As filed with the Securities and Exchange Commission on ~~October~~June 1422, ~~2025~~2026.

Registration No. 333-

UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

~~SECURITIES AND EXCHANGE COMMISSION~~________________________________________

Washington, D.C. 20549

_________________________

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

~~_________________________~~________________________________________

Cardinal Infrastructure Group Inc.

(Exact name of registrant as specified in its charter)

~~_________________________~~________________________________________

Delaware	1600	39-3180206
(State or other jurisdiction ofincorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. EmployerIdentification Number)
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

100 E. Six Forks Road, #300 Raleigh, North Carolina 27609 (919) 324-1964 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

~~Raleigh, North Carolina 27609~~________________________________________

Tiffany GidleyGeneral Counsel100 E. Six Forks Road, #300Raleigh, North Carolina 27609(919) 324-1964(~~Address~~Name, address, including zip code, and telephone number, including area code, of ~~registrant’s~~agent ~~principal~~for ~~executive offices~~service)

~~_________________________~~________________________________________

Tiffany Gidley

General Counsel

100 E. Six Forks Road, #300

Raleigh, North Carolina 27609

(919) 324-1964(Name, address, including zip code, and telephone number, including area code, of agent for service)

_________________________

Copies to:

Edward S. ~~BestWillkie~~Best Willkie Farr & Gallagher ~~LLP300~~LLP 300 North LaSalle Drive Chicago, IL 60654 (312) 728-9000 Christopher D. ~~LuekingJonathan~~Lueking Jonathan E. ~~SarnaLatham~~Sarna Latham & Watkins ~~LLP330~~LLP 330 North Wabash Avenue, Suite ~~2800Chicago~~2800 Chicago, IL 60611 (312) 876-7700

~~_________________________~~________________________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 4415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		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 7(a)(2)(B) of the Securities Act. ☐ ☒

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. The securities described herein may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell, nor does it seek an offer to buy, the securities described herein in any jurisdiction where the offer or sale is not permitted.

~~Subject~~SUBJECT toTO ~~completion~~COMPLETION, DATED JUNE 22, ~~2025~~2026

Preliminary Prospectus

3,750,000 shares

Cardinal Infrastructure Group Inc.

Class A Common Stock

~~This is our initial public offering.~~ We are offering 3,750,000 shares of our Class A Common Stock.

~~Prior~~Our ~~to this offering, there has been no public market for our~~ Class A Common Stock. It is ~~currently~~listed ~~estimated~~on ~~that~~The ~~the~~Nasdaq ~~initial~~Global ~~public~~Select ~~offering~~Market ~~price~~(“Nasdaq”) ~~will~~under bethe ~~between~~symbol ~~$ and~~“CDNL.” ~~$ per~~On ~~share~~June of18, ~~Class A~~2026, ~~Common~~the ~~Stock.~~closing Weprice ~~have~~of ~~applied to list~~ our ~~Class A~~common ~~Common~~stock ~~Stock~~ on ~~The~~ Nasdaq ~~Global~~was ~~Select~~$81.40 ~~Market~~per ~~(“Nasdaq”) under the symbol “CDNL~~share.”

WeInvesting ~~are~~in anour ~~“emerging~~Class A ~~growth~~Common ~~company”~~Stock asinvolves ~~that~~risks. ~~term~~See is“Risk ~~used~~Factors” inbeginning ~~the~~on ~~Jumpstart Our Business Startups Act~~page ~~of 2012,~~17 ~~and as such, we have elected~~ to ~~take~~read ~~advantage~~about offactors ~~certain~~you ~~reduced~~should ~~public~~consider ~~company~~before ~~reporting~~buying ~~requirements~~shares ~~for~~of ~~this~~our ~~prospectus and future filings. See “Risk Factors” and “Summary~~Class ~~— Emerging~~A ~~Growth~~Common ~~Company Status~~Stock.”

We will have two classes of common stock after this offering: Class A Common Stock and Class B Common Stock. Upon completion of this offering and the Reorganization (as defined below), holders of shares of our Class A Common Stock and Class B Common Stock will be entitled to one vote for each share of Class A Common Stock or Class B Common Stock held of record on all matters on which stockholders are entitled to vote generally. See “Description of Capital Stock.” Upon consummation of this offering, certain persons (the “Continuing Equity Holders”) will hold 100% of the shares of Class B Common Stock that will entitle them to % of the combined voting power of our common stock (or % if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock).

We will be a holding company, and upon consummation of this offering and the application of proceeds therefrom, our principal asset will consist of LLC Units (as defined below) we acquire directly from Cardinal Civil Contracting Holdings LLC, a Delaware limited liability company (“Cardinal”), and from each Continuing Equity Holder, collectively representing an aggregate % economic interest in Cardinal. The remaining % economic interest in Cardinal will be owned by the Continuing Equity Holders through their ownership of LLC Units, assuming no exercise of the underwriters’ option to purchase additional shares of Class A Common Stock. We will be the sole managing member of Cardinal. We will operate and control all of the business and affairs of Cardinal and, through Cardinal, conduct our business.

Investing in our Class A Common Stock involves risks. See “Risk Factors” beginning on page 22 to read about factors you should consider before buying shares of our Class A Common Stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Per share	Total
	Per Share	Total
Public offering price	$	$
Underwriting discounts and commissions(1)	$	$
Proceeds to us (before expenses)	$	$

____________

(1) See “Underwriting (Conflicts of Interest)” for a description of compensation payable to the underwriters.

We have granted the underwriters a 30-day option to purchase up to an additional 562,500 shares of Class A Common Stock from us at the ~~initial~~ public offering price, less the underwriting discount.

The underwriters expect to deliver the shares of Class A Common Stock to purchasers on or about , ~~2025~~2026.

Book-Running Managers ~~Stifel William Blair Lead Manager D.A. Davidson & Co.~~

Stifel

William Blair

Truist Securities

Table of Contents

~~Table~~TABLE ofOF ~~Contents~~CONTENTS

		Page
Summary		1
SUMMARY		1
RISK FACTORS		2217
Cautionary statement regarding forward-looking statements		52
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		47
Use Of Proceeds		53
USE OF PROCEEDS		48
Dividend Policy		54
DIVIDEND POLICY		49
Capitalization		55
CAPITALIZATION		50
Dilution		56
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		51
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION		58
BUSINESS		68
Management’s Discussion and Analysis of Financial Condition and Results of Operations		70
DESCRIPTION OF CAPITAL STOCK		79
Business		90
SHARES ELIGIBLE FOR FUTURE SALE		85
Management		102
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS		87
Executive Compensation		106
UNDERWRITING (CONFLICTS OF INTEREST)		91
Security Ownership Of Certain Beneficial Owners And Management		109
LEGAL MATTERS		97
OUR ORGANIZATIONAL STRUCTURE		111
EXPERTS		97
Certain Relationships and Related Party Transactions		116
WHERE YOU CAN FIND ADDITIONAL INFORMATION		97
Description of capital stock		125
INCORPORATION BY REFERENCE		98
Shares eligible for future sale		130
Material U.S. Federal Income Tax Considerations For Non-U.S. Holders		132
Underwriting		136
Legal Matters		143
Experts		143
CHANGEs IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		143
Where You Can Find Additional Information		144
INDEX TO FINANCIAL STATEMENTS		F-1

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~~About~~ABOUT ~~This~~THIS ~~Prospectus~~PROSPECTUS

We have not, and the underwriters have not, authorized any other person to provide you with information different from that contained in this prospectus and any free writing prospectus. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not, and the underwriters are not, making an offer to sell the securities described herein in any jurisdiction where an offer or sale is not permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our Class A Common Stock. Our business, financial condition, results of operations and prospects may have changed since that date.

This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See “Risk Factors” and “Cautionary Statement Regarding Forward-looking Statements.”

As used in this prospectus, unless the context otherwise requires, references to “we,” “us,” “our,” the “Company” and similar references refer: (i) following the consummation of the Transactions (as defined below), including this offering, to Cardinal Infrastructure Group Inc. (“Cardinal Group”), and, unless otherwise stated, all of its direct and indirect subsidiaries, including Cardinal, and (ii) prior to the completion of the Transactions, including this offering, to Cardinal Civil Construction, LLC, a North Carolina limited liability company (“Cardinal NC”). Cardinal Group will be a holding company and the sole managing member of Cardinal, and upon consummation of the Transactions, its principal asset will consist of membership interests (“LLC Units”) in Cardinal. Cardinal, in turn, will be a holding company, the principal asset of which will consist of 100% of the outstanding membership interests in Cardinal NC, and will be the sole managing member of Cardinal NC.

Presentation of Financial and Operating Data

Cardinal NC is the accounting predecessor of Cardinal Group for financial reporting purposes. Cardinal Group will be the audited financial reporting entity following this offering. Accordingly, this prospectus contains the following historical financial statements:

• Cardinal Group. Other than the balance sheet, dated as of July 31, 2025, the historical financial information of Cardinal Group has not been included in this prospectus as it is a newly incorporated entity, and has had no business transactions or activities to date, besides our initial capitalization.

• Cardinal NC. Because Cardinal Group will have no interest in any operations other than those of Cardinal, the historical financial information included in this prospectus is that of Cardinal NC.

Certain monetary amounts, percentages, and other figures included in this prospectus have been subject to rounding adjustments. Percentage amounts included in this prospectus have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this prospectus may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements included elsewhere in this prospectus. Certain other amounts that appear in this prospectus may not sum due to rounding.

Organizational Structure

In connection with the closing of this offering, we will undertake certain organizational transactions to reorganize our organizational structure. Unless otherwise stated or the context otherwise requires, all information in this prospectus reflects the consummation of the organizational transactions described in the section titled “Our Organizational Structure” and this offering, and the application of the proceeds therefrom, which we refer to collectively as the “Transactions.”

See “Our Organizational Structure” for a diagram depicting our organizational structure after giving effect to the Transactions, including this offering.

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NON-GAAP FINANCIAL METRICS

We present our results of operations in a way that we believe will be the most meaningful and useful to investors, analysts, rating agencies and others who use our financial information to evaluate our performance. Some of our financial measures are not prepared in accordance with generally accepted accounting principles (“non-GAAP”) under Securities and Exchange Commission (“SEC”) rules and regulations. For example, in this prospectus, we present Adjusted Gross Profit, Adjusted Gross Profit Margin, EBITDA, Adjusted EBITDA, EBITDA Margin and Adjusted EBITDA Margin, all of which are non-GAAP financial measures as defined in Item 10(e) of Regulation S-K (“Regulation S-K”) promulgated by the SEC. These measures are presented for supplemental informational purposes only, and are not intended to be substitutes for any GAAP financial measures, including net income, and, as calculated, may not be comparable to companies in other industries or within the same industry with similarly titled measures of performance. In addition, these non-GAAP measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Therefore, non-GAAP financial measures should be considered in addition to, not as a substitute for, or in isolation from, measures prepared in accordance with GAAP. Where appropriate, reconciliations of our non-GAAP financial measures to the most comparable GAAP figures are included. For further discussion and a reconciliation of these non-GAAP financial measures to their most directly comparable financial measure calculated in accordance with GAAP, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures.”

~~Market~~MARKET ~~and~~AND ~~industry~~INDUSTRY ~~data~~DATA

Unless otherwise indicated, information contained in this prospectus concerning our industry, competitive position, and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources, and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and other third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data, and our experience in, and knowledge of, such industry and markets, which we believe to be reasonable. In addition, projections, assumptions, and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

~~Trademarks~~ii

This prospectus includes our trademarks and trade names which are protected under applicable intellectual property laws and are our property. This prospectus also contains trademarks, trade names, and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks, trade names, and service marks referred to in this prospectus may appear without the ®, ™ or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent permitted under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names, and service marks. We do not intend our use or display of other parties’ trademarks, trade names, or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

iii

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~~Summary~~SUMMARY

This summary provides a brief overview of information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before making an investment decision with respect to our Class A Common Stock. You should read the entire prospectus carefully, including the information presented under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” ~~and~~our ~~the~~ consolidated financial statements and related notes thereto included elsewhere in this prospectus and the information incorporated by reference into this prospectus. You should also read “Risk Factors” for more information about important risks that you should consider carefully before buying our Class A Common Stock. Unless indicated otherwise, the information presented in this prospectus assumes (i) an initial public offering price of $ per share of Class A Common Stock (the midpoint of the price range set forth on the cover page of this prospectus), (ii) that the underwriters do not exercise their option to purchase additional shares of Class A Common Stock, and (iii) other than in the consolidated financial statements and related notes thereto included elsewhere in this prospectus, the consummation of the Reorganization (as defined below).

Our Company

We provide a comprehensive suite of infrastructure services to the residential, commercial, industrial, municipal, and state infrastructure markets. Our operations leverage a large, highly skilled workforce and a fleet of specialized equipment to deliver wet utility installations (water, sewer, and stormwater systems), as well as grading, site clearing, erosion control, drilling and blasting, paving, and other related site services. We are becoming the platform of choice for a diverse array of infrastructure construction projects in our target geographies that require high-level technical expertise and sophistication. We seek to safely execute site work solutions within both the individual project’s schedule and budget, while strengthening our relationships with our growing list of customers. We believe we are one of the fastest-growing, full-service turnkey infrastructure services companies in the Southeastern United States. We deliver our suite of comprehensive infrastructure services that support the planning, preparation, installation, and development of residential, commercial, industrial, municipal, and state infrastructure projects, primarily through in-house teams and equipment, significantly reducing the need for outsourcing or subcontractors, which enables industry-leading project execution. Led by an experienced, long-tenured management team and supported by talented project managers, we are driven by a culture of safety and employee development. Our high-level expertise, technical sophistication, and expedited delivery of services result in strong margins. We believe we are well positioned to continue growing our revenue and profitability in a very fragmented and highly attractive industry.

The Southeastern United States is one of the fastest-growing regions with respect to population and job growth. The three distinct and attractive markets in which we primarily operate today (the greater Charlotte, Raleigh, and Greensboro areas of North Carolina) have experienced a combined annual population growth of 6.6% from 2020 to 2024, compared to 2.6% for the rest of the United States. Our footprint is strategically aligned with the North Carolina Research Triangle, which houses numerous educational institutions and knowledge-sector companies that are among the core drivers of job growth in the state. In 2024, North Carolina issued approximately nine new housing permits per 1,000 residents, compared to about four new permits per 1,000 residents for the United States overall.

We maintain deep, long-standing relationships with a diverse customer base, including some of the largest regional and national home builders, as well as general contractors supporting commercial and industrial construction. We believe these relationships enable us to consistently win new contracts and expand both within our current markets and into new geographies. We are already fully integrated within our Raleigh market and are completing integration buildouts in our other markets. We believe this significantly reduces wait times between each phase of construction, minimizes timeline risk, and increases the likelihood of successful execution. As the first step in the construction process, customers highly value our speed of delivery, quality of work, and reputation for excellence, which results in recurring business and better margins. Our dedication to proven processes, technology, and safety has enabled our strong growth and reputation.

~~For~~Company the six months ended June 30, 2025, we generated revenue of approximately $187.9 million, supported by a robust backlog of approximately $643 million at June 30, 2025, compared to revenue of approximately $153.9 million for the six months ended June 30, 2024. For the year ended December 31, 2024, we generated revenue of approximately $315.2 million, supported by a robust backlog of approximately $512 million at December 31, 2024, compared to revenue of approximately $248.0 million for the year ended December 31, 2023 and a backlog of approximately $401 million at December 31, 2023. For the six months ended June 30, 2025, net income was approximately $16.1 million, Gross Profit was approximately $24.6 million, Adjusted Gross Profit was approximately History

Cardinal NC was founded in 2013 by Jeremy Spivey, our Chief Executive Officer, in Raleigh, North Carolina. We originated as a niche provider of wet utilities installation and have, over time, both organically and through acquisitions, added capabilities, including grading, site clearing, erosion control, drilling and blasting, paving, and related site services, to become a full-service, end-to-end provider of turnkey infrastructure services.

Acquisitions have been an integral part of our growth since our founding. We completed seven acquisitions through March 31, 2026. We deepened our presence within the Raleigh, NC market through the acquisition of Harrelson Utility Repair & Contracting Inc. in 2021 and G. Goodwin Enterprises, LLC in 2022. We subsequently expanded into the Charlotte, NC area through the acquisition of Monroe Roadways, Inc. in July 2023 and Purcell Construction, Inc. in January 2025. In 2024, we expanded into the Greensboro, NC market organically, and in May 2025, we acquired Page & Associates, Inc., a local provider based in Greensboro. In October 2025, we acquired Red Clay Industries, Inc., a provider of asphalt paving, concrete contracting, concrete reclamation and soil stabilization in Charlotte and surrounding areas, which includes operations in South Carolina. On February 18, 2026, the Company acquired all of the equity interests in A.L. Grading Contractors, LLC (“ALGC”), a fourth-generation provider of comprehensive site development solutions, including grading, underground utilities, erosion control, and clearing, supporting large-scale commercial, industrial, and residential construction in Georgia and South Carolina.

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~~$39.1~~Industry million, EBITDA was approximately $33.9 million and Adjusted EBITDA was approximately $34.2 million, compared to net income of approximately $16.6 million, Gross Profit of approximately $25.4 million, Adjusted Gross Profit of approximately $34.0 million, EBITDA of approximately $28.4 million and Adjusted EBITDA of approximately $29.7 million for the six months ended June 30, 2024. For the year ended December 31, 2024, net income was approximately $28.3 million, Gross Profit was approximately $46.6 million, Adjusted Gross Profit was approximately $65.3 million, EBITDA was approximately $53.1 million and Adjusted EBITDA was approximately $56.5 million, compared to net income of approximately $24.3 million, Gross Profit of approximately $35.6 million, Adjusted Gross Profit of approximately $48.8 million, EBITDA of approximately $41.5 million and Adjusted EBITDA of approximately $43.1 million for the year ended December 31, 2023. For the six months ended June 30, 2025, our net income margin was approximately 8.6%, EBITDA Margin was approximately 18%, Adjusted EBITDA Margin was approximately 18.2%, Gross Profit Margin was approximately 13.1% and Adjusted Gross Profit Margin was approximately 20.8%, compared to net income margin of approximately 10.8%, EBITDA Margin of approximately 18.4%, Adjusted EBITDA Margin of approximately 19.3%, Gross Profit Margin of approximately 16.5% and Adjusted Gross Profit Margin of approximately 22.1% for the six months ended June 30, 2024. For the year ended December 31, 2024, our net income margin was approximately 9.0%, EBITDA Margin was approximately 16.9%, Adjusted EBITDA Margin was approximately 17.9%, Gross Profit Margin was approximately 14.8% and Adjusted Gross Profit Margin was approximately 20.7%, compared to net income margin of approximately 9.8%, EBITDA Margin of approximately 16.7%, Adjusted EBITDA Margin of approximately 17.4%, Gross Profit Margin of approximately 14.4% and Adjusted Gross Profit Margin of approximately 19.7% for the year ended December 31, 2023. Our backlog, which was approximately $643 million as of June 30, 2025, enables management to assess future revenue visibility and anticipate business activity. Historically, our maintenance capital expenditure as a percentage of EBITDA has been relatively low resulting in our business being highly cash generative and primed for continued expansion. We believe these financial results position us well for continued profitable growth and operational flexibility.Overview

We primarily operate in North Carolina, specifically the greater Charlotte, Raleigh, and Greensboro areas, and more recently we have commenced operations in South Carolina and Georgia. Our Charlotte operations also include certain projects located in South Carolina, reflecting the city’s immediate proximity to the state border. We believe operating in North Carolina benefits us due to both positive long-term demographic trends and the state’s historical commitment to funding transportation and wet utility projects. Additionally, the state has positive trends for population growth, which is a key driver for infrastructure spending. According to the 2024 census, as ranked by population, North Carolina was the ninth largest state in the United States and the fourth fastest growing in numeric growth, with a 15.8% increase from 2010 to 2024. Population in North Carolina is expected to grow by 6.3% from 2024 to 2030, according to the North Carolina Office of State Budget and Management. This rapidly growing population base continues to drive demand for our services across the residential, commercial, civil, municipal, and industrial infrastructure verticals. Further, this rising population has contributed to revenue growth in our operations for each of the greater Raleigh, Charlotte and Greensboro areas of $230 million to $330 million, $18 million to $94 million and no revenue to $32 million between the years ended December 31, 2023 and December 31, 2025, respectively. In addition, our backlog in each of these areas was strong as of December 31, 2025 with approximately $463 million, $140 million and $79 million in Raleigh, Charlotte and Greensboro, respectively.

Our geographic markets have experienced steady and significant population growth over the last 10 years. The rapidly growing population bases in our target markets in the Southeastern United States continue to enhance the need for expanded site preparation services, transportation, and water infrastructure.

Our Competitive Strengths

We believe that the following competitive strengths have been instrumental in our success and position us for continued growth:

Comprehensive Infrastructure Construction Capabilities

We provide a comprehensive set of construction services to our customers through our skilled workforce. Our broad service offering reduces reliance on subcontractors and differentiates us from smaller, less well-capitalized providers who depend on third parties or subcontractors to complete the full scope of a project. Because almost all our services are performed in-house, we maintain control over the project timeline and workforce and can competitively bid on projects while sustaining attractive margins. Customers value our ability to complete contracts quickly and efficiently, which aligns with the market’s need for faster project completion.

Strong Relationships with Regional and National Home Builders

We have developed deep, long-standing relationships with some of the largest regional and national home builders, which we believe serves as a key competitive advantage in the residential market. Our strong relationships, which are founded on years of superior service delivery, enable us to negotiate contracts rather than compete in lowest-bidder scenarios. As our home builder partners expand geographically, we are able to grow alongside them, consistently winning new projects and broadening our presence both within existing markets and in new geographies. Importantly, as industry trends indicate that residential builders are moving quickly and seeking to minimize inventory, our ability to deliver projects rapidly and reliably makes us a preferred partner for these customers.

Leadership Position in Our Markets

We are an established leader in our markets based on our longevity, management expertise and reputation, and in-depth knowledge of construction conditions in our market areas. Our history of success has contributed to the development of our diverse customer base, which is comprised of local and national customers. With no customer contributing more than 1410% of revenue for the year ended December 31, ~~2024~~2025, our scale and vertical integration in the Southeastern United States make us one of the leading providers of choice for complex residential, industrial, and municipal projects. Our decentralized model makes us a versatile infrastructure services provider, serving both the niche needs of local customers and the broader requirements of national developers.

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Distinct Scale Advantage

Our significant scale provides us with a distinct competitive advantage in a highly fragmented market. Our size allows us to expand our customer base and range of services, positioning us as the provider of choice for large-scale projects that smaller competitors may not be able to execute. Unlike larger-scale competitors, who are typically general contractors, our focused expertise and resources allow us to efficiently perform a broad range of critical services in-house. This scale enables us to better control project timelines, quality, and costs. As a result, we are able to capture greater market share and deliver superior value to our customers.

Consistent History of Managing Construction Projects and Contract Risk

Our significant experience and longevity in our markets provide us with a deep understanding of the many risks associated with infrastructure construction, which we actively monitor and manage from the bidding stage through contract completion. Our project managers lead the estimating process, and all bid proposals are reviewed by senior management prior to submission. This system increases project managers’ accountability and creates a flywheel of market intelligence including not only the financial and operational risks, but also the opportunities inherent in our contracts. Wet utility services represent the most complex aspect of infrastructure construction and require timely execution that drives the overall project timeline. Our vertical integration further reduces the risk of supply chain disruptions, serving as a key competitive differentiator for our clients.

Opportunistic Acquisition Process

WeThrough ~~have~~March 31, 2026 we had successfully completed ~~six~~seven acquisitions over the ~~past~~prior five years, which have significantly augmented our growth. While acquisitions can expand our market share in existing North Carolina markets such as Raleigh, Charlotte, and Wilmington, we also pursue small acquisitions in additional markets as they are easier to integrate and are highly accretive. For example, we expanded into Charlotte ~~two years~~in ~~ago~~2023 by acquiring a company with approximately $26 million in annual revenue. Since consolidating that acquisition into our platform and combined with the revenue of another company acquired in early 2025, we have been able to increase revenue in our Charlotte operations to approximately $6094 million for the twelve- months ended ~~June 30~~December 31, 2025 on a combined basis. WeMost ~~have a proven integration history that has historically unlocked value. Due to our performance-oriented culture and robust growth prospects~~recently, ~~acquisition partners are given an equity stake~~ in ~~the~~February 2026, ~~company.~~we ~~All~~acquired ~~six~~ALGC ofwhich expands our ~~acquisition~~operations ~~partners retain an equity stake~~ in ~~our~~South ~~business~~Carolina ~~following each acquisition, allowing them to remain involved~~ and ~~aligned~~represents ~~with~~ our ~~company’s~~first ~~long-term~~expansion ~~success. While we continuously evaluate potential acquisitions, as of the date of this prospectus we have not entered~~ into ~~any agreement or arrangement with respect to any particular acquisition other than those previous acquisitions described in this prospectus~~Georgia. ~~Furthermore, there can be no assurance that we will be able to complete any future acquisitions on favorable terms or at all.~~

We have a proven integration history that has historically unlocked value. Due to our performance-oriented culture and robust growth prospects, acquisition partners are given an equity stake in the company. Seven of our acquisition partners have retained an equity stake in our business following each acquisition, allowing them to remain involved and aligned with our company’s long-term success.

Experienced Management Team and Skilled Workforce

~~Our~~Jeremy Spivey, our Chief Executive Officer and founder, has over 30 years of experience in operating a civil infrastructure business, and our seasoned management team averages over 30 years of industry experience. Our large, skilled workforce presents us with significant competitive advantages, especially due to the lack of relevant trade schools in the United States. Many of our skilled workers are developed internally through apprenticeship programs or acquired through strategic hiring. Junior estimators are hired after passing an aptitude test and participate in a year-long program before bidding jobs independently, while project management team members undergo a similar two-year training process. In the field, we utilize simulators to provide hands-on training for staff, and supervisors undergo rigorous reviews every six months, with successful individuals having the opportunity to advance into project management roles. Additionally, our company’s growth creates opportunities to promote and develop employees, as we prioritize internal advancement. As our platform’s success continues, we believe we have become a destination workplace for many of the skilled workers in our geographies.

Employee Safety

We dedicate significant time and resources to properly training and equipping our approximately 1,200 employees, particularly our field personnel. Each employee receives an initial safety orientation, and for certain types of projects, specific hazard training programs. As a result, we are proud to report that our 2025 Experience Modification Rate (“EMR”) is 0.85, a numerical rating commonly used by workers compensation insurers that compares a business’s safety record to other businesses in the same industry, compared to the industry average of 1.00, indicating a superior safety record.

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Emphasis on Culture

Our culture is defined by an execution-focused environment where employees are empowered and incentivized to think and act like owners. We foster a “winning together” mindset to align interests and drive performance. As a non-union organization, we maintain flexibility and agility in our operations. This approach has resulted in strong employee retention, high engagement, and consistently positive customer feedback, all of which contribute to our ongoing success and growth.

~~Our Growth Strategies~~3

WeTable ~~aspire to be the platform~~ of choice for diverse construction projects in our target geographies that require high-level technical expertise and an increasing level of sophistication. Above all, we seek to safely execute site work solutions within both the individual project’s schedule and budget, while successively strengthening our relationships with our growing list of customers. The key elements of our growth strategy include:Contents

Detailed Growth Strategy

The key elements of our growth strategy include:

Leverage Our Proven, Replicable Model to Expand Within Our Existing Markets and into New Geographies Across the Southeastern United States.

Building on our established success and leadership in the Southeastern United States, we are utilizing our comprehensive infrastructure construction capabilities and strong relationships with national home builders and other customers to further penetrate existing markets and explore new geographic areas. Our proven model, characterized by efficient in-house performance and a skilled workforce, positions us to capture additional market share and deliver superior value in a region experiencing rapid population and job growth. ~~We estimate this model has resulted in approximately 73% organic revenue growth since our founding in 2013.~~

We expand geographically by leveraging existing relationships and organic growth, as well as through strategic acquisitions. This approach allows us to quickly establish a presence, build market share, and replicate our proven business model in diverse regions, serving a broader customer base and capitalizing on local opportunities, which has resulted in our revenue growing at a 44% compound annual growth rate (“CAGR”) between 2021 and 2025. In each market we enter, we build out the foundation of our infrastructure services business by initially focusing on residential home building, which provides large, multi-phase opportunities and enables us to establish our service reputation. Once we have developed a strong reputation in a given market, we can move to a new market and repeat our growth strategy, which we estimate has resulted in an organic revenue CAGR of approximately 35% since 2018. For example, we began in Raleigh, NC, and entered the Charlotte, NC market in 2023 via a small acquisition. Now, Charlotte, NC represents roughly 21% of our total revenue for the twelve months ended December 31, 2025. We entered into the Greensboro, NC market in 2024 and expanded further into this market in 2025 via a small acquisition. We entered into the Georgia market in February 2026 via the acquisition of ALGC. We believe we have opportunities to further expand our presence in Wilmington, NC, South Carolina and Georgia, and the opportunity to extend our operations strategically into Tennessee and Florida. This approach also positions us to win additional business on larger, more specialized projects with industrial, commercial, retail, and municipal or state customers. We begin with core site preparation services, including underground capabilities such as drilling and blasting, wet utility work, electrical utility lines, and grading, and we expand our service lines as our customer mix evolves, further strengthening our position as a leading provider of end-to-end infrastructure services across the Southeastern United States.

Integrate Additional Services into Our Operations.

As we continue to grow, we seek to enhance our service portfolio by incorporating new service lines that align with and complement our core construction competencies, further evolving into a comprehensive turnkey infrastructure services company. By expanding our range of services, such as paving, asphalt plants, precast concrete manufacturing, closed-circuit television (“CCTV”) inspection, and drilling and blasting, we can better meet the diverse needs of our customers, reduce reliance on subcontractors, and maintain control over project timelines and quality. We add these capabilities through both organic growth and small, tuck-in acquisitions, which not only enhance our Gross Profit Margin opportunities but also strengthen our ability to compete for a wider range of projects. We believe this strategic integration will enable us to offer a more comprehensive suite of solutions, further differentiating us from competitors and strengthening our market position.

Pursue Acquisitions that Complement Our Current Service Capabilities and Position Us for New Opportunities.

Acquisitions have been a key driver of our growth, and we will continue to pursue targeted, strategic transactions that enhance our service capabilities and expand our market presence. Our acquisition strategy focuses on pursuing small companies that address specific needs within our business, allowing us to perform services more efficiently and cost-effectively in-house rather than outsourcing. By targeting acquisitions that align with our high-quality culture and growth prospects, we can seamlessly integrate new operations, leverage synergies, and access new opportunities. ~~Our~~This approach ~~focuses~~also onenables ~~acquiring~~us ~~companies~~to ~~that~~maintain ~~offer~~our ~~complementary~~company ~~services~~culture orand ~~geographic~~reduce ~~expansion,~~the ~~ensuring~~risk ~~long-term~~of ~~success~~overpaying ~~and~~for ~~alignment~~assets. ~~with~~Typically, ~~our~~sellers ~~business~~retain ~~objectives.~~a ~~While~~portion weof ~~continuously~~equity ~~evaluate~~in ~~potential~~their ~~acquisitions~~businesses following the sale, aswhich ofaligns their incentives and goals with ours and helps preserve the ~~date~~growth ofmindset ~~this~~and ~~prospectus~~culture we have ~~not~~cultivated ~~entered~~under ~~into~~our ~~any~~ownership. ~~agreement~~By oracquiring ~~arrangement~~companies ~~with~~that ~~respect~~offer tocomplementary ~~any~~services ~~particular~~or ~~acquisition~~geographic ~~other~~expansion, ~~than~~we ~~those~~ensure ~~previous~~long-term ~~acquisitions~~success ~~described~~and inalignment ~~this~~with ~~prospectus.~~our ~~Furthermore~~business objectives, ~~there~~making ~~can~~us bean noattractive ~~assurance~~partner ~~that~~for wesellers ~~will~~who bewant ~~able~~ to ~~complete~~remain ~~any~~involved ~~future~~and ~~acquisitions~~benefit onfrom ~~favorable~~our ~~terms~~continued ~~or at all~~success.

Continue to Capitalize on Vertical Integration Opportunities.

We believe our ability to perform a broad range of critical services in-house, eliminating the need for subcontractors, provides us with a distinct competitive advantage. By further expanding our scope of services and capitalizing on vertical integration, we can enhance our control over project timelines, quality, and costs. This strategy allows us to deliver complex, large-scale projects efficiently and reliably, positioning us as a provider of choice for existing and new customers seeking comprehensive infrastructure solutions. Vertical integration not only strengthens our operational capabilities but also supports our continued growth and profitability. Examples of our vertical integration include in-house asphalt production, concrete recycling, CCTV inspection, and soil stabilization. Moving forward, we aim to expand our vertical integration strategy by incorporating concrete and pipe production into our broader platform.

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~~Company~~Continue ~~History~~to Capitalize on Vertical Integration Opportunities.

~~Cardinal~~We NCbelieve ~~was~~our ~~founded~~ability into ~~2013~~perform bya ~~Jeremy~~broad ~~Spivey,~~range ~~our~~of ~~Chief~~critical ~~Executive~~services ~~Officer~~in-house, ineliminating ~~Raleigh,~~the ~~North~~need ~~Carolina.~~for Wesubcontractors, ~~originated~~provides asus with a ~~niche~~distinct ~~provider~~competitive ofadvantage. ~~wet~~By ~~utilities~~further ~~installation~~expanding our scope of services and ~~have~~capitalizing on vertical integration, we can enhance our control over ~~time~~project timelines, ~~both~~quality, ~~organically~~ and ~~through~~costs. ~~acquisitions~~For example, ~~added~~we ~~capabilities,~~are ~~including~~currently ~~grading,~~vertically ~~site~~integrating ~~clearing,~~our ~~erosion~~asphalt ~~control,~~supply ~~drilling~~by constructing our own asphalt plants in strategic locations near our jobsites. This approach is margin accretive and ~~blasting,~~enables ~~paving,~~us to more effectively control project completion timelines. Vertical integration not only strengthens our operational capabilities and ~~related~~supports ~~site~~our ~~services~~continued growth and profitability, but also allows us to ~~become~~deliver acomplex, ~~full~~large-~~service~~scale projects efficiently and reliably, ~~end-to-end~~positioning us as a provider of ~~turnkey~~choice ~~infrastructure~~for ~~services~~our customers.

~~Acquisitions~~Continue ~~have been an integral part of our growth since our founding, and we believe they account for approximately 27% of our growth since 2013. We have completed six acquisitions~~ to ~~date.~~Develop WeOur ~~deepened our presence within the Raleigh market through the acquisition of Harrelson Utility Repair & Contracting Inc~~Employees. in 2021 and G. Goodwin Enterprises, LLC in 2022. We subsequently expanded into the Charlotte area through the acquisition of Monroe Roadways, Inc. in July 2023 and Purcell Construction, Inc. in January 2025. In 2024, we expanded into the Greensboro market organically, and in May 2025, we acquired Page & Associates, Inc., a local provider based in Greensboro. In October 2025, we acquired Red Clay Industries, Inc., a provider of asphalt paving, concrete contracting, concrete reclamation and soil stabilization in North Carolina.

~~Our~~We ~~principal~~believe ~~executive~~that ~~offices~~our employees are ~~located~~the atkey ~~100~~to ~~E. Six~~the ~~Forks~~successful ~~Rd.~~implementation ~~Suite~~of ~~300,~~our ~~Raleigh,~~business ~~NC 27609~~strategy. Therefore, ~~and~~we ~~our~~continue ~~telephone~~allocating ~~number~~significant isresources ~~(919) 324-1964.~~to ~~Following~~attract ~~the~~and ~~closing~~retain oftalented ~~this offering~~managers, ~~our~~supervisors ~~website~~and ~~will~~field ~~be located at www~~personnel.~~cardinalcivil.com.~~ WeA ~~expect~~key toarea ~~make~~of ~~our~~focus ~~annual,~~has ~~quarterly~~been and ~~current~~remains ~~reports,~~maintaining ~~and~~high ~~amendments~~standards toof ~~those~~training ~~reports,~~to ~~and~~ensure ~~other~~that ~~information~~all ~~filed~~our ~~with~~projects orare ~~furnished~~completed to the ~~SEC~~highest ~~available,~~standards ~~free~~ of ~~charge~~quality, ~~through our website~~safety, ~~as soon as reasonably practicable after those reports~~ and ~~other~~customer ~~information~~satisfaction. ~~are~~We ~~electronically~~pride ~~filed~~ourselves ~~with or furnished to the SEC. Information~~ on ~~our~~providing ~~website~~pathways orof ~~any~~advancement ~~other~~for ~~website~~everyone iswe ~~not~~employ, ~~incorporated~~regardless byof ~~reference~~their ~~into~~previous ~~this~~experience ~~prospectus~~upon ~~and does not constitute a part of this prospectus~~joining.

~~Recent~~Our ~~Developments~~Markets and Customers.

~~Preliminary~~We ~~Estimate~~primarily offocus on site preparation for large national home builders, including wet utilities installation, grading, site clearing, erosion control, drilling and blasting, paving, and related site services. Our ~~Financial~~service ~~Results~~lines support projects such as the site preparation of housing subdivisions being developed by national homebuilders, encompassing both individual lots and supporting infrastructure. We view residential infrastructure as an attractive end market for several reasons. First, our relationships with national homebuilders enable us to grow with our customers into new markets as the ~~Three~~homebuilders expand geographically. Additionally, we are awarded work through direct negotiation with the majority of our homebuilder customers. These attractive contract structures allow us the opportunity for increased margins, vertical integration, and cross-selling. Finally, at the macro level, residential home construction offers meaningful sustainability of demand on a forward basis for our services. This thesis is supported by the reality of the current market, as the U.S. ~~Months~~Chamber ~~Ended~~of ~~September~~Commerce reports a shortage of no less than 4.5 30million residential units in the United States. This underscores the U.S. housing market’s severe under-inventory, ~~2025~~driven ~~(unaudited)~~by high mortgage rates, labor shortages, and regulatory barriers, which continues to fuel demand for new residential construction and infrastructure development, particularly in high-growth regions like the Southeastern United States.

~~Set~~We ~~forth~~leverage ~~below~~our ~~are~~experience ~~preliminary~~in ~~estimates~~residential ofinfrastructure ~~selected~~projects ~~unaudited financial information and other information as of, and for the three months ended, September 30, 2025, which we refer~~ to ~~herein~~drive as our ~~preliminary~~industrial, ~~financial results or our preliminary results~~commercial, ~~and actual unaudited financial results as of~~municipal, and ~~for~~state ~~the three months ended, September 30, 2024~~business. WeThese ~~have~~lines ~~provided ranges~~ of ~~certain~~business ~~preliminary~~typically ~~results~~support ~~below~~projects ~~because~~such ~~our closing procedures for the three months ended September 30, 2025 are not yet complete. These ranges are based on the information available to us~~ as ofsite ~~the~~preparation ~~date~~services offor ~~this~~mixed-use ~~prospectus.~~retail ~~Our~~developments ~~final~~or ~~results~~manufacturing ~~remain~~plant ~~subject~~construction towithin ~~customary~~industrial ~~closing procedures and subsequent events~~parks, ~~however~~as wewell ~~do not expect our final results to materially differ from the preliminary results shown below. These preliminary estimates are forward-looking statements. Our unaudited financial results~~ as ~~of,~~site ~~and for the three months ended, September 30, 2025 will not be finalized until after the completion of this offering. During the course of the~~ preparation ofand ~~our~~paving ~~unaudited financial statements~~ for ~~the~~highways ~~three months ended September 30, 2025~~ and ~~the~~roads ~~notes~~within ~~thereto~~departments ~~by management, additional items that require adjustments to the preliminary results presented below may be identified. See “Management’s Discussion and Analysis~~ of ~~Financial~~transportation ~~Condition and Results of Operations — Critical Accounting Policies and Estimates,”~~ (“~~Cautionary Statement Regarding Forward-Looking Statements~~DOT” ~~and our financial statements and related notes included elsewhere in this prospectus~~).

~~The~~We ~~preliminary~~generally ~~financial~~perform ~~results~~the asmajority of, the work required by our contracts with our in-house crews and we only engage subcontractors for ~~the~~ancillary ~~three~~services ~~months~~that ~~ended,~~we ~~September~~do ~~30,~~not ~~2025,~~already ~~included~~perform ininternally. ~~this~~This ~~prospectus~~approach ~~have~~enables ~~been~~us ~~prepared~~to bymaintain ~~and~~an ~~are~~average ~~the~~contract ~~responsibility~~length of ~~our~~12 months ~~management.~~and ~~Our~~more ~~independent~~effectively ~~registered~~control ~~public~~the ~~accounting~~quality, ~~firm~~timeliness, ~~Grant~~and ~~Thornton~~costs ~~LLP,~~associated ~~has~~with ~~not~~our ~~audited,~~projects. ~~reviewed,~~We ~~compiled,~~believe orthis ~~applied~~level ~~any~~of ~~procedures~~involvement ~~with~~enables ~~respect~~us to ~~these~~complete ~~preliminary~~projects ~~financial~~three ~~results.~~to ~~Accordingly,~~four months ~~Grant~~faster ~~Thornton~~than ~~LLP~~our ~~does~~competition ~~not~~on ~~express~~average, anwhich ~~opinion~~in orturn ~~any~~strengthens ~~other~~customer ~~form~~relationships ofand ~~assurance~~drives ~~with~~repeat ~~respect thereto~~business.

~~The~~For ~~preliminary~~municipal ~~results~~and ~~provided~~state ~~below~~customers, dowe ~~not~~specialize ~~represent~~in aprojects ~~comprehensive~~that ~~statement~~require high volumes of ~~our~~products, ~~financial~~such ~~results~~as ~~for~~aggregates ~~the~~and ~~three~~oil ~~months~~mixes ~~ended~~for ~~September~~asphalt 30paving. In North Carolina, ~~2025~~we ~~and~~historically ~~should~~have not beprovided ~~viewed~~our asown amaterials, ~~substitute~~and have instead sourced them from other suppliers. Spotting an opportunity for margin-accretive vertical integration, we made the ~~financial~~decision ~~statements~~to ~~prepared~~build several asphalt plants for use in ~~accordance~~everything ~~with~~we Udo.S Our first plant will be located in Chatham County, NC. ~~generally~~It ~~accepted~~is ~~accounting~~currently ~~principles~~in ~~(GAAP).~~the Incommissioning ~~addition,~~phase and we expect it to be servicing contracts towards the ~~preliminary~~end ~~results~~of asthe second quarter of, ~~and~~2026. ~~for~~Our ~~the~~second ~~three months~~asphalt ~~ended,~~plant ~~September 30~~is permitted, ~~2025~~and we are ~~not~~in ~~necessarily~~the ~~indicative~~planning stages of ~~the~~building ~~results~~it. toWe bebelieve ~~achieved~~that having more of our raw input capabilities in-house ~~any~~gives ~~future~~us ~~period.~~further ~~For~~control ~~additional~~and ~~information~~visibility ~~regarding~~over ~~the~~project ~~presentation~~timelines, a key competitive differentiator of our ~~financial~~services, ~~information~~ultimately leading to margin expansion on projects. Additionally, ~~see~~we are exploring the ~~section~~possibility ~~titled~~of ~~“Management’s~~adding ~~Discussion~~a ~~and~~concrete ~~Analysis~~casting ofplant ~~Financial~~in ~~Condition~~the ~~and~~near ~~Results~~future for the manufacturing of ~~Operations~~precast concrete wet utility components (e.g.,” ~~our~~underground ~~financial~~concrete ~~statements~~storm ~~and~~drainpipes, ~~the~~boxes, ~~related~~joints, ~~notes~~etc.). ~~included~~We ~~elsewhere~~anticipate inthat this ~~prospectus~~will have a similarly positive effect on margins as the asphalt plants.

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~~The~~Approximate ~~following~~end ~~table~~market ~~reflects~~breakdown ~~certain~~by ~~preliminary~~revenue ~~results as of, and~~ for the ~~three months~~year ended, ~~September~~December 3031, 2025 ~~and~~is ~~actual financial results derived from our unaudited financial statements~~ as ~~of, and for the three months ended, September 30, 2025~~follows:

Three Months Ended September 30, 2025

Three Months Ended September 30, 2024(Actual)

Low (Estimated)

High (Estimated)

(in thousands, except percentages)

Revenues

Gross profit

Net income before taxes

Net income attributable to Cardinal NC

Backlog (period end)

Adjusted EBITDA(1)

EBITDA margin(1)

• Residential builders – 66%

~~____________~~• Commercial, Industrial and Retail builders – 23%

~~(1) Adjusted~~• Municipal/state ~~EBITDA~~work ~~and~~– EBITDA margin are not calculated in accordance with GAAP. For more information regarding our use of Adjusted EBITDA and EBITDA margin see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Financial and Non-GAAP Operating Measures.” See below for a reconciliation of net income to Adjusted EBITDA and net income margin to EBITDA margin, the most directly comparable financial measures calculated in accordance with GAAP.5%

~~The~~• Materials ~~following table reconciles Adjusted EBITDA~~ and ~~EBITDA~~paving ~~margin~~– for the three months ended September 30, 2024 to the most directly comparable financial measures calculated and presented in accordance with GAAP. However, for the three months ended September 30, 2025, we cannot reconcile our estimated range of Adjusted EBITDA to net income or EBITDA Margin to net income margin without unreasonable efforts because we are unable to estimate our income tax (expense) benefit for the period.6%

		Three Months Ended September 30, 2024
		(unaudited)
Net income		$
Adjustments:
Interest expense, net
Income tax expense
Depreciation and amortization expense
EBITDA
Adjustments:
Transaction fees and acquisition-related costs(a)
Legal matters(b)
Transition and consulting arrangements(c)
Customer claims(d)
Loss on extinguishment and refinancing costs(e)
Other(f)
Adjusted EBITDA

For the year ended December 31, 2025, our largest revenue customer was Pulte Homes, which represented approximately 9.9% of our revenue and our top five customers represented approximately 30.7% of our revenue and our top 10 customers represented approximately 45.5% of our revenue. As of December 31, 2025, we were in various stages of completion on over 270 projects, none of which represented more than 10% of our revenue for the year then ended. All of our work is via signed contracts, the majority of which are negotiated individually and some of which are awarded through competitive bidding processes.

Recent Developments

On June 1, 2026, we acquired Piedmont Pipe Construction, Inc. (“Piedmont”). Founded in 1999, Piedmont is a leading wet utilities provider across North and South Carolina. Headquartered near Charlotte, NC, this acquisition expands our wet utility capabilities in the high-growth Charlotte market. Piedmont will operate under the Cardinal Civil Contracting brand.

Our Organizational Structure

Cardinal Infrastructure Group Inc. (the “Cardinal Group”), a Delaware corporation, was formed on June 12, 2025. On December 11, 2025, the Cardinal Group completed an initial public offering (the “IPO”) of 11,500,000 shares of its Class A Common Stock at a price to the public of $21.00 per share, and on December 12, 2025, pursuant to the exercise in full of the underwriters’ option, the Cardinal Group completed the sale of an additional 1,725,000 shares of its Class A Common Stock at a price to the public of $21.00 per share. The gross proceeds from the IPO, including the exercise in full of the sale of the additional shares, were approximately $277.7 million, before deducting underwriting discounts and offering expenses.

The Cardinal Group used the net proceeds from the IPO to purchase 14,943,750 newly issued limited liability company units (“LLC Units”) from Cardinal for approximately $258.3 million in aggregate and became the sole managing member of Cardinal. In connection with the IPO, the Cardinal Group also issued 23,387,813 shares of its Class B Common Stock to the equity holders of Cardinal (the “Continuing Equity Holders”), which were equal to the number of LLC Units held by such Continuing Equity Holders, at the time of such issuance of Class B Common Stock, for nominal consideration.

Prior to the IPO, all of our business was conducted through Cardinal Civil Contracting, LLC, a North Carolina limited liability company (“Cardinal NC”). In connection with the IPO, we undertook certain organizational transactions (the “Reorganization”) as a result of which Cardinal Group is a holding company with no direct operations and our principal asset is our direct equity interest in Cardinal and indirect equity interests in Cardinal’s subsidiaries. As of December 31, 2025, we owned 14,947,318 LLC Units or 39.0% of Cardinal and the Continuing Equity Holders owned the remaining 23,387,813 LLC Units or 61.0%.

As the sole managing member of Cardinal, Cardinal Group operates and controls all of the business and affairs of Cardinal and, through Cardinal, its subsidiaries. As a result, Cardinal Group consolidates Cardinal and has recorded a significant noncontrolling interest in a consolidated entity in the consolidated financial statements for the economic interest in Cardinal held by the Continuing Equity Holders.

Our organizational structure following the IPO is commonly referred to as an umbrella partnership-C corporation (“Up-C”) structure, which is often used by partnerships and limited liability companies when they undertake an initial public offering of their business. The Up-C structure allows the Continuing Equity Holders to retain their equity ownership in Cardinal and to continue to realize tax benefits associated with owning interests in an entity that is treated as a partnership, or “flow-through” entity, for U.S. federal income tax purposes. In contrast, investors in Cardinal Group hold their equity ownership in Cardinal Group, a Delaware corporation that is a domestic corporation

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		Three Months Ended September 30, 2024
		(unaudited)
Revenues
Net income margin		%
EBITDA Margin		%

for U.S. federal income tax purposes, in the form of shares of Class A Common Stock. One of the potential tax benefits to the Continuing Equity Holders associated with the Up-C structure is that future taxable income of Cardinal that is allocated to the Continuing Equity Holders will be taxed on a flow-through basis and, therefore, will not be subject to corporate taxes at the entity level. Additionally, because the Continuing Equity Holders may have their LLC Units redeemed by Cardinal (or at our option, directly exchanged with Cardinal Group) for newly issued shares of our Class A Common Stock on a one-for-one basis (subject to customary adjustments, including for stock splits, stock dividends, and reclassifications) or, at our option, for cash, the Up-C structure also provides the Continuing Equity Holders with potential liquidity that holders of non-publicly traded limited liability companies are not typically afforded. In connection with any such redemption or exchange of LLC Units, a corresponding number of shares of Class B Common Stock held by the relevant Continuing Equity Holder will automatically be transferred to Cardinal Group for no consideration and be canceled. The Continuing Equity Holders and Cardinal Group also each expect to benefit from the Up-C structure as a result of certain cash tax savings arising from redemptions or exchanges of the Continuing Equity Holder’s LLC Units for Class A Common Stock or cash, and certain other tax benefits covered by the tax receivable agreement (the “Tax Receivable Agreement”) discussed in “Certain Relationships and Related Transactions — Tax Receivable Agreement” in the definitive proxy statement for our 2026 Annual Meeting of Stockholders which is incorporated by reference into our Annual Report on Form 10-K which is incorporated by reference into this prospectus. See also “Risk Factors — Risks Related to Our Organizational Structure.” In general, the Continuing Equity Holders expect to receive payments under the Tax Receivable Agreement in amounts equal to 85.0% of certain tax benefits and Cardinal Group expects to benefit in the form of cash tax savings in amounts equal to 15.0% of such tax benefits. Any payments made by us to the Continuing Equity Holders under the Tax Receivable Agreement will reduce cash otherwise arising from such tax savings. We expect such payments will be substantial.

____________

a Represents transaction fees and acquisition-related costs incurred in connection with acquisitions and planned acquisitions.

b Represents costs associated with legal matters in which Cardinal is a defendant.

c Represents certain consulting and recruiting costs related to acquisitions and public company readiness.

d Represents revenue impact from customer claims.

e Represents financing and extinguishment-related expenses.

f Represents certain other gains and charges that we do not believe reflect our underlying business performance.

Red Clay Acquisition

On October 1, 2025, we acquired substantially all of the assets of Red Clay Industries, Inc. (“Red Clay”) pursuant to an asset purchase agreement (the “APA”). Red Clay is a provider of asphalt paving, concrete contracting, concrete reclamation and soil stabilization in North Carolina. We funded the $40.0 million purchase price with borrowings of $39.0 million under our New Credit Facility (as defined below), and we assumed approximately $1.0 million of liabilities.

New Credit Facility

On October 1, 2025, Cardinal NC, Cardinal and our wholly owned subsidiaries entered into a credit facility (the “New Credit Facility”) with Truist Bank, as administrative agent and lender, and the other lenders thereto from time to time, which refinanced the approximately $11.5 million senior secured credit facility dated as of October 18, 2024 with Truist Bank as lender thereto (the “Prior Credit Facility”) and the approximately $70.5 million master equipment security agreement dated as of October 21, 2024, as amended, with Truist Equipment Finance Corp as lender thereto (the “Equipment Facility”). Cardinal Group is not a party to the New Credit Facility. The New Credit Facility, among other things, (i) established a revolving credit facility of $75.0 million in aggregate principal amount, including a $10.0 million letter of credit sub-facility and a $10.0 million swingline sub-facility and (ii) established a term loan facility of $120.0 million in aggregate principal amount. The New Credit Facility has a maturity date of October 1, 2030. The obligations under the New Credit Facility are secured by substantially all of our assets and the assets of the subsidiary guarantors.

We intend to use a portion of the net proceeds from this offering to repay $ million outstanding under our New Credit Facility (the “Debt Repayment”). Following the Debt Repayment, we will have $ million of availability. See “Use of Proceeds” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Sources of Capital — Credit Facilities, Debt and Other Capital.”

Our Organizational Structure

Cardinal Infrastructure Group Inc., a Delaware corporation, was formed on June 12, 2025 and is the issuer of the Class A Common Stock offered by this prospectus. Prior to this offering, all of our business operations have been conducted through Cardinal NC. We have consummated, or will consummate, the following organizational transactions (the “Transactions”) in connection with this offering (after giving effect to the Transactions, the “Reorganization”):

• we merged newly-formed merger subsidiaries of Cardinal NC and into each of Cardinal NC’s non-wholly owned subsidiaries so that the minority equity holders of such non-wholly owned subsidiaries became equity holders of Cardinal and such non-wholly owned subsidiaries of Cardinal NC became wholly owned subsidiaries of Cardinal NC;

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• prior to the consummation of this offering, we will amend and restate the Cardinal’s existing operating agreement to, among other things, (i) recapitalize all existing ownership interests in Cardinal NC into LLC Units of Cardinal after applying a conversion ratio of , (ii) appoint Cardinal Group as the sole managing member of Cardinal upon its acquisition of LLC Units in connection with this offering, and (iii) provide certain redemption rights to the Continuing Equity Holders, including our Chief Executive Officer, Chief Operating Officer and Chief Financial Officer;

• we will amend and restate Cardinal Group’s certificate of incorporation to, among other things, (i) reclassify all outstanding shares of Common Stock into shares of Class A Common Stock, as adjusted for a for one forward stock split, (ii) provide for Class A Common Stock, with each share of our Class A Common Stock entitling its holder to one vote per share on all matters presented to our stockholders generally, (iii) provide for Class B Common Stock, with each share of our Class B Common Stock entitling its holder to one vote per share on all matters presented to our stockholders generally, (iv) provide that shares of our Class B Common Stock may only be held by the Continuing Equity Holders and their respective permitted transferees as described in “Description of Capital Stock — Class B Common Stock;” and (v) provide for preferred stock, which can be issued by our board of directors in one or more series without stockholder approval;

• we will issue shares of our Class B Common Stock (after giving effect to the use of net proceeds as described below and assuming no exercise of the underwriters’ option to purchase additional shares of Class A Common Stock) to the Continuing Equity Holders, which is equal to the number of LLC Units held by such Continuing Equity Holders, at the time of such issuance of Class B Common Stock, for nominal consideration;

• we will issue shares of our Class A Common Stock to the purchasers in this offering (or shares if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock) in exchange for net proceeds of approximately $ million (or approximately $ million if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock) based upon an assumed initial public offering price of $ per share (which is the midpoint of the price range set forth on the cover page of this prospectus), less the underwriting discount;

• we will use the net proceeds from this offering to (i) purchase newly issued LLC Units from Cardinal for approximately $ million (or LLC Units from Cardinal for $ million in aggregate if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock) and (ii) purchase LLC Units from certain Continuing Equity Holders for $ million in aggregate at a price per unit equal to the initial public offering price per share of Class A Common Stock in this offering less the underwriting discount;

• Cardinal intends to use the net proceeds from the issuance of the newly issued LLC Units to Cardinal Group, as follows: (i) to repay approximately $ million of borrowings outstanding under our New Credit Facility and (ii) if any remain, for general corporate purposes as described under “Use of Proceeds;” and

• Cardinal Group will enter into (i) the Registration Rights Agreement (as defined below) with our Continuing Equity Holders and (ii) the Tax Receivable Agreement (as defined below) with Cardinal and the Continuing Equity Holders. For a description of the terms of the Registration Rights Agreement and the Tax Receivable Agreement, see “Certain Relationships and Related Party Transactions.”

Immediately following the consummation of the Transactions (including this offering and proposed use of proceeds):

• Cardinal Group will be a holding company and its principal asset will consist of LLC Units it acquires directly from Cardinal and from each Continuing Equity Holder;

• Cardinal Group will be the sole managing member of Cardinal and will control the business and affairs of Cardinal;

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• Cardinal Group will own LLC Units of Cardinal, representing approximately % of the economic interest in Cardinal (or LLC Units, representing approximately % of the economic interest in Cardinal if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock);

• the Continuing Equity Holders will own (i) LLC Units of Cardinal, representing approximately % of the economic interest in Cardinal (or approximately % of the economic interest in Cardinal if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock) and (ii) shares of Class B Common Stock of Cardinal Group, representing approximately % of the combined voting power of all of Cardinal Group’s common stock (or shares of Class B Common Stock of Cardinal Group, representing approximately % of the combined voting power if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock);

• the purchasers in this offering will own (i) shares of Class A Common Stock of Cardinal Group (or shares of Class A Common Stock of Cardinal Group if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock), representing approximately % of the combined voting power of all of Cardinal Group’s common stock and % of the economic interest in Cardinal Group (or approximately % of the combined voting power and % of the economic interest if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock), and (ii) through Cardinal Group’s ownership of LLC Units, indirectly will hold approximately % of the economic interest in Cardinal (or approximately % of the economic interest in Cardinal if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock); and

• Cardinal will be a holding company and its principal asset will consist of 100% of the outstanding membership interests in Cardinal and Cardinal will be the sole managing member of Cardinal NC and will control the business and affairs of Cardinal NC. See “Description of Capital Stock.”

As the sole managing member of Cardinal, we will operate and control all of the business and affairs of Cardinal and, through Cardinal, conduct our business. Following the Transactions, including this offering, Cardinal Group will control the management of Cardinal as its sole managing member. As a result, Cardinal Group will consolidate Cardinal and record a significant noncontrolling interest in a consolidated entity in Cardinal Group’s consolidated financial statements for the economic interest in Cardinal held by the Continuing Equity Holders.

Unless otherwise indicated, this prospectus assumes the shares of Class A Common Stock are offered at $ per share (the midpoint of the price range set forth on the cover page of this prospectus). For more information regarding the impact of the initial offering price on the share information included throughout this prospectus, see “— The Offering.”

Our organizational structure following this offering, as described below, is commonly referred to as an umbrella partnership-C corporation (“Up-C”) structure, which is often used by partnerships and limited liability companies when they undertake an initial public offering of their business. The Up-C structure will allow the Continuing Equity Holders to retain their equity ownership in Cardinal following the offering and to continue to realize tax benefits associated with owning interests in an entity that is treated as a partnership, or “flow-through” entity, for U.S. federal income tax purposes. Investors in this offering will, by contrast, hold their equity ownership in Cardinal Group, a Delaware corporation that is a domestic corporation for U.S. federal income tax purposes, in the form of shares of Class A Common Stock. One of the potential tax benefits to the Continuing Equity Holders associated with this structure is that future taxable income of Cardinal that is allocated to the Continuing Equity Holders will be taxed on a flow-through basis and, therefore, will not be subject to corporate taxes at the entity level. Additionally, because the Continuing Equity Holders may have their LLC Units redeemed by Cardinal (or at our option, directly exchanged with Cardinal Group) for newly issued shares of our Class A Common Stock on a one-for-one basis (subject to customary adjustments, including for stock splits, stock dividends, and reclassifications) or, at our option, for cash, the Up-C structure also provides the Continuing Equity Holders with potential liquidity that holders of non-publicly traded limited liability companies are not typically afforded. In connection with any such redemption or exchange of LLC Units, a corresponding number of shares of Class B Common Stock held by the relevant Continuing Equity Holder will automatically be transferred to Cardinal Group for no consideration and be canceled. The Continuing Equity

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Holders and Cardinal Group also each expect to benefit from the Up-C structure as a result of certain cash tax savings arising from redemptions or exchanges of the Continuing Equity Holder’s LLC Units for Class A Common Stock or cash, and certain other tax benefits covered by the Tax Receivable Agreement discussed in “Certain Relationships and Related Party Transactions — Tax Receivable Agreement.” See “Risk Factors — Risks Related to Our Organizational Structure.” In general, the Continuing Equity Holders expect to receive payments under the Tax Receivable Agreement in amounts equal to 85% of certain tax benefits, as described below, and Cardinal Group expects to benefit in the form of cash tax savings in amounts equal to 15% of such tax benefits, as described below. Any payments made by us to the Continuing Equity Holders under the Tax Receivable Agreement will reduce cash otherwise arising from such tax savings. We expect such payments will be substantial.

As described below under “Certain Relationships and Related Party Transactions — Tax Receivable Agreement,” prior to the completion of this offering, we will enter into a tax receivable agreement (the “Tax Receivable Agreement” or “TRA”) with Cardinal and the Continuing Equity Holders that will provide for the payment by Cardinal Group to the Continuing Equity Holders of 85% of (i) the amount of tax benefits, if any, that Cardinal Group actually realizes (or in some circumstances is deemed to realize) certain increases in tax basis resulting from our acquisition (or deemed acquisition for U.S. federal tax purposes) of the Continuing Equity Holders’ LLC Units in connection with this offering or pursuant to an exercise of the Redemption Right (as defined below) or Call Right (as defined below) (“Basis Adjustments”), and (ii) certain tax benefits (such as interest deductions) arising from payments made under the Tax Receivable Agreement (such tax benefits described in clauses (i) and (ii), the “TRA Benefits”).

The following diagram indicates our simplified ownership structure immediately following this offering and the Transactions (assuming the underwriters do not exercise their option to purchase additional shares of Class A Common Stock) and without giving effect to any future redemptions of LLC Units pursuant to the Cardinal Operating Agreement:

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Summary of Risk Factors

An investment in our Class A Common Stock involves a high degree of risk. You should carefully consider the risks described under “Risk Factors,” together with the other information in this prospectus, before deciding whether to purchase our Class A Common Stock. If any of the risks described under “Risk Factors” actually occur, our business, financial condition, results of operations or prospects could be materially adversely affected. In any such case, the trading price of our Class A Common Stock could decline, and you could lose all or part of your investment. These risks include, but are not limited to, the following:

• demand for our services may decrease during economic recessions or volatile economic cycles, and a reduction in demand and in end markets may adversely affect our business;

• our geographic concentration could materially and adversely affect us if the construction industry in our current markets should decline;

• our dependence on suppliers of materials and subcontractors could increase our costs and impair our ability to complete contracts on a timely basis or at all;

• utility shortages or price increases could have an adverse impact on operations;

• if we do not accurately estimate the overall risks, requirements or costs related to a project when we bid for a contract that is ultimately awarded to us, we may achieve a lower than anticipated profit or incur a loss on the contract;

• the infrastructure services industry is highly schedule-driven, and our failure to meet the schedule requirements of our contracts could adversely affect our reputation and/or expose us to financial liability;

• we may incur higher costs to lease, acquire and maintain equipment necessary for our operations, and the market value of our owned equipment may decline;

• because our industry is capital-intensive and we have significant fixed and semi-fixed costs, our profitability is sensitive to changes in volume;

• interest rate changes, and the failure to hedge against them, may adversely affect us;

• we may not accurately assess and/or estimate the quality, quantity, availability and cost of aggregates we need to complete a project, particularly for projects in rural areas;

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• we depend on key management personnel;

• we depend on our ability to hire, train and retain qualified personnel in a competitive industry;

• our results of operations can be adversely affected by labor shortages, turnover and labor cost increases;

• we are required to obtain, maintain and comply with government permits, licenses and approvals, and failure to obtain, maintain, and comply with such permits, licenses and approvals could adversely affect our or our customers’ operations;

• recent and potential changes in U.S. trade policies and retaliatory responses from other countries may significantly increase the costs or limit supplies of materials and products used in our construction projects involving concrete;

• our business is subject to complex and evolving laws and regulations regarding data privacy and cybersecurity;

• our strategy, which includes expanding into adjacent markets, may not be successful;

• our use of over -time revenue recognition (~~formerly~~specifically, ~~known~~the asrecognition ~~percentage-~~of revenue based on the cost-~~completion~~to-cost input method) accounting related to our projects could result in a reduction or elimination of previously reported revenue and profits;

11• our financial statements are prepared in accordance with generally accepted accounting principles (“GAAP”), which requires management to make estimates and assumptions that are inherently uncertain. Significant estimates include the impacts of litigation and other loss contingency claims, fair value and other purchase accounting estimates associated with business combinations, and amounts payable pursuant to the Tax Receivable Agreement, including estimates of future taxable income, applicable tax rates, and the timing and amount of realizable tax benefits. If these estimates prove incorrect, previously reported revenue and profits could be reduced or eliminated;

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• our backlog may not be realized or may not result in profits and may not accurately represent future revenue;

• our principal asset ~~after~~is ~~the completion of this offering will be~~ our interest in Cardinal, and, as a result, we ~~will~~ depend on distributions from Cardinal to pay our taxes and expenses, including payments under the Tax Receivable Agreement. Cardinal’s ability to make such distributions may be subject to various limitations and restrictions;

• the Continuing Equity Holders ~~will~~(as defined herein) continue to have significant influence over us ~~after this offering~~, including control over decisions that require the approval of stockholders;

• the historical and pro forma financial information in this prospectus may make it difficult to accurately predict our costs of operations in the future; and

• we are subject to litigation, arbitration, or other claims which could materially and adversely affect us.

Emerging Growth Company Status

As a company with less than $1.235 billion in revenue during our last fiscal year, we currently qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Asand could remain an “emerging growth company,” weuntil ~~may,~~as ~~for~~late upas tothe ~~five years,~~fifth ~~take~~anniversary ~~advantage~~following ofour ~~specified~~initial ~~exemptions~~public ~~from~~offering. ~~reporting~~For ~~and~~so ~~other~~long ~~regulatory~~as ~~requirements~~we ~~that~~ are ~~otherwise~~an ~~applicable~~“emerging ~~generally~~growth tocompany,” ~~public~~we ~~companies.~~will, ~~These~~among ~~exemptions~~other ~~include~~things:

• innot ~~contrast~~be required to ~~our~~comply ~~reports~~with ~~under~~ the ~~Securities~~auditor ~~Exchange Act of 1934,~~attestation asrequirements ~~amended~~of ~~(the “Exchange~~Section ~~Act”~~404(b)~~, after we are public, the presentation in this prospectus includes only two~~ ~~years~~ of ~~audited~~the ~~financial~~Sarbanes-Oxley ~~statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations~~Act;

• ~~deferral~~not ofbe ~~the~~required ~~auditor~~to ~~attestation~~hold ~~requirement~~a onnonbinding ~~the~~advisory ~~effectiveness~~stockholder ofvote ~~our~~on ~~system~~executive ofcompensation ~~internal~~pursuant ~~control~~to ~~over~~Section 14A(a) of ~~financial~~the ~~reporting~~Exchange Act;

~~• exemption from the adoption of new or revised financial accounting standards until they would apply to private companies;~~8

• exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board (the “PCAOB”) requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer; and

• reduced disclosure about executive compensation arrangements.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. This permits an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of this extended transition period and, as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for private companies.

We may take advantage of these provisions until we are no longer an emerging growth company, which will occur on the earliest of (i) the last day of the fiscal year following the fifth anniversary of this offering, (ii) the last day of the fiscal year in which we have equal to or more than $1.235 billion in annual revenue, (iii) the date on which we issue more than $1 billion of non-convertible debt over a three-year period or (iv) the date on which we are deemed to be a “large accelerated filer,” as defined in Rule 12b-2 promulgated under the Exchange Act.

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~~The~~• not ~~offering~~be required to seek stockholder approval of any golden parachute payments not previously approved pursuant to Section 14A(b) of the Exchange Act;

Issuer		Cardinal Infrastructure Group Inc.
Class A Common Stock offered by us		shares (or shares if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock).
Option to purchase additional shares of Class A Common Stock		To the extent that the underwriters sell more than shares of Class A Common Stock in this offering, we have granted the underwriters a 30-day option to purchase up to an aggregate of additional shares of our Class A Common Stock.
Class A Common Stock outstanding after this offering		shares, representing approximately % of the combined voting power of all of Cardinal Group’s common stock (or shares, representing approximately % of the combined voting power of all of Cardinal Group’s common stock if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock), % of the economic interest in Cardinal Group, and % of the indirect economic interest in Cardinal (or % if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock).
Class B Common Stock outstanding after this offering		shares, representing approximately % of the combined voting power of all of Cardinal Group’s common stock (or shares, representing approximately % of the combined voting power of all of Cardinal Group’s common stock if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock) and no economic interest in Cardinal Group.
Voting power of Class A Common Stock after this offering		% (or % if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock).
Voting power of Class B Common Stock after this offering		% (or % if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock). Upon completion of this offering, the Continuing Equity Holders will initially own shares of Class B Common Stock, representing % of the voting power of the Company.
LLC Units to be held by us immediately after this offering		LLC Units, representing approximately % of the economic interest in Cardinal (or LLC Units, representing approximately % of the economic interest in Cardinal if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock).

• be exempt from the requirement of the Public Company Accounting Oversight Board (the “PCAOB”) regarding the communication of critical audit matters in the auditor’s report on the financial statements; and

13• be subject to reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.

In addition, the JOBS Act permits emerging growth companies to use an extended transition period for complying with new or revised accounting standards. This permits an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have chosen to “opt out” of this transition period and, as a result, we will comply with new or revised accounting standards as required when they are adopted. This decision to opt out of the extended transition period is irrevocable.

We may take advantage of these provisions until we are no longer an emerging growth company, which will occur on the earliest of (i) the last day of the fiscal year following the fifth anniversary of our December 2025 IPO, (ii) the last day of the fiscal year in which we have equal to or more than $1.235 billion in annual revenue, (iii) the date on which we issue more than $1 billion of non-convertible debt over a three-year period or (iv) the date on which we are deemed to be a “large accelerated filer,” as defined in Rule 12b-2 promulgated under the Exchange Act.

See “Risk Factors — We expect that we will no longer qualify as an “emerging growth company” as of December 31, 2027, and, as a result, we will have to comply with increased disclosure and compliance requirements.”

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LLC Units to be held by the Continuing Equity Holders immediately after this offering		LLC Units, representing approximately % of the economic interest in Cardinal (or LLC Units, representing approximately % of the economic interest in Cardinal if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock).
Ratio of shares of Class A Common Stock to LLC Units		The second amended and restated Cardinal limited liability operating agreement (the “Cardinal Operating Agreement”) will require that we and Cardinal at all times maintain a one-to-one ratio between the number of shares of Class A Common Stock issued by us and the number of LLC Units owned by us.
Ratio of Shares of Class B Common Stock to LLC Units		Our amended and restated certificate of incorporation (the “A&R Charter”) and the Cardinal Operating Agreement will require that we and Cardinal at all times maintain a one-to-one ratio between the number of shares of Class B Common Stock owned by the Continuing Equity Holders and their respective permitted transferees and the number of LLC Units owned by the Continuing Equity Holders and their respective permitted transferees. Immediately after the Transactions, the Continuing Equity Holders will together own 100% of the outstanding shares of our Class B Common Stock.
Permitted Holders of Shares of Class B Common Stock		Only the Continuing Equity Holders and the permitted transferees of Class B Common Stock as described in this prospectus will be permitted to hold shares of our Class B Common Stock. Shares of Class B Common Stock are redeemable for shares of Class A Common Stock only together with an equal number of LLC Units. See “Certain Relationships and Related Party Transactions — Cardinal Operating Agreement.”
Voting Rights		Each share of our Class A Common Stock entitles its holder to one vote on all matters on which stockholders are entitled to vote generally. Each share of our Class B Common Stock entitles its holder to one vote on all matters on which stockholders are entitled to vote generally. Holders of our Class A Common Stock and Class B Common Stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law or by our A&R Charter. See “Description of Capital Stock.”
Redemption Rights of Holders of LLC Units		The Continuing Equity Holders may, subject to certain exceptions, from time to time at each of their options require Cardinal to redeem (the “Redemption Right”) all or a portion of their LLC Units in exchange for, at our election (determined solely by our independent directors (within the meaning of Nasdaq rules) who are disinterested), newly-issued shares of our Class A Common Stock on a one-for-one basis (subject to customary adjustments, including for stock splits, stock dividends, and reclassifications) or a cash payment equal to a volume weighted average market price of one share of our Class A Common Stock for each LLC Unit so

THE OFFERING

Issuer		Cardinal Infrastructure Group Inc.
Class A Common Stock offered by us		3,750,000 shares (or 4,312,500 shares if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock).
Option to purchase additional shares of Class A Common Stock		To the extent that the underwriters sell more than 3,750,000 shares of Class A Common Stock in this offering, we have granted the underwriters a 30-day option to purchase up to an aggregate of 562,500 additional shares of our Class A Common Stock.
Class A Common Stock outstanding after this offering		19,046,084 shares, representing approximately 40.85% of the combined voting power of all of Cardinal Group’s common stock (or 19,608,584 shares, representing approximately 41.56% of the combined voting power of all of Cardinal Group’s common stock if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock), and 40.85% of the indirect economic interest in Cardinal (or 41.56% if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock).
Class B Common Stock outstanding		27,573,875 shares after giving effect to the use of net proceeds as described below, representing approximately 59.15% of the combined voting power of all of Cardinal Group’s common stock (or 27,573,875 shares, representing approximately 58.44% of the combined voting power of all of Cardinal Group’s common stock if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock) and no economic interest in Cardinal Group.
Voting power of Class A Common Stock after this offering		40.85% (or 41.56% if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock).
Voting power of Class B Common Stock after this offering		59.15% (or 58.44% if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock).
LLC Units to be held by us immediately after this offering		19,046,084 LLC Units, representing approximately 40.85% of the economic interest in Cardinal (or 19,608,584 LLC Units, representing approximately 41.56% of the economic interest in Cardinal if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock).
LLC Units to be held by the Continuing Equity Holders immediately after this offering		27,573,875 LLC Units after giving effect to the use of net proceeds as described below, representing approximately 59.15% of the economic interest in Cardinal (or 27,573,875 LLC Units, representing approximately 58.44% of the economic interest in Cardinal if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock).

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redeemed, in each case, in accordance with the terms of the Cardinal Operating Agreement (the “Redemption Right”); provided that, at our election (determined solely by our independent directors (within the meaning of Nasdaq rules) who are disinterested), we may effect a direct exchange by Cardinal Group of such Class A Common Stock or such cash, as applicable, for such LLC Units. Simultaneously with the payment of cash or shares of Class A Common Stock, as applicable, in connection with a redemption or exchange of LLC Units pursuant to the terms of the Cardinal Operating Agreement, a number of shares of our Class B Common Stock registered in the name of the redeeming or exchanging Continuing Equity Holder and permitted transferees will automatically be transferred to us for no consideration on a one-for-one basis with the number of LLC Units so redeemed or exchanged and such shares of Class B Common Stock will be canceled. See “Certain Relationships and Related Party Transactions — Cardinal Operating Agreement.” Use of Proceeds We expect to receive $ million of net proceeds (assuming the midpoint of the price range set forth on the cover page of this prospectus) from the sale of Class A Common Stock by us in this offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by us (or $ million of net proceeds if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock from us). We intend to use the net proceeds from this offering (i) to purchase newly issued LLC Units for $ million in aggregate directly from Cardinal (or LLC Units from Cardinal for $ million in aggregate if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock); and (ii) to purchase LLC Units from the Continuing Equity Holders on a pro rata basis for $ million in aggregate at a price per unit equal to the initial public offering price per share of Class A Common Stock in this offering less the underwriting discount. Upon each purchase of LLC Units from the Continuing Equity Holders, the corresponding shares of Class B Common Stock will automatically be transferred to Cardinal Group for no consideration and canceled. Cardinal intends to use the net proceeds from the issuance of the newly issued LLC Units to Cardinal Group, as follows: (i) to repay approximately $ million of borrowings outstanding under our New Credit Facility and (ii) the remainder, if any, for general corporate purposes, which may include funding for acquisitions, working capital requirements, capital expenditures and the repayment, refinancing, redemption or repurchase of indebtedness or other securities. For more information on the New Credit Facility, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Credit Facilities, Debt and Other Capital — New Credit Facility” See “Use of Proceeds.”

Ratio of shares of Class A Common Stock to LLC Units		The second amended and restated Cardinal limited liability operating agreement (the “Cardinal Operating Agreement”) will require that we and Cardinal at all times maintain a one-to-one ratio between the number of shares of Class A Common Stock issued by us and the number of LLC Units owned by us.
Ratio of Shares of Class B Common Stock to LLC Units		Our amended and restated certificate of incorporation (the “A&R Charter”) and the Cardinal Operating Agreement will require that we and Cardinal at all times maintain a one-to-one ratio between the number of shares of Class B Common Stock owned by the Continuing Equity Holders and their respective permitted transferees and the number of LLC Units owned by the Continuing Equity Holders and their respective permitted transferees. Immediately after the Transactions, the Continuing Equity Holders will together own 100% of the outstanding shares of our Class B Common Stock.
Permitted Holders of Shares of Class B Common Stock		Only the Continuing Equity Holders and the permitted transferees of Class B Common Stock as described in this prospectus will be permitted to hold shares of our Class B Common Stock. Shares of Class B Common Stock are redeemable for shares of Class A Common Stock only together with an equal number of LLC Units. See “Certain Relationships and Related Party Transactions — Cardinal Operating Agreement” in the definitive proxy statement for our 2026 Annual Meeting of Stockholders which is incorporated by reference into our Annual Report on Form 10-K which is incorporated by reference into this prospectus.
Voting Rights		Each share of our Class A Common Stock entitles its holder to one vote on all matters on which stockholders are entitled to vote generally. Each share of our Class B Common Stock entitles its holder to one vote on all matters on which stockholders are entitled to vote generally. Holders of our Class A Common Stock and Class B Common Stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law or by our A&R Charter. See “Description of Capital Stock.”
Redemption Rights of Holders of LLC Units		The Continuing Equity Holders may, subject to certain exceptions, from time to time at each of their options require Cardinal to redeem (the “Redemption Right”) all or a portion of their LLC Units in exchange for, at our election (determined solely by our independent directors (within the meaning of Nasdaq rules) who are disinterested), newly-issued shares of our Class A Common Stock on a one-for-one basis (subject to customary adjustments, including for stock splits, stock dividends, and reclassifications) or a cash payment equal to a volume weighted average market price of one share of our Class A Common Stock for each LLC Unit so redeemed, in each case, in accordance with the terms of the Cardinal Operating Agreement (the “Redemption Right”); provided that, at our election (determined solely by our independent directors (within the meaning of Nasdaq rules) who are disinterested), we may effect a direct exchange by Cardinal Group of such Class A Common Stock or such cash, as applicable, for such LLC Units. Simultaneously with the payment of cash or shares of Class A Common Stock, as

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Dividend Policy		We currently intend to retain all available funds and any future earnings to fund the development and growth of our business, and therefore, we do not anticipate declaring or paying any cash dividends on our Class A Common Stock. Except in certain limited circumstances, holders of our Class B Common Stock are not entitled to participate in any dividends declared by our board of directors. Because we are a holding company, our ability to pay cash dividends on our Class A Common Stock depends on our receipt of cash distributions from Cardinal. Our New Credit Facility contains certain covenants that restrict, subject to certain exceptions, our ability to pay dividends. See “Management’s Discussion and Analysis of Financial Condition and Results of Operation — Liquidity and Sources of Capital — Credit Facilities, Debt and Other Capital.” Our ability to pay dividends may be restricted by the terms of any future credit agreement or any future debt or preferred equity securities of us. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors, subject to the requirements of applicable law, and in compliance with contractual restrictions and covenants in the agreements governing our future indebtedness. Any such determination will also depend upon our business prospects, results of operations, financial condition, cash requirements and availability, industry trends, and other factors that our board of directors may deem relevant. See “Dividend Policy.”
		applicable, in connection with a redemption or exchange of LLC Units pursuant to the terms of the Cardinal Operating Agreement, a number of shares of our Class B Common Stock registered in the name of the redeeming or exchanging Continuing Equity Holder and permitted transferees will automatically be transferred to us for no consideration on a one-for-one basis with the number of LLC Units so redeemed or exchanged and such shares of Class B Common Stock will be canceled. See “Certain Relationships and Related Party Transactions — Cardinal Operating Agreement” in the definitive proxy statement for our 2026 Annual Meeting of Stockholders which is incorporated by reference into our Annual Report on Form 10-K which is incorporated by reference into this prospectus.
Tax Receivable Agreement		Cardinal Group’s acquisition (or deemed acquisition for U.S. federal income tax purposes) of the Continuing Equity Holders’ LLC Units in connection with this offering or pursuant to an exercise of the Redemption Right or the Call Right is, in each case, expected to create tax attributes for Cardinal Group. These tax attributes would not have been available to Cardinal Group absent its acquisition or deemed acquisition of such LLC Units, and are expected to reduce the amount of cash tax that Cardinal Group would otherwise be required to pay in the future. In connection with the closing of this offering, we will enter into the Tax Receivable Agreement with the Continuing Equity Holders, which will generally provide for the payment by us to the Continuing Equity Holders of 85% (i) of the amount of tax benefits, if any, that Cardinal Group actually realizes (or in some circumstances is deemed to realize) as a result of certain increases in tax basis resulting from our acquisition (or deemed acquisition for U.S. federal tax purposes) of the Continuing Equity Holders’ LLC units in connection with this offering or pursuant to an exercise of the Redemption Right or Call Right (“Basis Adjustments”) and (ii) certain tax benefits (such as interest deductions) arising from payments made under the Tax Receivable Agreement. We will retain the benefit of the remaining 15% of these cash savings. See “Risk Factors — Risks Related to this Offering and Ownership of our Class A Common Stock” and “Certain Relationships and Related Party Transactions — Tax Receivable Agreement.”
Use of Proceeds		We expect to receive $ million from the sale of Class A Common Stock by us in this offering, after deducting underwriting discounts and commissions (or $ million of net proceeds if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock from us). We estimate that the offering expenses (other than the underwriting discount and commissions) will be approximately $ million. All of such offering expenses will be paid for or otherwise borne by Cardinal. We intend to use the net proceeds from this offering to repay approximately $33 million of borrowings outstanding under our October 2025 Credit Facility and for general corporate purposes, which may include funding for acquisitions, working capital requirements, capital expenditures and the repayment, refinancing, redemption or repurchase of indebtedness or other securities. See “Use of Proceeds.”
Conflicts of Interest		Because an affiliate of Truist Securities, Inc. is a lender under our October 2025 Credit Facility and will receive 5% or more of the net proceeds of this offering due to the repayment of borrowings under the October 2025 Credit Facility, Truist Securities, Inc., an underwriter in this offering, is deemed to have a “conflict of interest” under Rule 5121 (“Rule 5121”) of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Accordingly, this offering is being made in compliance with the requirements of FINRA Rule 5121. Pursuant to that rule, the appointment of a “qualified independent underwriter” is not required in connection with the offering as a “bona fide public market,” as defined in Rule 5121, exists for our Class A Common Stock. See “Use of Proceeds” and “Underwriting (Conflicts of Interest).”
Dividend Policy		We currently intend to retain all available funds and any future earnings to fund the development and growth of our business, and, therefore, we do not anticipate declaring or paying any cash dividends on our Class A Common Stock. Except in certain limited circumstances, holders of our Class B Common Stock are not entitled to participate in any dividends declared by our board of directors. Because we are a holding company, our ability to pay cash dividends on our Class A Common Stock depends on our receipt of cash distributions from Cardinal. Our October 2025 Credit Facility (as defined below) contains certain covenants that restrict, subject to certain exceptions, our ability to pay dividends.

1612

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~~Registration~~See ~~Rights~~“Management’s ~~Agreement~~Discussion ~~Pursuant~~and toAnalysis ~~the~~of ~~Registration~~Financial ~~Rights~~Condition ~~Agreement,~~and weResults ~~will,~~of ~~subject~~Operations to— ~~the~~Liquidity ~~terms~~ and ~~conditions~~Sources ~~thereof, agree to register the resale~~ of ~~the~~Capital ~~shares~~— ofCredit ~~our~~Facilities, ~~Class~~Debt Aand ~~Common~~Other ~~Stock~~Capital.” ~~that~~Our ~~are~~ability ~~issuable~~ to ~~the~~pay ~~Continuing~~dividends ~~Equity~~may ~~Holders~~be inrestricted ~~connection~~by ~~with~~ the ~~Transactions.~~terms ~~See~~of ~~“Certain~~any ~~Relationships~~future ~~and~~credit ~~Related~~agreement ~~Party~~or ~~Transactions~~any —future ~~Registration~~debt ~~Rights~~or ~~Agreement”~~preferred ~~for~~equity asecurities ~~discussion~~ of ~~the Registration Rights Agreement~~ours. ~~Directed~~Any ~~Share~~future ~~Program~~determination Atas ~~our~~to ~~request,~~the ~~Stifel,~~declaration ~~Nicolaus & Company, Incorporated~~ and ~~its~~payment ~~affiliates~~of ~~(the “DSP Underwriter”) has reserved for sale~~dividends, atif ~~the initial public offering price~~any, upwill tobe %at of the ~~shares~~discretion of our ~~Class~~board Aof ~~Common Stock offered hereby for officers,~~ directors, ~~employees~~subject ~~and~~to ~~certain~~the ~~related~~requirements ~~persons.~~of ~~Any~~applicable ~~directed~~law, ~~shares~~and ~~not~~in ~~purchased~~compliance ~~will~~with becontractual ~~offered~~restrictions byand ~~the~~covenants ~~DSP~~in ~~Underwriter to~~ the ~~general~~agreements ~~public~~governing onour ~~the~~future ~~same~~indebtedness. ~~basis~~Any assuch ~~all~~determination ~~other~~will ~~shares~~also ~~offered~~depend byupon ~~this~~our ~~prospectus.~~business Weprospects, ~~have~~results ~~agreed~~of tooperations, ~~indemnify~~financial ~~the~~condition, ~~DSP~~cash ~~Underwriter~~requirements ~~against certain liabilities~~ and ~~expenses~~availability, ~~including~~industry ~~liabilities under the Securities Act~~trends, inand ~~connection~~other ~~with~~factors ~~the~~that ~~sales~~our board of ~~the~~directors ~~directed~~may ~~shares~~deem relevant. See “~~Underwriting~~Dividend ~~— Directed Share Program~~Policy.” The Listing and Trading Symbol WeOur ~~have applied to list our~~ Class A Common Stock is listed on Nasdaq under the symbol “CDNL.” Risk Factors You should carefully read and consider the information set forth under “Risk Factors” and all other information set forth in this prospectus before deciding to invest in our Class A Common Stock.

Unless we indicate otherwise or the context otherwise requires, all information in this prospectus: assumes no exercise by the underwriters of their option to purchase 562,500 additional shares of Class A Common Stock from us.

~~• gives effect to the Reorganization;~~13

• gives effect to the other Transactions, including the consummation of this offering and proposed use of proceeds;

• excludes shares of Class A Common Stock reserved for issuance under our 2025 Stock Incentive Plan (the “2025 Plan”), as described under the caption “Executive Compensation — 2025 Stock Incentive Plan”;

• assumes an initial public offering price of $ per share of Class A Common Stock, which is the midpoint of the price range set forth on the cover page of this prospectus; and

• assumes no exercise by the underwriters of their option to purchase additional shares of Class A Common Stock from us.

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~~Summary~~SUMMARY ~~HISTORICAL~~FINANCIAL AND ~~PRO~~OTHER ~~FORMA financial and other data~~DATA

The following tables present the summary financial and other data for Cardinal NCGroup. ~~and~~As ~~pro~~discussed ~~forma~~elsewhere ~~financial~~in ~~data~~this ~~for~~prospectus, Cardinal ~~Group. Cardinal NC~~ is the predecessor of Cardinal Group for financial reporting purposes. ~~The~~and ~~summary~~the ~~historical~~comparative ~~income~~financial ~~statement~~information ~~data~~provided ~~for~~prior ~~the years~~to ~~ended December~~September 3130, ~~2024~~2025 ~~and~~is ~~2023,~~that ~~and~~of ~~the~~Cardinal ~~summary~~NC ~~historical~~as ~~balance~~a ~~sheet~~result ~~data~~of asthe Cardinal Reorganization. For the avoidance of ~~December 31~~any doubt, ~~2024~~references ~~and~~to ~~2023,~~“Cardinal” ~~are~~and ~~derived~~“Cardinal ~~from~~Historical” ~~the~~are ~~audited~~used ~~consolidated~~interchangeably, ~~financial~~as ~~statements~~appropriate, ofin ~~Cardinal~~the NCbelow ~~included~~tables and elsewhere in this prospectus and the financial statements. The summary ~~historical~~financial ~~income~~data ~~statement~~as ~~data~~of, and for the ~~six~~ ~~months~~years ended, ~~June~~December 3031, 2025 and 2024, ~~and~~are derived from the ~~summary~~audited ~~historical~~consolidated ~~balance~~financial ~~sheet~~statements incorporated by reference into this prospectus. The summary financial data asfor ofthe ~~June~~three 30months ended March 31, ~~2025~~2026 and ~~2024~~2025 are derived from the unaudited condensed consolidated financial statements ofincorporated ~~Cardinal~~by NCreference ~~included~~into ~~elsewhere in~~ this prospectus. The unaudited condensed consolidated financial statements ~~of Cardinal NC~~ have been prepared on the same basis as the audited consolidated financial statements and, in our opinion, include all adjustments, consisting of normal recurring adjustments, necessary to present fairly in all material respects our financial position and results of operations. The results for any interim period are not necessarily indicative of the results that may be expected for the full year. Historical results of operations for the periods presented below are not necessarily indicative of the results to be expected for any future period.

The summary unaudited pro forma condensed consolidated income statement and balance sheet data as of and for the year ended December 31, 2024 and as of and for the six months ended June 30, 2025 has been prepared to give pro forma effect to (i) the Reorganization and (ii) this offering and the application of the net proceeds therefrom as if each had been completed on January 1, 2024, with respect to the statement of operations, and December 31, 2024, with respect to the balance sheet data. This information is subject to and gives effect to the assumptions and adjustments described in the notes accompanying the unaudited pro forma condensed consolidated financial statements included elsewhere in this prospectus. Such adjustments are preliminary and based upon currently available information and certain assumptions that our management believes are reasonable. The summary unaudited pro forma condensed consolidated financial statements is presented for informational purposes only, should not be considered indicative of actual results of operations that would have been achieved had such transactions been consummated on the date indicated and does not purport to be indicative of statements of financial position or results of operations as of any future date or for any future period.

The information set forth below should be read together with “Unaudited Pro Forma Condensed Consolidated Financial Information,” “Use of Proceeds,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Our Organizational Structure” and the audited financial statements and the accompanying notes included elsewhere in this prospectus.

	Cardinal Group
	Three months ended March 31,						Year ended December 31,
	2026			2025			2025			2024
Summary Income statement data:
Revenues	$	167,508,716		$	81,801,265		$	456,045,369		$	315,187,523
Operating costs and expenses:
Cost of revenues (exclusive of depreciation and amortization shown separately below):		133,319,083			65,277,978			359,897,579			249,888,575
General and administrative		10,142,131			2,125,970			23,526,023			10,687,302
Depreciation expense		5,702,410			5,071,341			25,246,451			18,663,746
Amortization expense		3,567,348			1,527,500			7,128,310			—
(Gain) on disposal of property and equipment		(2,397	)		(110,945	)		(157,401	)		13,534
Income from operations		14,780,141			7,909,421			40,404,407			35,934,366
Other expense:
Interest expense, net		(2,245,876	)		(1,026,276	)		(6,825,542	)		(4,828,058	)
Other expense, net		—			(241,400	)		(518,704	)		(1,456,565	)
Total other expense, net		(2,245,876	)		(1,267,676	)		(7,344,246	)		(6,284,623	)
Net income before taxes		12,534,265			6,641,745			33,060,161			29,649,743
Income tax expense		(1,053,229	)		—			(1,966,678	)		(1,352,509	)
Net income, including noncontrolling interests		11,481,036			6,641,745			31,093,483			28,297,234
Less: Net income attributable to noncontrolling interests		8,062,598			1,164,764			8,407,426			6,939,888
Net income attributable to Cardinal Infrastructure Group Inc.	$	3,418,438		$	5,476,981		$	22,686,057		$	21,357,346

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Summary financial and other data of Cardinal Group has not been presented because Cardinal Group is a newly-incorporated entity and has had no business transactions or activities to date, besides our initial capitalization.

	Cardinal Group
	Three months ended March 31,			Year ended December 31,
	2026		2025	2025		2024
Earnings per share(1):
Basic	$	0.23		$	0.06
Diluted	$	0.23		$	0.06
Weighted average shares of Class A Common Stock outstanding:
Basic		15,104,788			14,787,094
Diluted		15,126,679			14,809,208

	Cardinal Group Pro Forma(1)		Historical Cardinal NC
	Six months ended June 30, 2025	Year endedDecember 31, 2024	Six months ended June 30,						Year ended December 31,
			2025			2024			2024			2023
Summary Income statement data:
Revenues			$	187,912,174		$	153,914,275		$	315,187,523		$	247,924,063
Operating costs and expenses:
Cost of revenues (exclusive of depreciation and amortization shown separately below):				148,789,325			119,882,460			249,888,575			199,080,030
General and administrative				5,091,952			4,438,832			10,687,302			6,498,758
Depreciation expense				11,177,155			8,673,269			18,663,746			13,181,191
Amortization expense				3,309,679			—			—			—
Loss (gain) on disposal of property and equipment				(110,945	)		(36,023	)		13,534			(365,919	)
Total operating costs and expenses				168,257,166			132,958,538			279,253,157			218,394,060
Income from operations				19,655,008			20,955,737			35,934,366			29,530,003
Other expense:
Interest expense, net				(2,607,468	)		(2,246,697	)		(4,828,058	)		(3,990,288	)
Other expense, net				(241,407	)		(1,257,162	)		(1,456,565	)		(1,242,923	)
Total other expense, net				(2,848,875	)		(3,503,859	)		(6,284,623	)		(5,233,211	)
Net income before taxes				16,806,133			17,451,878			29,649,743			24,296,792
Income tax expense				(714,261	)		(785,334	)		(1,352,509	)		—
Net income, including noncontrolling interests				16,091,872			16,666,544			28,297,234			24,296,792
Less: Net income attributable to noncontrolling interests				3,447,186			3,575,219			6,939,888			3,724,472
Net income attributable to Cardinal NC			$	12,644,686		$	13,091,325		$	21,357,346		$	20,572,320

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Cardinal Group Pro Forma(1)

Historical Cardinal NC

Six months ended June 30, 2025

Year endedDecember 31, 2024

Six months ended June 30,

Year ended December 31,

2025

2024

2023

Net income attributable to Cardinal Group

Pro forma per share data:

Pro forma net income per share:

Basic and diluted

Pro forma weighted-average shares used to compute pro forma net income per share:

Basic and diluted

____________

(1) ~~Pro~~For ~~forma~~the year ended December 31, 2025, represents earnings per share of Class A Common Stock and weighted-average shares of Class A Common Stock outstanding for the ~~Reorganization.~~period ~~See~~from ~~“Unaudited~~December 10, ~~Pro~~2025 ~~Forma~~through ~~Condensed~~December 31, ~~Consolidated~~2025, ~~Financial~~the ~~Information~~period following the recapitalization transactions and IPO.”

	Cardinal Group Pro Forma(1)		Historical Cardinal NC
	At March 31, 2026			At December 31,
	Period ended June 30,2025		Period ended June 30,2025			Year ended December 31,
				2025			2024
						2024			2023
Summary Balance sheet data:
Summary Balance sheet data:
Total assets	$	657,251,915		$	394,587,355		$	140,313,821
Total assets			$	193,867,816		$	140,313,821		$	118,767,956
Total current assets		228,079,082			215,651,152			77,385,096
Total current assets				98,914,106			77,385,096			61,315,924
Total current liabilities		131,870,656			91,647,314			70,546,789
Total current liabilities				86,735,129			70,546,789			73,643,852
Notes payable		198,633,570			121,178,878			47,933,749
Notes payable				78,685,963			47,933,749			40,290,872
Total liabilities		395,250,329			255,049,532			116,959,845
Total liabilities				155,676,661			116,959,845			111,298,495
Total stockholders’/members’ equity	$	262,001,586		$	139,537,823		$	23,353,976
Total members’ equity				38,191,155			23,353,976			7,469,461

	Three months ended March 31,						Year ended December 31,
	2026			2025			2025			2024
Summary Cash flow data:
Cash flows from operating activities	$	9,317,019		$	12,092,682		$	37,900,887		$	42,629,114
Cash flows from investing activities		(134,794,623	)		(24,221,084	)		(101,500,431	)		(20,972,527	)
Cash flows from financing activities		72,311,046			13,991,834			139,831,861			(7,960,095	)
Other Financial and Operating Data (unaudited)(1):
Gross Profit	$	24,919,875		$	9,924,446		$	63,773,029		$	46,635,202
Adjusted Gross Profit(2)	$	34,189,633		$	16,523,287		$	96,147,790		$	65,298,948
Gross Profit Margin		14.9	%		12.1	%		14.0	%		14.8	%
Adjusted Gross Profit Margin(2)		20.4	%		20.2	%		21.1	%		20.7	%
EBITDA(2)	$	24,049,899		$	14,266,862		$	72,260,464		$	53,141,547
Adjusted EBITDA(2)	$	26,799,967		$	14,572,575		$	81,465,922		$	56,538,120
Net Income Margin(2)		6.9	%		8.1	%		6.8	%		9.0	%
EBITDA Margin(2)		14.4	%		17.4	%		15.8	%		16.9	%
Adjusted EBITDA Margin(2)(3)		16.0	%		17.8	%		17.9	%		17.9	%
Backlog (period end)	$	854,000,000		$	532,000,000		$	682,000,000		$	512,000,000

____________

(1) ~~Pro~~For ~~forma~~definitions ~~for~~and ~~the~~further ~~Reorganization.~~information ~~See~~about how we calculate financial and operating data, including a reconciliation of Adjusted Gross Profit, Adjusted Gross Profit Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and EBITDA Margin, please see “~~Unaudited~~Management’s ~~Pro~~Discussion ~~Forma~~and ~~Condensed~~Analysis ~~Consolidated~~of Financial ~~Information~~Condition and Results of Operations — Non-GAAP Financial Measures” and “— Other Factors Impacting Results of Operations.”

	Historical Cardinal NC
	Six months ended June 30,				Year ended December 31,
	2025		2024		2024			2023
Summary Cash flow data:
Cash flows from operating activities	16,322,082		15,160,962		$	42,629,114		$	30,883,199
Cash flows from investing activities	(41,616,509	)	(17,286,257	)		(20,972,527	)		(22,358,894	)
Cash flows from financing activities	23,554,116		2,631,091			(7,960,095	)		(2,690,783	)

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	Cardinal Group Pro Forma(1)		Historical Cardinal NC
	Six months ended June 30,2025	Year ended December 31,2024	Six months endedJune 30,						Year ended December 31,
			2025			2024			2024			2023
Other Financial and Operating Data (unaudited)(2):
Gross Profit			$	24,636,015		$	25,358,546		$	46,635,202		$	35,662,842
Adjusted Gross Profit(3)			$	39,122,849		$	34,031,815		$	65,298,948		$	48,844,033
Gross Profit Margin				13.1	%		16.5	%		14.8	%		14.4	%
Adjusted Gross Profit Margin(3)				20.8	%		22.1	%		20.7	%		19.7	%
EBITDA(3)			$	33,900,435			28,371,844		$	53,141,547		$	41,468,271
Adjusted EBITDA(3)			$	34,274,787			29,672,810		$	56,538,120		$	43,067,786
Net Income Margin				8.6	%		10.8	%		9.0	%		9.8	%
EBITDA Margin(3)				18.0	%		18.4	%		16.9	%		16.7	%
Adjusted EBITDA Margin(3)(4)				18.2	%		19.3	%		17.9	%		17.4	%
Backlog (period end)			$	643,000,000		$	538,000,000		$	512,000,000		$	401,000,000

(2) Adjusted Gross Profit, Adjusted Gross Profit Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and EBITDA Margin are included in this prospectus because they are non-GAAP financial measures used by management and our board of directors to assess our financial performance. For definitions of Adjusted Gross Profit, Adjusted Gross Profit Margin, EBITDA, Adjusted EBITDA, EBITDA Margin and Adjusted EBITDA Margin and a reconciliation of each to the most directly comparable financial measures calculated and presented in accordance with GAAP, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures.” Our non-GAAP financial measures should not be considered in isolation from, or as substitutes for, financial information prepared in accordance with GAAP. EBITDA, Adjusted EBITDA, EBITDA Margin and Adjusted EBITDA Margin may be different than a similarly titled measure used by other companies.

~~____________~~(3) Calculated as a percentage of revenue.

~~(1) Pro forma for the Reorganization. See “Unaudited Pro Forma Condensed Consolidated Financial Information.”~~16

(2) For definitions and further information about how we calculate financial and operating data, including a reconciliation of Adjusted Gross Profit, Adjusted Gross Profit Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and EBITDA Margin, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures” and “— Other Factors Impacting Results of Operations.”

(3) Adjusted Gross Profit, Adjusted Gross Profit Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and EBITDA Margin are included in this prospectus because they are non-GAAP financial measures used by management and our board of directors to assess our financial performance. For definitions of Adjusted Gross Profit, Adjusted Gross Profit Margin, EBITDA, Adjusted EBITDA, EBITDA Margin and Adjusted EBITDA Margin and a reconciliation of each to the most directly comparable financial measures calculated and presented in accordance with GAAP, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures.” Our non-GAAP financial measures should not be considered in isolation from, or as substitutes for, financial information prepared in accordance with GAAP. EBITDA, Adjusted EBITDA, EBITDA Margin and Adjusted EBITDA Margin may be different than a similarly titled measure used by other companies.

(4) Calculated as a percentage of revenue.

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RISK FACTORS

An investment in our Class A Common Stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below and the other information included in, or incorporated by reference into, this prospectus, including the consolidated financial statements and related notes thereto ~~included elsewhere in this prospectus~~ and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding whether to purchase our Class A Common Stock. If any of the risks described below actually occur, our business, financial condition, results of operations or prospects could be materially adversely affected. In any such case, the trading price of our Class A Common Stock could decline, and you could lose all or part of your investment. This prospectus also ~~contains~~includes or incorporates by reference forward-looking statements that involve risks and uncertainties. See “Cautionary Statement Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including those set forth below.

Risks Related to Our Business and Industry

Demand for our services may decrease during economic recessions or volatile economic cycles, and a reduction in demand in end markets may adversely affect our business.

We generate revenue and profit from infrastructure projects and services, but we do not directly control the process by which such infrastructure projects and services are awarded. The construction industry historically has experienced cyclical fluctuations in financial results due to economic recessions; downturns in business cycles of our customers; supply chain disruptions and the cost or availability of building materials; inflationary pressures; the availability of trade partners, vendors, or other third parties; federal and state income and real estate tax laws, including limitations on, or the elimination of, the deduction of mortgage interest or property tax payments; mortgage financing programs and regulation of lending practices; energy prices; the supply of developable land in our markets and in the United States generally; interest rate fluctuations and other economic factors beyond our control. Many factors, including the financial condition of the infrastructure industry, could adversely affect our customers and their willingness to fund capital expenditures in the future. Demand for public infrastructure projects depends on overall economic conditions, the need for new or replacement infrastructure, the priorities placed on various projects funded by governmental entities and federal, state and local government spending levels. In particular, low tax revenues, credit rating downgrades, budget deficits and financing constraints, including timing and amount of federal funding and competing governmental priorities, could negatively impact the ability of government agencies to fund existing or new public infrastructure projects. Additionally, consolidation, competition or capital constraints in the industries we serve may result in reduced spending by our customers. Any instability in the financial and credit markets could negatively impact our customers’ ability to pay us on a timely basis, or at all, for work on projects already in progress, could cause our customers to delay or cancel construction projects in our contract backlog and could create difficulties for customers to obtain adequate financing to fund new construction projects.

Economic, regulatory and market conditions affecting our specific end markets may adversely impact the demand for our services, resulting in the delay, reduction or cancellation of certain projects and these conditions may continue to adversely affect us in the future.

Our geographic concentration could materially and adversely affect us if the construction industry in our current markets should decline.

We currently conduct business primarily in the ~~State~~States of North Carolina, South Carolina and Georgia and our business strategy is focused on the Southeastern United States. A prolonged economic downturn in one or more of the areas in which we operate could have a material adverse effect on our business, prospects, liquidity, financial condition, and results of operations, and a disproportionately greater impact on us than our competitors with larger scale and more diversified operations and geographic footprint. Furthermore, if demand for construction projects in these markets decreases, the demand for our services could decrease, which would have a material adverse effect on our business.

~~Our dependence on suppliers of materials and subcontractors could increase our costs and impair our ability to complete contracts on a timely basis or at all.~~17

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~~well~~Our asdependence ~~fuel~~on ~~and~~suppliers ~~energy costs, the impact~~ of ~~natural~~materials ~~disasters, public health crises, geopolitical conflicts (such as the conflicts in Eastern Europe~~ and ~~the~~subcontractors ~~Middle East), and other matters that have impacted or~~ could ~~impact~~increase ~~the~~our ~~global~~costs ~~economy. If shortages~~ and ~~cost~~impair ~~increases~~our inability ~~materials~~to ~~and~~complete ~~tightness~~contracts inon ~~the labor market persist for~~ a ~~prolonged~~timely ~~period~~basis ofor ~~time,~~at ~~and we are unable to offset such cost increases, our profit margins could be adversely impacted~~all.

The price and availability of the materials required to execute our projects are subject to volatility and disruptions caused by global economic factors that are beyond our control, including, but not limited to, supply chain disruptions, labor shortages, wage pressures, rising inflation and potential economic slowdown or recession, as well as fuel and energy costs, the impact of natural disasters, public health crises, geopolitical conflicts (such as the conflicts in Eastern Europe and the Middle East), and other matters that have impacted or could impact the global economy. If shortages and cost increases in materials and tightness in the labor market persist for a prolonged period of time, and we are unable to offset such cost increases, our profit margins could be adversely impacted.

We currently rely on third party suppliers to provide substantially all of the materials (including aggregates, cement, asphalt, concrete, steel, oil and fuel) for our contracts and third party subcontractors to perform some of the work on many of our projects. Increasing prices of materials and equipment and substantial delays in delivering supplies have and could continue to adversely impact our operations and construction projects. For the past several years, our operating margins have been adversely impacted, and may continue to be impacted, by price increases for certain materials, including fuel, concrete, steel and lumber. To the extent that we are unable to obtain commitments from our suppliers for materials or engage subcontractors, our ability to bid for contracts may be impaired.

Utility shortages or price increases could have an adverse impact on operations.

Certain of the markets in which we operate or plan to operate in the future may experience utility shortages as well as significant increases in utility costs. For example, certain areas of North Carolina have experienced temporary disruptions to sewer system capacity and development in response to municipal infrastructure delays. Additionally, municipalities may restrict or place moratoriums on the availability of utilities, such as electricity, natural gas, water, and sewer taps. We may incur additional costs and may not be able to complete construction on a timely basis if such utility shortages, restrictions, moratoriums, and rate increases continue. In addition, these utility issues may adversely affect the local economies in which we operate, which may reduce demand for construction projects in those markets. Our business, prospects, liquidity, financial condition, and results of operations may be materially and adversely impacted if further utility shortages, restrictions, moratoriums, or rate increases occur in our markets.

If we do not accurately estimate the overall risks, requirements or costs related to a project when we bid for a contract that is ultimately awarded to us, we may achieve a lower than anticipated profit or incur a loss on the contract.

The majority of our revenues and backlog are derived from fixed-unit price contracts and lump sum contracts. Fixed-unit price contracts require us to provide materials and services at a fixed-unit price based on agreed quantities irrespective of our actual per unit costs. Lump sum contracts require the contract work to be completed for a single price irrespective of our actual costs incurred. We generate profits on fixed unit price and fixed total price contracts only when our revenues exceed our actual costs, which requires us to accurately estimate and control our costs and avoid cost overruns. Therefore, our ability to achieve profitability under such contracts is dependent upon our ability to avoid cost overruns by accurately estimating our costs and then successfully controlling our actual costs. If our cost estimates for a contract are inaccurate, or if we do not perform the contract within our cost estimates, we may incur losses due to cost overruns or the contract may be less profitable than expected. As a result, these types of contracts could negatively affect our cash flow, earnings and financial position.

The costs incurred and Gross Profit realized on our contracts can vary, sometimes substantially, from our original estimates due to a variety of factors, that may include, but are not limited to the following:

• onsite conditions that differ from those assumed in the original bid or contract;

• failure to include required materials or work in a bid, or the failure to estimate properly the quantities or costs needed to complete a lump sum contract;

• delays caused by weather conditions or otherwise failing to meet scheduled acceptance dates;

• contract or project modifications creating unanticipated costs not covered by change orders or contract price adjustments;

• changes in availability, proximity and costs of materials, including steel, concrete, aggregates and other construction materials (such as stone, gravel, sand and oil for asphalt paving), as well as fuel and lubricants for our equipment;18

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• to the extent not covered by contractual cost escalators, variability in, and our inability to predict, the costs of diesel fuel, liquid asphalt and cement;

• the availability and skill level of workers;

• the failure by our suppliers, subcontractors, designers, engineers or customers to perform their obligations;

• fraud, theft or other improper activities by our suppliers, subcontractors, designers, engineers, customers or personnel;

• mechanical problems with our machinery or equipment;

• citations issued by a government authority, including OSHA;

• difficulties in obtaining required government permits or approvals;

• changes in applicable laws and regulations; and

• uninsured claims or demands from third parties for alleged damages arising from the design, construction or use and operation of a project of which our work is a part.

Many of our contracts with public sector customers contain provisions that purport to shift some or all of the above risks from the customer to us, even in cases where the customer is partly at fault. Public sector customers may seek to impose contractual risk-shifting provisions more aggressively, which could increase risks and adversely affect our cash flow, earnings and financial position.

Further, in most cases, our contracts require completion by a scheduled acceptance date. Failure to timely complete a project could result in additional costs, penalties or liquidated damages being assessed against us, and these could exceed projected profit margins on the contract.

The infrastructure services industry is highly schedule-driven, and our failure to meet the schedule requirements of our contracts could adversely affect our reputation and/or expose us to financial liability.

In some instances, including in the case of many of our fixed unit price contracts, we guarantee that we will complete a project by a certain date. Any failure to meet the contractual schedule or satisfy the completion requirements set forth in our contracts could subject us to responsibility for costs resulting from the delay, generally in the form of contractually agreed-upon liquidated damages, liability for our customer’s actual costs arising out of our delay, reduced profits or a loss on that project and/or damage to our reputation, any of which could have a material adverse impact on our financial position, results of operations, cash flows and liquidity.

We may incur higher costs to lease, acquire and maintain equipment necessary for our operations, and the market value of our owned equipment may decline.

We service a significant portion of our contracts with our own construction equipment rather than leased or rented equipment. To the extent that we are unable to buy construction equipment necessary for our needs, either due to a lack of available funding or equipment shortages in the marketplace, we may be forced to rent equipment on a short-term basis, which could increase the costs of performing our contracts, thereby reducing contract profitability. Further, new equipment may not be available, or it may not be purchased or rented in a cost effective manner, which could adversely affect our operating results.

The equipment that we own or lease requires continuous maintenance, for which we maintain our own repair facilities. If we are unable to maintain or repair equipment ourselves, we may be forced to obtain third party repair services, which could increase our costs. Additionally, we rely on the availability of component parts from suppliers for the maintenance and repair of our equipment. The failure of suppliers to deliver component parts necessary to maintain our equipment could have an adverse effect on our ability to meet our commitments to customers.

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Because our industry is capital-intensive and we have significant fixed and semi-fixed costs, our profitability is sensitive to changes in volume.

The equipment needed to provide our services ~~are~~is expensive. We must spend a substantial amount of capital to purchase and maintain such assets. Although we believe our current cash balance, along with our projected internal cash flows and available financing sources, will provide sufficient cash to support our currently anticipated operating and capital needs, if we are unable to generate sufficient cash to purchase and maintain the property, plants and equipment necessary to operate our business, or if the timing of payments on our receivables is delayed, we may be required to reduce or delay planned capital expenditures or to incur additional indebtedness. In addition, due to the level of fixed and semi-fixed costs associated with our business, volume decreases could have a material adverse effect on our financial condition, results of operations or liquidity.

Interest rate changes, and the failure to hedge against them, may adversely affect us.

We have in the past and may in the future borrow money to finance acquisitions ~~related~~of toequipment ~~land, lots, home inventories,~~ or other companies. The borrowings may bear interest at variable rates. Interest rate changes could affect our interest payments, and our future earnings, results of operations, and cash flows may be adversely affected, assuming other factors are held constant.

We currently do not hedge against interest rate fluctuations. We may in the future obtain one or more forms of interest rate protection in the form of swap agreements, interest rate cap contracts or similar agreements to hedge against the possible negative effects of interest rate fluctuations. However, we cannot assure you that any hedging will adequately relieve the adverse effects of interest rate increases or that counterparties under these agreements will honor their obligations thereunder. In addition, we may be subject to risks of default by hedging counterparties. Adverse economic conditions could also cause the terms on which we borrow to be unfavorable. We could be required to liquidate one or more of our assets at times which may not permit us to receive an attractive return on our assets in order to meet our debt service obligations.

We may not accurately assess and/or estimate the quality, quantity, availability and cost of aggregates we need to complete a project, particularly for projects in rural areas.

Particularly for projects in rural areas, we may estimate the quality, quantity, availability and cost for aggregates (such as sand, gravel, crushed stone, slag and recycled concrete) from sources that we have not previously used as suppliers, which increases the risk that our estimates may be inaccurate. Inaccuracies in our estimates regarding aggregates could result in significantly higher costs to supply aggregates needed for our projects, as well as potential delays and other inefficiencies. If we fail to accurately assess the quality, quantity, availability and cost of aggregates, it could cause us to incur losses, which could materially adversely affect our results of operations.

Timing of the award and performance of new contracts may fluctuate.

It is generally very difficult to predict whether and when new contracts will be offered for tender, as our contracts frequently involve a lengthy and complex design and bidding process, which is affected by a number of factors, such as market conditions, funding arrangements and governmental approvals. Because of these factors, our results of operations and cash flows may fluctuate from quarter to quarter and year to year, and the fluctuation may be substantial.

The uncertainty of the timing of contract awards may also present difficulties in matching the size of our equipment fleet and work crews with contract needs. In some cases, we may maintain and bear the cost of more equipment and ready work crews than are necessary for then-existing needs, in anticipation of future needs for existing contracts or expected future contracts. If a contract is delayed or an expected contract award is not received, we would incur costs that could have a material adverse effect on our anticipated profit.

Natural and man-made disasters, severe weather, and adverse geologic conditions may increase costs, cause project delays and reduce consumer demand, all of which could materially and adversely affect us.

Our construction projects are in many areas that are subject to natural and man-made disasters, severe weather or adverse geologic conditions. These include, but are not limited to, hurricanes, tornadoes, droughts, floods, brushfires, wildfires, prolonged periods of precipitation, landslides, soil subsidence, earthquakes and other natural and man-made disasters. The occurrence of any of these events could damage our or our customers’ projects, cause delays

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in completion, reduce consumer demand, cause delays in our supply chain and cause shortages and price increases in labor or raw materials, any of which could affect our profitability. In addition, the occurrence of natural and man-made disasters, severe weather and other adverse geologic conditions has increased in recent years due to climate change and may continue to increase in the future. Climate change may have the effect of making the risks described above occur more frequently and more severely, which could amplify the adverse impact inon our business, prospects, liquidity, financial condition, and results of operations.

There are some risks of loss for which we may be unable to purchase insurance coverage or to maintain insurance coverage on acceptable terms. For example, losses associated with hurricanes, landslides, prolonged periods of precipitation, earthquakes and other weather-related and geologic events may not be insurable, and other losses, such as those arising from terrorism, may not be economically insurable. A sizeable uninsured loss could materially and adversely affect our business, prospects, liquidity, financial condition, and results of operations.

Changes to population growth rates in certain of the markets in which we operate or plan to operate could affect the demand for homes in these regions.

Slower rates of population growth or population declines in our markets in North Carolina, or other key markets in the United States we may decide to enter in the future, especially as compared to the high population growth rates in prior years, could affect the demand for housing and other construction projects, adversely affecting our plans for growth, business, financial condition, and operating results.

Our business is seasonal and subject to adverse weather and climate conditions, which can adversely impact our business and cause our quarterly operating results to fluctuate.

Our operations occur outdoors in an area of the country in which weather events such as hurricanes, tornadoes and tropical storms are common. For example, Hurricane Helene made landfall in North Carolina during our fourth fiscal quarter of 2024 and disrupted operations in various portions of our geographic footprint through flooding, extended power outages and road closures, among other issues. These and similar seasonal changes and adverse weather conditions, such as extended rainy or cold weather, can adversely affect our business operations through a decline in the demand for our construction services, alterations and delays in our construction schedules, extended power outages limiting the use of plants and equipment and reduced efficiencies in our contracting operations, resulting in under-utilization of crews and equipment and lower contract profitability. Longer-term climatic changes may lead to increased extreme weather, changes in hydrological and meteorological patterns, and increased natural disasters. We are not fully insured against all risks incident to our business, including the risk of our operations being interrupted due to severe weather and natural disasters. Furthermore, we may be unable to maintain or obtain insurance of the type and amount we desire at reasonable rates. As a result of market conditions, premiums and deductibles for some of our insurance policies have increased and could escalate further. In addition, sub-limits have been imposed for certain risks. In some instances, certain insurance could become unavailable or available only for reduced amounts of coverage. If we were to incur a significant liability for which we are not fully insured, it could have a material adverse effect on our business, results of operations and financial condition. Significant physical effects of climate change could also have an indirect effect on our business by interrupting the operations of those with whom we do business. Should the impact of climate change be significant or occur for lengthy periods of time, our financial condition or results of operations would be adversely affected.

As a result of these weather related factors, we have historically experienced, and expect to continue to experience, variability in our results of operations from quarter to quarter. We generally generate less revenue during the winter months of December, January and February. As a result, our revenues may fluctuate on a quarterly basis. We expect this seasonal pattern to continue over the long term, and we cannot make any assurances as to the degree to which our historical seasonal patterns will occur in the future.

We rely on information technology systems to conduct our business, which are subject to disruption, failure or security breaches.

We rely on information technology (“IT”) systems in order to achieve our business objectives. We also rely upon industry-accepted security measures and technology to securely maintain confidential information on our IT systems. However, our portfolio of hardware and software products, solutions and services and our enterprise IT systems may be vulnerable to damage or disruption caused by circumstances such as catastrophic events, power outages,

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~~may be vulnerable to damage or disruption caused by circumstances such as catastrophic events, power outages,~~ natural disasters, computer system or network failures, computer viruses, cyberattacks or other malicious software programs. The failure or disruption of our IT systems to perform as anticipated for any reason could disrupt our business and result in decreased performance, significant remediation costs, transaction errors, loss of data, processing inefficiencies, downtime, litigation and the loss of suppliers or customers. A significant disruption or failure could have a material adverse effect on our business operations, financial performance and financial condition.

Major public health crises could disrupt our operations and adversely affect ~~its~~our business, results of operations and financial condition.

Pandemics, epidemics, widespread illness, or other public health crises that interfere with the ability of our employees, suppliers, customers, financing sources or others to conduct business have and could adversely affect the global economy and our results of operations and financial condition. For example, our business and results of operations could be materially adversely affected if significant portions of our workforce are unable to work effectively, including because of illness, quarantines, or government actions or other restrictions in connection with any future major public health crisis.

The public infrastructure construction industry is highly competitive, with a variety of companies competing against us, and our failure to compete effectively could reduce the number of new contracts awarded to us or adversely affect our margins on contracts awarded.

Many public infrastructure contracts on which we bid are awarded through a competitive bid process, with awards generally being made to the lowest bidder, but sometimes recognizing other considerations, such as shorter contract schedules or prior experience with the customer and reputation. Within our geographic markets, we compete with many international, national, regional and local construction firms. Several of these competitors have achieved greater geographic market penetration than we have in the geographic markets in which we compete, and/or have greater resources, including financial resources, than we do. In addition, a number of international and national companies in the heavy highway industry that are larger than we are and that currently do not have a significant presence in our geographic markets, if they so desire, could establish a presence in our geographic markets and compete with us for contracts.

In addition, if the use of design-build, construction manager/general contractor (CM/GC) and other alternative project delivery methods continues to increase and we are not able to further develop our capabilities and reputation in connection with these alternative delivery methods, we will be at a competitive disadvantage, which may have a material adverse effect on our financial position, results of operations, cash flows and prospects. If we are unable to compete successfully in our markets, our relative market share and profits could also be reduced.

Our public infrastructure business relies on highly competitive and highly regulated state or local government contracts.

State and local government funding for public works projects is limited, thus creating a highly competitive environment for the limited number of public projects available. In addition, state and local government contracts are subject to specific procurement regulations, contract provisions and a variety of regulatory requirements relating to their formation, administration, performance and accounting. Many of these contracts include express or implied certifications of compliance with applicable laws and contract provisions. We may be subject to claims for civil or criminal fraud for actual or alleged violations of these governmental regulations, requirements or statutes. In addition, we may also be subject to qui tam litigation brought by private individuals on behalf of the government under the federal False Claims Act, which could include claims for treble damages. Further, if we fail to comply with any of these regulations, contracts or requirements, or if we have a substantial number of workplace safety violations, our existing government contracts could be terminated, and we could be suspended from government contracting or subcontracting, including federally funded projects at the state level. Even if we have not violated these regulations, requirements or statutes, allegations of violations or defending qui tam litigation could harm our reputation and require us to incur material costs to defend any such allegations or lawsuits. Due to the significant competition in the marketplace and the level of regulations on state or local government contracts, we could suffer reductions in new projects and see lower revenues and profit margins on those projects, which could have a material adverse effect on the business, operating results and financial condition.

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Our public infrastructure business depends on our ability to qualify as an eligible bidder under state or local government contract criteria and to compete successfully against other qualified bidders in order to obtain state or local government contracts.

State and local government agencies conduct rigorous competitive processes for awarding many contracts. Some contracts include multiple award task order contracts in which several contractors are selected as eligible bidders for future work. We ~~will~~ potentially face strong competition and pricing pressures for any additional public infrastructure contract awards from other government agencies, and we may be required to qualify or continue to qualify under various multiple award task order contract criteria. Our inability to qualify as an eligible bidder under state or local government contract criteria could preclude us from competing for certain other government contract awards. In addition, our inability to qualify as an eligible bidder, or to compete successfully when bidding for certain state or local government contracts and to win those contracts, could materially adversely affect our business, operations, revenues and profits.

Our public infrastructure business depends on federal, state and local government spending for public infrastructure construction, and reductions in government funding could adversely affect our results of operations.

For the year ended December 31, ~~2024~~2025, we generated approximately 35% of our revenue from publicly funded construction projects and the sale of construction materials to public customers at the federal, state and local levels. As a result, if publicly funded construction decreases due to reduced federal, state or local funding or otherwise, our financial condition, results of operations and liquidity could be materially adversely affected.

Federal highway bills provide spending authorizations that represent the maximum amounts available for federally funded construction projects. Each year, Congress passes an appropriation act establishing the amount that can be used for particular programs. The annual funding level is generally tied to receipts of highway user taxes placed in the federal Highway Trust Fund. Once Congress passes the annual appropriation, the federal government distributes funds to each state based on formulas or other procedures. States generally must spend these funds on the specific programs outlined in the federal legislation. In recent years, the Highway Trust Fund has faced insolvency as outlays have outpaced revenues, and annual shortfalls have been addressed primarily by short-term measures. In November 2021, the Infrastructure Investment Jobs Act (“IIJA”) was signed into law, which provided additional funding for highways, bridges and airports over a five-year period. In addition, the Inflation Reduction Act passed in August 2022 has provided funding for a variety of infrastructure-related programs. Although these laws provide for funding at historically high levels, the timing, nature and scale of the projects for which these funds under these programs or otherwise will be used remains uncertain given variations in the appropriation processes at the federal and state levels. As a result, we cannot be assured of the existence, timing or amount of future federal highway funding. Federal highway funding is also subject to uncertainties associated with congressional spending as a whole, including the potential impacts of budget deficits, government shutdowns and federal sequestration. Any reduction in federal highway funding, particularly in the amounts allocated to states in which we operate, could have a material adverse effect on our results of operations.

Each state funds its infrastructure spending from specially allocated amounts collected from various state taxes, typically fuel taxes and vehicle fees, as well as from voter-approved bond programs. Shortages in state tax revenues can reduce the amount spent or delay expenditures on state infrastructure projects. Many states have experienced state-level funding pressures caused by lower tax revenues and an inability to finance approved projects. Any reduction in state infrastructure funding in the states in which we operate could have a material adverse effect on our results of operations.

An inability to obtain bonding could limit the aggregate dollar amount of contracts that we are able to pursue for our public infrastructure business.

As is customary in the construction business, we are required to provide bonding to our public infrastructure customers to secure our performance under our contracts. Our ability to obtain bonding primarily depends upon our capitalization, working capital, borrowing capacity under our credit facilities, past performance, management expertise and reputation and certain external factors, including the overall capacity of the credit market. Bonding companies and banks consider such factors in relationship to the amount of our backlog and their underwriting standards, which may change from time to time. Events that adversely affect the financial markets generally may result in bonding becoming

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more difficult to obtain in the future, or being available only at a significantly greater cost. Our inability to obtain adequate bonding would limit the amount that we can bid on new contracts for our public infrastructure business and could have a material adverse effect on our future revenues and business prospects.

A prolonged government shutdown may adversely affect our public infrastructure business.

We derive a significant portion of our public infrastructure revenue from governmental agencies and programs. A prolonged government shutdown could impact inspections, regulatory review and certifications, grants, approvals, or cause other situations that could result in our incurring substantial labor or other costs without reimbursement under government contracts, or the delay or cancellation of key government programs in which we are involved, all of which could have a material adverse effect on our business and results of operations.

We may not be able to recover on claims or change orders against clients for payment or on claims against subcontractors for performance.

We occasionally present claims or change orders to our clients for additional costs exceeding a contract price or for costs not included in the original contract price. Change orders are modifications of an original contract that effectively change the provisions of the contract without adding new provisions. They generally include changes in specifications or design, facilities, equipment, materials, sites and periods for completion of work. Claims are amounts in excess of the agreed contract price (or amounts not included in the original contract price) that we seek to collect for customer-caused delays, errors in specifications and designs, contract terminations or other causes of unanticipated additional costs. These costs may or may not be recovered until the claim is resolved. In addition, we may have claims against subcontractors for performance or non-performance related issues that resulted in additional costs on a project. In some instances, these claims can be the subject of lengthy legal proceedings, and it is difficult to accurately predict when they will be fully resolved. A failure to promptly document and negotiate a recovery for change orders and claims could have a negative impact on our cash flows and overall ability to recover change orders and claims, which would have a negative impact on our financial condition, results of operations and cash flows.

Most of our contracts can be canceled on short notice.

Our contracts generally have clauses that permit the cancellation of the contract unilaterally and at any time as long as the customer compensates us for the work already completed and for additional contractual costs for cancellation. A cancellation of an unfinished contract could cause our equipment and work crews to be idle for a period of time until other comparable work becomes available, which could have a material adverse effect on our business and results of operations.

Risks Related to Our Management and Workforce

We depend on key management personnel.

Our success depends to a significant degree upon the contributions of certain key management personnel, including, but not limited to, Jeremy Spivey, our founder and Chief Executive Officer, Benjamin Wood, our Chief Operating Officer, Erik West, ~~our~~the Chief Operating Officer of Cardinal NC, and Mike Rowe, our Chief Financial Officer. Although we have entered into employment agreements with each of these individuals, there is no guarantee that each of these individuals will remain employed by us. Our ability to retain our key management personnel, or to attract suitable replacements should any existing members of our management team leave, is dependent on the competitive nature of the employment market. The loss of services from key management personnel or a limitation in their availability could materially and adversely impact our business, prospects, liquidity, financial condition, and results of operations. Further, such a loss could be negatively perceived in the capital markets. We have not obtained key person life insurance that would provide us with proceeds in the event of the death or disability of any of our key management personnel.

We depend on our ability to hire, train and retain qualified personnel in a competitive industry.

Our ability to attract and retain experienced, reliable and qualified personnel who possess the necessary and required experience and expertise to perform their respective services at a reasonable and competitive rate is a significant factor that enables us to successfully bid for and profitably complete our work. This includes management, project managers, estimators, supervisors, foremen, equipment operators and laborers. Competition for these and ~~other experienced personnel is intense, and it may be difficult to attract and retain qualified individuals with the~~

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other experienced personnel is intense, and it may be difficult to attract and retain qualified individuals with the requisite expertise and within the time frame demanded by our customers. If we do not succeed in retaining our current employees and attracting, developing and retaining new highly skilled employees, our reputation may be harmed and our operations and future earnings may be negatively impacted. In addition, the cost of providing our services, including the extent to which we utilize our workforce, affects our profitability. For example, the uncertainty of contract award timing can present difficulties in matching our workforce size with our contracts. If an expected contract award is delayed or not received, we could incur costs resulting from excess staff or redundancy of facilities that could have a material adverse impact on our business, financial condition and results of operations.

Our results of operations can be adversely affected by labor shortages, turnover and labor cost increases.

Labor is a primary component of operating our business. A number of factors may adversely affect the labor force available to us or increase labor costs from time to time, including high employment levels, federal unemployment subsidies and other government regulations. Although we have not experienced material disruptions due to labor shortages to date, we have observed an overall tightening and increasingly competitive labor market. A sustained labor shortage or increased turnover rates within our employee base could lead to increased costs, such as increased overtime to meet demand and increased wage rates to attract and retain employees, and could negatively affect our ability to complete our construction projects according to the required schedule or otherwise efficiently operate our business. If we are unable to hire and retain employees capable of performing at a high level, or if mitigation measures we may take to respond to a decrease in labor availability, such as overtime and third-party outsourcing, have unintended negative effects, our business could be adversely affected.

Federal, state and local employment-related laws and regulations could increase our cost of doing business and subject us to fines and lawsuits.

Our operations are subject to a variety of federal, state and local employment-related laws and regulations, including, but not limited to, the U.S. Fair Labor Standards Act, which governs such matters as minimum wages, the Family Medical Leave Act, overtime pay, compensable time, recordkeeping and other working conditions, Title VII of the Civil Rights Act, the Employee Retirement Income Security Act, the Americans with Disabilities Act, the National Labor Relations Act, regulations of the Equal Employment Opportunity Commission, regulations of the Office of Civil Rights, regulations of the Department of Labor, regulations of state attorneys general, federal and state wage and hour laws, and a variety of similar laws enacted by the federal and state governments that govern these and other employment-related matters. As our employees are located in a number of states, compliance with these evolving federal, state and local laws and regulations could substantially increase our cost of doing business. In recent years, companies have been subject to lawsuits, including class action lawsuits, alleging violations of federal and state law regarding workplace and employment matters, overtime wage policies, discrimination and similar matters, some of which have resulted in the payment of meaningful damages by the defendants. Similar lawsuits may be threatened or instituted against us from time to time, and we may incur damages and expenses resulting from lawsuits of this type, which could have a material adverse effect on our business, financial condition or results of operations. We are currently subject to employee-related legal proceedings in the ordinary course of business. While we believe that we have adequate reserves for those losses that we believe are probable and can be reasonably estimated, the ultimate results of legal proceedings and claims cannot be predicted with certainty.

We may be subject to unionization, work stoppages, slowdowns or increased labor costs.

Currently, none of our personnel are unionized. If at any time a significant amount of our employees unionized, it could limit the flexibility of the workforce and could result in demands that might increase our operating expenses and adversely affect our profitability. Our inability to negotiate acceptable contracts with unions could result in work stoppages, and any new or extended contracts could result in increased operating costs. Each of our different employee groups could unionize at any time and would require separate collective bargaining agreements. If any group of our employees were to unionize and we were unable to agree on the terms of their collective bargaining agreement or we were to experience widespread employee dissatisfaction, we could be subject to work slowdowns or stoppages. In addition, we may be subject to disruptions by organized labor groups protesting our non-union status. The future or continued occurrence of any of these events would be disruptive to our operations and could have a material adverse effect on our business, operating results and financial condition.

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If we are unable to comply with applicable immigration laws, our ability to successfully complete contracts may be negatively impacted.

We rely heavily on immigrant labor. We have taken steps that we believe are sufficient and appropriate to ensure compliance with immigration laws. However, we cannot provide assurance that we have identified, or will identify in the future, all undocumented immigrants who work for us. Our failure to identify undocumented immigrants who work for us may result in fines or other penalties being imposed upon us, which could have a material adverse effect on our results of operations and financial condition.

Our operations are subject to hazards that may cause personal injury or property damage, thereby subjecting us to liabilities and possible losses, which may not be covered by insurance as well as negative reputational impacts relating to health and safety matters.

Our workers are subject to hazards associated with providing construction and related services on construction sites. These operating hazards can cause personal injury, loss of life, damage to or destruction of property, plant and equipment or environmental damage. On most sites, we are responsible for safety and are contractually obligated to implement safety procedures. Our safety record is an important consideration for us and for our customers. If we experience a material increase in the frequency or severity of accidents, our safety record could substantially deteriorate, which may preclude us from bidding on certain work, expose us to potential lawsuits or cause customers to cancel existing contracts.

We maintain general liability and excess liability insurance, workers’ compensation insurance, auto insurance and other types of insurance all in amounts consistent with our risk of loss and infrastructure industry practice, but this insurance may not be adequate to cover all losses or liabilities that we may incur in our operations. Insurance liabilities are difficult to assess and quantify due to unknown factors, including the severity of an injury, the determination of our liability in proportion to other parties, the number of incidents not reported and the effectiveness of our safety program. If we were to experience insurance claims or costs above our estimates, we might be required to use working capital to satisfy these claims rather than to maintain or expand our operations. To the extent that we experience a material increase in the frequency or severity of accidents or workers’ compensation and health claims, or unfavorable developments on existing claims, our results of operations and financial condition could be materially and adversely affected.

Any failure in health and safety performance may result in penalties or a suspension or cessation of our operations for non-compliance with relevant regulatory requirements or litigation, and a failure that results in a major or significant health and safety incident is likely to be costly in terms of potential liabilities incurred as a result. Such a failure could generate significant negative publicity and have a corresponding impact on our reputation and our relationships with relevant regulatory agencies, governmental authorities, and local communities, which in turn could have a material adverse effect on our business, prospects, liquidity, financial condition, and results of operations.

Risks Related to Regulatory Matters

Environmental, health and safety and other regulatory matters, including those relating to climate change, could adversely affect our ability to conduct our business and could require expenditures that could have a material adverse effect on our results of operations and financial condition. In addition, future regulations, or more stringent enforcement of existing regulations, could increase those costs and liabilities, which could adversely affect our financial position and results of operations.

Our operations are subject to various complex and frequently changing environmental laws and regulations at the federal, state, and local level relating to the management, disposal and remediation of hazardous substances; the investigation and cleanup of contaminated sites; the emission and discharge of pollutants into the air and water; the generation, storage, handling, treatment and disposal of waste materials; and laws and regulations related to human health and safety. We could be held liable for contamination created not only from our own activities but also from the historical activities of others on our project sites or on properties that we acquire or lease on a strict, joint and several basis. Our operations are also subject to laws and regulations relating to workplace safety and worker health, which, among other things, regulate employee exposure to hazardous substances. Violations of environmental, health and safety laws and regulations could subject us to substantial fines and penalties, cleanup costs, third party property damage or personal injury claims, natural resource damages claims, the issuance of orders enjoining our operations

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and administrative, civil and criminal liability. We may incur liabilities that may not be covered by insurance policies, or, if covered, the financial amount of such liabilities may exceed our policy limits or fall within applicable deductible or retention limits. A partially or completely uninsured claim, if successful and of significant magnitude, could cause us to suffer a significant loss and reduce cash available for our operations. We are required to invest financial and managerial resources to comply with such laws and regulations, and believe that we will continue to be required to do so in the future.

In addition, growing concerns about climate change and other environmental issues could result in the imposition of additional environmental regulations, and various governmental authorities have considered and are continuing to consider the adoption of regulatory strategies and controls designed to reduce the emission of greenhouse gases resulting from regulated activities. Adoptions of such legislation or restrictions, or other environmental regulation in areas where we conduct our business, could increase the costs of projects for us and our customers, cause delays or, in some cases, prevent a project from going forward, thereby potentially reducing the need for our services, which could in turn have a material adverse effect on our operations and financial condition.

Upon entering office, the current U.S. presidential administration issued a series of executive orders that signaled a significant shift in the United States’ environmental and climate change policy. Among other directives, such executive orders: (i) rescind pre-existing executive actions meant to address climate change, including withdrawal of the U.S. from the Paris Agreement and other climate change-focused international initiatives; (ii) mandate review of existing regulations that may burden domestic energy development and other infrastructure projects; and (iii) pause disbursement of funds appropriated through the Inflation Reduction Act of 2022 and Infrastructure Investment and Jobs Act, including funds intended to support certain community infrastructure projects and programs. The administration has since proposed or promulgated a variety of regulatory initiatives, other executive actions and legislative proposals intended to further these and other policy priorities. The long-term impact of such actions, and any future actions taken during the current administration, on our and our customers’ operations or the demand for our services, if any, is difficult to predict at this time.

Additionally, we may not be able to comply with new or amended laws and regulations that are adopted, and any new or amended laws and regulations could have a material adverse effect on our operating results by requiring us to modify our operations or equipment or shut down our facilities. Additionally, our customers may not be able to comply with any new or amended laws and regulations, which could cause our customers to curtail or cease operations. Generally, environmental laws and regulations have become, and enforcement practices and compliance standards have become, increasingly stringent. Moreover, we cannot predict the nature, scope or effect of legislation or regulatory requirements that could be imposed, or how existing or future laws or regulations will be administered or interpreted, with respect to products or activities to which they have not been previously applied. Compliance with more stringent laws or regulations, as well as more vigorous enforcement policies of the regulatory agencies, could increase our compliance costs. Compliance with new regulations could require us to make substantial expenditures for, among other things, pollution control systems and other equipment that we do not currently possess, or the acquisition or modification of permits applicable to our activities. In addition, more stringent regulation of our customers’ operations with respect to the protection of the environment, health and safety could also adversely affect their operations and reduce demand for our services.

We are required to obtain, maintain and comply with government permits, licenses and approvals, and failure to obtain, maintain, and comply with such permits, licenses and approvals could adversely affect our or our customers’ operations.

We are required, and our customers are required, to obtain, maintain and comply with numerous federal, state and local government permits, licenses and approvals. Any of these permits, licenses or approvals may be subject to denial, revocation or modification under various circumstances. Failure to obtain or maintain such approvals or to comply with the conditions of permits, licenses or approvals may adversely affect our operations by, for instance, temporarily suspending our activities or curtailing our work and may subject us to fines, penalties, injunctive relief and other sanctions. Although existing permits and licenses are routinely renewed by various regulators, renewal could be denied or jeopardized by various factors, including:

• failure to provide adequate financial assurance for closure;

• failure to comply with environmental, health and safety laws and regulations or permit conditions;

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• local community, political or other opposition;

• executive action; and

• legislative action.

In addition, if new environmental legislation or regulations are enacted or implemented, or existing laws or regulations are amended or are interpreted or enforced differently, we may be required to obtain additional operating permits, licenses or approvals. Our inability to obtain, or to comply with, the permits, licenses and approvals required for our businesses, or our customers’ projects on which we work, could have a material adverse effect on us.

Furthermore, the regulatory permitting process for various projects requires significant investments of time and money by our customers and sometimes by us. There are no assurances that we or our customers will obtain the necessary permits for these projects. Applications for permits to operate newly constructed facilities such as our planned asphalt facilities, including air emissions permits, may be opposed by government entities, individuals or environmental groups, resulting in delays and possible non-issuance of the permits.

Recent and potential changes in U.S. trade policies and retaliatory responses from other countries may significantly increase the costs or limit supplies of materials and products used in our construction projects involving concrete.

In the recent past, the federal government imposed new or increased tariffs or duties on an array of imported materials and goods used in connection with our construction business, including steel and lumber, which raised our costs for these items (or products made with them). Foreign governments, including China, Canada and Mexico, and trading blocs, such as the European Union, have responded by imposing or increasing tariffs, duties and/or trade restrictions on U.S. goods, and are reportedly considering other measures. Any trading conflicts and related escalating governmental actions that result in additional tariffs, duties and/or trade restrictions could increase our costs further, cause disruptions or shortages in our supply chains and/or negatively impact the U.S., regional or local economies, and, individually or in the aggregate, materially and adversely affect our business and ~~result~~results of operations.

Tax matters, including changes in corporate tax laws and disagreements with taxing authorities, could impact our results of operations and financial condition.

We conduct business across the United States and file income taxes in the federal and various state jurisdictions. Significant judgment is required in our accounting for income taxes. In the ordinary course of our business, there are transactions and calculations in which the ultimate tax determination is uncertain. Changes in tax laws and regulations, in addition to changes and conflicts in related interpretations and other tax guidance, could materially impact our provision for income taxes, deferred tax assets and liabilities, and liabilities for uncertain tax positions. New income or other tax laws or regulations could be enacted at any time, which could adversely affect our business operations and financial performance.

Issues relating to tax audits or examinations and any related interest or penalties and uncertainty in obtaining deductions or credits claimed in various jurisdictions could also impact the accounting for income taxes. Our results of operations are reported based on our determination of the amount of taxes we owe in various tax jurisdictions, and our provision for income taxes and tax liabilities are subject to review or examination by taxing authorities in applicable tax jurisdictions. An adverse outcome of such a review or examination could adversely affect our operating results and financial condition. Further, the results of tax examinations and audits could have a negative impact on our financial results and cash flows where the results differ from the liabilities recorded in our financial statements.

Our business is subject to complex and evolving laws and regulations regarding data privacy and cybersecurity.

As part of our normal business activities, we collect, use, store, and otherwise process certain personal information, including personal information specific to employees, vendors, and suppliers. We may transfer some of this personal information to third parties who assist us with certain aspects of our business for limited purposes under appropriate contractual arrangements.

The regulatory environment surrounding data privacy and cybersecurity is constantly evolving and can be subject to significant change. Laws and regulations governing data privacy, cybersecurity, and the unauthorized disclosure of personal information pose increasingly complex compliance challenges, including the potential for inconsistent interpretation, and the implementation and maintenance of compliance measures may potentially elevate our costs.

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While we have taken commercially reasonable steps to comply with applicable data privacy and cybersecurity laws and regulations, these laws and regulations are in some cases relatively new and the interpretation and application of these laws and regulations are uncertain. Thus, there can be no assurance that our efforts will be deemed effective by regulatory bodies. Any failure, or perceived failure, by us to comply with applicable data privacy and cybersecurity laws and regulations could result in proceedings or actions against us by governmental entities or others, subject us to significant fines, penalties, judgments, and negative publicity, require us to change our business practices, increase the costs and complexity of compliance, and adversely affect our business. As noted above, we are also subject to the possibility of information system failures, cybersecurity incidents or attacks, or other security breaches, which themselves may result in a violation of these laws and regulations. Additionally, if we acquire a company that has violated or is not in compliance with applicable data privacy and cybersecurity laws and regulations, we may incur significant liabilities and penalties as a result.

Risks Related to Our Acquisition Strategy

Our strategy, which includes expanding into adjacent markets, may not be successful.

We intend to continue to pursue growth through the acquisition of companies or assets that will enable us to broaden the types of projects we execute and also expand into new markets. We have completed several acquisitions and plan to consider additional acquisitions in the future. While we continuously evaluate potential acquisitions, as of the date of this prospectus we have not entered into any agreement or arrangement with respect to any particular acquisition other than those previous acquisitions described in this prospectus. Furthermore, there can be no assurance that we will be able to complete any future acquisitions on favorable terms or at all. The investigation of acquisition candidates and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments require substantial management time and attention and costs for accountants, attorneys and others. If we fail to complete any acquisition for any reason, including events beyond our control, the costs incurred up to that point for the proposed acquisition likely would not be recoverable.

Acquisitions typically require integration of the acquired company’s estimation, project management, finance, information technology, risk management, purchasing and fleet management functions. We may be unable to successfully integrate an acquired business into our existing business, and an acquired business may not be as profitable as we had expected or at all. Acquisitions involve risks that the acquired business will not perform as expected and that our expectations concerning the value, strengths and weaknesses of the acquired business will prove incorrect. Our inability to successfully integrate new businesses in a timely and orderly manner could increase costs, reduce profits or generate losses and prevent us from realizing expected rates of return on an acquired business.

Moreover, an acquisition involves certain risks, including:

• difficulties in the integration of operations, systems, policies and procedures;

• enhancements in controls and procedures including those necessary for a public company may make it more difficult to integrate operations and systems;

• failure to implement proper overall business controls, including those required to support our growth, resulting in inconsistent operating and financial practices at companies we acquire or have acquired;

• termination of relationships with the key personnel and customers of an acquired company;

• additional financial and accounting challenges and complexities in areas such as tax planning, treasury management, financial reporting and internal controls;

• the incurrence of environmental and other liabilities, including liabilities arising from the operation of an acquired business or asset prior to our acquisition for which we are not indemnified or for which the indemnity is inadequate; and

• insufficient management attention to our ongoing business.

In addition, potential acquisition targets may be in states in which we do not currently operate. Acquisitions in a new geographic region could result in unforeseen operating challenges and difficulties in coordinating geographically dispersed operations, personnel and facilities and subject us to unfamiliar legal requirements.

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We cannot guarantee that we will achieve synergies and cost savings in connection with recent and future acquisitions. Many of the businesses that we previously acquired, and businesses that we may acquire in the future, could have unaudited financial statements that are prepared by management and are not independently reviewed or audited, and such financial statements could be materially different if they were independently reviewed or audited. We cannot guarantee that we will continue to acquire businesses at valuations consistent with our prior acquisitions or that we will complete future acquisitions at all. We also cannot know whether there will be attractive acquisition opportunities at reasonable prices, ~~that~~whether financing will be available or ~~that~~whether we can successfully integrate acquired businesses into our existing operations. In addition, our results of operations from these acquisitions could, in the future, result in impairment charges for any of our intangible assets, including goodwill or other long-lived assets, particularly if economic conditions worsen unexpectedly.

We cannot make any assurances that our growth or expansion strategies will be successful, and we may incur a variety of costs to engage in such strategies, including through targeted acquisitions, and the anticipated benefits may never be realized.

We have expanded our business through selected investments and by capturing market- share within our existing markets and in new geographic markets. We intend to grow our operations in existing markets and to strategically expand into new markets or pursue opportunistic purchases of other ~~homebuilders~~infrastructure construction companies on attractive terms, as such opportunities arise. We may be unable to achieve the anticipated benefits of any such growth or expansion, including through targeted acquisitions or through efficiencies that we may be unable to achieve, the anticipated benefits may take longer to realize than expected, or we may incur greater costs than expected in attempting to achieve the anticipated benefits. In such cases, we will likely need to employ additional personnel or trade partners that are knowledgeable about such markets. There can be no assurance that we will be able to recruit, develop, or retain the necessary personnel or trade partners to successfully implement a disciplined management process and culture with local management, that our expansion operations will be successful, or that we will be able to successfully integrate any acquired ~~homebuilder~~company. This could disrupt our ongoing operations and divert management resources that would otherwise focus on developing our existing business.

We can give no assurance that we will be able to successfully identify, acquire, or implement these new strategies in the future. Accordingly, any such expansion, including through acquisitions, could expose us to significant risks beyond those associated with operating our existing business and may adversely affect our business, prospects, liquidity, financial condition, and results of operations.

Risks Related to Our Financial Results, Financing and Liquidity

Our use of over -time revenue recognition (~~formerly~~specifically, ~~known~~recognition asof ~~percentage~~revenue based on the cost-ofto-~~completion~~cost input method) accounting related to our projects could result in a reduction or elimination of previously reported revenue and profits.

As is more fully discussed under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates,” a significant portion of our contract revenue is recognized over time. This method is used because management believes costs incurred best represent the amount of work completed and remaining on our projects and is the most common basis for computing percentage of completion in our industry. Under this method, estimated contract revenue is recognized by applying the cost-to-cost measure of progress for the period (based on the ratio of costs incurred to total estimated costs of a contract) to the total estimated revenue for the contract. Contract estimates are based on various assumptions to project the outcome of future events that often span several years. These assumptions include labor productivity and availability, the complexity of the work to be performed, the cost and availability of materials and the performance of subcontractors. Changes in job performance, job conditions and estimated profitability, including those changes arising from contract penalty provisions and final contract settlements, may result in revisions to costs and income and are recognized in the period in which the revisions are determined. These adjustments could result in both increases and decreases in profit margins or losses. Actual results could differ from estimated amounts and could result in a reduction or elimination of previously recognized earnings. In certain circumstances, it is possible that such adjustments could be significant and could have an adverse effect on our business. To the extent that these adjustments result in an increase, a reduction or an elimination of previously reported contract profit, we recognize a credit or a charge against current earnings, which could be material.

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Our backlog may not be realized or may not result in profits and may not accurately represent future revenue.

Backlog asat ~~of June~~December 3031, 2025 totaled $~~643~~ 682 million. Backlog develops as a result of new awards, which represent the potential revenue value realizable pursuant to new project commitments received by us during a given period. Backlog is measured and defined differently by companies within our industry. We refer to “Backlog” as the unearned revenue we expect to earn in future periods on our executed contracts. As the construction on our projects progresses, we increase or decrease Backlog to take into account newly signed contracts, revenue earned during the period and our estimates of the effects of changes in estimated quantities, changed conditions, change orders and other variations from previously anticipated contract revenues, including completion penalties and incentives. In the event of a project cancellation, termination or scope adjustment, we typically have no contractual right to the total revenues reflected in our backlog. The timing of contract awards, duration of large new contracts and the mix of services, subcontracted work and material in our contracts can significantly affect backlog reporting. We cannot guarantee that the revenue projected in our Backlog will be realized, or if realized, will result in earnings. Given these factors, our Backlog at any point in time may not accurately represent the revenue that we expect to realize during any period, and our Backlog as of the end of a fiscal year may not be indicative of the revenue we expect to earn in the following fiscal year. Inability to realize revenue from our Backlog could have an adverse effect on our business.

We may need to raise additional capital in the future for working capital, capital expenditures and/or acquisitions, and we may not be able to do so on favorable terms or at all, which would impair our ability to operate our business or achieve our growth objectives.

Our ability to obtain additional financing in the future will depend in part upon prevailing credit and equity market conditions, as well as the condition of our business and our operating results; such factors may adversely affect our efforts to arrange additional financing on terms satisfactory to us and ~~makes~~make us more vulnerable to adverse economic and competitive conditions.

If adequate funds are not available, or are not available on acceptable terms, we may not be able to make future investments, take advantage of acquisitions or other opportunities, or respond to competitive challenges.

To service our indebtedness and to fund working capital, we will require a significant amount of cash. Our ability to generate cash depends on many factors that are beyond our control, including the fact that adverse capital and credit market conditions may affect our ability to meet liquidity needs, access to capital and cost of capital.

Our ability to generate cash is subject to our operational performance, as well as general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We may be unable to expand our credit capacity, which could adversely affect our operations and business. Earnings from our operations and our working capital requirements can vary from period to period, based primarily on the mix of our projects underway and the percentage of project work completed during the period. Capital expenditures may also vary significantly from period to period. We cannot provide assurance that our business will generate sufficient cash flow from operations or asset sales or that we can obtain future borrowing capacity in an amount sufficient to enable us to pay our indebtedness, to fund working capital requirements or to fund our other liquidity needs. Without sufficient liquidity, we will be forced to curtail our operations, and our business will suffer.

In the event we cannot generate enough cash to satisfy our liquidity needs, we may have to seek additional financing. The availability of additional financing will depend on a variety of factors such as market conditions, the general availability of credit, the volume of trading activities, our credit ratings and credit capacity, as well as the possibility that customers or lenders could develop a negative perception of our long- or short-term financial prospects if the level of our business activity decreased due to a market downturn. The domestic and worldwide capital and credit markets may experience significant volatility, disruptions and dislocations with respect to price and credit availability. Should we need additional funds or to refinance our existing indebtedness, we may not be able to obtain such additional funds. If internal sources of liquidity prove to be insufficient, we may not be able to successfully obtain additional financing on favorable terms, or at all.

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We must manage our liquidity carefully to fund our working capital.

The need for working capital for our business varies due to fluctuations in the following amounts, among other factors:

• receivables;

• contract retentions;

• contract assets;

• contract liabilities;

• the size and status of contract mobilization payments and progress billings; and

• the amounts owed to suppliers and subcontractors.

We may have limited cash on hand and the timing of payments on our contract receivables is difficult to predict. If the timing of payments on our receivables is delayed or the amount of such payments is less than expected, our liquidity and ability to fund working capital could be materially and adversely affected.

Failure to maintain adequate financial and management processes and internal controls could lead to errors in reporting our financial results.

The accuracy of our financial reporting is dependent on the effectiveness of our internal controls. We are required to provide a report from management to our stockholders on our internal control over financial reporting that includes an assessment of the effectiveness of these controls. Internal control over financial reporting has inherent limitations, including human error, the possibility that controls could be circumvented or become inadequate because of changed conditions, resource challenges and fraud. Because of these inherent limitations, internal control over financial reporting might not prevent or detect all misstatements or fraud. If we fail to maintain the adequacy of our internal controls, including any failure to implement required new or improved controls, otherwise fail to prevent financial reporting misstatements, or if we experience difficulties in implementing internal controls, our business and operating results could be harmed, and we could fail to meet our financial reporting obligations.

In connection with the preparation of the financial statements, a material ~~weakness~~weaknesses in Cardinal NC’s internal controls over financial reporting ~~was~~were identified and, if our remediation is not effective, or if we fail to maintain an effective system of internal controls over financial reporting in the future, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence and profitability.

We have identified a material ~~weakness~~weaknesses in Cardinal NC’s internal controls over financial reporting at December 31, 2025. A material weakness is a deficiency, or a combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material ~~weakness~~weaknesses identified ~~was~~are related to IT general controls, segregation of duties and ineffective controls over the review of estimates to complete for construction contracts. Remediation steps are being taken to improve Cardinal NC’s internal controls over financial reporting to address the underlying causes, including designing and implementing increased controls along with increased oversight and review of controls.

While we believe that these efforts will improve Cardinal NC’s internal controls over financial reporting, the implementation of these measures is ongoing and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles. If the steps we take do not remediate the material weaknesses in a timely manner, there could continue to be a reasonable possibility that these control deficiencies or others could result in a material misstatement of our annual or interim financial statements that would not be prevented or detected on a timely basis. If we are unable to successfully remediate our existing or any future material weakness, the accuracy of our financial reporting may be adversely affected, which could cause investors to lose confidence in our financial reporting and our share price, and profitability may decline as a result.

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Changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our results of operations and financial condition.

We are subject to taxation by U.S. federal, state, and local tax authorities. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

• allocation of expenses to and among different jurisdictions;

• changes to our assessment about our ability to realize, or in the valuation of, our deferred tax assets that are based on estimates of our future results, the prudence and feasibility of possible tax planning strategies, and the economic and political environments in which we do business;

• expected timing and amount of the release of any tax valuation allowances;

• tax effects of stock-based compensation;

• costs related to intercompany restructurings;

• changes in tax laws, regulations, or interpretations thereof;

• the outcome of current and future tax audits, examinations, or administrative appeals;

• lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates; and

• limitations or adverse findings regarding our ability to do business in some jurisdictions.

Any changes in U.S. taxation may increase our effective tax rate and harm our business, financial condition, and results of operations. In particular, new income or other tax laws or regulations could be enacted at any time, which could adversely affect our business operations and financial performance. Further, existing tax laws and regulations could be interpreted, modified, or applied adversely to us.

Our current financing arrangements contain, and our future financing arrangements likely will contain, restrictive covenants.

Our current financing arrangements (including the ~~New~~October 2025 Credit Facility) contain, and the financing arrangements we enter into in the future likely will contain, covenants (financial and otherwise) affecting our ability to incur additional debt, make certain investments, reduce liquidity below certain levels, make distributions to our stockholders, and otherwise affect our operating policies. The restrictions contained in our financing arrangements could also limit our ability to plan for or react to market conditions, meet capital needs, make acquisitions, or otherwise restrict our activities or business plans.

If we fail to meet or satisfy any of these covenants in our debt agreements, we would be in default under these agreements, and our lenders could elect to declare outstanding amounts due and payable, terminate their commitments, require the posting of additional collateral, or enforce their respective interests against existing collateral. A default also could significantly limit our financing alternatives, which could cause us to curtail our investment activities and/or dispose of assets when we otherwise would not choose to do so. If we default on several of our debt agreements or any single significant debt agreement, it could have a material adverse effect on our business, prospects, liquidity, financial condition, and results of operations.

We expect to use leverage in executing our business strategy, which may adversely affect the return on our assets.

We may incur a substantial amount of debt in the future. Our existing indebtedness is recourse to us, and we anticipate that future indebtedness will likewise be recourse. As of ~~October 10~~December 31, 2025, we had ~~122~~$120.2 0 million of borrowings outstanding under the ~~New~~October 2025 Credit Facility bearing interest at the rate of 6.383%. Our board of directors ~~will~~considers ~~consider~~ several factors when evaluating our level of indebtedness and when making decisions regarding the incurrence of new indebtedness, including the purchase price of assets to be acquired with debt financing, the estimated market value of our assets, and the ability of particular assets, and us as a whole, to generate cash flow to cover the expected debt service. Our governing corporate documents do not contain a limitation on the amount of debt we may incur, and our board of directors may change our target debt levels at any time without the approval of our stockholders.

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Incurring a substantial amount of debt could have important consequences for our business, including:

• making it more difficult for us to satisfy our obligations with respect to our debt or to our trade or other creditors;

• increasing our vulnerability to adverse economic or industry conditions;

• limiting our ability to obtain additional financing to fund capital expenditures and acquisitions, particularly when the availability of financing in the capital markets is limited;

• requiring a substantial portion of our cash flows from operations ~~and the proceeds from this offering~~ for the payment of interest on our debt and reducing our ability to use our cash flows ~~and the proceeds from this offering~~ to fund working capital, capital expenditures, acquisitions, and general corporate requirements;

• limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and

• placing us at a competitive disadvantage to less leveraged competitors.

We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us through capital markets financings or under our credit facilities or otherwise in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, on or before its maturity. We cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all. In addition, we may incur additional indebtedness to finance our operations or to repay existing indebtedness. If we cannot service our indebtedness, we may have to take actions such as selling assets, seeking additional debt or equity, financing, or reducing or delaying capital expenditures, strategic acquisitions, investments, and alliances. We cannot assure you that any such actions, if necessary, could be effected on commercially reasonable terms or at all, or on terms that would be advantageous to our stockholders or on terms that would not require us to breach the terms and conditions of our existing or future debt agreements.

Risks Related to Our Organizational Structure

Our principal asset ~~after~~is ~~the completion of this offering will be~~ our interest in Cardinal, and, as a result, we ~~will~~ depend on distributions from Cardinal to pay our taxes and expenses, including payments under the Tax Receivable Agreement. Cardinal’s ability to make such distributions may be subject to various limitations and restrictions.

~~Upon~~We ~~the~~are ~~consummation of this offering and the Transactions, we will be~~ a holding company and ~~will~~ have no material assets other than our ownership of LLC Units. As such, we will have no independent means of generating revenue or cash flow, and our ability to pay our taxes and operating expenses or declare and pay dividends in the future, if any, ~~will~~depends ~~be dependent~~ upon the financial results and cash flows of Cardinal and distributions we receive from Cardinal. There can be no assurance that Cardinal will generate sufficient cash flow to distribute funds to us or that applicable state law and contractual restrictions, including negative covenants in any applicable debt instruments, will permit such distributions. Cardinal is currently subject to debt instruments or other agreements that restrict its ability to make distributions to us, which may in turn affect Cardinal’s ability to pay distributions to us and thereby adversely affect our cash flows.

Cardinal ~~will~~continues ~~continue~~ to be treated as a partnership for U.S. federal income tax purposes and, as such, generally ~~will~~is not be subject to any entity-level U.S. federal income tax. Instead, any taxable income of Cardinal ~~will~~is be allocated to holders of LLC Units, including us. Accordingly, we ~~will~~ incur income taxes on our allocable share of any net taxable income of Cardinal. Under the terms of the Cardinal Operating Agreement, Cardinal ~~will~~is be obligated, subject to various limitations and restrictions, including with respect to our debt agreements, to make tax distributions to holders of LLC Units, including us. In addition to tax expenses, we ~~will also~~ incur expenses related to our operations, including payments under the Tax Receivable Agreement, which are and we expect will continue to be significant. See “Certain Relationships and Related ~~Party~~ Transactions — Tax Receivable Agreement.” in the definitive proxy statement for our 2026 Annual Meeting of Stockholders which is incorporated by reference into our Annual Report on Form 10-K which is incorporated by reference into this prospectus. We intend, as its managing member, to cause Cardinal to make (i) pro rata tax distributions in cash to the holders of LLC Units (including us) in an amount at least sufficient to fund all or part of their tax obligations in respect of taxable income allocated to them, as well as our obligations to make payments under the Tax Receivable Agreement (such pro rata distributions to the Continuing Equity Holders to be exclusive of the right of such Continuing Equity Holders to receive payments pursuant to the Tax Receivable Agreement) and ~~(ii) non-pro rata payments to us to reimburse us for our operating expenses (such expenses not to include obligations~~

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(ii) non-pro rata payments to us to reimburse us for our operating expenses (such expenses not to include obligations under the Tax Receivable Agreement). However, Cardinal’s ability to make such distributions ~~may~~is be subject to various limitations and restrictions, such as restrictions on distributions that would either violate any contract or agreement to which Cardinal is then a party, including debt agreements, or any applicable law, or that would have the effect of rendering Cardinal insolvent. If we do not have sufficient funds to pay tax or other liabilities, or to fund our operations (including, if applicable, because of an acceleration of our obligations under the Tax Receivable Agreement), we may have to borrow funds, which could materially and adversely affect our liquidity and financial condition, and subject us to various restrictions imposed by any lenders of such funds. To the extent we are unable to make timely payments under the Tax Receivable Agreement for any reason, such payments generally will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement resulting in the acceleration of payments due under the Tax Receivable Agreement. See “Certain Relationships and Related ~~Party~~ Transactions — Tax Receivable Agreement” and “Certain Relationships and Related ~~Party~~ Transactions — Cardinal Operating Agreement.” in the definitive proxy statement for our 2026 Annual Meeting of Stockholders which is incorporated by reference into our Annual Report on Form 10-K which is incorporated by reference into this prospectus. In addition, if Cardinal does not have sufficient funds to make distributions, our ability to declare and pay cash dividends will also be restricted or impaired, although we do not anticipate declaring or paying any cash dividends on our Class A Common Stock in the foreseeable future. See “— Risks Related to ~~This~~the ~~Offering and~~ Ownership of our Class A Common Stock” and “Dividend Policy.”

As mentioned above, under the Cardinal Operating Agreement, we intend to cause Cardinal, from time to time, to make pro rata distributions in cash to the holders of LLC Units (including us) in amounts sufficient to cover the taxes imposed on their allocable share of taxable income of Cardinal (such pro rata distributions to the Continuing Equity Holders to be exclusive of the right of such Continuing Equity Holders to receive payments pursuant to the Tax Receivable Agreement). As a result of (i) potential differences in the amount of net taxable income allocable to us and to the other holders of LLC Units, (ii) the lower tax rate applicable to corporations as opposed to individuals, and (iii) certain tax benefits covered by, and payments under, the Tax Receivable Agreement, these tax distributions may be in amounts that exceed our tax liabilities. Our board of directors will determine the appropriate uses for any excess cash so accumulated, which may include, among other uses, the payment of obligations under the Tax Receivable Agreement and the payment of other expenses. We ~~will~~ have no obligation to distribute such cash (or other available cash) to our stockholders. No adjustments to the exchange ratio for LLC Units and corresponding shares of Class A Common Stock will be made as a result of any cash dividend or distribution by us or any retention of cash by us. As a result, the holders of LLC Units (other than us) may benefit from any value attributable to such cash balances if they acquire shares of Class A Common Stock in exchange for their LLC Units, notwithstanding that such holders may have participated previously as holders of LLC Units in distributions that resulted in such excess cash balances to us. See “Description of Capital Stock.” To the extent we do not distribute such excess cash as dividends on our Class A Common Stock we may take other actions with respect to such excess cash, for example, holding such excess cash, or lending or contributing it (or a portion thereof) to Cardinal, which may result in shares of our Class A Common Stock increasing in value relative to the value of LLC Units. Following a contribution of such excess cash to Cardinal we may make an adjustment to the outstanding number of LLC Units held by holders of LLC Units (other than us).

The Tax Receivable Agreement with the Continuing Equity Holders requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and we expect that such payments will be substantial.

InWe ~~connection~~are ~~with~~a ~~this~~party ~~offering,~~to wea ~~will enter into the~~ Tax Receivable Agreement with Cardinal and each of the Continuing Equity Holders. Under the Tax Receivable Agreement, weamong ~~will~~us beand each of the Continuing Equity Holders, we are required to make cash payments to the Continuing Equity Holders equal to 85% of the tax benefits, if any, that we actually realize, or in certain circumstances are deemed to realize, as a result of (i) the amount of tax benefits, if any, that Cardinal Group actually realizes (or in some circumstances is deemed to realize) as a result of certain increases in tax basis resulting from our acquisition (or deemed acquisition for U.S. federal tax purposes) of the Continuing Equity Holders’ LLC Units in connection with the IPO or pursuant to an exercise of the Redemption Right or Call Right (“Basis Adjustments”) and (ii) certain tax benefits (such as interest deductions) arising from payments under the Tax Receivable Agreement. We ~~will~~are be required to make such payments to the Continuing Equity Holders even if all of the Continuing Equity Holders were to exchange or have had redeemed their remaining LLC Units.

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The payment obligation is an obligation of Cardinal Group and not of Cardinal. We expect that the amount of the cash payments we will be required to make under the Tax Receivable Agreement will be substantial. Any payments made by us to the Continuing Equity Holders under the Tax Receivable Agreement will not be available for reinvestment in our business and will generally reduce the amount of overall cash flow that might have otherwise been available to us. To the extent that we are unable to make timely payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid by us; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement resulting in the acceleration of payments due under the Tax Receivable Agreement. See “Certain Relationships and Related Transactions — Tax Receivable Agreement” and “Certain Relationships and Related ~~Party~~ Transactions, and Director Independence — Cardinal Operating Agreement.” in the definitive proxy statement for our 2026 Annual Meeting of Stockholders which is incorporated by reference into our Annual Report on Form 10-K which is incorporated by reference into this prospectus. Payments under the Tax Receivable Agreement are not conditioned upon continued ownership of Cardinal by the exchanging Continuing Equity Holders. Furthermore, if we experience a Change of Control (as defined under the Tax Receivable Agreement), which includes certain mergers, asset sales, and other forms of business combinations, we would be obligated to make an immediate payment, and such payment may be significantly in advance of, and may materially exceed, the actual realization, if any, of the future tax benefits to which the payment relates. This payment obligation could (i) make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that are the subject of the Tax Receivable Agreement and (ii) result in holders of our Class A Common Stock receiving substantially less consideration in connection with a Change of Control transaction than they would receive in the absence of such obligation. Accordingly, the Continuing Equity Holders’ interests may conflict with those of the holders of our Class A Common Stock.

Assuming no material changes in the relevant tax laws and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, we expect that the tax savings associated with the purchase of LLC Units in connection with this offering, together with future redemptions or exchanges of all remaining LLC Units owned by the Continuing Equity Holders pursuant to the Cardinal Operating Agreement as described above, would aggregate to approximately $ million over years from the date of this offering based on the assumed initial public offering price of $ per share of our Class A Common Stock, which is the midpoint of the price range set forth on the cover page of this prospectus, and assuming all redemptions or exchanges would occur immediately after the initial public offering, which is assumed to occur on , 2025 for purposes of the information presented in this prospectus. Under such scenario, assuming future payments are made on the date each relevant tax return is due, without extensions, we would be required to pay approximately % of such amount, or approximately $ million, over the year period from the date of this offering. The actual Basis Adjustments and the actual utilization of any resulting tax benefits, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors including: the timing of redemptions by the Continuing Equity Holders; the price of shares of our Class A Common Stock at the time of the exchange; the extent to which such exchanges are taxable; the amount of gain recognized by such Continuing Equity Holders; the amount and timing of the taxable income allocated to us or otherwise generated by us in the future; the portion of our payments under the Tax Receivable Agreement constituting imputed interest; and the federal and state tax rates then applicable.

Our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon the Continuing Equity Holders that ~~will~~do not benefit holders of our Class A Common Stock to the same extent that itthey ~~will~~ benefit the Continuing Equity Holders.

Our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon the Continuing Equity Holders that ~~will~~do not benefit the holders of our Class A Common Stock to the same extent that itthey ~~will~~ benefit the Continuing Equity Holders. WeThe ~~will enter into the~~ Tax Receivable Agreement with Cardinal and the Continuing Equity Holders entered into in connection with ~~this~~our ~~offering~~initial ~~and~~public ~~the~~offering ~~Transactions,~~ which ~~will~~provides ~~provide~~ for the payment by us to the Continuing Equity Holders of 85% of the amount of tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize, as a result of (i) Basis Adjustments and (ii) certain tax benefits (such as interest deductions) arising from payments under the Tax Receivable Agreement. See “Certain Relationships and Related ~~Party~~ Transactions — Tax Receivable Agreement.” in the definitive proxy statement for our 2026 Annual Meeting of Stockholders which is incorporated by reference into our Annual Report on Form 10-K which is incorporated by reference into this prospectus. Although we will retain 15% of the amount of such tax benefits, this and other aspects of our organizational structure may adversely impact the future trading market for our Class A Common Stock.

In certain cases, payments under the Tax Receivable Agreement to the Continuing Equity Holders may be accelerated or significantly exceed any actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement.

The Tax Receivable Agreement ~~will~~ generally ~~apply~~applies to each of our taxable years, beginning with the first taxable year ending after the consummation of the Transactions. There is no maximum term for the Tax Receivable Agreement. However, the Tax Receivable Agreement ~~will~~provides ~~provide~~ that if (i) we materially breach any of our material obligations under the Tax Receivable Agreement, (ii) certain mergers, asset sales, other forms of business combinations or other changes of control ~~occur after the consummation of this offering~~, or (iii) we elect an early termination of the Tax Receivable Agreement, then our obligations, or our successor’s obligations, under the Tax Receivable Agreement to make payments will be determined based on certain assumptions, including an assumption that we will have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreement.

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Assuccessor’s ~~a result of the foregoing~~obligations, weunder ~~would be required to make an immediate cash payment equal to~~ the ~~present value of the anticipated future tax benefits that are the subject of the~~ Tax Receivable Agreement, ~~based on certain assumptions, which payment may be made significantly in advance of the actual realization, if any, of such future tax benefits. Such cash payment~~ to ~~the~~make ~~Continuing~~payments ~~Equity~~will ~~Holders could~~ be ~~greater~~determined ~~than~~based the specified percentage of any actual benefits we ultimately realize in respect of the tax benefits that are subject to the Tax Receivable Agreement. In these situations, our obligations under the Tax Receivable Agreement could have a substantial negative impact on ~~our liquidity and could have the effect of delaying, deferring, or preventing~~ certain ~~mergers~~assumptions, ~~asset~~including ~~sales,~~an ~~other~~assumption forms of business combinations or other changes of control. For example, should we elect to terminate the Tax Receivable Agreement immediately following this offering, assuming no material changes in the relevant tax laws or tax rates and that we ~~earn~~will have sufficient taxable income to ~~realize~~fully utilize all ~~tax~~ potential ~~benefits~~future that are subject to the Tax Receivable Agreement, we estimate that the aggregate of termination payments would be approximately $ million based on the assumed initial public offering price of $ per share of our Class A Common Stock, which is the midpoint of the price range set forth on the cover page of this prospectus, and assuming the discount rate were to be % and the relevant interest rate were to be % (SOFR plus 100 basis points) based on management’s preliminary assumptions. A 100 basis point change in the discount rate would result in the tax ~~benefit~~benefits payments liability of approximately $ million. The Company will reassess the tax benefit payments liability at each reporting period based on updated exchange activity and tax benefit realization. The contractual Early Termination Rate is defined under the agreement as the lesser of (i) 6.5% per annum, compounder annually, and (ii) SOFR plus 100 basis points, which applies to early termination payments and may serve as a reference point for market participant assumptions. There can be no assurance that ~~we will be able to fund or finance our obligations under the Tax Receivable Agreement. We may need to incur debt to finance payments under the Tax Receivable Agreement to the extent our cash resources~~ are ~~insufficient~~subject to ~~meet our obligations under~~ the Tax Receivable Agreement ~~as a result of timing discrepancies or otherwise~~.

As a result of the foregoing, we would be required to make an immediate cash payment equal to the present value of the anticipated future tax benefits that are the subject of the Tax Receivable Agreement, based on certain assumptions, which payment may be made significantly in advance of the actual realization, if any, of such future tax benefits. Such cash payment to the Continuing Equity Holders could be greater than the specified percentage of any actual benefits we ultimately realize in respect of the tax benefits that are subject to the Tax Receivable Agreement. In these situations, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring, or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. The Company will reassess the tax benefit payments liability at each reporting period based on updated exchange activity and tax benefit realization. The contractual Early Termination Rate is defined under the agreement as the lesser of (i) 6.5% per annum, compounded annually, and (ii) SOFR plus 100 basis points, which applies to early termination payments and may serve as a reference point for market participant assumptions. There can be no assurance that we will be able to fund or finance our obligations under the Tax Receivable Agreement. We may need to incur debt to finance payments under the Tax Receivable Agreement to the extent our cash resources are insufficient to meet our obligations under the Tax Receivable Agreement as a result of timing discrepancies or otherwise.

We will not be reimbursed for any payments made to the Continuing Equity Holders under the Tax Receivable Agreement in the event that any tax benefits are disallowed.

Payments under the Tax Receivable Agreement ~~will~~are be based on the tax reporting positions that we determine, and the U.S. Internal Revenue Service (“IRS”), or another tax authority, may challenge all or part of the Basis Adjustments or other tax benefits we claim, as well as other related tax positions we take, and a court could sustain such challenge. If the outcome of any such challenge would reasonably be expected to materially and adversely affect the rights and obligations of Continuing Equity Holders under the Tax Receivable Agreement, then, under certain circumstances, we will not be permitted to settle such challenge without the consent (not to be unreasonably withheld or delayed) of Continuing Equity Holders. The interests of Continuing Equity Holders in any such challenge may differ from or conflict with our interests and your interests, and Continuing Equity Holders may exercise their consent rights relating to any such challenge in a manner adverse to our interests and your interests. We will not be reimbursed for any cash payments previously made to the Continuing Equity Holders under the Tax Receivable Agreement in the event that any tax benefits initially claimed by us and for which payment has been made to a Continuing Equity Holder are subsequently challenged by a taxing authority and are ultimately disallowed. Instead, any excess cash payments made by us to a Continuing Equity Holder will be netted against future cash payments, if any, that we might otherwise be required to make to such Continuing Equity Holder, under the terms of the Tax Receivable Agreement. However, we might not determine that we have effectively made an excess cash payment to a Continuing Equity Holder for a number of years following the initial time of such payment. Moreover, the excess cash payments we made previously under the Tax Receivable Agreement could be greater than the amount of future cash payments against which we would otherwise be permitted to net such excess. The applicable U.S. federal income tax rules for determining applicable tax benefits we may claim are complex and factual in nature, and there can be no assurance that the IRS or a court will agree with our tax reporting positions. As a result, payments could be made under the Tax Receivable Agreement significantly in excess of any actual cash tax savings that we realize in respect of the tax attributes with respect to a Continuing Equity Holder that are the subject of the Tax Receivable Agreement.

Risks Related to ~~this~~the ~~Offering and~~ Ownership of our Class A Common Stock

The Continuing Equity Holders ~~will~~ continue to have significant influence over us ~~after this offering~~, including control over decisions that require the approval of stockholders.

~~Upon~~The ~~consummation of this offering, the~~ Continuing Equity Holders ~~will~~ control, in the aggregate, approximately 61.0% of the voting power represented by all our outstanding shares of capital stock as of December 31, ~~assuming~~2025. noAs ~~exercise~~a ofresult, the ~~underwriters’~~Continuing ~~option~~Equity Holders continue to ~~purchase~~exercise ~~additional~~significant ~~shares~~influence over all matters on which holders of Class AB Common Stock. Asare aentitled ~~result~~to vote, including the election and removal of directors (subject to the rights of the holders of preferred stock, if any), amendments to our A&R Charter or amended and restated bylaws (the “A&R Bylaws”), and any approval of significant corporate transactions (including a sale of all or substantially all of our assets), and continue to have significant control

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~~Continuing Equity Holders will continue to exercise significant influence~~ over all matters on which holders of Class B Common Stock are entitled to vote, including the election and removal of directors (subject to the rights of the holders of preferred stock, if any), amendments to our A&R Charter or amended and restated bylaws (the “A&R Bylaws”), and any approval of significant corporate transactions (including a sale of all or substantially all of our assets), and will continue to have significant control over our business, affairs, and policies, including the appointment of our management, through their influence over the composition of the board of directors. The directors, whom the Continuing Equity Holders ~~will~~ have the ability to elect through their voting power, ~~will~~ have the authority to incur additional debt, issue or repurchase stock, declare dividends, and make other decisions that could be detrimental to stockholders.

WeCertain ~~expect that certain~~ members of our board of directors ~~will~~are ~~continue to be~~ affiliated with the Continuing Equity Holders. The Continuing Equity Holders can take actions that have the effect of delaying or preventing a change of control of us or discouraging others from making tender offers for our shares, which could prevent stockholders from receiving a premium for their shares. These actions may be taken even if other stockholders oppose them. The concentration of voting power with the Continuing Equity Holders may have an adverse effect on the price of our Class A Common Stock. The Continuing Equity Holders may have interests that are different from yours and may vote in a way with which you disagree and that may be adverse to your interests.

Our stock price may change significantly ~~following the offering~~, and you may not be able to resell shares of our Class A Common Stock at or above the price you paid or at all, and you could lose all or part of your investment as a result.

~~The initial public offering price for the shares was determined by negotiations between us and the underwriters.~~ You may not be able to resell your shares at or above the ~~initial~~price ~~public~~that ~~offering~~you ~~price~~paid for them due to a number of factors included herein, including the following:

• results of operations that vary from the expectations of securities analysts and investors;

• results of operations that vary from those of our competitors;

• changes in expectations as to our future financial performance, including financial estimates and investment recommendations by securities analysts and investors;

• technology changes, changes in consumer behavior in our industry;

• security breaches related to our systems or those of our affiliates or strategic partners;

• changes in economic conditions for companies in our industry;

• changes in market valuations of, or earnings and other announcements by, companies in our industry;

• declines in the market prices of stocks generally, particularly those of residential construction;

• strategic actions by us or our competitors;

• announcements by us, our competitors or our strategic partners of significant contracts, new products, acquisitions, joint marketing relationships, joint ventures or other unconsolidated entities, other strategic relationships, or capital commitments;

• changes in general economic or market conditions or trends in our industry or the economy as a whole and, in particular, in the residential construction environment;

• changes in business or regulatory conditions;

• future sales of our Class A Common Stock or other securities;

• investor perceptions of the investment opportunity associated with our Class A Common Stock relative to other investment alternatives;

• the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC;

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• announcements relating to litigation or governmental investigations;

• guidance, if any, that we provide to the public, any changes in this guidance, or our failure to meet this guidance;

• the development and sustainability of an active trading market for our stock;

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• changes in accounting principles; and

• other events or factors, including those resulting from system failures and disruptions, natural or man-made disasters, extreme weather events, war, acts of terrorism, an outbreak of highly infectious or contagious diseases, such as COVID-19, or responses to these events.

Furthermore, the stock market may experience extreme volatility that, in some cases, may be unrelated or disproportionate to the operating performance of particular companies. These broad market and industry fluctuations may adversely affect the market price of our Class A Common Stock, regardless of our actual operating performance. In addition, price volatility may be greater if the public float and trading volume of our Class A Common Stock is low.

In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of management from our business regardless of the outcome of such litigation.

Certain provisions of Delaware law and antitakeover provisions in our organizational documents could delay or prevent a change of control.

Certain provisions of Delaware law and our A&R Charter and A&R Bylaws may have an antitakeover effect and may delay, defer, or prevent a merger, acquisition, tender offer, takeover attempt, or other change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by our stockholders. These provisions provide for, among other things:

• the ability of our board of directors to issue one or more series of preferred stock without stockholder approval;

• our stockholders may not take action by consent without a meeting, but may only take action at a meeting of stockholders;

• vacancies on our board of directors will be able to be filled only by our board of directors and not by stockholders;

• advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders;

• our stockholders will be unable to call a special meeting of stockholders;

• no cumulative voting in the election of directors; and

• that certain provisions of the A&R Charter may be amended only by the affirmative vote of holders of at least 66 2/3% of the voting power of our then outstanding capital stock entitled to vote thereon.

These antitakeover provisions could make it more difficult for a third party to acquire us, even if the third party’s offer may be considered beneficial by many of our stockholders. As a result, our stockholders may be limited in their ability to obtain a premium for their shares.

In addition, we have opted out of Section 203 of the General Corporation Law of the State of Delaware (the “DGCL”), but our A&R Charter will provide that engaging in any of a broad range of business combinations with any “interested” stockholder (generally defined as any stockholder with 15% or more of our outstanding voting stock and any entity or person affiliated with or controlling or controlled by such stockholder) for a period of three years following the time on which the stockholder became an “interested” stockholder is prohibited, subject to certain exceptions (except with respect to the Continuing Equity Holders and any of their respective affiliates and any of their respective direct or indirect transferees of our common stock). See “Description of Capital Stock.”

44We are subject to financial reporting and other requirements as a newly public company for which our accounting and other management systems and resources may not be adequately prepared.

As a newly public company with listed equity securities, we must comply with new laws, regulations, and requirements, including the requirements of the Exchange Act, certain corporate governance provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and related regulations and requirements of the SEC, with which we were not required to comply as a private company. The Exchange Act requires that we file annual,

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~~following~~quarterly, and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal controls and procedures for financial reporting. Section 404 of the ~~time~~Sarbanes-Oxley onAct ~~which~~requires our management and independent auditors to report annually on the ~~stockholder~~effectiveness ~~became~~of our internal control over financial reporting. However, we are currently an “~~interested~~emerging growth company,” ~~stockholder~~as isdefined ~~prohibited~~in the JOBS Act, ~~subject~~so for as long as we continue to be an emerging growth company, we intend to take advantage of certain ~~exceptions~~exemptions ~~(except~~from various reporting requirements applicable to other public companies but not to emerging growth companies, including, but not limited to, not being required to comply with ~~respect~~the auditor attestation requirements of Section 404. Once we are no longer an emerging growth company or, if prior to such date, we opt to no longer take advantage of the ~~Continuing~~applicable ~~Equity~~exemptions, ~~Holders~~we will be required to include an opinion from our independent auditors on the effectiveness of our internal control over financial reporting. These reporting and ~~any~~other obligations will place significant demands on our management, administrative, operational, and accounting resources and will cause us to incur significant expenses. We may need to upgrade our systems or create new systems, implement additional financial and management controls, reporting systems and procedures, create or outsource an internal audit function, and hire additional accounting and finance staff. If we are unable to accomplish these objectives in a timely and effective fashion, our ability to comply with the financial reporting requirements and other rules that apply to reporting companies could be impaired. Any failure to maintain effective internal control over financial reporting could have a material adverse effect on our business, prospects, liquidity, financial condition, and results of ~~their~~operations. ~~respective~~As ~~affiliates~~a public company our compliance obligations have also made it more expensive for us to obtain director and ~~any~~officer liability insurance, and we have been required to incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of ~~their~~our ~~respective~~board ~~direct~~of ordirectors, ~~indirect~~particularly ~~transferees~~to serve on our audit committee and compensation committee, and qualified executive officers. As a result of disclosure of information in this prospectus and in filings required of a public company, our ~~common~~business ~~stock)~~and financial condition have become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. ~~See~~If ~~“Description~~such claims are successful, our business and operating results could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of ~~Capital~~our ~~Stock~~management and adversely affect our business and operating results.”

WeThe ~~will~~JOBS ~~become~~Act ~~subject~~allows us to ~~financial~~postpone ~~reporting~~the ~~and~~date ~~other~~by ~~requirements~~which aswe amust ~~public~~comply ~~company~~with ~~for~~certain ~~which~~laws ~~our~~and ~~accounting~~regulations ~~and~~intended ~~other~~to ~~management~~protect ~~systems~~investors and ~~resources~~to ~~may~~reduce ~~not~~the amount of information we provide in our reports filed with the SEC. We cannot be ~~adequately~~certain ~~prepared~~if this reduced disclosure will make our Class A Common Stock less attractive to investors.

AsThe aJOBS ~~public company with listed equity securities, we will need to comply with new laws, regulations, and requirements, including the requirements of the Exchange~~ Act, ~~certain~~is ~~corporate~~intended ~~governance provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and related regulations and requirements of the SEC, with which we were not required~~ to ~~comply~~reduce as a private company. The Exchange Act requires that we file annual, quarterly, and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal controls and procedures for financial reporting. Section 404 of the ~~Sarbanes-Oxley~~regulatory ~~Act~~burden ~~requires our management and independent auditors to report annually~~ on ~~the effectiveness of our internal control over financial reporting. However, we are an~~ “emerging growth ~~company,~~companies.” asAs defined in the JOBS Act, soa ~~for~~public ~~as long as we continue to be an emerging growth~~ company, wewhose ~~intend~~initial ~~to take advantage of certain exemptions from various reporting requirements applicable to other~~ public ~~companies~~offering ~~but not to emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements~~ of ~~Section 404.~~common ~~Once~~equity wesecurities ~~are~~occurs noafter ~~longer an emerging growth company or~~December 8, ~~if prior to such date~~2011, we opt to no longer take advantage of the applicable exemptions, we will be required to include an opinion from our independent auditors on the effectiveness of our internal control over financial reporting. These reporting and ~~other~~whose ~~obligations~~annual ~~will~~gross ~~place~~revenues significant demands on our management, administrative, operational, and accounting resources and will cause us to incur significant expenses. We may need to upgrade our systems or create new systems, implement additional financial and management controls, reporting systems and procedures, create or outsource an internal audit function, and hire additional accounting and finance staff. If we are ~~unable~~less tothan ~~accomplish these objectives in a timely and effective fashion, our ability to comply with the financial reporting requirements and other rules that apply to reporting companies could be impaired~~$1.235 billion Any failure to maintain effective internal control over financial reporting could have a material adverse effect on our business, prospects, liquidity, financial condition, and results of operations. We also expect that being a public company and these rules and regulations will ~~make it more expensive for us to obtain director and officer liability insurance~~, ~~and~~in we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directorsgeneral, ~~particularly~~qualify toas ~~serve~~an on“emerging ~~our~~growth ~~audit committee and compensation committee, and qualified executive officers. As a result of disclosure of information in this prospectus and in filings required of a public~~ company,” ~~our~~until business and financial condition will become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and operating results could be adversely affected, and even if the ~~claims~~earliest ~~do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources~~ of ~~our management and adversely affect our business and operating results.~~:

The JOBS Act will allow us to postpone the date by which we must comply with certain laws and regulations intended to protect investors and to reduce the amount of information we provide in our reports filed with the SEC. We cannot be certain if this reduced disclosure will make our Class A Common Stock less attractive to investors.

The JOBS Act is intended to reduce the regulatory burden on “emerging growth companies.” As defined in the JOBS Act, a public company whose initial public offering of common equity securities occurs after December 8, 2011, and whose annual net sales are less than $1.235 billion will, in general, qualify as an “emerging growth company” until the earliest of:

• the last day of its fiscal year following the fifth anniversary of the date of its initial public offering of common equity securities;

• the last day of its fiscal year in which it has annual gross revenue of $1.235 billion or more;

• the date on which it has, during the previous three-year period, issued more than $1 billion in nonconvertible debt; and

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• the date on which it is deemed to be a “large accelerated filer,” which will occur at such time as we (i) have an aggregate worldwide market value of common equity securities held by non-affiliates of $700 million or more as of the last business day of its most recently completed second fiscal quarter, (ii) have been required to file annual and quarterly reports under the Exchange Act, for a period of at least 12 months, and (iii) have filed at least one annual report pursuant to the Exchange Act.

Under this definition, we ~~will~~are becurrently an “emerging growth company” ~~upon completion of this offering~~ and could remain an “emerging growth company” until as late as the fifth anniversary offollowing ~~the~~our ~~completion~~December 2025 ofinitial ~~this~~public offering. For so long as we are an “emerging growth company,” we will, among other things:

• not be required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes -Oxley Act;

• not be required to hold a nonbinding advisory stockholder vote on executive compensation pursuant to Section 14A(a) of the Exchange Act;

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• not be required to seek stockholder approval of any golden parachute payments not previously approved pursuant to Section 14A(b) of the Exchange Act;

• be exempt from the requirement of the “PCAOB” regarding the communication of critical audit matters in the auditor’s report on the financial statements; and

• be subject to reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. This permits an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have chosen to “opt out” of this transition period and, as a result, we will comply with new or revised accounting standards as required when they are adopted. This decision to opt out of the extended transition period is irrevocable.

We cannot predict if investors will find our Class A Common Stock less attractive as a result of our decision to take advantage of some or all of the reduced disclosure requirements above. If some investors find our Class A Common Stock less attractive as a result, there may be a less active trading market for our Class A Common Stock and our stock price may be more volatile.

~~The~~We ~~historical~~expect ~~and~~that ~~pro~~we ~~forma~~will ~~financial~~no ~~information~~longer inqualify ~~this~~as ~~prospectus~~an ~~may~~“emerging ~~make~~growth itcompany” ~~difficult~~as toof ~~accurately~~December 31, ~~predict~~2027, ~~our~~and, ~~costs~~as ofa ~~operations~~result, inwe ~~the~~will ~~future~~have to comply with increased disclosure and compliance requirements.

~~The~~We ~~historical~~are ~~financial~~currently ~~information~~an “emerging growth company” as defined in ~~this~~the ~~prospectus~~JOBS ~~does~~Act. ~~not~~However, ~~reflect~~because (i) the ~~added~~market ~~costs~~value weof ~~expect~~our common stock held by non-affiliates is likely to ~~incur~~exceed $700 million as aof ~~public~~June 30, ~~company~~2026, or the ~~resulting~~last ~~changes~~business day ~~that~~of ~~will~~our ~~occur~~second infiscal ~~our~~quarter ~~capital~~(based ~~structure~~on ~~and~~the ~~operations.~~public Inoffering ~~preparing~~price of our ~~pro~~Class A ~~forma~~Common ~~financial~~Stock ~~information~~in this offering), (ii) we will have ~~given~~been ~~effect~~a ~~to,~~public ~~among~~company ~~other~~for ~~items,~~more than one year as of the ~~Transactions.~~end ~~The~~of ~~estimates~~fiscal 2026, and (iii) we ~~used~~have infiled ~~our~~at ~~pro~~least ~~forma~~one ~~financial~~annual ~~information~~report, ~~may~~we ~~not~~expect bethat ~~similar~~we towill ~~our~~no ~~actual~~longer ~~experience~~qualify as aan ~~public~~emerging growth company. ~~For~~as ~~more~~of ~~information~~December 31, on2027 ~~our~~and ~~historical~~will ~~financial~~be ~~information~~a ~~and~~large ~~pro~~accelerated ~~forma~~filer. ~~financial~~As ~~information,~~a ~~see~~large ~~“Unaudited~~accelerated ~~Pro~~filer, ~~Forma~~we ~~Condensed~~will ~~Consolidated~~be ~~Financial~~subject ~~Information,”~~to ~~“Summary~~certain ~~Historical~~disclosure and ~~Pro~~compliance ~~Forma~~requirements ~~Financial~~that ~~and~~apply ~~Other~~to ~~Data,”~~other ~~“Management’s~~public ~~Discussion~~companies ~~and~~but ~~Analysis~~that ofdid ~~Financial~~not ~~Condition~~previously ~~and~~apply ~~Results~~to ofus ~~Operations,”~~due ~~“Our~~to ~~Organizational~~our ~~Structure,”~~status ~~and~~as ~~our~~an ~~consolidated~~emerging ~~financial~~growth ~~statements~~company. ~~included~~These ~~elsewhere~~requirements ininclude, ~~this~~but ~~prospectus.~~are not limited to:

~~Because~~• the werequirement ~~have~~that ~~no current plans to pay regular cash dividends on~~ our ~~Class A~~independent ~~Common~~registered ~~Stock~~public ~~following~~accounting ~~this~~firm ~~offering,~~attest ~~you~~to ~~may~~the ~~not~~effectiveness ~~receive~~of ~~any~~our ~~return~~internal oncontrol ~~investment~~over ~~unless~~financial ~~you~~reporting ~~sell~~under ~~your Class~~Section A404(b) of ~~Common~~the ~~Stock~~Sarbanes-Oxley ~~for a price greater than that which you paid for it.~~Act;

~~While~~• compliance ~~Cardinal~~with ~~has~~any ~~historically~~requirement ~~had~~that ~~high~~may ~~returns~~be onadopted ~~equity,~~by wethe doPublic ~~not~~Company ~~anticipate~~Accounting ~~paying~~Oversight ~~any~~Board ~~regular~~regarding ~~cash~~mandatory ~~dividends~~audit onfirm ~~our~~rotation ~~Class A~~or ~~Common~~a ~~Stock~~supplement ~~immediately following this offering. Any decision~~ to ~~declare and pay dividends in~~ the ~~future~~auditor’s ~~will~~report beproviding ~~made~~additional atinformation about the ~~discretion~~audit ~~of our board of directors~~ and ~~will~~the ~~depend on, among other things, general and economic conditions, our results of operations and~~ financial ~~condition, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, and such other factors that our~~ statements;

46• the requirement that we provide more detailed disclosures regarding executive compensation; and

• the requirement that we hold a non-binding advisory vote on executive compensation and obtain stockholder approval of any golden parachute payments not previously approved.

We expect that the loss of emerging growth company status and compliance with the additional requirements of being a large accelerated filer will increase our legal, accounting and financial compliance costs and costs associated with investor relations activities, and cause management and other personnel to divert attention from operational and other business matters to devote substantial time to public company reporting requirements. In addition, if we are not able to comply with changing requirements in a timely manner, the market price of our stock could decline and we could be subject to sanctions or investigations by the stock exchange on which our common stock is listed, the SEC or other regulatory authorities, which would require additional financial and management resources.

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~~board~~Because ofwe ~~directors~~have ~~may~~no ~~deem~~current ~~relevant.~~plans ~~In addition, our ability~~ to pay ~~dividends~~regular ~~is,~~cash ~~and~~dividends ~~may be, limited by covenants of any future outstanding indebtedness we or our subsidiaries incur. Therefore, any return~~ on ~~investment in~~ our Class A Common Stock, isyou ~~solely~~may ~~dependent~~not ~~upon~~receive ~~the~~any ~~appreciation~~return ofon ~~the~~investment ~~price~~unless ofyou ~~our~~sell your Class A Common Stock onfor ~~the~~a ~~open~~price ~~market,~~greater ~~which~~than ~~may~~that ~~not~~which ~~occur.~~you ~~See~~paid ~~“Dividend Policy”~~ for ~~more detail~~it.

NoWhile ~~market~~Cardinal ~~currently~~has ~~exists~~historically ~~for~~had high returns on equity, we do not anticipate paying any regular cash dividends on our Class A Common Stock in the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, general and aneconomic ~~active~~conditions, ~~liquid~~our ~~trading~~results ~~market~~of ~~for~~operations and financial condition, our ~~Class A~~available ~~Common~~cash ~~Stock~~and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, and such other factors that our board of directors may ~~not~~deem ~~develop~~relevant. In addition, ~~which~~our ability to pay dividends is, and may ~~cause~~be, limited by covenants of any future outstanding indebtedness we or our subsidiaries incur. Therefore, any return on investment in our Class A Common Stock tois ~~trade~~solely atdependent aupon ~~discount~~the ~~from~~appreciation of the ~~initial~~price ~~offering~~of ~~price~~our ~~and~~Class A ~~make~~Common itStock ~~difficult~~on ~~for~~the ~~you~~open tomarket, ~~sell~~which ~~the~~may ~~Class~~not occur. See “Part AII. Item 5. Market for Registrant’s Common ~~Stock~~Equity, ~~you~~Related ~~purchase~~Stockholder Matters and Issuer Purchases of Equity Securities — Dividend Policy” in our annual report on Form 10-K for more detail.

Prior to this offering, there has not been a public market for our Class A Common Stock. We cannot predict the extent to which investor interest in us will lead to the development of a trading market or how active and liquid that market may become. If an active and liquid trading market does not develop or continue, you may have difficulty selling any of our Class A Common Stock that you purchase, at a price above the price you purchase it or at all. The initial public offering price for the shares was determined by negotiations between us and the underwriters and may not be indicative of prices that will prevail in the open market following this offering. The failure of an active and liquid trading market to develop and continue would likely have a material adverse effect on the value of our Class A Common Stock. The market price of our Class A Common Stock may decline below the initial offering price, and you may not be able to sell your shares of our Class A Common Stock at or above the price you paid in this offering, or at all. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration.

Our A&R Charter provides that the Court of Chancery of the State of Delaware is the sole and exclusive forum for certain stockholder litigation matters and the federal district courts of the United States are the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.

Our A&R Charter provides that, unless we otherwise consent in writing, (i) (a) any derivative action or proceeding brought on our behalf, (b) any action asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers, other employees or stockholders to us or our stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL, our A&R Charter or our A&R Bylaws (as either may be amended or restated) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or (d) any action asserting a claim governed by the internal affairs doctrine shall, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery of the State of Delaware (or, in the event that the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware); and (ii) the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act; provided, however, that the foregoing choice of forum provision shall not apply to claims seeking to enforce any liability or duty created by the Exchange Act, or any other claim for which the United States federal courts have exclusive jurisdiction.

The choice of forum provision is limited to the extent permitted by law, and it ~~will~~does not apply to claims brought to enforce any liability or duty arising under the Exchange Act, or for any other federal securities laws which provide for exclusive federal jurisdiction. Additionally, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, or the rules and regulations promulgated thereunder. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our A&R Charter ~~will~~provides ~~provide~~ that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring such a claim arising under the Securities Act against us, our directors, officers, or other employees in a venue other than in the federal district courts of the United States. In such instance, we would expect to vigorously assert the validity and enforceability of the choice of forum provisions of our A&R Charter.

47The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers, and other employees, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. Alternatively, if a court were to find the choice of forum provision contained in our A&R Charter to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm

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~~The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or~~ our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers, and other employees, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. Alternatively, if a court were to find the choice of forum provision contained in our A&R Charter to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, financial condition, and results of operations. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our A&R Charter.

If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, or if there is any fluctuation in our credit rating, our stock price and trading volume could decline.

The trading market for our Class A Common Stock will rely in part on the research and reports that industry or financial analysts publish about us or our business. We do not control these analysts. Securities and industry analysts do not currently, and may never, publish research on our company. If no securities or industry analysts commence coverage of us, the trading price of our shares would likely be negatively impacted. Furthermore, if one or more of the analysts who do cover us downgrade our stock or our industry, or the stock of any of our competitors, or publish inaccurate or unfavorable research about our business, the price of our stock could decline. If one or more of these analysts stops covering us or fails to publish reports on us regularly, we could lose visibility in the market, which, in turn, could cause our stock price or trading volume to decline.

Additionally, any fluctuation in the credit rating of us or our subsidiaries may impact our ability to access debt markets in the future or increase our cost of future debt, which could have a material adverse effect on our operations and financial condition, which in ~~return~~turn, may adversely affect the trading price of shares of our Class A Common Stock.

If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes appearing elsewhere in this prospectus. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates.” The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, and equity, and the amount of revenue and expenses. Significant estimates and judgments involve: ~~revenue~~the recognition of revenue from construction contracts, including ~~revenue~~the estimation of total contract costs and the identification and measurement of variable consideration such as contract modifications and claims. The Company’s cost-~~related~~to-cost ~~reserves;~~method ~~legal~~for ~~contingencies;~~recognizing revenue includes estimates and assumptions about future events, including labor productivity and availability, material costs and availability, and the complexity of work to be performed. The impacts of litigation and other loss contingency claims, including the probability of an unfavorable outcome and the ability to reasonably estimate the amount of loss, and fair value and other purchase accounting estimates associated with business combinations, including the valuation of ~~our~~acquired ~~Class A~~assets ~~Common~~and ~~Stock~~assumed liabilities, contingent consideration, and ~~equity~~the ~~awards;~~resulting goodwill and intangible assets, and amounts payable pursuant to the Tax Receivable Agreement, including the estimate of future taxable income, ~~taxes;~~applicable tax rates, and ~~sales~~the timing and ~~indirect~~amount of tax ~~reserves~~benefits expected to be realized. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the market price of our Class A Common Stock.

~~Participation~~Future insales, ~~this~~or ~~offering~~the perception of future sales, by us or our existing stockholders ~~and~~in ~~their~~the ~~affiliated~~public ~~entities~~market ~~may~~could ~~reduce~~cause the ~~public~~market ~~float~~price for our ~~common~~Class A ~~stock~~Common Stock to decline.

ToThe ~~the~~sale ~~extent~~of ~~certain~~shares of our ~~existing~~Class A ~~stockholders~~Common ~~and~~Stock ~~their affiliated entities participate~~ in ~~this~~the ~~offering~~public market, ~~such~~or ~~purchases would reduce~~ the ~~non-affiliate~~perception ~~public~~that ~~float~~such ofsales ~~our~~could ~~shares~~occur, ~~meaning~~could harm the ~~number~~prevailing market price of shares of our ~~common~~Class A ~~stock~~Common ~~that~~Stock. ~~are~~These ~~not held by officers~~sales, ~~directors~~or ~~and~~the ~~principal~~possibility ~~stockholders.~~that Athese ~~reduction~~sales inmay ~~the~~occur, ~~public~~also ~~float~~might ~~could~~make ~~reduce~~it ~~the~~more ~~number~~difficult offor ~~shares~~us ~~that are available~~ to besell ~~traded~~equity atsecurities ~~any~~in ~~given time, thereby adversely impacting~~ the ~~liquidity~~future ofat ~~our~~a ~~common~~time ~~stock~~ and ~~depressing~~at ~~the~~a price atthat ~~which~~we ~~you~~deem ~~may be able to sell shares of common stock purchased in this offering~~appropriate.

~~Future~~As ~~sales~~of June 15, or2026, ~~the~~we ~~perception~~had ofa ~~future~~total ~~sales~~of 15,296,084 byshares usof orClass A ~~our~~Common ~~existing~~Stock ~~stockholders~~outstanding. inOf the ~~public~~outstanding ~~market~~shares, ~~following~~the ~~this~~13,225,000 shares sold in our initial public offering ~~could~~are ~~cause~~freely tradable without restriction or further registration under the ~~market~~Securities ~~price~~Act, ~~for~~other ~~our~~than ~~Class A~~any ~~Common~~shares ~~Stock~~held toby ~~decline~~our affiliates. Any shares of Class A

After this offering, the sale of shares of our Class A Common Stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our Class A Common Stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.43

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~~Upon consummation of the Transactions, we will have outstanding a total of shares of Class A~~ Common Stock. Of the outstanding shares, the shares sold in this offering (or shares if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock) will be freely tradable without restriction or further registration under the Securities Act, other than any shares held by our affiliates. ~~Any shares of Class A Common Stock held by our affiliates~~ will be eligible for resale pursuant to Rule 144 under the Securities Act, subject to the volume, manner of sale, holding period and other limitations of Rule 144 as well as the expiration of any contractual lock-up agreement.

~~Our~~In ~~directors and executive officers~~addition, ~~and~~we ~~substantially~~have ~~all~~reserved ~~of our stockholders~~3, ~~will enter into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which each of these persons or entities~~660,656 ~~subject to certain exceptions, restrict the sale of the~~ shares of ~~our~~ Class A Common Stock ~~and~~for ~~certain~~issuance ~~other~~under ~~securities~~our ~~held~~2025 byStock ~~them~~Incentive ~~for~~Plan ~~a period of 180 days after~~ (the ~~date~~“2025 ~~of this prospectus~~Plan”). ~~Stifel,~~Any ~~Nicolaus~~Class &A ~~Company,~~Common ~~Incorporated~~Stock ~~and~~that ~~William~~we ~~Blair &~~issue ~~Company,~~under ~~L.L.C.~~the ~~may,~~2025 inPlan ~~their~~or ~~sole~~other ~~discretion~~stock ~~and~~incentive atplans ~~any~~that ~~time,~~we ~~release~~may ~~all~~adopt orin ~~any portion of~~ the ~~shares~~future orwould ~~securities~~dilute ~~subject~~the topercentage ~~any~~ownership ~~such~~held ~~lock-up~~by ~~agreements.~~the ~~See “Underwriting~~investors.”

InAs ~~addition~~restrictions on resale end or if applicable stockholders exercise their registration rights, wethe ~~have~~market ~~reserved~~price of our shares of Class A Common Stock ~~for~~could ~~issuance~~drop ~~under~~significantly if the ~~2025~~holders ~~Plan.~~of ~~Any~~these ~~Class A~~shares ~~Common~~sell ~~Stock~~them ~~that~~or weare ~~issue~~perceived ~~under~~by the ~~2025~~market ~~Plan~~as orintending ~~other~~to ~~stock~~sell ~~incentive~~them. ~~plans~~These ~~that~~factors wecould ~~may~~also ~~adopt~~make init ~~the~~more ~~future~~difficult ~~would~~for ~~dilute~~us ~~the~~to ~~percentage~~raise ~~ownership~~additional ~~held~~funds bythrough ~~the~~future ~~investors~~offerings ~~who~~of ~~purchase~~our shares of Class A Common Stock inor ~~this~~other ~~offering~~securities.

As restrictions on resale end or if these stockholders exercise their registration rights, the market price of our shares of Class A Common Stock could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our shares of Class A Common Stock or other securities.

In the future, we may also issue securities in connection with investments, acquisitions, or capital raising activities. In particular, the number of shares of our Class A Common Stock issued in connection with an investment or acquisition, or to raise additional equity capital, could constitute a material portion of our then outstanding shares of our Class A Common Stock. Any such issuance of additional securities in the future may result in additional dilution to you or may adversely impact the price of our Class A Common Stock.

If you purchase shares of Class A Common Stock in this offering, you will suffer immediate and substantial dilution of your investment.

The initial public offering price of our Class A Common Stock is substantially higher than the net tangible book value per share of our Class A Common Stock. Therefore, if you purchase shares of our Class A Common Stock in this offering, you will pay a price per share that substantially exceeds our net tangible book value per share after this offering. You will experience immediate dilution of $ per share, representing the difference between our net tangible book value per share after giving effect to this offering and the initial public offering price. In addition, investors who purchase Class A Common Stock from us in this offering will have contributed % of the aggregate price paid by all purchasers of our outstanding equity but will own only approximately % of our outstanding equity after this offering. See “Dilution” for more detail, including the calculation of the net tangible book value per share of our Class A Common Stock.

We have broad discretion to use the proceeds from this offering, and our investment of those proceeds may not yield a favorable return.

Our management has broad discretion to spend the proceeds from this offering in ways with which you may not agree. See “Use of Proceeds.” The failure of our management to apply these funds effectively could result in unfavorable returns. This could harm our business and could cause the price of our Class A Common Stock to decline.

General Risk Factors

We are subject to litigation, arbitration, or other claims which could materially and adversely affect us.

We are subject to litigation, and we may in the future be subject to enforcement actions, such as claims relating to our operations, securities offerings, and otherwise in the ordinary course of business. Some of these claims may result in significant defense costs and potentially significant judgments against us, some of which are not, or cannot be, insured against. Although we have established warranty, claim, and litigation reserves that we believe are adequate, we cannot be certain of the ultimate outcomes of any claims that may arise in the future, and legal proceedings may result in the award of substantial damages against us beyond our reserves. Resolution of these types of matters against us may result in our having to pay significant fines, judgments, or settlements, which, if uninsured or in excess of insured levels, could adversely impact our earnings and cash flows, thereby materially and adversely affecting us. Furthermore, plaintiffs may, in certain of these legal proceedings, seek class action status with potential class sizes that vary from case to case. Class action lawsuits can be costly to defend, and if we were to lose any certified class action suit, it could result in substantial liability for us. Certain litigation or the resolution thereof may affect the availability or cost of some of our insurance coverage, which could materially and adversely impact us, expose us to increased risks that would be uninsured, and materially and adversely impact our ability to attract directors and officers.

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result in the award of substantial damages against us beyond our reserves. Resolution of these types of matters against us may result in our having to pay significant fines, judgments, or settlements, which, if uninsured or in excess of insured levels, could adversely impact our earnings and cash flows, thereby materially and adversely affecting us. Furthermore, plaintiffs may, in certain of these legal proceedings, seek class action status with potential class sizes that vary from case to case. Class action lawsuits can be costly to defend, and if we were to lose any certified class action suit, it could result in substantial liability for us. Certain litigation or the resolution thereof may affect the availability or cost of some of our insurance coverage, which could materially and adversely impact us, expose us to increased risks that would be uninsured, and materially and adversely impact our ability to attract directors and officers.

We may suffer uninsured losses or material losses in excess of insurance limits.

We could suffer physical damage to property and liabilities resulting in losses that may not be fully recoverable by insurance. Insurance against certain types of risks, such as terrorism, earthquakes, floods, or personal injury claims, may be unavailable, available in amounts that are less than the full market value or replacement cost of investment or underlying assets or subject to a large deductible or self-insurance retention amount. In addition, there can be no assurance that certain types of risks that are currently insurable will continue to be insurable on an economically feasible basis. Should an uninsured loss or a loss in excess of insured limits occur or be subject to deductibles or self-insurance retention, we could sustain financial loss or lose capital invested in the affected property, as well as anticipated future income from that property. Furthermore, we could be liable to repair damage or meet liabilities caused by risks that are uninsured or subject to deductibles. We may also be liable for any debt or other financial obligations related to affected property.

Acts of war or terrorism may seriously harm our business.

Acts of war, any outbreak or escalation of hostilities between the United States and any foreign power, or acts of terrorism may cause disruption to the U.S. economy, or the local economies of the markets in which we operate, cause shortages of building materials, increase costs associated with obtaining building materials, result in building code changes that could increase costs of construction, result in uninsured losses, affect job growth and consumer confidence, or cause economic changes that we cannot anticipate, all of which could reduce demand for our ~~homes~~services and adversely impact our business, prospects, liquidity, financial condition, and results of operations.

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Negative publicity could adversely affect our reputation as well as our business, financial results, and stock price.

Unfavorable media related to our industry, company, brands, marketing, personnel, operations, business performance, or prospects may affect our stock price and the performance of our business, regardless of its accuracy or inaccuracy. The speed at which negative publicity can be disseminated has increased dramatically with the capabilities of electronic communication, including social media outlets, websites, blogs, newsletters, and other digital platforms. Our success in maintaining, extending, and expanding our brand image depends on our ability to adapt to this rapidly changing media environment. Adverse publicity or negative commentary from any media outlets could damage our reputation and reduce the demand for our ~~homes~~services, which would adversely affect our business.

Changes in accounting rules, assumptions, and/or judgments could materially and adversely affect us.

Accounting rules and interpretations for certain aspects of our financial reporting are highly complex and involve significant assumptions and judgment. These complexities could lead to a delay in the preparation and dissemination of our financial statements. Furthermore, changes in accounting rules and interpretations or in our accounting assumptions and/or judgments, such as those related to asset impairments, could significantly impact our financial statements. In some cases, we could be required to apply a new or revised standard retroactively, resulting in restating prior period financial statements. Any of these circumstances could have a material adverse effect on our business, prospects, liquidity, financial condition, and results of operations.

Access to financing sources may not be available on favorable terms, or at all, especially in light of current market conditions, which could adversely affect our ability to maximize our returns.

Our access to additional third-party sources of financing will depend, in part, on:

• general market conditions, including inflation and rising interest rates;

• the market’s perception of our growth potential;

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• with respect to acquisition and/or development financing, the market’s perception of the value of the land parcels to be acquired and/or developed;

• our current debt levels;

• our current and expected future earnings;

• our cash flow; and

• the market price per share of our Class A Common Stock.

The global credit and equity markets and the overall economy can be extremely volatile, which could have a number of adverse effects on our operations and capital requirements. For the past decade, the domestic financial markets have experienced a high degree of volatility, uncertainty and, during certain periods, tightening of liquidity in both the high yield debt and equity capital markets, resulting in certain periods when new capital has been both more difficult and more expensive to access. If we are unable to access the credit markets, we could be required to defer or eliminate important business strategies and growth opportunities in the future. In addition, if there is prolonged volatility and weakness in the capital and credit markets, potential lenders may be unwilling or unable to provide us with financing that is attractive to us or may increase collateral requirements or may charge us prohibitively high fees in order to obtain financing. Consequently, our ability to access the credit market in order to attract financing on reasonable terms may be adversely affected. Investment returns on our assets and our ability to make acquisitions could be adversely affected by our inability to secure additional financing on reasonable terms, if at all.

Depending on market conditions at the relevant time, we may have to rely more heavily on additional equity financings or on less efficient forms of debt financing that require a larger portion of our cash flow from operations, thereby reducing funds available for our operations, future business opportunities and other purposes. We may not have access to such equity or debt capital on favorable terms at the desired times, or at all.

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We may change our operational policies, investment guidelines and our business and growth strategies without stockholder consent, which may subject us to different and more significant risks in the future.

Our board of directors will determine our operational policies, investment guidelines, and business and growth strategies. Our board of directors may make changes to, or approve transactions that deviate from, those policies, guidelines, and strategies without a vote of, or notice to, our stockholders. This could result in us conducting operational matters, making investments, or pursuing different business or growth strategies than those contemplated in this prospectus. Under any of these circumstances, we may expose ourselves to different and more significant risks in the future, which could have a material adverse effect on our business, prospects, liquidity, financial condition, and results of operations.

Future offerings of debt securities, which would rank senior to our Class A Common Stock upon our bankruptcy or liquidation, and future offerings of equity securities that may be senior to our Class A Common Stock for the purposes of dividend and liquidation distributions, may adversely affect the market price of our Class A Common Stock.

In the future, we may attempt to increase our capital resources by making offerings of debt securities or additional offerings of equity securities. Upon bankruptcy or liquidation, holders of our debt securities and shares of preferred stock and lenders with respect to other borrowings will receive a distribution of our available assets prior to the holders of our Class A Common Stock. Additional equity offerings may dilute the holdings of our existing stockholders or reduce the market price of our Class A Common Stock, or both. Our preferred stock will have a preference on liquidating distributions and dividend payments, which could limit our ability to make a dividend distribution to the holders of our Class A Common Stock. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control. As a result, we cannot predict or estimate the amount, timing or nature of our future offerings, and ~~purchasers~~stockholders of our Class A Common Stock ~~in this offering~~ bear the risk of our future offerings reducing the market price of our Class A Common Stock and diluting their ownership interest in our company.

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~~Cautionary~~CAUTIONARY ~~statement~~STATEMENT ~~regarding~~REGARDING ~~forward~~FORWARD-~~looking~~LOOKING ~~statements~~STATEMENTS

This prospectus ~~contains~~and the documents incorporated by reference into this prospectus contain statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include the words “may,” “could,” “plan,” “project,” “budget,” “predict,” “pursue,” “target,” “seek,” “objective,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. Our forward-looking statements include statements about our business strategy, our industry, our future profitability, our expected capital expenditures and the impact of such expenditures on our performance, the costs of being a publicly traded corporation and our capital programs.

A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe that we have chosen these assumptions or bases in good faith and that they are reasonable. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include:

• our ability to predict demand for our services which may decrease during economic recessions or volatile economic cycles, and a reduction in demand in end markets ~~may adversely affect our business~~;

• our market opportunity and the potential growth of that market;

• competition for projects in our local markets;

• our ability to expand into new regions;

• our ability to successfully identify, manage and integrate acquisitions;

• our strategy, expected outcomes, and growth prospects;

• trends in our operations, industry, and markets;

• our future profitability, indebtedness, liquidity, access to capital, and financial condition;

• the effects of seasonal trends or weather conditions on our results of operations;

• the impact of inflation on costs of labor, materials and other items that are critical to our business;

• the cancellation of a significant number of contracts or our disqualification from bidding for new contracts;

• the increased expenses associated with being a public company;

• our ability to remain in compliance with extensive laws and regulations that apply to our business and operations; and

• the future trading prices of our Class A ~~common~~Common ~~stock~~Stock.

Although forward-looking statements reflect our good faith beliefs at the time they are made, forward-looking statements involve known and unknown risks, uncertainties and other factors, including the factors described under “Risk Factors,” which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, unless required by law. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

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~~Use~~USE OfOF ~~Proceeds~~PROCEEDS

We expect to receive $ million of net proceeds ~~(assuming the midpoint of the price range set forth on the cover page of this prospectus)~~ from the sale of Class A Common Stock by us in this offering, after deducting underwriting discounts and commissions ~~and estimated offering expenses payable by us~~. If the underwriters exercise in full their option to purchase 562,500 additional shares of Class A Common Stock from us, we estimate that the net proceeds will be $ million, after deducting underwriting discounts and commissions ~~and estimated offering expenses payable by us~~.

We ~~intend~~estimate tothat ~~use~~ the ~~net proceeds from this~~ offering ~~to:~~expenses (~~i) purchase newly~~other ~~issued~~than ~~LLC Units for approximately $ million directly from Cardinal (or LLC Units from Cardinal for $ million in aggregate if~~ the ~~underwriters~~underwriting ~~exercise~~discount ~~in full their option to purchase additional shares of Class A common stock);~~ and ~~(ii~~commissions) ~~purchase LLC~~will ~~Units~~be ~~from~~approximately ~~certain Continuing Equity Holders for~~ $ million ~~in aggregate at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discount)~~. ~~Upon each purchase of LLC Units, the corresponding shares of Class B common stock will automatically be transferred to Cardinal Group for no consideration and be canceled.~~

~~Cardinal~~We ~~intends~~intend to use the net proceeds from ~~the~~this ~~issuance~~offering ~~of newly issued LLC Units~~ to ~~us, as follows: (i) to~~ repay approximately $ 33 million of borrowings outstanding under our ~~New~~October 2025 Credit Facility and ~~(ii) the remainder, if any,~~ for general corporate purposes, which may include funding for acquisitions, working capital requirements, capital expenditures and the repayment, refinancing, redemption or repurchase of indebtedness or other securities. Drawings under the October 2025 Credit Facility bear interest based on the Secured Overnight Financing Rate (“SOFR”) plus 2.375%. Quarterly principal installments of $2.5 million are due through September 30, 2027 and $3.75 million from December 31, 2027 through September 30, 2030, with the remaining principal due as a final balloon payment on October 31, 2030. The effective interest rate, inclusive of the amortization of deferred financing costs, was 6.57% at March 31, 2026. The initial borrowings under the October 2025 Credit Facility were used to refinance then outstanding debt.

As of October 10, 2025, outstanding borrowings under the New Credit Facility totaled $122.1 million. Borrowings under the New Credit Facility bear interest at a floating rate plus a margin that varies based on, among other things, Cardinal’s consolidated total net leverage ratio. The interest rate (including the applicable margin) as of October 10, 2025 was 6.3% and the New Credit Facility matures on October 1, 2030. Following the Debt Repayment, we expect to have $ million of availability under our New Credit Facility. Approximately $40.0 million of borrowings under our New Credit Facility were used in connection with the acquisition of Red Clay on October 1, 2025 and the balance was used to refinance amounts outstanding under the Prior Credit Facility and the Equipment Facility. Approximately $7.2 million was borrowed under the Prior Credit Facility in connection with the acquisition of Purcell Construction, Inc. in January 2025. The amounts outstanding under the Equipment Facility were borrowed at various times to purchase equipment. For more information on our various credit facilities see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Sources of Capital — Credit Facilities, Debt and Other Capital.”

If the underwriters exercise in full their option to purchase additional shares of Class A Common Stock, we intend to contribute all of the additional net proceeds to Cardinal in exchange for additional LLC Units. Cardinal intends to use such additional net proceeds for general corporate purposes, which may include funding for acquisitions, working capital requirements, capital expenditures and the repayment, refinancing, redemption or repurchase of indebtedness or other securities.

A $1.00 increase or decrease in the assumed initial public offering price of $ per share would cause the net proceeds from this offering, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, to increase or decrease, respectively, by $ million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. Each 1,000,000 share increase (decrease) in the number of shares offered by us in this offering would increase (decrease) the net proceeds to us by approximately $ million and, in turn, increase (decrease) the net proceeds by approximately $ million used to purchase newly issued LLC Units from Cardinal, assuming that the price per share for the offering remains at $ (which is the midpoint of the price range set forth on the cover page of this prospectus), and after deducting the underwriting discount. If the proceeds increase due to a higher initial public offering price or due to the issuance of additional shares, we will use the additional net proceeds for general corporate purposes. If the proceeds decrease due to a lower initial public offering price or a decrease in the number of shares issued, we will contribute fewer net proceeds to Cardinal, which may reduce by a corresponding amount the net proceeds directed to repay the New Credit Facility.

The expected use of net proceeds from this offering represents our intentions based upon our present plans and business conditions. We cannot predict with certainty all of the particular uses for the proceeds from this offering or the amounts that we will actually spend on the uses set forth above. Accordingly, our management will have significant flexibility in applying the net proceeds from this offering. The timing and amount of our actual expenditures will be based on many factors, including cash flows from operations and the anticipated growth of our business. Pending our use of the net proceeds from this offering, we intend to invest the net proceeds in a variety of capital preservation investments, including short-term and intermediate-term, investment-grade, interest-bearing instruments, and U.S. government securities.

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~~Dividend~~DIVIDEND ~~Policy~~POLICY

We currently intend to retain all available funds and any future earnings to fund the development and growth of our business, and, therefore we do not anticipate declaring or paying any cash dividends on our Class A Common Stock in the foreseeable future. Except in certain limited circumstances, holders of our Class B Common Stock are not entitled to participate in any dividends declared by our board of directors. Furthermore, because we are a holding company, our ability to pay cash dividends on our Class A Common Stock depends on our receipt of cash distributions from Cardinal. Our ~~New~~October 2025 Credit Facility contains certain covenants that restrict, subject to certain exceptions, our ability to pay dividends. See “Management’s Discussion and Analysis of Financial Condition and Results of ~~Operation~~Operations — Liquidity and Sources of Capital — Credit Facilities, Debt and Other Capital.” Our ability to pay dividends may be restricted by the terms of any future credit agreement or any future debt or preferred equity securities of ours. See “Description of Capital Stock” and “Management’s Discussion and Analysis of Financial Condition and Results of ~~Operation~~Operations — Liquidity and Sources of Capital.” Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors and subject to the requirements of applicable law, compliance with contractual restrictions and covenants in the agreements governing our future indebtedness. Any such determination will also depend upon our business prospects, results of operations, financial condition, cash requirements and availability and other factors that our board of directors may deem relevant.

Accordingly, you may need to sell your shares of our Class A Common Stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them. See “Risk Factors — Risks Related to ~~this~~the ~~Offering and~~ Ownership of our Class A Common Stock.” — Because we have no current plans to pay regular cash dividends on our Class A Common Stock ~~following this offering~~, you may not receive any return on investment unless you sell your Class A Common Stock for a price greater than that which you paid for it.”

~~Immediately~~We ~~following~~are ~~this offering, we will be~~ a holding company, and our principal ~~asset~~assets ~~will~~are be the LLC Units weof ~~purchase from~~ Cardinal ~~and~~that ~~from~~we ~~each Continuing Equity Holder~~own. Cardinal, in turn, ~~will~~is be a holding company, the principal ~~asset~~assets of which ~~will~~ consist of ~~100% of~~ the ~~outstanding~~equity ~~membership~~ interests in ~~Cardinal~~its ~~NC,~~direct and ~~will~~indirect ~~be the sole managing member of Cardinal NC~~subsidiaries. If we decide to pay a dividend in the future, we would need to cause Cardinal’s NCsubsidiaries to make distributions to Cardinal, and to cause Cardinal to make distributions to us, in an amount sufficient to cover such dividend. If Cardinal makes such distributions to us, the other holders of LLC Units will be entitled to receive pro rata distributions. See “Risk Factors — Risks Related to Our Organizational Structure.” — Our principal asset ~~after~~is ~~the completion of this offering will be~~ our interest in Cardinal, and, as a result, we will depend on distributions from Cardinal to pay our taxes and expenses, including payments under the Tax Receivable Agreement. Cardinal’s ability to make such distributions may be subject to various limitations and restrictions.”

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~~Capitalization~~CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of ~~June~~March 3031, ~~2025~~2026:

• on an actual basis as of ~~June~~March 3031, ~~2025 for our predecessor~~2026; and

• on aan ~~pro~~as ~~forma~~adjusted basis ~~for~~to ~~Cardinal~~give ~~Group, giving~~ effect to the ~~Reorganization;~~sale of the shares of our Class A Common Stock in this offering and the use of a portion of the net proceeds to repay approximately $33 million of borrowings outstanding under our October 2025 Credit Facility.

~~• on~~This atable ~~pro~~should ~~forma~~be ~~basis~~read ~~for Cardinal Group, as further adjusted to give effect to (i) the sale of shares of our Class A Common Stock~~ in ~~this~~conjunction ~~offering~~with at“Management’s anDiscussion ~~assumed~~and ~~initial~~Analysis ~~offering price~~ of ~~$ per~~Financial ~~share~~Condition ~~(which~~and isResults ~~the midpoint~~ of ~~the~~Operations” ~~estimated~~below ~~price~~and ~~range~~our ~~set~~financial ~~forth~~statements ~~on the cover page of this prospectus), after deducting the estimated underwriting discounts~~ and ~~commissions~~related ~~and~~notes ~~estimated~~thereto ~~offering~~incorporated ~~expenses payable~~ by ~~us,~~reference ~~and~~into ~~(ii) the application of the net proceeds from~~ this ~~offering as described under “Use of Proceeds~~prospectus.”

The information set forth in the table below is illustrative only and will be adjusted based on the actual initial public offering price and other terms of this offering. This table should be read in conjunction with “Our Organizational Structure,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Use of Proceeds” and the financial statements and related notes thereto included elsewhere in this prospectus.

	As of March 31, 2026
	Actual			As Adjusted
Cash	$	43,982,867		$
Total debt(1)	$	196,028,057		$
Shareholders’ equity:
Class A Common Stock, par value $0.0001 per share; 500,000,000 shares authorized, 15,292,984 shares issued and outstanding, actual; 19,042,984 shares issued and outstanding, as adjusted	$	1,530
Class B Common Stock, par value $0.0001 per share; 500,000,000 shares authorized, 27,573,875 shares issued and outstanding, actual; 27,573,875 issued and outstanding, as adjusted		2,757
Preferred Stock $0.0001 par value per share; 10,000,000 authorized, no shares issued and outstanding, actual; no shares issued and outstanding, pro forma, as adjusted		—
Additional paid-in-capital		66,275,188
Retained earnings		4,282,031
Accumulated other comprehensive loss		(151,904	)
Noncontrolling interests		191,591,984
Total stockholders’ equity		262,001,586
Total capitalization	$	458,029,643		$

	As of June 30, 2025(1)
	Cardinal NC (Actual)		Cardinal Group(Pro Forma)(2)	Cardinal Group(Pro Forma,As Adjusted)(2)
Cash and cash equivalents	$	19,176,797	$	$
Total debt(3)	$	78,685,964	$	$
Total members’ equity		38,191,155
Shareholders’ equity:
Class A Common stock, par value $0.0001 per share; no shares authorized, no shares issued and outstanding, actual; shares authorized, shares issued and outstanding, pro forma		—
Class B Common stock, par value $0.0001 per share; no shares authorized, no shares issued and outstanding, actual; shares authorized, shares issued and outstanding, pro forma		—
Preferred stock $0.0001 par value per share, no shares authorized, issued and outstanding, actual; authorized, no shares issued and outstanding, pro forma		—
Additional paid-in-capital		—
Equity attributable to Cardinal Group		—
Noncontrolling interests attributable to Cardinal		—
Total shareholders’ and members’ equity		38,191,155
Total capitalization	$	116,877,119

____________

(1) ~~Cardinal~~Includes ~~Group~~unamortized ~~was~~debt ~~incorporated~~issuance oncosts June 12, 2025. The data in this table has been derived from the historical consolidated financial statements included elsewhere in this prospectus, which pertain to the assets, liabilities, revenues and expenses of ~~our accounting predecessor, Cardinal NC~~$2.6 million.

(2) The pro forma and pro forma, as adjusted, columns include the Cardinal interests owned by the Continuing Equity Holders, which represents % of the LLC Units. A $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma amount of each of cash and cash equivalents, additional paid-in capital, total stockholders’ equity, and total capitalization by approximately $ million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions.50

(3) As of June 30, 2025, total outstanding borrowings under the Prior Credit Facility were $6.6 million, total outstanding borrowings under the Equipment Facility were $70.4 million and total borrowings within a consolidated variable interest entity were $1.4 million. On October 1, 2025, we entered into the New Credit Facility, which refinanced the Prior Credit Facility and the Equipment Facility. The New Credit Facility, among other things, (i) established a revolving credit facility of $75.0 million in aggregate principal amount, including a $10.0 million letter of credit sub-facility and a $10.0 million swingline sub-facility and (ii) established a term loan facility of $120.0 million in aggregate principal amount. The New Credit Facility has a maturity date of October 1, 2030. For more information on the Prior Credit Facility, Equipment Facility and New Credit Facility, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Sources of Capital — Credit Facilities, Debt and Other Capital” and “Use of Proceeds.”

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~~Dilution~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Purchasers~~The following discussion and analysis of our ~~Class A~~financial ~~Common~~condition ~~Stock~~and results of operations should be read in ~~this~~conjunction ~~offering~~with ~~will~~“Summary — Summary ~~experience~~Financial ~~immediate~~Data” and ~~substantial~~our ~~dilution~~financial instatements ~~the~~and ~~net~~related ~~tangible~~notes ~~book~~thereto ~~value~~incorporated ~~(tangible~~by ~~assets~~reference ~~less~~into ~~total~~this ~~liabilities)~~prospectus. ~~per~~The ~~share~~following ofdiscussion contains forward-looking statements that reflect our ~~Class A~~future ~~Common~~plans, ~~Stock~~estimates, ~~for~~beliefs ~~accounting~~and ~~purposes~~expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control. Our ~~pro~~actual ~~forma~~results ~~net~~could ~~tangible~~differ ~~book~~materially ~~value~~from asthose ofdiscussed ~~June 30,~~in ~~2025~~these ~~after~~forward-looking ~~giving~~statements. ~~pro~~Factors ~~forma~~that ~~effect~~could cause or contribute to ~~the~~such ~~Reorganization~~differences ~~was~~are ~~$ million~~discussed elsewhere in this prospectus, orincluding ~~$ per~~in ~~share~~“Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements,” all of ~~Class A~~which ~~Common~~are ~~Stock~~difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking statements discussed may not occur. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

~~Pro~~Cardinal ~~forma~~Group ~~net~~is ~~tangible~~a ~~book~~holding ~~value~~company ~~per~~that ~~share~~conducts isno ~~determined~~operations byand ~~dividing~~ our ~~pro~~principal ~~forma net tangible book value, or total tangible~~ assets ~~less~~are ~~total liabilities, by our shares of Class A Common Stock that will be outstanding immediately prior to~~ the ~~closing~~LLC Units of ~~this~~Cardinal ~~offering,~~acquired ~~including giving effect to the Reorganization (assuming that 100% of our Class B Common Stock has been cancelled~~ in connection with ~~a redemption of LLC Units for Class A Common Stock). Assuming an initial public offering price of $ per share (which is~~ the ~~midpoint~~completion of ~~the~~our ~~price~~IPO ~~range set forth~~ on ~~the cover page of this prospectus)~~December 11, ~~after~~2025 ~~giving pro forma effect to the sale of the shares in this offering~~ and ~~further assuming~~ the ~~receipt~~Reorganization ofmade ~~the~~prior ~~estimated~~to ~~net proceeds (after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us and~~ the ~~application of such proceeds as described in the as adjusted column in “Capitalization”)~~IPO, ~~our~~including aswith ~~adjusted~~respect pro forma net tangible book value as of June 30, 2025 would have been $ million, or $ per share. This represents an immediate increase in the pro forma net tangible book value of $ per share to our ~~existing~~operating ~~investors~~entities ~~and~~Cardinal ~~an immediate dilution to new investors purchasing shares in this offering of $ per share, resulting from the difference between the assumed offering price~~ and ~~the~~Cardinal asNC. ~~adjusted~~Prior ~~pro forma net tangible book value after giving effect~~ to the ~~Reorganization~~IPO, ~~and~~all ~~this offering. The following table illustrates the per share dilution to new investors purchasing shares in this offering (assuming that 100%~~ of our ~~Class B~~business ~~Common~~was ~~Stock~~conducted ~~has~~through ~~been~~Cardinal ~~cancelled in connection with a redemption of LLC Units for Class A Common Stock):~~NC.

Assumed initial public offering price per share		$
Pro forma net tangible book value per share as of June 30, 2025 after giving effect to the Reorganization (before this offering)		$
Increase per share attributable to new investors in this offering		$
Pro forma net tangible book value per share (after giving effect to the Reorganization and this offering)		$
Dilution in pro forma net tangible book value per share to new investors in this offering(1)		$

Cardinal Group is the sole managing member of Cardinal. Although Cardinal Group has a minority economic interest in Cardinal, we have the sole voting interest in, and operate and control all of the business and affairs of, Cardinal and its subsidiaries, and through Cardinal conduct our business. As a result, Cardinal Group consolidates Cardinal and has recorded a significant noncontrolling interest in a consolidated entity in our consolidated financial statements for the economic interest in Cardinal held by the Continuing Equity Holders.

~~____________~~Because the IPO and the Reorganization resulted in a change to our organizational structure, the historical financial statements, which do not reflect certain items that affect our results of operations and financial position since the IPO and the Reorganization, may not give you an accurate indication of what our actual results would have been if the transactions had been completed at the beginning of the periods presented or of what our future results of operations are likely to be.

~~(1) If~~Our the initial public offering price were to increase or decrease by $1.00 per share, then dilution in pro forma net tangible book value per share to new investors in this offering would equal $ or $ , respectively.Company

~~The~~We ~~following~~provide ~~table~~a ~~summarizes~~comprehensive suite of infrastructure services to the residential, oncommercial, anindustrial, ~~adjusted~~municipal, ~~pro~~and ~~forma~~state ~~basis~~infrastructure asmarkets. Our operations leverage a large highly skilled workforce and a fleet of ~~June 30~~specialized equipment to deliver wet utility installations (water, ~~2025~~sewer, ~~the~~and ~~total~~stormwater ~~number~~systems), as well as grading, site clearing, erosion control, drilling and blasting, paving, and other related site services. We are becoming the platform of ~~shares~~choice for a diverse array of ~~Class A~~infrastructure ~~Common~~construction ~~Stock~~projects ~~owned~~in byour target geographies that require high-level technical expertise and sophistication. We seek to safely execute site work solutions within both the individual project’s schedule and budget, while strengthening our ~~existing~~relationships ~~investors~~with ~~(assuming~~our ~~that~~growing ~~100%~~list of ~~our~~customers. ~~Class B~~We ~~Common~~believe ~~Stock~~we ~~has~~are ~~been~~one ~~cancelled~~of the fastest-growing, full-service turnkey infrastructure services companies in ~~connection~~the ~~with~~Southeastern aUnited States. ~~redemption~~We deliver our suite of ~~LLC~~comprehensive ~~Units for~~infrastructure ~~Class A~~services ~~Common~~that ~~Stock)~~support the planning, preparation, installation, and todevelopment beof ~~owned~~residential, bycommercial, ~~new~~industrial, ~~investors~~municipal, ~~the~~and ~~total~~state ~~consideration~~infrastructure ~~paid~~projects, primarily through in-house teams and equipment, significantly reducing the ~~average~~need ~~price~~for ~~per~~outsourcing ~~share~~or ~~paid~~subcontractors, which enables industry-leading project execution. Led by ~~our~~an ~~existing~~experienced, ~~investors~~long-tenured management team and tosupported beby ~~paid~~talented project managers, we are driven by ~~new~~a ~~investors~~culture inof ~~this~~safety ~~offering~~and atemployee ~~$ per~~development. ~~share~~Our high-level expertise, ~~calculated~~technical ~~before~~sophistication, ~~deduction~~and expedited delivery of ~~estimated~~services ~~underwriting~~result ~~discounts~~in strong margins. We believe we are well positioned to continue growing our revenue and ~~commissions~~profitability in a very fragmented and highly attractive industry.

	Shares acquired		Total consideration		Averageprice pershare
	Number	Percent	Amount	Percent
	(in thousands)		(in millions)
Existing investors(1)		%	$	%	$
New investors in this offering		%	$	%	$
Total		%	$	100%	$

~~____________~~51

(1) The presentation in this table regarding ownership by existing investors does not give effect to any purchases that existing investors may make through our directed share program or otherwise purchase in this offering.

The data in the table excludes the shares of Class A Common Stock that may be reserved for issuance under any long-term incentive plan that may be adopted.

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~~Each~~Initial ~~$1.00~~Public ~~increase~~Offering ~~(decrease) in the initial public offering price of $ per share of Class A Common Stock would increase (decrease) the total consideration paid by new investors in this offering~~ and the total consideration paid by all holders of Class A Common Stock by $ million, assuming the number of shares of Class A Common Stock offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.Reorganization

IfWe completed our initial public offering of 11,500,000 shares of our Class A Common Stock at a price to the ~~underwriters~~public of $21.00 per share on December 11, 2025, and on December 12, 2025, pursuant to the exercise in full ~~their~~of the underwriters’ option, toCardinal ~~purchase~~Group completed the sale of an additional 1,725,000 shares of its Class A Common Stock at a price to the public of $21.00 per share. The gross proceeds from the IPO, including the ~~number~~exercise in full of ~~shares~~the sale of ~~Class~~the additional shares, were approximately $277.7 Amillion, ~~Common~~before ~~Stock~~deducting ~~being~~underwriting ~~offered~~discounts inand ~~this~~commissions. ~~offering~~We ~~will~~used bethe ~~increased~~net proceeds from the IPO to purchase 14,943,750 newly issued LLC Units from Cardinal for approximately $258.3 million in aggregate and became the sole managing member of Cardinal. In connection with ~~such~~the ~~additional~~IPO, ~~shares~~we ~~representing %~~also issued 23,387,813 shares of our Class B Common Stock to the ~~total~~Continuing Equity Holders, which was equal to the number of ~~shares~~LLC Units held by such Continuing Equity Holders, at the time of such issuance of Class AB Common Stock, for nominal consideration. As a result of the above, Cardinal Group is a holding company with no direct operations and our principal assets are the equity interests in Cardinal that we own. Cardinal, in turn, is a holding company, the principal assets of which consist of the equity interests in its direct and indirect subsidiaries. Prior to the IPO, all of our business was conducted through Cardinal NC.

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Unaudited pro forma CONDENSED CONSOLIDATED financial information

The following unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Item 11 of the Code of Federal Regulations Title 17 Part 210 (“Regulation S-X”), as amended, to reflect the impact of this offering, after giving effect to the Reorganization described in “Our Organizational Structure” and the use of proceeds described in “Use of Proceeds.”

Following the completion of the Reorganization, Cardinal Infrastructure Group Inc. will be a holding company whose principal asset will consist of % of the outstanding LLC Units (or % of LLC Units if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock) that it acquires directly from Cardinal or from each of the Continuing Equity Holders. Cardinal Group will act as the sole managing member of Cardinal, will operate and control the business and affairs of Cardinal and, through Cardinal, will conduct its business.

The following unaudited pro forma condensed consolidated balance sheet as of June 30, 2025 presents our unaudited condensed consolidated pro forma balance sheet after giving effect to the Reorganization, including this offering and Cardinal NC acquisition, as if they had occurred on June 30, 2025. The following unaudited pro forma condensed consolidated statement of comprehensive income for the six months ended June 30, 2025 and the year ended December 31, 2024 give effect to the Reorganization, including this offering and the Cardinal NC acquisition, as if they had occurred on January 1, 2024. We have derived the unaudited pro forma condensed consolidated balance sheet as of June 30, 2025 and the unaudited pro forma condensed consolidated statement of income for the six months then ended from the unaudited condensed consolidated financial statements of Cardinal NC and from the financial statements of Cardinal Group as of July 31, 2025.

We have derived the unaudited pro forma condensed consolidated statement of comprehensive income for the year ended December 31, 2024 from the audited financial statements of Cardinal NC, included elsewhere in this prospectus, to reflect the accounting for the transactions described below in accordance with GAAP. The unaudited pro forma condensed consolidated financial information reflects adjustments that are described in the accompanying notes and are based on available information and certain assumptions we believe are reasonable but are subject to change. Cardinal Group was formed on June 12, 2025 and on July 31, 2025 was capitalized at $200, and will have insignificant results of operations until the completion of this offering; therefore, its historical results of operations for the period then ended are not shown in separate columns in the unaudited pro forma condensed consolidated statement of comprehensive income.

As a public company, we will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. We expect to incur additional annual expenses related to these steps and, among other things, additional directors’ and officers’ liability insurance, director fees, costs for reporting requirements of the SEC, transfer agent fees, costs for hiring additional accounting, legal, and administrative personnel, increased auditing and legal expenses, and other related costs. Due to the scope and complexity of these activities, the amount of these costs would be based on subjective estimates and assumptions that could not be factually supported. We have not included any pro forma adjustments related to these costs.

The unaudited pro forma condensed consolidated financial information is provided for informational purposes only and is not necessarily indicative of the operating results that would have occurred if the Reorganization and the Cardinal NC acquisition had been completed as of the dates set forth above, nor is it indicative of our future results.

The unaudited pro forma condensed consolidated financial information should be read together with “Our organizational structure,” “Capitalization,” “Use of Proceeds,” “Summary historical and pro forma condensed consolidated financial and other data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our historical financial statements and related notes of Cardinal NC and Cardinal Group, each included elsewhere in this prospectus.

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Summary of the Transactions

Reorganization Transactions

We have consummated, or will consummate, the organizational Transactions in connection with this offering. The pro forma adjustments related to the Reorganization are described in the notes to the unaudited pro forma condensed consolidated financial information and primarily include the assumptions that:

• we merged newly formed merger subsidiaries of Cardinal NC with and into each of Cardinal NC’s non-wholly owned subsidiaries so that the minority equity holders of such non-wholly owned subsidiaries became equity holders of Cardinal NC and such non-wholly owned subsidiaries of Cardinal became wholly owned subsidiaries of Cardinal NC.

• Cardinal NC and the lenders of CCCRE Holdings, LLC (“CCCRE”) amended their underlying credit agreements to remove the Company’s guarantees for CCCRE’s outstanding notes payable. As a result of these amended agreements, Cardinal NC no longer has the power to direct the activities that most significantly affect its economic performance and is no longer obligated to absorb potential losses of the entity. Accordingly, Cardinal NC concluded that it is no longer the primary beneficiary of the Variable Interest Entity (“VIE”) and should deconsolidate the entity.

• we will amend and restate Cardinal Group’s certificate of incorporation to, among other things, (i) reclassify all outstanding shares of Common Stock into shares of Class A Common Stock, as adjusted for a for one forward stock split, (ii) provide for Class A Common Stock, with each share of our Class A Common Stock entitling its holder to one vote per share on all matters presented to our stockholders generally, (iii) provide for Class B Common Stock, with each share of our Class B Common Stock entitling its holder to one vote per share on all matters presented to our stockholders generally, (iv) provide that shares of our Class B Common Stock may only be held by the Continuing Equity Holders and their respective permitted transferees as described in “Description of Capital Stock — Common Stock — Class B Common Stock;” and (v) provide for preferred stock, which can be issued by our board of directors in one or more series without stockholder approval;

• use of the net proceeds from this offering to (i) purchase newly issued LLC Units for approximately $ million directly from Cardinal (or LLC Units from Cardinal for $ million in aggregate if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and (ii) purchase LLC Units from certain Continuing Equity Holders for $ million in aggregate at a price per unit equal to the initial public offering price per share of Class A Common Stock in this offering less the underwriting discount;

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• Cardinal Group will enter into (i) the Registration Rights Agreement with our Continuing Equity Holders and (ii) the Tax Receivable Agreement with Cardinal and the Continuing Equity Holders. For a description of the terms of the Registration Rights Agreement and the Tax Receivable Agreement, see “Certain Relationships and Related Party Transactions.”

Immediately following the consummation of the Transactions (including this offering and proposed use of proceeds):

• Cardinal Group will be a holding company and its principal asset will consist of LLC Units it acquires directly from Cardinal and from each Continuing Equity Holder;

• Cardinal Group will be the sole managing member of Cardinal and will control the business and affairs of Cardinal;

• Cardinal Group will own, directly or indirectly, LLC Units of Cardinal, representing approximately % of the economic interest in Cardinal (or LLC Units, representing approximately % of the economic interest in Cardinal if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock);

• the Continuing Equity Holders will own (i) LLC Units of Cardinal, representing approximately % of the economic interest in Cardinal (or LLC Units, representing approximately % of the economic interest in Cardinal if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock) and (ii) shares of Class B Common Stock of Cardinal Group, representing approximately % of the combined voting power of all of Cardinal Group’s common stock (or shares of Class B Common Stock of Cardinal Group, representing approximately % of the combined voting power if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock);

• the purchasers in this offering will own (i) shares of Class A Common Stock of Cardinal Group (or shares of Class A Common Stock of Cardinal Group if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock), representing approximately % of the combined voting power of all of Cardinal Group’s common stock and % of the economic interest in Cardinal Group (or approximately % of the combined voting power and 100% of the economic interest if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock), and (ii) through Cardinal Group’s ownership of LLC Units, indirectly will hold approximately % of the economic interest in Cardinal (or approximately % of the economic interest in Cardinal if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock); and

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Our organizational structure following this offering, as described below, is commonly referred to as an Up-C structure, which is often used by partnerships and limited liability companies when they undertake an initial public offering of their business. The Up-C structure will allow the Continuing Equity Holders to retain their equity ownership in Cardinal following the offering and to continue to realize tax benefits associated with owning interests in an entity that is treated as a partnership, or “flow-through” entity, for U.S. federal income tax purposes. Investors in this offering will, by contrast, hold their equity ownership in Cardinal Group, a Delaware corporation that is a domestic corporation for U.S. federal income tax purposes, in the form of shares of Class A Common Stock. One of the potential tax benefits to the Continuing Equity Holders associated with this structure is that future taxable income of Cardinal that is allocated to the Continuing Equity Holders will be taxed on a flow-through basis and, therefore, will not be subject to corporate taxes at the entity level. Additionally, because the Continuing Equity Holders may have their LLC Units redeemed by Cardinal (or at our option, directly exchanged with Cardinal Group) for newly issued shares of our Class A Common Stock on a one-for-one basis (subject to customary adjustments, including for stock splits, stock dividends, and reclassifications) or, at our option, for cash, the Up-C structure also provides the Continuing Equity Holders with potential liquidity that holders of non-publicly traded limited liability companies are not typically afforded. In connection with any such redemption or exchange of LLC Units, a corresponding number of shares of Class B Common Stock held by the relevant Continuing Equity Holder will automatically be transferred to Cardinal Group for no consideration and be canceled. The Continuing Equity Holders and Cardinal Group also each expect to benefit from the Up-C structure as a result of certain cash tax savings arising from redemptions or exchanges of the Continuing Equity Holders’ LLC Units for Class A Common Stock or cash, and certain other tax benefits covered by the Tax Receivable Agreement discussed in “Certain Relationships and Related Party Transactions — Tax Receivable Agreement.” See “Risk Factors — Risks Related to Our Organizational Structure.” In general, the Continuing Equity Holders expect to receive payments under the Tax Receivable Agreement in amounts equal to 85% of certain tax benefits, and Cardinal Group expects to benefit in the form of cash tax savings in amounts equal to 15% of such tax benefits. Any payments made by us to the Continuing Equity Holders under the Tax Receivable Agreement will reduce cash otherwise arising from such tax savings. We expect such payments will be substantial.

Expected Accounting Treatment of the Transactions

Following the completion of the Transactions, Cardinal Group will become the sole managing member of Cardinal. Although we will have a minority economic interest in Cardinal, we will have the sole voting interest in, and control of, the business and affairs of Cardinal. As a result, we will consolidate Cardinal and record a significant noncontrolling interest in equity in our consolidated financial statements for the economic interest in Cardinal held directly or indirectly by the Continuing Equity Holders.

Under GAAP, since the members of Cardinal prior to the exchange will continue to hold a controlling interest in Cardinal after the exchange (i.e., there was no Change in Control of Cardinal) and since Cardinal Group is considered a “shell company” which does not meet the definition of a business, the financial statements of the consolidated entity represent a continuation of the financial position and results of operations of Cardinal. Accordingly, the historical cost basis of assets, liabilities, capital, and accumulated earnings of Cardinal are carried over to the consolidated financial statements of the merged company as a common control transaction. Also, after consummation of this offering, Cardinal Group will become subject to U.S. federal, state, and local income taxes with respect to our allocable share of any taxable income of Cardinal which will be taxed at the prevailing corporate tax rates.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETAs of June 30, 2025

	Cardinal Infrastructure Group Inc.		Cardinal Civil Contracting, LLC		Reorganization Adjustments	Notes	Offering Adjustments	Notes	Pro Forma Consolidated
Assets
Current assets:
Cash	$	15	$	19,176,797	$	(a)	$	(c)	$
						(b)		(d)
								(g)
Accounts receivable, net		—		43,424,192
Contract assets		—		33,780,539
Prepaid expenses		—		707,408		(a)
Contributions Receivable		185		—
Other assets		262,576		1,825,170		(a)
Total current assets		—		98,914,106
Property and equipment, net		—		74,339,108		(a)
Operating lease right-of-use assets		—		5,394,020		(a)
Investments in unconsolidated affiliates		—		1,079,434		(a)
Deferred tax asset		—		—		(h)
						(h)
Goodwill		—		10,734,827
Other intangible assets		—		3,406,321
Total assets	$	262,776	$	193,867,816	$		$		$
LIABILITIES AND MEMBERS’ EQUITY
Current liabilities:
Current portion of notes payable		—		19,408,856		(a)		(g)
Current portion of finance lease liabilities		—		3,377,566
Current portion of operating lease liabilities		—		2,603,307		(a)
Accounts payable		—		47,108,415
Accrued distributions		—		687,591
Accrued expenses		262,576		1,556,830
Contingent consideration payable		—		1,358,331
Contract liabilities				10,634,233
Total current liabilities		262,576		86,735,129
Notes payable, less current portion, net of unamortized debt issuance costs		—		59,277,108		(a)		(g)
Finance lease liabilities, less current portion		—		6,794,313
Operating lease liabilities, less current portion		—		2,870,111		(a)
TRA Liability		—		—		(h)
Total liabilities		262,576		155,676,661

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET — (Continued)As of June 30, 2025

Cardinal Infrastructure Group Inc.

Cardinal Civil Contracting, LLC

Reorganization Adjustments

Notes

Offering Adjustments

Notes

Pro Forma Consolidated

Commitments and contingencies

Members’ equity

—

(a)

(d)

Retained earnings

—

19,101,743

(a)

(d)

(e)

(f)

Stockholders’ equity

Class A Common stock

200

(c)

Class B Common stock

(b)

(d)

Additional paid-in-capital

(h)

(c)

(d)

(f)

Noncontrolling interests attributable to Cardinal Civil Contracting, LLC

—

19,089,412

(a)

(e)

Noncontrolling interests attributable to Cardinal Infrastructure Group Inc.

(f)

Total members’/stockholders equity

200

38,191,155

Total liabilities and equity

262,776

193,867,816

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATEDSTATEMENT OF COMPREHENSIVE INCOMEFor the Six Months Ended June 30, 2025

	Cardinal Infrastructure Group Inc.		Cardinal Civil Contracting, LLC			Reorganization Adjustments	Notes	Offering Adjustments	Notes	Pro Forma Consolidated
Revenues	$	—	$	187,912,174
Cost of revenues		—		148,789,325
General and administrative		—		5,091,952			(aa)
Depreciation expense		—		11,177,155			(aa)
Amortization expense				3,309,679
Loss (gain) on disposal of property and equipment		—		(110,945	)
Income from operations		—		19,655,008
Other expense:
Interest expense, net		—		(2,607,468	)		(aa)		(bb)
Other expense, net		—		(241,407	)		(aa)
Total other expense, net		—		(2,848,875	)
Net income before taxes		—		16,806,133
Income tax expense		—		(714,261	)		(cc)
Net income, including noncontrolling interests	$	—	$	16,091,872						$
Less: Net income attributable to noncontrolling interests		—		3,447,186			(dd)		(ee)
Net income attributable to Cardinal Civil Contracting, LLC	$	—	$	12,644,686						$
Pro forma per share data:
Pro forma net income per share:
Basic and diluted			$						(ff)	$
Pro forma weighted average shares used to compute pro forma net income per share
Basic and diluted				—					(ff)		—

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATEDSTATEMENT OF COMPREHENSIVE INCOMEFor the Year Ended December 31, 2024

	Cardinal Infrastructure Group Inc.		Cardinal Civil Contracting, LLC			Reorganization and offering adjustments		Notes	Offering Adjustments	Notes	Pro Forma Consolidated
Revenues	$	—	$	315,187,523							$
Cost of revenues		—		249,888,575			—					—
General and administrative		—		10,687,302				(aa)
Depreciation expense		—		18,663,746				(aa)
Loss (gain) on disposal of property and equipment		—		13,534
Income from operations		—		35,934,366			—
Other expense:
Interest expense, net		—		(4,828,058	)			(aa)		(bb)
Other expense, net		—		(1,456,565	)			(aa)
Total other expense, net		—		(6,284,623	)		—
Net income before taxes		—		29,649,743			—
Income tax expense		—		(1,352,509	)		—	(cc)				—
Net income, including noncontrolling interests	$	—	$	28,297,234		$	—				$
Less: Net income attributable to noncontrolling interests		—		6,939,888				(dd)		(ee)
Net income attributable to Cardinal Civil Contracting, LLC	$	—	$	21,357,346		$	—				$
Pro forma per share data:
Pro forma net income per share
Basic and diluted										(ff)	$
Pro forma weighted average shares used to compute pro forma net income per share
Basic and diluted										(ff)	$

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Note 1: Adjustments to unaudited pro forma condensed consolidated balance sheet and unaudited pro forma condensed consolidated statement of income

The pro forma adjustments included in the unaudited pro forma condensed consolidated balance sheet as of June 30, 2025 are as follows:

(a) Reflects the deconsolidation of the VIE, CCCRE. Prior to the entry into the New Credit Facility, Cardinal NC, the VIE and the VIE’s lenders amended the underlying credit agreements, resulting in the removal of the Cardinal NC’s guarantees to lender. As a result of these amendments, Cardinal NC no longer has the power to direct the activities of the VIE that most significantly affect its economic performance and is no longer obligated to absorb potential losses of the entity. Accordingly, these adjustments reflect the conclusion that the company is no longer the primary beneficiary and should be deconsolidated.

These adjustments reflect the removal of previously consolidated assets, liabilities and noncontrolling interests associated with the VIE as if the deconsolidation occurred on June 30, 2025 as follows:

Assets Current assets: Cash $ Prepaid expenses Other assets Property and equipment, net Investments in unconsolidated affiliates Total assets $ LIABILITIES AND MEMBERS’ EQUITY Current liabilities: Current portion of notes payable Notes payable, less current portion, net of unamortized debt issuance costs Noncontrolling interests attributable to Cardinal Civil Contracting, LLC Total liabilities and members’ equity $

And reflect the recognition of previously eliminated Operating lease right-of-use assets and liabilities as if it occurred on June 30, 2025:

Assets Operating lease right-of-use assets Liabilities Current portion of operating lease Operating lease liabilities, less current portion Retained Earnings

(b) Reflects the net effect on cash and cash equivalents and stockholders’ equity of the issuance of shares of Class B common stock to the Continuing Equity Holders, which is equal to the number of LLC Units held by such Continuing Equity Holders, at the time of such issuance of Class B common stock, for nominal consideration.

(c) Reflects the net effect on cash and cash equivalents and stockholders’ equity of the receipt of offering proceeds to us of $ million, based on the sale of shares of Class A Common Stock (or shares if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock) at the initial public offering price of $ per share (which is the midpoint of the estimated price range set forth on the cover pages of this prospectus), after deducting the estimated underwriting discount. See “Use of Proceeds.”

(d) Reflects the purchase of LLC Units from each of the Continuing Equity Holders on a pro rata basis for $ million in aggregate at a price per unit equal to the initial public offering price per share of Class A Common Stock in this offering less the underwriting discount.

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(e) Reflects the elimination of noncontrolling interests attributable to Cardinal Civil Contracting, LLC as a result of minority equity holders of non-wholly owned subsidiaries becoming equity holders of Cardinal NC and such non-wholly owned subsidiaries of Cardinal became wholly owned subsidiaries of Cardinal NC, as if it occurred on June 30, 2025.

(f) Upon completion of the Reorganization, we will become the sole managing member of Cardinal. Although we will have a minority economic interest in Cardinal, we will have the sole voting interest in, and control of the management of, Cardinal. As a result, we will consolidate the financial results of Cardinal and will report a noncontrolling interest related to the interests in Cardinal held by the Continuing Equity Holders in our consolidated balance sheet. Immediately following the Reorganization, the economic interests held by the noncontrolling interest will be approximately %. If the underwriters were to exercise their option to purchase additional shares of our Class A Common Stock in full, the economic interests held by the noncontrolling interest would be approximately %.

(g) Reflects a decrease in cash and cash equivalents and debt for the repayment of $ million in borrowings on our New Credit Facility as if it occurred on June 30, 2025. See “Use of Proceeds.”

(h) Reflects adjustments for deferred tax assets and obligations under the Tax Receivable Agreement triggered by the purchase of LLC Units from each of the Continuing Equity Holders, as described in greater detail under “Our Organizational Structure” and “Certain Relationships and Related Party Transactions — Tax Receivable Agreement,” in connection with the completion of this offering. The pro forma adjustments reflect the following:

• Estimated deferred tax benefit of approximately $ million recognized for the tax benefit of the difference in basis between reporting under GAAP and income tax reporting purposes associated with the purchase of LLC Units from each of the Continuing Equity Holders. In connection with this purchase, we intend to make an election under Section 754 of the Code, which will allow us to succeed to the aggregate historical tax basis of LLC Units. The total tax benefit from such historical tax basis, including any increases thereto as a result of the Transactions, will primarily be amortized over 15 years pursuant to Section 197 of the Code, subject to further allocation adjustments to be made at the time of preparation of our tax returns.

• Estimated deferred tax benefit of $ million associated with the obligation under the Tax Receivable Agreement.

• Corresponding liability under the Tax Receivable Agreement triggered by the purchase of LLC Units from each of the Continuing Equity Holders of $ million representing % of the amount of tax benefits that Cardinal Group Inc. expects us to realize related to certain tax basis adjustments and payments made under the Tax Receivable Agreement.

• Credit to Additional paid-in capital associated with the deferred tax assets ($ million and $ million) reduced by a charge for the obligation under the Tax Receivable Agreement for a total adjustment of $ million, for a total net credit of $ million.

Due to the uncertainty as to the amount and timing of future redemptions or exchanges of the LLC Units by the Continuing Equity Holders and as to the price per share of our Class A Common Stock at the time of any such exchanges, the unaudited pro forma condensed combined financial information does not assume any future exchanges of LLC Units. See Note 3, Deferred Income Taxes and Tax Receivable Agreement for further discussion.

The pro forma adjustments included in the unaudited pro forma condensed consolidated statement of income for the six months ended June 30, 2025 and for the year ended December 31, 2024 are as follows:

(aa) Reflects a decrease in depreciation, interest expense, and equity in income of unconsolidated affiliates and an increase in general and administrative expenses as if the CCCRE VIE deconsolidated on January 1, 2024.

(bb) Reflects a decrease in interest expense as if the repayment of approximately $ million of borrowings on our New Credit Facility occurred on January 1, 2024. See “Use of Proceeds.”

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(cc) Provides for an assumed income tax expense on our earnings which is calculated at % of income before income tax expense. Following the Transactions, we will be subject to U.S. federal income taxes in addition to applicable state and local taxes with respect to our allocable share of net taxable income of Cardinal. Accordingly, we have provided income taxes assuming a blended federal, state, and local rate of 22.78% on our allocable share of taxable income, and assuming no adjustments for non-taxable or non-deductible amounts of income and expenses. The actual rate could vary from the rate used in the pro forma financial statements.

(dd) Reflects the elimination of noncontrolling interests attributable to Cardinal NC as a result of minority equity holders of non-wholly owned subsidiaries becoming equity holders of Cardinal NC and such non-wholly owned subsidiaries of Cardinal NC became wholly owned subsidiaries of Cardinal NC, as if it occurred on occurred on January 1, 2024.

(ee) Reflects the portion of our net income allocable to the noncontrolling interest. After the Transactions, we will become the managing member of Cardinal with a % economic interest but will control the management of Cardinal. The Continuing Equity Holders will own the remaining % economic interest in Cardinal, which will be accounted for as a noncontrolling interest in our future consolidated financial statements. If the underwriters were to exercise their option to purchase additional shares of our Class A Common Stock in full, the economic interests held by the noncontrolling interest would be approximately %.

(ff) Pro forma net income per share is computed by dividing the net income attributable to holders of Class A Common Stock by the weighted-average shares of Class A Common Stock outstanding during the period. Shares of Class B Common Stock do not participate in earnings of Cardinal Group. As a result, the shares of Class B Common Stock are not considered participating securities and are not included in the weighted-average shares outstanding for purposes of computing pro forma net income per share.

Note 2: Deferred income taxes and Tax Receivable Agreement

As described in “Our organizational structure,” we intend to use the net proceeds from this offering to purchase newly issued LLC Units directly from Cardinal and to purchase existing LLC Units from each Continuing Equity Holder. As a result of our post-offering organizational structure, Cardinal Group expects to obtain (i) an allocable share (and increases thereto) of existing tax basis in Cardinal’s assets and tax basis adjustments with respect to such assets resulting from (a) Cardinal Group’s purchase of LLC Units from each Continuing Equity Holder in connection with the Transactions, as described under “Use of Proceeds,” (b) any future redemptions or exchanges of LLC Units from the Continuing Equity Holders as described under “Certain Relationships and Related Party Transactions — Cardinal Operating Agreement,” (c) certain distributions (or deemed distributions) by Cardinal, and (d) payments made under the Tax Receivable Agreement; and (ii) certain tax benefits (such as interest deductions) arising from payments made under the Tax Receivable Agreement. We intend to treat any redemption or exchange of LLC Units for our Class A Common Stock or our cash as our direct purchase of LLC Units from the Continuing Equity Holders for U.S. federal income and other applicable tax purposes, regardless of whether such LLC Units are surrendered by the Continuing Equity Holders to Cardinal for redemption or sold to us upon the exercise of our election to acquire such LLC Units directly. Moreover, as a result of the application of the principles of Section 704(c) of the Code and the U.S. Treasury regulations issued thereunder, which require that items of income, gain, loss and deduction attributable to property owned by Cardinal on the date that we purchase LLC Units directly from Cardinal with a portion of the proceeds from this offering must be allocated among the members of Cardinal to take into account the difference between the fair market value and the adjusted tax basis of such assets on such date, Cardinal may be required to make certain special allocations of its items of loss and deduction to us over time that are in excess of our pro rata share of such items of loss or deduction. Such Basis Adjustments and Section 704(c) allocations may have the effect of reducing the amounts we would otherwise pay in the future to various tax authorities and may also decrease gains (or increase losses) on future dispositions of certain assets to the extent tax basis is allocated to those assets.

We will recognize a deferred tax asset for financial reporting purposes when it is “more-likely-than-not” that we will realize the tax benefit.

In addition, as part of the Transactions, we will enter into the Tax Receivable Agreement with Cardinal and the Continuing Equity Holders that will provide for payment by us to the Continuing Equity Holders of 85% of certain tax benefits, if any, that Cardinal Group actually realizes, or in some circumstances is deemed to realize, as a result of Basis Adjustments and certain tax benefits (such as interest deductions) arising from payments made under the Tax Receivable

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Agreement. These Tax Receivable Agreement payments are not conditioned upon one or more of the Continuing Equity Holders maintaining a continued ownership interest in Cardinal. If a Continuing Equity Holder transfers LLC Units but does not assign to the transferee of such units its rights under the Tax Receivable Agreement, such Continuing Equity Holder generally will continue to be entitled to receive payments under the Tax Receivable Agreement arising in respect of a subsequent exchange of such LLC Units. In general, the Continuing Equity Holders’ rights under the Tax Receivable Agreement may not be assigned, sold, pledged, or otherwise alienated to any person without such person becoming a party to the Tax Receivable Agreement and agreeing to succeed to the applicable Continuing Equity Holder’s interest therein. Amounts payable under the Tax Receivable Agreement are contingent upon, among other things, generation of sufficient future taxable income during the term of the Tax Receivable Agreement.

If all of the Continuing Equity Holders were to exchange or redeem their remaining LLC Units immediately after the IPO, which is assumed to be June 30, 2025 for purposes of the pro forma information presented herein (excluding the impact of the underwriters exercising in full their option to purchase additional shares of Class A Common Stock and the use of net proceeds to purchase additional LLC Units from the Continuing Equity Holders), we would recognize an additional deferred tax asset of approximately $ million and a related liability for payments under the Tax Receivable Agreement of approximately $ million assuming, among other factors (i) all exchanges occurred on the same day; (ii) a price of $ per share of Class A Common Stock (the midpoint of the estimated price range set forth on the cover page of this prospectus); (iii) a constant corporate tax rate of 22.78%; (iv) sufficient taxable income to fully utilize the tax benefits; (v) Cardinal is able to fully depreciate or amortize its assets; and (vi) no material changes in applicable tax law. For each 5% increase (decrease) in the amount of LLC Units exchanged by the Continuing Equity Holders, our deferred tax asset would increase (decrease) by approximately $ million and the related liability for payments under the Tax Receivable Agreement would increase (decrease) by approximately $ million assuming that the price per share of the Class A Common Stock at the time of the exchange and the corporate tax rate remains the same. These amounts are estimates and have been prepared for informational purposes only. The actual amount of deferred tax assets and related liabilities that we will recognize will differ based on, among other things, the timing of the redemptions or exchanges, the price of our shares of Class A Common Stock at the time of the redemptions or exchanges, the availability of sufficient taxable income and the tax rates then in effect, and may be significantly different from the amounts described in the preceding sentence.

We may elect (with the approval of a majority of our independent directors (within the meaning of the Nasdaq listing rules)) to terminate the Tax Receivable Agreement early by making an immediate cash payment equal to the present value of the anticipated future tax benefits that would be required to be paid by us to the Continuing Equity Holders under the Tax Receivable Agreement. The calculation of such cash payment would be based on certain assumptions, including, among others, (i) that any Continuing Equity Holders’ LLC Units that have not been exchanged are deemed exchanged, in general, for the fair market value of our Class A Common Stock that would be received by such Continuing Equity Holder if such LLC Units had been exchanged at the time of termination; (ii) we will have sufficient taxable income in each future taxable year to fully realize all potential tax savings; (iii) the federal tax rates for future years will be those specified in the law as in effect at the time of termination and the combined state and local tax rates will be an assumed tax rate; and (iv) certain non-amortizable assets are deemed disposed of within specified time periods. The present value of such tax benefit payments is measured at fair value using a discounted cash flow model that incorporates multiple exchange timing scenarios. For purposes of this preliminary pro forma presentation, the Company applied a single risk-adjusted discount rate intended to reflect the time value of money and the risks specific to the liability, including nonperformance risk and subordination relative to other obligations. In estimating this rate, management considered the Company’s existing credit facilities and adjusted for the unsecured and subordinated nature of the these payments. The present value of such tax benefit payments is discounted at a rate equal to % per annum, compounded annually based on management’s preliminary assumptions. A 100 basis point change in the discount rate would result in the tax benefit payments liability of approximately $ million. The Company will reassess the tax benefit payments liability at each reporting period based on updated exchange activity and tax benefit realization. The contractual Early Termination Rate is defined under the agreement as the lesser of (i) 6.5% per annum, compounder annually, and (ii) SOFR plus 100 basis points, which applies to early termination payments and may serve as a reference point for market participant asumptions. Assuming that the fair market value of our Class A Common Stock were to be equal to $ per share (the midpoint of the estimated price range set forth on the cover page of this prospectus), and that the relevant interest rate were to be %, (SOFR plus 100 basis points), we estimate that the aggregate amount of these termination payments would be approximately $ million if we were to exercise our termination right immediately following this offering.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with “Summary — Summary Historical and Pro Forma Financial Data” and the accompanying financial statements and related notes thereto included elsewhere in this prospectus. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences are discussed elsewhere in this prospectus, including in “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements,” all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking statements discussed may not occur. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

Unless otherwise indicated, the historical financial information in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” reflects only the historical financial results of our predecessor, Cardinal, and does not give effect to the transactions described in “Our Organizational Structure.”

Overview

WeFor ~~provide a comprehensive suite of infrastructure services to~~ the ~~residential,~~three months ~~commercial,~~ended ~~industrial~~March 31, ~~municipal~~2026, ~~and~~we ~~state~~generated ~~infrastructure~~revenue ~~markets~~of $167.5 million, ~~Our~~supported ~~operations~~by ~~leverage~~ a ~~large~~robust ~~highly~~backlog ~~skilled~~of ~~workforce~~$854.0 million ~~and~~at aMarch 31, ~~fleet~~2026, ofcompared ~~specialized equipment~~ to ~~deliver~~revenue ~~wet~~of ~~utility~~$81.8 million ~~installations~~for ~~(water,~~the ~~sewer,~~three months ~~and~~ended ~~stormwater systems)~~March 31, as2025. ~~well~~For asthe ~~grading,~~three months ~~site~~ended ~~clearing~~March 31, ~~erosion control~~2026, ~~drilling~~net ~~and~~income ~~blasting,~~was ~~paving~~$11.5 million, ~~and~~Gross ~~other~~Profit ~~related~~was ~~site services~~$24.9 million, WeAdjusted ~~are~~Gross ~~becoming~~Profit ~~the~~was ~~platform~~$34.2 million, ofEBITDA ~~choice~~was ~~for~~$24.0 million aand ~~diverse~~Adjusted ~~array~~EBITDA ofwas ~~infrastructure construction projects in our target geographies that require high-level technical expertise and sophistication~~$26.8 million, Wecompared ~~seek~~ to ~~safely~~net ~~execute~~income ~~site~~of ~~work~~$6.6 million, ~~solutions~~Gross ~~within~~Profit ~~both~~of ~~the~~$9.9 million, ~~individual~~Adjusted ~~project’s~~Gross ~~schedule~~Profit ~~and~~of ~~budget~~$16.5 million, ~~while~~EBITDA ~~strengthening~~of ~~our~~$14.3 million ~~relationships~~and ~~with~~Adjusted ~~our~~EBITDA ~~growing list~~ of ~~customers~~$14.6 million Wefor ~~believe~~the wethree months ~~are~~ended ~~one of the fastest-growing~~March 31, ~~full-service~~2025. ~~turnkey~~For ~~infrastructure services companies in~~ the ~~Southeastern United~~three ~~States.~~months Weended ~~deliver~~March 31, 2026, our ~~suite~~net ofincome ~~comprehensive~~margin ~~in-house~~was ~~services that support the planning~~6.9%, ~~preparation,~~EBITDA ~~installation,~~Margin ~~and~~was ~~development of residential~~14.4%, ~~commercial,~~Adjusted ~~industrial,~~EBITDA ~~municipal,~~Margin ~~and~~was ~~state infrastructure~~16.0%, ~~significantly~~Gross ~~reducing~~Profit ~~the~~Margin ~~need~~was ~~for~~14.9% ~~subcontractors~~ and ~~ensuring~~Adjusted ~~industry-leading~~Gross ~~project~~Profit ~~execution.~~Margin ~~Led~~was ~~by an experienced~~20.4%, ~~long-tenured~~compared ~~management~~to ~~team~~net ~~and~~income ~~supported~~margin byof ~~talented project managers~~8.1%, weEBITDA ~~are~~Margin ~~driven by a culture~~ of ~~safety and employee development~~17.4%, ~~Our~~Adjusted ~~high-level~~EBITDA ~~expertise,~~Margin ~~technical~~of ~~sophistication~~17.8%, ~~and~~Gross ~~expeditated~~Profit ~~delivery~~Margin of ~~services~~12.1% ~~result~~and inAdjusted ~~strong~~Gross ~~margins.~~Profit WeMargin ~~believe~~of we20.2% ~~are~~for ~~well~~the ~~positioned~~three months toended ~~continue~~March 31, ~~growing~~2025. ~~our~~Our ~~revenue~~backlog ~~and~~enables ~~profitability~~management into aassess ~~very~~future ~~fragmented~~revenue visibility and ~~highly~~anticipate ~~attractive~~business ~~industry~~activity.

~~The~~For ~~Southeastern~~the ~~United~~year ended December ~~States~~31, is2025, ~~one~~we ofgenerated ~~the~~revenue ~~fastest-growing~~of ~~regions~~$456.0 million, ~~with~~supported ~~respect~~by toa ~~population~~robust ~~and~~backlog ~~job~~of ~~growth~~$682.0 million ~~The~~at ~~three~~December 31, ~~distinct~~2025, ~~and~~compared ~~attractive~~to ~~markets~~revenue inof ~~which~~$315.2 million wefor ~~primarily~~the ~~operate~~year ~~today~~ended (December 31, 2024. For the ~~greater~~year ~~Charlotte~~ended December 31, ~~Raleigh~~2025, ~~and~~net ~~Greensboro~~income ~~areas~~was of$31.1 million, ~~North~~Gross ~~Carolina)~~Profit ~~have~~was ~~experienced~~$63.8 million, aAdjusted ~~combined~~Gross ~~annual~~Profit ~~population~~was ~~growth~~$96.1 million, ofEBITDA 6was $72.6%3 million ~~from~~and ~~2020~~Adjusted toEBITDA ~~2024~~was $81.5 million, compared to 2net income of $28.3 million, Gross Profit of $46.6% million, ~~for~~Adjusted ~~the~~Gross ~~rest~~Profit of ~~the~~$65.3 million, ~~United~~EBITDA of $53.1 ~~States~~million and Adjusted EBITDA of $56.5 million ~~Our~~for ~~footprint~~the isyear ~~strategically~~ended ~~aligned~~December 31, ~~with~~2024. For the ~~North~~year ~~Carolina~~ended ~~Research~~December 31, ~~Triangle~~2025, ~~which~~our ~~houses~~net ~~numerous~~income ~~educational~~margin ~~institutions~~was ~~and~~6.8%, ~~knowledge-sector~~EBITDA ~~companies~~Margin ~~that~~was ~~are~~15.8%, ~~among~~Adjusted ~~the~~EBITDA ~~core~~Margin ~~drivers~~was of17.9%, ~~job~~Gross ~~growth~~Profit inMargin ~~the~~was ~~state~~14.0% Inand ~~2024~~Adjusted Gross Profit Margin was 21.1%, ~~North~~compared ~~Carolina~~to ~~issued~~net ~~approximately~~income ~~nine~~margin ~~new~~of ~~housing~~9.0%, ~~permits~~EBITDA ~~per~~Margin 1of 16.9%,~~000~~ ~~residents~~Adjusted EBITDA Margin of 17.9%, ~~compared~~Gross toProfit ~~about~~Margin ~~four~~of ~~new~~14.8% ~~permits~~and ~~per~~Adjusted ~~1,000~~Gross ~~residents~~Profit Margin of 20.7% for the ~~United~~year ended December ~~States~~31, ~~overall~~2024. Our backlog enables management to assess future revenue visibility and anticipate business activity.

We ~~maintain~~present ~~deep,~~our ~~long-standing~~results ~~relationships~~of ~~with~~operations in a ~~diverse~~way ~~customer~~that ~~base,~~we ~~including~~believe ~~some~~will ofbe the ~~largest~~most ~~regional~~meaningful and ~~national~~useful ~~home~~to ~~builders~~investors, asanalysts, ~~well~~rating asagencies ~~general~~and ~~contractors~~others ~~supporting~~who ~~commercial~~use ~~and~~our ~~industrial~~financial ~~construction.~~information Weto ~~believe~~evaluate ~~these~~our ~~relationships~~performance. ~~enable~~Some usof toour ~~consistently~~financial ~~win~~measures ~~new~~are ~~contracts~~not ~~and~~prepared ~~expand~~in ~~both~~accordance ~~within~~with ~~our~~generally ~~current~~accepted ~~markets~~accounting ~~and~~principles ~~into~~(“non-GAAP”) ~~new~~under ~~geographies~~SEC rules. WeFor ~~are~~example, ~~already~~in ~~fully~~this ~~integrated~~prospectus, ~~within~~we ~~our~~present ~~Raleigh~~Adjusted ~~market~~Gross Profit, Adjusted Gross Profit Margin, EBITDA, Adjusted EBITDA, EBITDA Margin and Adjusted EBITDA Margin, all of which are ~~completing~~non-GAAP ~~integration~~financial ~~buildouts~~measures as defined in ~~our~~Item 10(e) of ~~other~~Regulation S-K ~~markets~~promulgated by the SEC. These Wemeasures ~~believe~~are ~~this~~presented ~~significantly~~for ~~reduces~~supplemental ~~wait~~informational ~~times~~purposes ~~between~~only, ~~each~~and ~~phase~~are ofnot ~~construction~~intended to be substitutes for any GAAP financial measures, ~~minimizes~~including ~~timeline~~net ~~risk~~income, and, ~~increases~~as ~~the~~calculated, ~~likelihood~~may ofnot ~~successful~~be ~~execution.~~comparable Asto ~~the~~companies ~~first~~in ~~step~~other inindustries or within the ~~construction~~same ~~process~~industry with similarly titled measures of performance. In addition, ~~customers~~these ~~highly~~non-GAAP ~~value~~measures should not be construed as an inference that our ~~speed~~future ofresults ~~delivery~~will be unaffected by unusual or non-recurring items. Therefore, ~~quality~~non-GAAP offinancial ~~work~~measures should be considered in addition to, ~~and~~not ~~reputation~~as a substitute for, ~~excellence~~or in isolation from, ~~which~~measures ~~results~~prepared in ~~recurring~~accordance ~~business~~with ~~and~~GAAP. Where ~~better~~appropriate, ~~margins.~~reconciliations ~~Our~~of ~~dedication~~our non-GAAP financial measures to ~~proven~~the ~~processes,~~most ~~technology,~~comparable ~~and~~GAAP ~~safety~~figures ~~has~~are ~~enabled~~included. ~~our~~For ~~strong~~further ~~growth~~discussion and ~~reputation~~a reconciliation of these non-GAAP financial measures to their most directly comparable financial measure calculated in accordance with GAAP, see discussion below under “— Non-GAAP Financial Measures.”

For the six months ended June 30, 2025, we generated revenue of approximately $187.9 million, supported by a robust backlog of approximately $643 million at June 30, 2025, compared to revenue of approximately $153.9 million for the six months ended June 30, 2024. For the year ended December 31, 2024, we generated revenue of approximately $315.2 million, supported by a robust backlog of approximately $512 million at December 31, 2024, compared to revenue of approximately $248.0 million for the year ended December 31, 2023 and a backlog of approximately $401 million at December 31, 2023. For the six months ended June 30, 2025, net income was approximately $16.1 million, Gross Profit was approximately $24.6 million, Adjusted Gross Profit was approximately $39.1 million, EBITDA was approximately 52

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$33.9 million and Adjusted EBITDA was approximately $34.2 million, compared to net income of approximately $16.6 million, Gross Profit of approximately $25.4 million, Adjusted Gross Profit of approximately $34.0 million, EBITDA of approximately $28.4 million and Adjusted EBITDA of approximately $29.7 million for the six months ended June 30, 2024. For the year ended December 31, 2024, net income was approximately $28.3 million, Gross Profit was approximately $46.6 million, Adjusted Gross Profit was approximately $65.3 million, EBITDA was approximately $53.1 million and Adjusted EBITDA was approximately $56.5 million, compared to net income of approximately $24.3 million, Gross Profit of approximately $35.6 million, Adjusted Gross Profit of approximately $48.8 million, EBITDA of approximately $41.5 million and Adjusted EBITDA of approximately $43.1 million for the year ended December 31, 2023. For the six months ended June 30, 2025, our net income margin was approximately 8.6%, EBITDA Margin was approximately 18%, Adjusted EBITDA Margin was approximately 18.2%, Gross Profit Margin was approximately 13.1% and Adjusted Gross Profit Margin was approximately 20.8%, compared to net income margin of approximately 10.8%, EBITDA Margin of approximately 18.4%, Adjusted EBITDA Margin of approximately 19.3%, Gross Profit Margin of approximately 16.5% and Adjusted Gross Profit Margin of approximately 22.1% for the six months ended June 30, 2024. For the year ended December 31, 2024, our net income margin was approximately 9.0%, EBITDA Margin was approximately 16.9%, Adjusted EBITDA Margin was approximately 17.9%, Gross Profit Margin was approximately 14.8% and Adjusted Gross Profit Margin was approximately 20.7%, compared to net income margin of approximately 9.8%, EBITDA Margin of approximately 16.7%, Adjusted EBITDA Margin of approximately 17.4%, Gross Profit Margin of approximately 14.4% and Adjusted Gross Profit Margin of approximately 19.7% for the year ended December 31, 2023. Our backlog, which was approximately $643 million at June 30, 2025, enables management to assess future revenue visibility and anticipate business activity. Historically, our maintenance capital expenditure as a percentage of EBITDA has been relatively low resulting in our business being highly cash generative and primed for continued expansion. We believe these financial results position us well for continued profitable growth and operational flexibility.

Recent Transactions

On January 3, 2025, Cardinal Civil Contracting Charlotte, LLC acquired substantially all of the operating assets and certain liabilities of Purcell Construction, Inc., Purcell Construction Group, LLC, and Orange T, LLC (collectively referred to herein as “Purcell”).

On May 30, 2025, the Company formed Cardinal Civil Contracting Triad, LLC (“Triad”), which acquired substantially all of the operating assets and certain liabilities of Page and Associates, Inc., and MJS & GCP, LLC (collectively referred to herein as “Page”). Page operated a turn-key site work contracting business primarily in the Greensboro, North Carolina market~~, and as of August 31, 2025 the Greensboro market had a backlog of $84 million~~.

On October 1, 2025, we acquired substantially all of the assets of Red Clay Industries, Inc. ~~pursuant to an APA.~~ Red Clay is a provider of asphalt paving, concrete contracting, concrete reclamation and soil stabilization in ~~North~~Charlotte ~~Carolina.~~and Wesurrounding ~~funded~~areas, ~~the~~which ~~$40.0~~includes ~~million~~operations ~~purchase~~in ~~price~~South ~~with $39~~Carolina.~~0 million of borrowings under our New Credit Facility (as defined below) and we assumed approximately $1.0 million of liabilities.~~

~~These~~On ~~acquisitions~~February 18, ~~are~~2026, ~~consistent~~we ~~with~~acquired ~~our~~Sugar ~~strategy~~Hill, ofGeorgia-based ~~acquiring~~ALGC. A ~~either~~fourth-generation, ~~a starting site preparation business or a tuck~~high-ingrowth ~~acquisition in a~~ market ~~we are already in. For example~~leader, weALGC ~~acquired~~provides ~~Purcell~~comprehensive tosite ~~broaden~~development ~~our~~solutions, ~~services~~including ~~in Charlotte~~grading, ~~North~~underground ~~Carolina~~utilities, ~~and~~erosion ~~the border communities of South Carolina~~control, and ~~Purcell~~clearing, ~~works~~supporting ~~closely~~large-scale ~~with~~commercial, ~~Monroe Roadways Contractors Inc.~~industrial, ~~which~~and weresidential ~~acquired~~construction in ~~July~~Georgia ~~2023~~and asSouth ~~our starting point in Charlotte~~Carolina.

On June 1, 2026, we acquired Piedmont. Founded in 1999, Piedmont is a leading wet utilities provider across North and South Carolina. Headquartered near Charlotte, NC, this acquisition expands our wet utility capabilities in the high-growth Charlotte market.

These acquisitions are consistent with our strategy of acquiring either a starting site preparation business or a tuck-in acquisition in a market, and represent a further step in Cardinal’s expansion into the Southeast.

Key Factors Affecting Our Performance

We believe our future performance will depend on many factors, including those described below and in the sections titled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” included elsewhere in this prospectus.

• Continuing to build out the ~~basics~~basic capabilities of our site preparation business in a given market and ~~focus~~focusing initially on residential home building. We believe starting with residential construction in a new market gives us large, multi-phase opportunities with the ability to establish our service reputation, which can help in other adjacent cities in the future. We start with core site preparation services, such as underground capabilities like drilling and blasting, wet utility work (wastewater, fresh water and storm drainage), electrical utility conduit lines and grading.

• Capturing additional service lines and continued vertical integration. By adding capabilities that are complementary to our core construction competencies, we are able to improve our breadth of ~~service~~services to our ~~customer~~customers and improve our Gross Profit Margin opportunities, more effectively compete for contracts and compete for contracts that might not otherwise be available to us. These capabilities may be through internal efforts or small, tuck-in acquisitions. Some of these additional capabilities include paving, asphalt plants, CCTV inspection, drilling and blasting and concrete work.

71• Expanding the customer mix. While the initial activity in a market focuses on residential site preparation, once our full capabilities are close to complete, we can more effectively seek out other customers within the commercial, industrial, retail and state infrastructure markets.

• Expanding into adjacent markets. As an example, we started in Raleigh, NC. We entered the Charlotte market in 2023 via a small acquisition and now Charlotte is roughly 21% of our total revenue and growing faster than Raleigh for the twelve months ended December 31, 2025. We entered the Greensboro, NC market in 2024, expanded further into this market in 2025, and have entered the Georgia market in February 2026 with the acquisition of ALGC. We believe we have opportunities to expand our presence in Wilmington, NC, South Carolina and Georgia as well as into Tennessee and Florida.

• Continuing to Develop Our Employees. We believe that our employees are key to the successful implementation of our business strategy, and we will continue allocating significant resources in order to attract and retain talented managers and supervisory and field personnel.

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and compete for contracts that might not otherwise be available to us. These capabilities may be through internal efforts or small, tuck-in acquisitions. Some of these additional capabilities include paving, asphalt plants, CCTV inspection, drilling and blasting and concrete work.

• Expanding the customer mix. While the initial activity in a market focuses on residential site preparation, once our full capabilities are close to complete, we can more effectively seek out other customers within the commercial, industrial, retail and state infrastructure market.

• Expanding into adjacent markets. As an example, we started in Raleigh, NC. We entered the Charlotte market in 2023 via a small acquisition and now Charlotte is roughly 17% of our total revenue and growing faster than Raleigh for the twelve months ended June 30, 2025. We entered the Greensboro, NC market in 2024 and expanded further into this market via a small acquisition in 2025. Additional market opportunities include Wilmington, NC, Columbia, SC, Charleston, SC, Greenville, SC, Savannah, GA, Knoxville, TN and Nashville, TN.

• Continue to Develop Our Employees. We believe that our employees are key to the successful implementation of our business strategy, and we will continue allocating significant resources in order to attract and retain talented managers and supervisory and field personnel.

Reorganization Transactions

The historical results of operations discussed in this section are those of Cardinal prior to the completion of the Transactions, including this offering, and do not reflect certain items that we expect will affect our results of operations and financial position after giving effect to the Reorganization, including this offering and the use of proceeds from this offering.

Following the completion of the Reorganization, Cardinal will become the sole managing member of Cardinal. Although we will have a minority economic interest in Cardinal, we will have the sole voting interest in, and control of the business and affairs of, Cardinal. As a result, Cardinal Group Inc. will consolidate Cardinal and record a significant noncontrolling interest in a consolidated entity in Cardinal Group Inc.’s consolidated financial statements for the economic interest in Cardinal held by the Continuing Equity Holders. Immediately after the Reorganization, investors in this offering will collectively own % of our outstanding Class A Common Stock, consisting of shares (or shares if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock), Cardinal Group will own LLC Units (or LLC Units if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock), representing % of the LLC Units (or % if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock) and the Continuing Equity Holders will collectively own LLC Units, representing % of the LLC Units (or LLC Units, representing % if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock). Accordingly, net income attributable to non-controlling interest will represent % of the operating income before interest income (expense) of Cardinal Group (or % if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock). Cardinal Group is a holding company that conducts no operations and, as of the consummation of this offering, its principal asset will be LLC Units we purchase from Cardinal. As a result, the historical consolidated financial data may not give you an accurate indication of what our actual results would have been if the transactions described in “Our Organizational Structure” had been completed at the beginning of the periods presented or of what our future results of operations are likely to be. See “Our Organizational Structure.”

After consummation of the Reorganization, Cardinal Group will become subject to U.S. federal, state, and local income taxes with respect to our allocable share of taxable income of Cardinal and will be taxed at the prevailing corporate tax rates. In addition to tax expenses, we also will incur expenses related to our status as a public company, plus payment obligations under the Tax Receivable Agreement, which we expect to be significant. We intend to cause Cardinal to make distributions to us in an amount sufficient to allow us to pay these expenses and fund any payments due under the Tax Receivable Agreement. See “Certain Relationships and Related Party Transactions — Cardinal Operating Agreement” and “Unaudited Pro Forma Condensed Consolidated Financial Information” for further discussion on the Tax Receivable Agreement, our tax treatment, and the comparability differences between our current and future financial statements.

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Other Factors Impacting Results of Operations

Backlog (period end)

Backlog at period end represents our estimate of future revenue from our construction contracts. We add the revenue value of new contracts to backlog when secured through negotiated private transactions or when we are the low bidder on a public sector contract and management determines there are no apparent impediments to award. As work progresses, backlog is adjusted to reflect changes in estimated quantities under fixed unit price contracts, as well as to reflect changed conditions, change orders and other variations from initially anticipated contract revenues and costs, including completion penalties and bonuses. Revenue recognized on contracts and contracts cancellations are deducted from backlog.

Backlog is a key operational metric used by management to assess future revenue visibility and anticipated business activity. It is not defined under U.S. GAAP and differs from the remaining performance obligations disclosed in our financial statements under ASC 606. The primary difference is that backlog includes project commitments and signed contracts that have not yet commenced, whereas remaining performance obligations include only contracts for which performance has begun.

While there is uncertainty in the availability and timing of new bid opportunities and the award of new contracts, many of which involve a lengthy and complex design and bidding process, our backlog reflects contracts and commitments that have already been awarded, including certain commitments from customers with whom we have a demonstrated history of successful conversion to executed contracts. See “Risk Factors — Risks Related to Our Business and Industry.” Though backlog provides visibility into potential future revenue, it remains subject to execution risks, including potential cancellation, scope changes, permitting delays, and deferred start dates. As a result, the timing and amount of revenue ultimately realized from backlog may differ from our current estimates, and backlog at any point in time should not be viewed as a guarantee of future revenue or profitability. See “Risk Factors — Risks Related to Our Business and Industry.”

The table below summarizes our project backlog at the dates indicated, categorized by stage of commitment. Categories range from projects in progress under executed contracts to early-stage awards with varying levels of customer commitment. Detailed descriptions of each category follow the table.

June 30, 2025

December 31, 2024

June 30, 2024

December 31, 2023

March 31, 2026

March 31, 2025

December 31, 2025

December 31, 2024

Signed contracts

~~540~~570,000,000

~~351~~453,000,000

~~387~~530,000,000

~~284~~351,000,000

Letters of intent and issued contracts

~~103~~284,000,000

~~161~~79,000,000

~~151~~152,000,000

~~117~~161,000,000

Total backlog

~~643~~854,000,000

~~512~~532,000,000

~~538~~682,000,000

~~401~~512,000,000

Our signed contracts comprise executed agreements covering both active projects in which performance has begun and projects for which performance has not yet commenced. Our letters of intent and issued contracts represent arrangements in which the parties have reached agreement on principal terms, evidenced either by a signed letter of intent or by issuance of a written contract pending execution. Substantially all of the contracts in our backlog may be canceled at the election of the customer; however, neither our backlog nor our results of operations have been materially adversely affected by contract cancellations or modifications in the past. See “Business — Contracts — Contract Management Process.”

The table below summarizes backlog by customer type and contract pricing method as of the dates indicated:

	June 30, 2025		December 31, 2024		June 30, 2024		December 31, 2023
	March 31, 2026		March 31, 2025		December 31, 2025		December 31, 2024
Private sector, lump sum	$	~~597~~766,000,000	$	~~479~~505,000,000	$	~~533~~600,000,000	$	~~395~~479,000,000
Private sector, fixed unit price		1455,000,000		2016,000,000		—45,000,000		—20,000,000
Public sector, fixed unit price		3233,000,000		1311,000,000		537,000,000		613,000,000
Total backlog	$	~~643~~854,000,000	$	~~512~~532,000,000	$	~~538~~682,000,000	$	~~401~~512,000,000

Our lump sum contracts require us to perform a defined scope of work for a stated total price. Under this structure, we bear the economic risk of cost overruns or efficiencies, and actual profit may differ from initial estimates. Our fixed unit price contracts provide for payment of a specified amount per contractual unit of measure, with total revenue determined by the actual quantities completed. Our private sector customers are non-government entities, consisting primarily of residential homebuilders. Our public sector customers are governmental agencies, such as state and federal departments of transportation.54

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WeOur ~~expect~~lump tosum ~~recognize~~contracts ~~between~~require ~~$400~~us ~~million~~to ~~and~~perform ~~$450~~a ~~million~~defined scope of ~~our~~work ~~backlog~~for ~~within~~a ~~the~~stated ~~twelve~~total ~~months~~price. ~~following~~Under ~~June~~this 30structure, ~~2025.~~we ~~This~~bear ~~estimated~~the ~~range~~economic isrisk ~~based~~of oncost ~~existing~~overruns ~~project~~or ~~schedules~~inefficiencies, and ~~other~~actual ~~current~~profit ~~assumptions.~~may ~~Actual~~differ ~~timing~~from ~~and~~initial ~~amounts~~estimates. ~~may~~Our ~~differ~~fixed ~~materially~~unit ~~due~~price tocontracts ~~factors~~provide ~~such~~for aspayment ~~changes~~of ina ~~project~~specified ~~scope~~amount orper ~~schedules,~~contractual ~~weather-related~~unit orof ~~customer-driven delays~~measure, ~~and~~with ~~contract~~total ~~terminations.~~revenue Indetermined ~~addition~~by to the ~~revenues~~actual wequantities ~~expect~~completed. toOur ~~recognize~~private ~~from~~sector ~~our~~customers ~~existing~~are ~~backlog~~non-government entities, weconsisting ~~anticipate~~primarily ~~generating~~of ~~additional~~residential ~~revenues~~homebuilders. ~~during~~Our ~~the~~public ~~same~~sector ~~period~~customers ~~from~~are ~~new~~governmental ~~project awards~~agencies, ~~renewals,~~such as state and ~~the~~federal ~~conversion~~departments of ~~verbal or other preliminary commitments into executed contracts~~transportation.

~~The~~We ~~following~~expect ~~table~~to ~~presents~~recognize abetween ~~rollforward~~$702 million and $776 million of our backlog atwithin the ~~periods~~twelve months ~~indicated~~following March 31, 2026. ~~The~~This ~~rollforwards~~estimated ~~reflects~~range ~~the~~is ~~value~~based ofon ~~new~~existing ~~awards~~project schedules and ~~adjustments~~other current assumptions. Actual timing and amounts may differ materially due to factors such as changes in project scope or schedules, weather-related or customer-driven delays, and contract terminations. In addition to the revenues we expect to recognize from our existing ~~contracts~~backlog, we anticipate generating additional revenues during the same period from new project awards, renewals, and ~~reductions~~the ~~for~~conversion ~~revenue~~of ~~recognized~~verbal asor ~~projects~~other ~~progress~~preliminary commitments into executed contracts.

	Six Months Ended June 30, 2025			Year Ended December 31, 2024			Six Months Ended June 30, 2024
Backlog (Beginning of Period)	$	512,000,000		$	401,000,000		$	401,000,000
Add: New awards and adjustments to existing contracts		319,000,000			426,000,000			291,000,000
Less: Revenue recognized on contracts in progress		(188,000,000	)		(315,000,000	)		(154,000,000	)
Backlog (End of Period)	$	643,000,000		$	512,000,000		$	538,000,000

The following table presents a rollforward of our backlog at the periods indicated. The rollforwards reflect the value of new awards and adjustments to existing contracts, and reductions for revenue recognized as projects progress.

Backlog increased $111 million, from $401 million at December 31, 2023 to $512 million at December 31, 2024, driven primarily by new project awards, partially offset by revenue recognized on contracts in progress. Most of the new awards were in the Raleigh market, supplemented by organic growth and acquisition-related expansion from the 2023 purchase of Monroe in the Charlotte market, as well as organic expansion into the Greensboro market. Backlog growth occurred across all levels of project commitments and was concentrated in private-sector lump sum contracts, largely with residential homebuilders. Compared to December 31, 2023, a greater share of backlog at December 31, 2024 was expected to convert to revenue in one to two years, reflecting our strategy of pursuing projects with longer anticipated lead times to support planned crew expansion, equipment purchases, and evolving market demand.

	March 31, 2026			March 31, 2025			December 31, 2025			December 31, 2024
Opening backlog	$	682,000,000		$	512,000,000		$	512,000,000		$	401,000,000
Add: New awards and adjustments to existing contracts		340,000,000			102,000,000			624,000,000			426,000,000
Less: Revenue recognized on contracts in progress		(168,000,000	)		(82,000,000	)		(454,000,000	)		(315,000,000	)
Ending backlog	$	854,000,000		$	532,000,000		$	682,000,000		$	512,000,000

~~Backlog~~The ~~increased~~increase ~~$137 million,~~in ~~from~~backlog ~~$401 million~~was atprimarily ~~December 31, 2023~~due to ~~$538 million at June 30, 2024, driven primarily by~~ new project awards, partially offset by revenue recognized on contracts in progress. ~~Most~~The ofincrease ~~the~~in new project awards ~~were~~was inacross the ~~Raleigh~~Company’s ~~market~~Greensboro, ~~supplemented~~Raleigh ~~by organic growth~~ and ~~acquisition-related expansion from the 2023 purchase of Monroe in the~~ Charlotte ~~market.~~markets ~~Backlog~~primarily ~~growth~~due ~~was~~to ~~concentrated~~organic ~~in private-sector lump sum contracts~~growth, ~~largely~~but ~~with~~also ~~residential~~as ~~homebuilders.~~a Asresult of ~~June~~the ~~30, 2024,~~2025 aacquisitions ~~greater proportion~~ of ~~backlog~~Purcell, ~~was~~Page ~~expected~~and toRed ~~convert~~Clay. toBacklog ~~revenue~~growth inwas ~~one~~also todriven ~~two~~by ~~years~~signed orcontracts ~~beyond~~that ~~compared~~converted tofrom ~~December 31, 2023,~~letters ~~reflecting our strategy~~ of ~~pursuing~~intent, ~~projects~~supported ~~with~~by ~~longer~~our ~~anticipated~~investments ~~lead~~in ~~times~~equipment toand ~~support~~work ~~planned~~crews ~~crew~~through ~~expansion,~~both ~~equipment~~organic ~~purchases,~~ and ~~evolving~~acquisition-related ~~market demand~~purchases.

~~Backlog~~The ~~increased~~backlog ~~$131~~increase ~~million, from $512 million~~ at December 31, ~~2024 to $643 million at June 30,~~ 2025, ~~primarily~~was ~~due~~concentrated toin ~~new~~private-sector ~~project~~lump ~~awards,~~sum ~~partially offset by revenue recognized on~~ contracts, inprimarily ~~progress.~~with ~~Most~~residential ~~new awards were in the Charlotte market~~homebuilders, ~~reflecting~~but ~~both~~also ~~organic~~included ~~growth and acquisition-related expansion from the January 2025 purchase of Purcell. Additional growth came from~~ a ~~combination~~notable of188% ~~organic~~increase ~~expansion and the May 2025 acquisition of Page~~ in ~~the~~public-sector ~~Greensboro~~awards ~~market.~~to ~~Backlog~~$37 million ~~growth~~as ~~was~~we ~~also~~expanded ~~driven~~public byinfrastructure ~~signed~~services ~~contracts that converted from letters of intent, supported by our investments~~ in ~~equipment~~existing ~~and work crews through both organic and acquisition-related purchases~~markets.

The backlog increase at June 30, 2025 was concentrated in private-sector lump sum contracts, primarily with residential homebuilders, but also included a notable 146% increase in public-sector awards to $32 million as we continued to expand public infrastructure services in existing markets.

Non-GAAP Financial Measures

In addition to our results determined in accordance with GAAP, we have provided information in this prospectus relating to Adjusted Gross Profit, Adjusted Gross Profit Margin, EBITDA, Adjusted EBITDA, EBITDA Margin and Adjusted EBITDA Margin. We believe Adjusted Gross Profit, Adjusted Gross Profit Margin, 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.

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There are limitations to the use of the non-GAAP financial measures presented in this prospectus. For example, Adjusted Gross Profit, Adjusted Gross Profit Margin, 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.

We define Adjusted Gross Profit as total revenue less cost of sales, exclusive of depreciation and amortization. Adjusted Gross Profit Margin represents Adjusted Gross Profit as a percentage of total revenue. We include these measures as supplemental disclosures because they are primary metrics used by management to evaluate revenue and cost of sales performance, exclusive of depreciation and amortization, which are non-cash charges related to assets acquired or constructed in prior periods.

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We believe Adjusted Gross Profit Margin is useful because it focuses on the current operating performance of our projects and excludes the impact of historical asset costs, indirect costs associated with selling, general and administrative activities, financing methods, and income taxes. In addition, depreciation and amortization may not reflect the current costs required to maintain and replace the operational capacity of our assets.

Adjusted Gross Profit and Adjusted Gross Profit Margin are non-GAAP measures and should not be considered as alternatives to, or more meaningful than, Gross Profit, net income, or any other measure calculated in accordance with GAAP. Our calculations of these measures may differ from similarly titled measures used by other companies and, therefore, may not be comparable.

Adjusted Gross Profit has certain material limitations as compared to Gross Profit, primarily because it excludes certain costs that are necessary to operate our business. These include depreciation and amortization, interest expense, and selling, general and administrative expenses. Because we intend to finance a portion of our operations through borrowings, interest expense is a necessary element of our costs and our ability to generate revenue. Similarly, because we use capital assets, depreciation expense is a necessary element of our costs and our ability to generate revenue, and SG&A activities are necessary to support our operations and required corporate functions. To compensate for these limitations, management uses this non-GAAP measure only as a supplemental measure to GAAP results to provide a more complete understanding of our performance.

We define Adjusted Gross Profit Margin as Adjusted Gross Profit as a percentage of revenue. The table directly below reconciles Adjusted Gross Profit to Gross Profit, the most directly comparable to GAAP measure and shows Gross Profit calculated as revenues less cost of revenues (excluding depreciation and amortization) and depreciation and amortization expense. While Gross Profit is not presented as a separate line item or subtotal in our audited financial statements for the years ended December 31, 2025, 2024 and 2023, we present Gross Profit in the ~~below~~ table below solely to facilitate the reconciliation of Adjusted Gross Profit, a non -GAAP measure, to the most directly comparable GAAP measure.

	Six months ended June 30,						Years ended December 31,
	Three months ended March 31,						Year ended December 31,
	2025			2024			2024			2023
	2026			2025			2025			2024
Revenues	$	~~187~~167,~~912~~508,~~174~~716		$	~~153~~81,~~914~~801,~~275~~265		$	~~315~~456,~~187~~045,~~523~~369		$	~~247~~315,~~924~~187,~~063~~523
Cost of revenues, exclusive of depreciation and amortization shown separately		(~~148~~133,~~789~~319,~~325~~083	)		(~~119~~65,~~882~~277,~~460~~978	)		(~~249~~359,~~888~~897,~~575~~579	)		(~~199~~249,~~080~~888,~~030~~575	)
Depreciation and amortization expense		(149,~~486~~269,~~834~~758	)		(86,~~673~~598,~~269~~841	)		(1832,~~663~~374,~~746~~761	)		(1318,~~181~~663,~~191~~746	)
Gross Profit	$	24,~~636~~919,~~015~~875		$	259,~~358~~924,~~546~~446		$	4663,~~635~~773,~~202~~029		$	3546,~~662~~635,~~842~~202
Depreciation and amortization expense		149,~~486~~269,~~834~~758			86,~~673~~598,~~269~~841			1832,~~663~~374,~~746~~761			1318,~~181~~663,~~191~~746
Adjusted Gross Profit	$	3934,~~122~~189,~~849~~633		$	3416,~~031~~523,~~815~~287		$	6596,~~298~~147,~~948~~790		$	4865,~~844~~298,~~033~~948
Gross Profit Margin %		1314.19	%		1612.51	%		14.80	%		14.48	%
Adjusted Gross Profit Margin %		20.84	%		2220.12	%		2021.71	%		1920.7	%

75We define EBITDA as net income for the period adjusted for interest expense, net income tax expense, depreciation and amortization expense. Adjusted EBITDA further adjusts EBITDA for certain expenses associated with non-routine transactions, including (i) transaction fees and acquisition-related costs incurred in connection with acquisitions and planned acquisitions, (ii) non-routine costs associated with legal matters in which the Company is a defendant, (iii) certain consulting and recruiting costs related to acquisitions and public company readiness, (iv) non-routine revenue impact from customer claims, (v) non-routine loss on extinguishment and refinancing costs, (vi) stock-based compensation, (vii) non-routine IPO related travel and compensation, and (viii) other non-routine gains and charges that we do not believe reflect our underlying business performance. We define EBITDA Margin as

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~~We define~~ EBITDA as net income for the period adjusted for interest expense, net income tax expense, depreciation and amortization expense. Adjusted EBITDA further adjusts EBITDA for certain expenses associated with non-routine transactions. We define EBITDA Margin as EBITDA as a percentage of revenue, and Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of revenue. 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:

	Six months ended June 30,						Years ended December 31,
	Three months ended March 31,						Year ended December 31,
	2025			2024			2024			2023
	2026			2025			2025			2024
Net income	$	1611,~~091~~481,~~872~~036		$	166,~~666~~641,~~544~~745		$	2831,~~297~~093,~~234~~483		$	2428,~~296~~297,~~792~~234
Interest expense, net		2,~~607~~245,~~468~~876			21,~~246~~026,~~697~~276			46,~~828~~825,~~058~~542			34,~~990~~828,~~288~~058
Income tax expense		~~714~~1,~~261~~053,229			~~785,334~~—			1,~~352~~966,~~509~~678			—1,352,509
Depreciation and amortization expense		149,~~486~~269,~~834~~758			86,~~673~~598,~~269~~841			1832,~~663~~374,~~746~~761			1318,~~181~~663,~~191~~746
EBITDA	$	3324,~~900~~049,~~435~~899		$	2814,~~371~~266,~~844~~862		$	5372,~~141~~260,~~547~~464		$	4153,~~468~~141,~~271~~547
Transaction fees and acquisition-related costs(1)		~~223~~2,~~644~~318,645			~~245~~155,~~170~~227			~~454~~792,~~761~~966			1454,~~195,416~~761
Legal matters(2)		—			~~618,594~~—			~~620,221~~—			6620,~~352~~221
Transition and consulting arrangements(3)		~~150~~117,~~000~~832			~~390~~150,000			~~390~~150,000			~~394~~390,~~362~~000
Customer claims(4)		—			—			~~525,000~~—			—525,000
Loss on extinguishment and refinancing costs(5)		—			—			~~1,389,901~~—			—1,389,901
Other(6)		708			47,202			16,690			3,385
Stock-based compensation		191,852			—			5,868,592			—
Adjusted EBITDA	$	34,274,787		$	29,672,810		$	56,538,120		$	43,067,786
Non-recurring IPO related travel and compensation					—			2,342,026			—
Net Income Margin(7)		8.6	%		10.8	%		9.0	%		9.8	%
Other(6)		121,739			486			51,874			16,690
EBITDA Margin(7)		18.0	%		18.4	%		16.9	%		16.7	%
Adjusted EBITDA	$	26,799,967		$	14,572,575		$	81,465,922		$	56,538,120
Adjusted EBITDA Margin		18.2	%		19.3	%		17.9	%		17.4	%
Net Income Margin(7)		6.9	%		8.1	%		6.8	%		9.0	%
EBITDA Margin(7)		14.4	%		17.4	%		15.8	%		16.9	%
Adjusted EBITDA Margin(7)		16.0	%		17.8	%		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 Cardinal 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 certain other gains and charges that we do not believe reflect our underlying business performance.

(7) Calculated as a percentage of revenue.

~~A detailed discussion of our financial and operating results is presented in the following sections.~~57

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A detailed discussion of our financial and operating results is presented in the following sections.

Results of Operations

Quarter Ended March 31, 2026, Compared to Quarter Ended March 31, 2025

	Three months ended March 31,
	2026		2025
Revenues	$	167,508,716	$	81,801,265
Cost of revenues, (exclusive of depreciation and amortization shown separately below)		133,319,083		65,277,978
General and administrative expenses		10,142,131		2,125,970
Depreciation and Amortization expense		9,269,758		6,598,841
Gain on disposal of property and equipment		(2,397

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