Cardinal Infrastructure Group INC. 8-K Filing

Ticker: CDNL · Form: 8-K · Filed: Dec 12, 2025 · CIK: 2079999

Sentiment: neutral

Filing Stats: 1,245 words · 5 min read · ~4 pages · Grade level 10.7 · Accepted 2025-12-12 16:21:33

Key Financial Figures

Filing Documents

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The information set forth under Item 5.03 below is incorporated by reference in this Item 3.03. Item5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 9, 2025, the Company's Amended and Restated Certificate of Incorporation (the " Charter "), in the form previously filed as Exhibit 3.3 to the Registration Statement, and the Company's Amended and Restated Bylaws (the " Bylaws "), in the form previously filed as Exhibit 3.4 to the Registration Statement, became effective. The Charter, among other things, provides that the Company's authorized capital stock consists of 500,000,000 shares of Class A Common Stock, 500,000,000 shares of Class B Common Stock and 10,000,000 shares of preferred stock. A description of the Company's capital stock, after giving effect to the adoption of the Charter and Bylaws, has previously been reported by the Company in the Registration Statement. The foregoing descriptions of the Charter and the Bylaws do not purport to be complete and are qualified in their entirety by reference to the full text of the Charter and Bylaws, which were previously filed by the Company with the Commission in its Registration Statement on Form S-8 (File No. 333-292034) and are incorporated herein by reference. Item8.01. Other Events. On December 11, 2025, the Company completed the Offering 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 Company 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 to the Company from the initial public offering, including the exercise in full of the sale of the additional shares, were approximately $277.7 million, before deducting underwriting discounts and commissions. Item 9.01. Finan

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