Cardinal Infrastructure Group Completes Asset Acquisition/Disposition

TL;DR

Cardinal Infrastructure Group just closed a deal on assets, filing an 8-K today.

AI Summary

On December 15, 2025, Cardinal Infrastructure Group Inc. (formerly Civil Infrastructure Group Inc. as of August 5, 2025) filed an 8-K to report the completion of an acquisition or disposition of assets. The filing also includes financial statements and exhibits related to this event. The company is incorporated in Delaware and headquartered in Raleigh, North Carolina.

Why It Matters

This filing indicates a significant corporate action, potentially altering the company's asset base and strategic direction, which could impact its future financial performance.

Risk Assessment

Risk Level: medium — Acquisitions or dispositions of assets can introduce significant financial and operational risks, depending on the nature and scale of the transaction.

Key Numbers

• 001-43004 — Commission File Number (Identifies the company's SEC filing history)
• 39-3180206 — I.R.S. Employer Identification Number (Company's tax identification number)

Key Players & Entities

• Cardinal Infrastructure Group Inc. (company) — Registrant
• Civil Infrastructure Group Inc. (company) — Former company name
• August 5, 2025 (date) — Date of name change
• December 15, 2025 (date) — Date of report and earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Raleigh, North Carolina (location) — Principal business address

FAQ

Key Financial Figures

• $0.0001 — f each exchange Class A Common Stock, $0.0001 Par Value CDNL The Nasdaq Stock Mar
• $40.0 million — a total consideration of approximately $40.0 million consisting of (i) $39.0 million in cash
• $39.0 million — imately $40.0 million consisting of (i) $39.0 million in cash and (ii) the assumption of appr
• $1.0 million — nd (ii) the assumption of approximately $1.0 million of liabilities. The foregoing descript
• $44.9 million — ember 31, 2024, Red Clay had revenue of $44.9 million and net income of $3.1 million and, for
• $3.1 million — enue of $44.9 million and net income of $3.1 million and, for the nine months ended Septembe
• $37.1 million — ember 30, 2025, Red Clay had revenue of $37.1 million and net income of $1.6 million. In conn
• $1.6 million — enue of $37.1 million and net income of $1.6 million. In connection with the Acquisition, ce
• $5.8 million — pany, having an estimated fair value of $5.8 million. For the year ended December 31, 2024,
• $17.8 m — the Company had Pro Forma Net Income of $17.8 million, Pro Forma EBITDA of $51.7 millio
• $51.7 million — e of $17.8 million, Pro Forma EBITDA of $51.7 million and Adjusted Pro Forma EBITDA of $62.0
• $62.0 million — illion and Adjusted Pro Forma EBITDA of $62.0 million. For the nine months ended September 30
• $24.3 m — the Company had Pro Forma Net Income of $24.3 million, Pro Forma EBITDA of $58.1 millio
• $58.1 million — e of $24.3 million, Pro Forma EBITDA of $58.1 million and Adjusted Pro Forma EBITDA of $60.4
• $60.4 million — illion and Adjusted Pro Forma EBITDA of $60.4 million. We define Pro Forma EBITDA as Pro Form

Filing Documents

• ea0268765-8k_card.htm (8-K) — 66KB
• ea026876501ex23-1_card.htm (EX-23.1) — 2KB
• ea026876501ex99-1_card.htm (EX-99.1) — 146KB
• ea026876501ex99-2_card.htm (EX-99.2) — 78KB
• ea026876501ex99-3_card.htm (EX-99.3) — 631KB
• 0001213900-25-121729.txt ( ) — 1175KB
• cdnl-20251215.xsd (EX-101.SCH) — 3KB
• cdnl-20251215_lab.xml (EX-101.LAB) — 33KB
• cdnl-20251215_pre.xml (EX-101.PRE) — 22KB
• ea0268765-8k_card_htm.xml (XML) — 4KB

01 Other Events

Item 8.01 Other Events Red Clay is a provider of asphalt paving, concrete contracting, concrete reclamation and soil stabilization in North Carolina. For the year ended December 31, 2024, Red Clay had revenue of $44.9 million and net income of $3.1 million and, for the nine months ended September 30, 2025, Red Clay had revenue of $37.1 million and net income of $1.6 million. In connection with the Acquisition, certain employees of Red Clay received grants of equity unit interests in Cardinal Civil Contracting Holdings LLC (" Cardinal "), a wholly-owned subsidiary of the Company, having an estimated fair value of $5.8 million. For the year ended December 31, 2024, the Company had Pro Forma Net Income of $17.8 million, Pro Forma EBITDA of $51.7 million and Adjusted Pro Forma EBITDA of $62.0 million. For the nine months ended September 30, 2025, the Company had Pro Forma Net Income of $24.3 million, Pro Forma EBITDA of $58.1 million and Adjusted Pro Forma EBITDA of $60.4 million. We define Pro Forma EBITDA as Pro Forma Net Income for the period adjusted for interest expense, net income tax expense, depreciation and amortization expense. Pro Forma Adjusted EBITDA further adjusts Pro Forma EBITDA for certain expenses associated with the transaction and certain non-recurring expenses of Red Clay, including: (i) excluding the non-cash expense related to the issuance of equity unit interests in Cardinal related to the Red Clay Acquisition, (ii) the elimination of non-recurring aviation and travel expenses reflected within General and Administrative costs and Cost of Revenue, (iii) the elimination of non-recurring compensation costs reflected within General and Administrative costs offset against (iv) additional incremental rent expense for Red Clay expected to be recognized within General and Administrative costs. We define EBITDA Margin as EBITDA as a percentage of revenue, and Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of revenue. We believe EBITDA, Adju

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. Red Clay's audited consolidated financial statements as of and for the year ended December 31, 2024 and unaudited condensed consolidated financial 8-K and incorporated herein by reference. Such financial statements of Red Clay were prepared in accordance with U.S. generally accepted accounting principles as issued by the Financial Accounting Standards Board. (b) Pro Forma Financial Information. The unaudited pro forma condensed consolidated financial information as of September 30, 2025 and for the nine months ended September 30, 2025, and for the year ended December 31, 2024, related to the Company's acquisition of Red Clay are attached as Exhibit 99.3 to this Form 8-K and incorporated herein by reference. 3 (d) Exhibits. Exhibit Number Description 2.1* Asset Purchase Agreement, dated October 1, 2025, by and among Aviator Paving Company Charlotte, LLC, a North Carolina limited liability company and James C. Smith, a resident of Charlotte, North Carolina and Red Clay Industries, Inc., a North Carolina corporation (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-1 (File No. 333-290850) filed on October 14, 2025). 23.1 Consent of Thomas Judy & Tucker P.A. 99.1 Audited consolidated financial 99.2 Unaudited condensed consolidated financial statements of Red Clay Industries, Inc. as of September 30, 2025 and for the nine months ended September 30, 2025 and the notes related thereto. 99.3 Unaudited pro forma condensed consolidated financial information of the Company as of September 30, 2025 and for the nine months ended September 30, 2025 and for the year ended December 31, 2024. 104 Cover

View Full Filing

View this 8-K filing on SEC EDGAR