Large 29% CDNL stake reported by Rowe and family trust

Rhea-AI Filing Summary

Cardinal Infrastructure Group Inc. received a Schedule 13G reporting a significant ownership position in its Class A common stock. Michael Bruce Rowe, Jr. and the Rowe Family 2024 Irrevocable Trust each report beneficial ownership of 2,038,003 shares, equal to 29.0% of the Class A shares.

The filing calculates this stake based on 14,947,318 Class A shares outstanding as of December 31, 2025 plus 2,038,003 shares that Mr. Rowe can acquire within 60 days. Mr. Rowe directly holds 1,834,084 shares underlying LLC Units exchangeable one-for-one into Class A shares and may be deemed to share beneficial ownership of 203,617 shares held by the family trust through his relationship to the trustee.

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

Michael Bruce Rowe, Jr.

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 1,834,084.00
6	Shared Voting Power 203,617.00
7	Sole Dispositive Power 1,834,084.00
8	Shared Dispositive Power 203,617.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,038,003.00

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)

29.0 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

CUSIP No. 14154A102

1

Names of Reporting Persons

Rowe Family 2024 Irrevocable Trust U/A dated 3/13/24

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 203,617.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 203,617.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,038,003.00

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)

29.0 %

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: Michael Bruce Rowe, Jr.
(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 2,038,003 shares which the Reporting Person had the right to acquire within 60 days of December 31, 2025 . Michael Bruce Rowe, Jr. - 2,038,003 Rowe Family 2024 Irrevocable Trust U/A dated 3/13/24 - 2,038,003
(b)	Percent of class: Michael Bruce Rowe, Jr. - 29.0% Rowe Family 2024 Irrevocable Trust U/A dated 3/13/24 - 29.0%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Michael Bruce Rowe, Jr. - 1,834,084 Rowe Family 2024 Irrevocable Trust U/A dated 3/13/24 - 203,617
	(ii) Shared power to vote or to direct the vote: Michael Bruce Rowe, Jr. - 203,617 Rowe Family 2024 Irrevocable Trust U/A dated 3/13/24 - 1,834,084
	(iii) Sole power to dispose or to direct the disposition of: Michael Bruce Rowe, Jr. - 1,834,084 Rowe Family 2024 Irrevocable Trust U/A dated 3/13/24 - 203,617
	(iv) Shared power to dispose or to direct the disposition of: Michael Bruce Rowe, Jr. - 203,617 Rowe Family 2024 Irrevocable Trust U/A dated 3/13/24 - 1,834,084 As of December 31 2025, Michael Bruce Rowe, Jr. was the record holder of 1,834,084 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. Rowe is the spouse of the trustee of the Rowe Family 2024 Irrevocable Trust U/A dated 3/13/24, as amended (the "Rowe Family Trust"), and as a result, may be deemed to share beneficial ownership of the securities held by the Rowe Family Irrevocable Trust. As a result, Mr. Rowe may be deemed to share beneficial ownership of the shares of Class A Common Stock underlying the LLC Units directly held by the Rowe 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.

Michael Bruce Rowe, Jr.

Signature:	/s/ Mike Rowe
Name/Title:	Mike Rowe
Date:	02/17/2026

Rowe Family 2024 Irrevocable Trust U/A dated 3/13/24

Signature:	/s/ Mike Rowe
Name/Title:	Authorized Signatory
Date:	02/17/2026

Exhibit Information

99 Joint Filing Agreement.

FAQ

What ownership stake in CDNL does Michael Bruce Rowe, Jr. report?

Michael Bruce Rowe, Jr. reports beneficial ownership of 2,038,003 shares of Cardinal Infrastructure Group Inc. Class A common stock, representing 29.0% of the class. This figure includes shares he can acquire within 60 days of December 31, 2025.

How many CDNL shares does the Rowe Family 2024 Irrevocable Trust report?

The Rowe Family 2024 Irrevocable Trust reports beneficial ownership of 2,038,003 shares of Class A common stock of Cardinal Infrastructure Group Inc., also representing 29.0% of the class, calculated using the same share count and acquisition-rights basis as Michael Bruce Rowe, Jr.

What percentage of CDNL’s Class A common stock is reported as owned?

The filing states that both Michael Bruce Rowe, Jr. and the Rowe Family 2024 Irrevocable Trust each beneficially own 29.0% of Cardinal Infrastructure Group Inc.’s Class A common stock, based on outstanding shares plus shares Mr. Rowe can acquire within 60 days of year-end 2025.

What share count does the CDNL Schedule 13G use as the base?

The Schedule 13G bases its ownership calculations on 14,947,318 Class A common shares outstanding as of December 31, 2025, plus 2,038,003 additional shares that Michael Bruce Rowe, Jr. has the right to acquire within 60 days of that date.

How are voting and dispositive powers over CDNL shares allocated?

The filing shows Michael Bruce Rowe, Jr. with sole voting and dispositive power over 1,834,084 shares and shared power over 203,617 shares. The Rowe Family 2024 Irrevocable Trust has the complementary allocations, reflecting how direct and trust-held positions are structured.

What is the significance of the LLC Units mentioned for CDNL?

As of December 31, 2025, Michael Bruce Rowe, Jr. was record holder of 1,834,084 Class A-equivalent shares underlying LLC Units and associated Class B shares. These LLC Units may be redeemed at his option on a one-for-one basis for Class A common stock.