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8-KAccepted Oct 1, 4:30 PM ET

Cardinal Infrastructure Group Completes Acquisition of Allied Paving

CDNLCardinal Infrastructure Group Inc.

Accepted (ET)

4:30 PM

Oct 1, 2026

Filed

Oct 1, 2026

Documents

11

Size

504.6 KB

Summary

Cardinal Infrastructure Group Completes Acquisition of Allied Paving

Updated

What Happened
Cardinal Infrastructure Group Inc. announced on October 1, 2026 that it closed its acquisition of Allied Paving Contractors, Inc. The total consideration was approximately $115.0 million, comprised of about $88.9 million in cash and 1,006,796 shares of Cardinal’s Class A Common Stock. The stock issuance was made in a private sale relying on Section 4(a)(2) of the Securities Act and the shares are unregistered and subject to resale restrictions. The company furnished a press release dated October 1, 2026 (Exhibit 99.1) reporting the closing.

Key Details

  • Closing date: October 1, 2026.
  • Total consideration: approximately $115.0 million (≈ $88.9M cash + 1,006,796 Class A shares).
  • Issued shares: 1,006,796 Class A Common Stock, unregistered and resale restricted (private placement under Section 4(a)(2)).
  • Consideration is subject to customary post-closing adjustments; recipients made accredited-investor and investment-intent representations.

Why It Matters
This is a material acquisition transaction: it uses substantial cash (~$88.9M) and issues over one million new shares, which can affect Cardinal’s cash position and shareholder dilution. Post-closing adjustments may change the final purchase price. The unregistered nature of the issued shares limits their immediate resale, and investors should watch subsequent disclosures (e.g., financial results or integration updates) for how Allied Paving will affect Cardinal’s revenue, margins, and liquidity.

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