 13G filing is December 31, 2025. Beneficial ownership amounts and percentages, including the 45.0% stake, are calculated as of that same date for Cardinal Infrastructure Group Inc.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CARDINAL INFRASTRUCTURE GROUP INC.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
14154A102
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
14154A102
1
Names of Reporting Persons
Jeremy Simmons Spivey
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
10,179,004.00
6
Shared Voting Power
2,050,844.00
7
Sole Dispositive Power
10,179,004.00
8
Shared Dispositive Power
2,050,844.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,229,848.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
45.0 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
14154A102
1
Names of Reporting Persons
Spivey Family 2024 Irrevocable Trust U/A dated 5/13/24
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
NORTH CAROLINA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
2,050,844.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
2,050,844.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,229,848.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
45.0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
CARDINAL INFRASTRUCTURE GROUP INC.
(b)
Address of issuer's principal executive offices:
100 E. SIX FORKS RD., SUITE 300, RALEIGH, NC. 27609
Item 2.
(a)
Name of person filing:
Jeremy Simmons Spivey
(b)
Address or principal business office or, if none, residence:
c/o Cardinal Infrastructure Group Inc.
100 E. Six Forks Rd.
Suite 300
Raleigh, NC. 27609
(c)
Citizenship:
United States of America.
(d)
Title of class of securities:
Class A Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
14154A102
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The ownership information presented below represents beneficial ownership of the shares of Class A Common Stock as of December 31, 2025, based upon 14,947,318 shares of Class A Common Stock outstanding as of December 31, 2025 plus 12,229,848 shares which the Reporting Person had the right to acquire within 60 days of December 31, 2025 .
Jeremy Simmons Spivey - 12,229,848
Spivey Family 2024 Irrevocable Trust U/A dated 5/13/24 - 12,229,848
(b)
Percent of class:
Jeremy Simmons Spivey - 45.0%
Spivey Family 2024 Irrevocable Trust U/A dated 5/13/24 - 45.0%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Jeremy Simmons Spivey - 10,179,004
Spivey Family 2024 Irrevocable Trust U/A dated 5/13/24 - 2,050,844
(ii) Shared power to vote or to direct the vote:
Jeremy Simmons Spivey - 2,050,844
Spivey Family 2024 Irrevocable Trust U/A dated 5/13/24 - 10,179,004
(iii) Sole power to dispose or to direct the disposition of:
Jeremy Simmons Spivey - 10,179,004
Spivey Family 2024 Irrevocable Trust U/A dated 5/13/24 - 2,050,844
(iv) Shared power to dispose or to direct the disposition of:
Jeremy Simmons Spivey - 2,050,844
Spivey Family 2024 Irrevocable Trust U/A dated 5/13/24 - 10,179,004
As of December 31 2025, Jeremy Simmons Spivey was the record holder of 10,179,004 shares of Class A Common Stock underlying the LLC Units of Cardinal Holdings and associated shares of Class B Common Stock of the Issuer, which 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 one-for-one basis. Mr. Spivey is the spouse of the trustee of the Spivey Family 2024 Irrevocable Trust U/A dated 5/13/24, as amended (the "Spivey Family Trust"), and as a result, may be deemed to share beneficial ownership of the securities held by the Spivey Family Irrevocable Trust. As a result, Mr. Spivey may be deemed to share beneficial ownership of the shares of Class A Common Stock underlying the LLC Units directly held by the Spivey Family Trust.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Jeremy Simmons Spivey
Signature:
/s/ Jeremy Spivey
Name/Title:
Jeremy Spivey
Date:
02/17/2026
Spivey Family 2024 Irrevocable Trust U/A dated 5/13/24
