Form 8-K

8-K — Cardinal Infrastructure Group Inc.

Accession: 0001193125-26-343397

Filed: 2026-08-11

Period: 2026-08-11

CIK: 0002079999

SIC: 1600 (HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — cdnl-20260811.htm (Primary)

EX-99.1 (cdnl-ex99_1.htm)

EX-99.2 (cdnl-ex99_2.htm)

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8-K

8-K (Primary)

Filename: cdnl-20260811.htm · Sequence: 1

8-K

0002079999false00020799992026-08-112026-08-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 11, 2026

Cardinal Infrastructure Group Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-43004

39-3180206

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

100 E. Six Forks Road, #300

Raleigh, North Carolina

27609

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 919 324-1964

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.0001 Par Value

CDNL

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☒

Item 2.02 Results of Operations and Financial Condition.

On August 11, 2026, Cardinal Infrastructure Group Inc. (the “Company”) issued a press release announcing its financial results of operations for the quarter ended June 30, 2026, and other related information. Also on August 11, 2026, the Company made available on its website at www.cardinalinfrastructuregroup.com certain supplemental information concerning the Company’s financial results and operations for the quarter ended June 30, 2026. Copies of such press release and supplemental information are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

In accordance with General Instructions B.2 and B.6 of Form 8-K, the information included in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure.

The disclosure contained in Item 2.02 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

Press Release, Dated August 11, 2026

99.2

Investor Presentation, Dated August 11, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CARDINAL INFRASTRUCTURE GROUP INC.

Date:

August 11, 2026

By:

/s/ Mike Rowe

Mike Rowe

Chief Financial Officer

EX-99.1

Filename: cdnl-ex99_1.htm · Sequence: 2

EX-99.1

Cardinal Infrastructure Group Inc. Reports Second Quarter 2026 Results and Updates 2026 Outlook, Announces Acquisition of Allied Paving

Raleigh, NC – August 11, 2026 – Cardinal Infrastructure Group Inc. (NASDAQ: CDNL) (“Cardinal” or the “Company”), today announced the Company’s second quarter and year-to-date 2026 financial results, updated guidance for the full year 2026 and the acquisition of Allied Paving out of Atlanta.

Financial Highlights*:

•

Record quarterly revenue of $226.9 million; up 114% year-over-year; up 64% organically

•

Year-to-date revenue of $394.4 million; up 110% year-over-year; up 64% organically

•

Second quarter adjusted EBITDA of $28.1 million; up 43% year-over-year

•

Year-to-date adjusted EBITDA of $54.9 million; up 60% year-over-year

•

Backlog as of June 30, 2026 was $866 million; up 35% from the prior year

•

Raising 2026 revenue guidance to $880-$900 million; midpoint increases by $210 million

Allied Paving Acquisition:

•

$108 million in acquired annual revenue at 20.3% adjusted EBITDA margin

•

Highly accretive purchase at 5.5x adjusted EBITDA

•

Third acquisition of 2026, supporting further verticalization in the Atlanta market

*See “Non-GAAP Financial Measures” below for a discussion of our use of Non-GAAP financial measures in this release and reconciliations to the most directly comparable GAAP financial measures.

“This was one of the strongest growth quarters in Cardinal's history," said Jeremy Spivey, Chairman and Chief Executive Officer. "We delivered record revenue, our backlog climbed to an all-time high, and today we announced Allied Paving, our ninth acquisition since 2021, following Piedmont Pipe in Charlotte in May. Keeping pace with this level of customer demand, and investing to capture the opportunity it represents, cost more than we expected this quarter, resulting in margins below plan."

"Demand across our footprint remains exceptionally strong, a direct reflection of how differentiated Cardinal's turnkey offering is in this market. That strength is why we're both raising our full-year revenue guidance, to a midpoint reflecting over 95% growth from 2025, and accelerating our investment in corporate infrastructure to fully capture the opportunity in front of us, which reshapes our 2026 margin outlook. Even so, our conviction in this platform's medium-term profitability is unchanged, and we still see a clear path to grow margins from here," continued Spivey. "The runway in front of Cardinal remains significant, and we remain focused on executing for our customers, our employees and our shareholders.”

Second Quarter Results:

Cardinal reported revenue of $226.9 million for the second quarter 2026, an increase of 114% compared to $106.1 million in the second quarter of 2025. Growth was driven by organic expansion of 64%, as well as contributions from acquisitions completed in late 2025, ALGC, and Piedmont Pipe. These results reflect continued growth and market share gains across our footprint, as well as continued diversification of our end-market mix, with continued strength in residential alongside expanding contributions from commercial, industrial, mission critical and retail projects.

Gross profit for the quarter was $24.5 million, or 10.8% gross profit margin, compared to $14.7 million and 13.9% in the second quarter of 2025. Adjusted gross profit was $36.0 million, or 15.9% adjusted gross profit margin, compared to $22.6 million or 21.3% in the prior year. Adjusted gross profit margin was impacted by increased subcontracted labor and equipment rental costs in certain developing markets, reflecting both customer demand and an intentional shift toward a more diversified, less residential-weighted project mix.

Intense weather-related disruptions in parts of the Southeast further weighed on results. The Company expects to recover a portion of these costs in the second half of 2026 as project deployment schedules progress.

Net income increased 18% to $11.1 million, compared to $9.4 million in the second quarter of 2025. EBITDA was $25.2 million for the quarter, representing an EBITDA margin of 11.1%, compared to $19.6 million and 18.5% in the prior year. Adjusted EBITDA for the second quarter was $28.1 million, reflecting Adjusted EBITDA margin of 12.4%, compared to $19.7 million and 18.6% in the second quarter of 2025. The change in Adjusted EBITDA margin reflects increased, accelerated, general and administrative expenses associated with continued investment across the Company's maturing corporate function and scaling operational footprint, in addition to the gross margin dynamics outlined above.

Year-To-Date Results:

For the six months ended June 30, 2026, Cardinal reported revenue of $394.4 million, an increase of 110% compared to $187.9 million in the same period of 2025. These results reflect 64% organic growth.

Gross profit for the six months ended June 30, 2026 was $49.4 million, or 12.5% gross profit margin, compared to $24.6 million and 13.1% in the same period of 2025. Adjusted gross profit was $70.2 million, or 17.8% adjusted gross profit margin, compared to $39.1 million or 20.8% in the same period of 2025.

Net income increased 41% to $22.6 million, compared to $16.1 million in the same period of 2025. EBITDA was $49.2 million for the six months ended June 30, 2026, representing an EBITDA margin of 12.5%, compared to $33.9 million and 18.0% in the same period of 2025. Adjusted EBITDA for the first half of 2026 was $54.9 million, reflecting Adjusted EBITDA margin of 13.9%, compared to $34.3 million and 18.2% in the same period of 2025.

Backlog

Cardinal's total backlog as of June 30, 2026, was $866 million, a 35% increase from June 30, 2025. The expansion reflects strong bid activity and continued project award momentum across each of Cardinal's markets.

Balance Sheet

As of June 30, 2026, Cardinal had $339.1 million in cash and cash equivalents, compared to $97.1 million in cash and cash equivalents at the end of the prior year. Cash flows from operations increased to $12.7 million for the quarter ended June 30, 2026 compared to $4.2 million in the prior year. Capital expenditures for the quarter ended June 30, 2026, were $24.7 million, excluding acquisitions, compared to $12.2 million in 2025.

Allied Paving Acquisition

Today, the Company entered into an agreement and plan of merger, pursuant to which it will acquire Allied Paving Contractors, Inc. ("Allied"), an Atlanta-based paving and heavy site construction contractor. Total consideration is approximately $120 million, subject to customary post-closing adjustments, consisting of approximately $62 million of cash and Class A Common Stock valued at approximately $58 million, subject, in each case, to adjustments. The shares of Class A Common Stock to be issued in the transaction will be subject to a six month lock-up. The cash portion of the acquisition consideration will be funded with cash on hand.

Allied generates approximately $108 million in annual revenue at a 20.3% Adjusted EBITDA margin. The transaction brings paving capabilities in-house in Atlanta and supports meaningful margin capture and shorter project timelines across the region. The acquisition is expected to be completed in early October.

2026 Consolidated Guidance

Cardinal today increased outlook for the full year 2026:

•

Revenue in the range of $880 million to $900 million

•

Adjusted EBITDA margin of 16% to 18%

The Company’s 2026 guidance reflects management’s current expectations for organic growth and project execution across its core markets and includes the expected contribution of ALGC following the close of that acquisition on February 18, 2026. The guidance is based on current economic conditions and assumes no significant changes in the overall economy or other conditions in the Southeastern United States in 2026. The guidance does not include the potential impact of any future acquisitions, significant weather events or other items outside the ordinary course of business. See “Forward-Looking Statements” below.

Conference Call

Cardinal management will discuss results and outlook during its quarterly investor conference call today starting at 10:30 a.m. ET. The call and accompanying slide presentation will be webcast on the “Events & Presentations” section of Cardinal’s website. A replay of the webcast will be available at the same location shortly after the conclusion of the presentation.

About Cardinal

Cardinal Infrastructure Group Inc. (NASDAQ: CDNL) is one of the Southeast's fastest-growing, full-service infrastructure service providers. The Company delivers integrated civil and site development solutions across high growth markets through a self-performing model supported by skilled labor, specialized fleets and market leading subsidiaries. This model enables efficient, turnkey project execution at scale while maintaining focus on building long-term client relationships. Cardinal's strategy is grounded in operational discipline, market expansion and a commitment to integrity from the ground up.

Contacts

Emily Lear – Director of Investor Relations

Elear@CardinalCivil.com

(984)267-3821

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about the Company's future performance. 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,” “will,” 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. These statements involve risks and uncertainties and Cardinal’s actual results could differ materially from the results expressed or implied by such forward-looking statements. The potential risks, uncertainties and other factors that could cause actual results to differ from those expressed by the forward-looking statements in this press release include, but are not limited to, difficulty in sustaining rapid revenue growth, which may place significant demands on Cardinal’s administrative, operational and financial resources; fluctuations in Cardinal’s revenue and the concentration of Cardinal’s business in the Southeastern United States; Cardinal’s ability to integrate recent acquisitions and achieve anticipated benefits and synergies; expectations regarding backlog and Cardinal’s ability to secure future contracts; expectations regarding demand in the markets that Cardinal serves and in general. Cardinal has based these forward-looking statements largely on its current expectations and projections regarding future events and trends that it believes may affect its business, financial condition and results of operations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section entitled “Risk Factors” in Cardinal’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”), and elsewhere in the Annual Report. Accordingly, you should not rely upon forward-looking statements as predictions of future events. Cardinal cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those projected in the forward-looking statements. Although forward-looking statements reflect the good faith beliefs of Cardinal’s management at the time they are made, forward-looking statements involve known and unknown risks,

uncertainties and other factors which may cause actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. Cardinal undertakes 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 Cardinal or persons acting on its behalf.

Cardinal Infrastructure Group Inc.

Condensed Consolidated Statements of Operations (Unaudited)

Three months ended June 30,

Six months ended June 30,

2026

2025

2026

2025

Revenues

226,934,438

106,110,909

394,443,154

187,912,174

Cost of revenues, excluding depreciation and amortization

190,886,964

83,511,347

324,206,047

148,789,325

General and administrative

9,024,651

2,965,982

19,166,782

5,091,952

Depreciation expense

6,768,987

6,105,814

12,471,397

11,177,155

Amortization expense

4,824,386

1,782,179

8,391,734

3,309,679

Gain on disposal of property and equipment

(48,998

)

—

(51,395

)

(110,945

)

Income from operations

15,478,448

11,745,587

30,258,589

19,655,008

Other expense:

Interest expense, net

(3,466,263

)

(1,581,192

)

(5,712,139

)

(2,607,468

)

Other expense, net

(1,875,001

)

(1,875,001

)

(241,407

)

Total other expense, net

(5,341,264

)

(1,581,199

)

(7,587,140

)

(2,848,875

)

Net income before taxes

10,137,184

10,164,388

22,671,449

16,806,133

Income tax benefit (provision)

1,011,122

(714,261

)

(42,107

)

(714,261

)

Net income

11,148,306

9,450,127

22,629,342

16,091,872

Less: Net income attributable to noncontrolling interests

6,472,939

2,282,422

14,535,537

3,447,186

Net income attributable to Cardinal Infrastructure Group Inc.

4,675,367

7,167,705

8,093,805

12,644,686

Earnings per share(1):

Basic

0.30

0.53

Diluted

0.26

0.53

Weighted average shares of Class A common stock outstanding(1):

Basic

15,586,953

15,349,112

Diluted

43,127,603

15,353,808

(1) Represents earnings per share of Class A common stock and weighted-average shares of Class A common stock outstanding for the period following the recapitalization transactions and IPO

Cardinal Infrastructure Group Inc.

Condensed Consolidated Balance Sheets (Unaudited)

Three Months Ended

ASSETS

June 30, 2026

Dec. 31,2025

Current assets:

Cash

339,092,289

97,149,425

Accounts receivable, net

114,413,290

61,282,268

Contract assets

98,171,438

54,894,260

Prepaid expenses

2,099,136

1,892,615

Other assets

1,306,912

432,584

Total current assets

555,083,065

215,651,152

Property and equipment, net

150,212,265

84,901,602

Operating lease right-of-use assets

20,664,409

8,929,742

Goodwill

133,216,343

23,510,649

Intangible assets, net

101,851,956

15,513,692

Deferred tax assets

52,888,382

46,080,518

Other non-current assets

554,739

—

Total assets

1,014,471,159

394,587,355

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Current portion of notes payable

10,970,395

6,128,674

Current portion of finance lease liabilities

3,433,406

3,349,359

Current portion of operating lease liabilities

6,187,695

3,814,686

Accounts payable

111,988,244

60,600,099

Accrued expenses

11,486,477

2,956,314

Deferred consideration payable

1,200,000

3,966,618

Contract liabilities

9,230,997

10,831,564

Total current liabilities

154,497,214

91,647,314

Notes payable, less current portion, net of unamortized debt issuance costs

186,069,703

113,152,864

Finance lease liabilities, less current portion

4,071,911

4,974,309

Operating lease liabilities, less current portion

16,886,049

5,851,516

Tax receivable agreement liability

47,156,582

39,423,529

Contingent consideration

12,300,000

—

Total liabilities

420,981,459

255,049,532

Stockholders' equity

Preferred stock, $0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of June 30, 2026 and December 31, 2025

—

Class A common stock, $0.0001 par value, 500,000,000 shares authorized; 20,238,610 and 14,947,318 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

2,025

1,495

Class B common stock, $0.0001 par value, 500,000,000 shares authorized; 27,234,449 and 23,387,813 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

2,723

2,339

Additional paid-in capital

236,061,238

57,593,814

Retained earnings

8,957,398

863,593

Accumulated other comprehensive income

33,630

—

Total Cardinal Infrastructure Group Inc. stockholders' equity

245,057,014

58,461,241

Noncontrolling interests

348,432,686

81,076,582

Total equity

593,489,700

139,537,823

Total liabilities and stockholders' equity

1,014,471,159

394,587,355

Cardinal Infrastructure Group Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

Six months ended June 30,

2026

2025

Cash flows from operating activities:

Net income

22,629,342

16,091,872

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation expense

12,471,397

11,177,155

Amortization of debt issuance costs

275,751

—

Amortization of other intangible assets

8,391,734

3,309,679

Gain on disposal of property and equipment

(51,395

)

(110,945

)

Noncash stock compensation

461,517

—

Change in fair value of tax receivable agreement liability

1,974,349

—

Earnings from investments in unconsolidated affiliates

—

(95,393

)

Provision for deferred income taxes

(43,438

)

—

Changes in operating assets and liabilities:

Accounts receivable, net

(34,379,220

)

(913,222

)

Contract assets

(32,710,166

)

(14,340,614

)

Prepaid expenses

230,034

(333,966

)

Other assets

424,275

(1,707,595

)

Accounts payable

39,648,363

7,052,718

Accrued expenses

7,160,234

764,403

Contract liabilities

(4,371,898

)

(4,572,010

)

Other liabilities

(115,455

)

—

Net cash provided by operating activities

21,995,424

16,322,082

Cash flows from investing activities:

Proceeds from the sale of property and equipment

334,291

144,011

Purchases of property and equipment

(33,985,056

)

(22,621,352

)

Acquisitions, net of cash acquired

(133,432,856

)

(19,139,168

)

Net cash used in investing activities

(167,083,621

)

(41,616,509

)

Cash flows from financing activities:

Proceeds from notes payable

113,000,000

38,505,712

Principal payments on notes payable

(38,090,709

)

(7,753,497

)

Payment of debt issuance costs

(838,501

)

—

Principal payments on finance lease obligations

(1,514,248

)

(1,436,760

)

Payments of deferred consideration

(3,966,618

)

(312,501

)

Member distributions

—

(5,448,838

)

Proceeds from equity offering, net of underwriting discounts

319,010,000

—

Payment of issuance costs

(568,863

)

—

Net cash provided by financing activities

387,031,061

23,554,116

Net change in cash

241,942,864

(1,740,311

)

Cash

Beginning of period

97,149,425

20,917,108

End of period

339,092,289

19,176,797

Non-GAAP Measures

Cardinal presents results of operations in a way that it believes will be the most meaningful and useful to investors, analysts, rating agencies and others who use Company financial information to evaluate performance. Some of these 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 press release, Cardinal presents Organic Growth, 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 Cardinal's Annual Report on Form 10-K for the year ended December 31, 2025 (the "Annual Report"), and elsewhere in the Annual Report. These Non-GAAP financial 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.

Reconciliation to Non-GAAP Measures

The table directly below reconciles Adjusted Gross Profit to Gross Profit, the most directly comparable 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 financial statements, we present Gross Profit in the table below solely to facilitate the reconciliation of Adjusted Gross Profit, a Non-GAAP measure, to the most directly comparable GAAP measure.

Three months ended June 30,

Six months ended June 30,

2026

2025

2026

2025

Revenues

226,934,438

106,110,909

394,443,154

187,912,174

Cost of revenues, excluding depreciation and amortization

(190,886,964

)

(83,511,347

)

(324,206,047

)

(148,789,325

)

Depreciation and amortization expense

(11,593,373

)

(7,887,993

)

(20,863,131

)

(14,486,834

)

Gross Profit

24,454,101

14,711,569

49,373,976

24,636,015

Depreciation and amortization expense

11,593,373

7,887,993

20,863,131

14,486,834

Adjusted Gross Profit

36,047,474

22,599,562

70,237,107

39,122,849

Gross Profit Margin %

10.8

13.9

12.5

13.1

Adjusted Gross Profit Margin %

15.9

21.3

17.8

20.8

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, 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, (viii) remeasurement losses recorded in other expense net, and (ix) other non-routine gains and charges that we do not believe reflect our underlying business performance. 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:

Three months ended June 30,

Six months ended June 30,

2026

2025

2026

2025

Net income

11,148,306

9,450,127

22,629,342

16,091,872

Interest expense, net

3,466,263

1,581,192

5,712,139

2,607,468

Income tax (benefit) expense

(1,011,122

)

714,261

42,107

714,261

Depreciation and amortization expense

11,593,373

7,887,993

20,863,131

14,486,834

EBITDA

25,196,820

19,633,573

49,246,719

33,900,435

Transaction fees and acquisition-related costs(1)

455,214

68,417

2,773,859

223,644

Legal matters(2)

566

—

566

Transition and consulting arrangements(3)

194,708

—

312,539

150,000

Customer claims(4)

—

Loss on extinguishment and refinancing costs(5)

—

Stock-based compensation

269,664

—

461,516

—

Tax Receivable Agreement Remeasurement(6)

1,974,349

—

1,974,349

—

Other(7)

48,141

222

169,881

708

Adjusted EBITDA

28,139,462

19,702,212

54,939,429

34,274,787

Net Income Margin(8)

4.9

8.9

5.7

8.6

EBITDA Margin(8)

11.1

18.5

12.5

18.0

Adjusted EBITDA Margin(8)

12.4

18.6

13.9

18.2

(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 the Company 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 Tax Receivable Agreement Liability Remeasurement losses recognized in other expense, net.

(7)

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

(8)

Calculated as a percentage of revenue.

We are not able to provide the most directly comparable GAAP financial measure, or a quantitative reconciliation thereto, for the forward-looking guidance of estimated Adjusted EBITDA Margin without unreasonable effort due to the inherent uncertainty and difficulty in predicting the timing and amount of certain items, including but not limited to amortization of intangible assets and depreciation, which may be significant and difficult to project with a reasonable degree of accuracy, as the allocation of purchase price to intangible assets and property and equipment has not yet been performed. Because these adjustments are inherently variable and uncertain and depend on various factors that are beyond our control, we are also unable to predict their probable significance. The variability of these items could have an unpredictable, and potentially significant, impact on our future GAAP financial results.

We define Organic growth as the difference between total current and prior year sales less the impact of companies acquired and divested in the past twelve months divided by prior year sales. This Non-GAAP measure, as reconciled to GAAP below, is considered relevant to aid analysis and understanding of the Company's results, business trends and outlook measures aside from the material impact of the acquisition-related and other charges and ensures appropriate comparability to operating results of prior periods. The following table provides a reconciliation of the Non-GAAP financial measure, Organic Growth, to the most closely comparable GAAP financial measure, GAAP Revenue Growth:

GAAP Revenue Growth

Acquisitions

Divestitures

Non-GAAP Organic Revenue Growth

114%

–

50%

64%

EX-99.2

Filename: cdnl-ex99_2.htm · Sequence: 3

Q2 2026 Earnings August 11, 2026

This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about the Company's future performance. 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,” “will,” 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. These statements involve risks and uncertainties and Cardinal’s actual results could differ materially from the results expressed or implied by such forward-looking statements. The potential risks, uncertainties and other factors that could cause actual results to differ from those expressed by the forward-looking statements in this press release include, but are not limited to, difficulty in sustaining rapid revenue growth, which may place significant demands on Cardinal’s administrative, operational and financial resources, fluctuations in Cardinal’s revenue and the concentration of Cardinal’s business in the Southeastern United States, expectations regarding future growth, backlog, customer demand, Cardinal's ability to integrate new acquisitions and execute on Cardinal's overall strategy. Cardinal has based these forward-looking statements largely on its current expectations and projections regarding future events and trends that it believes may affect its business, financial condition and results of operations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section entitled “Risk Factors” in Cardinal’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) and Cardinal's other filings with the Securities and Exchange Commission. Accordingly, you should not rely upon forward-looking statements as predictions of future events. Cardinal cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those projected in the forward-looking statements. Although forward-looking statements reflect the good faith beliefs of Cardinal’s management at the time they are made, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. Cardinal undertakes 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 Cardinal or persons acting on its behalf. Forward- Looking Statements

Non-GAAP Financial Measures 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”). For example, in this presentation, 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 the Company’s most recent Form 10-Q. These Non-GAAP financial 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. See “Appendix A” for a discussion of the Non-GAAP financial measures and a reconciliation to the most comparable GAAP financial measure. Key Performance Indicators In addition to the foregoing non-GAAP financial measures, management uses backlog as a key performance metrics to assess future revenue visibility and anticipate business activity. 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. Given that backlog is an operational measure and that the Company’s methodology for calculating backlog does not meet the definition of a non-GAAP financial measure, a quantitative reconciliation is not required or provided. Non-GAAP Financial Measures & Key Performance Indicators

Q2 2026: Record Revenue and Backlog Fuel Higher Outlook 1) See “Non-GAAP Financial Measures” in the appendix for definitions and reconciliations to the most directly comparable GAAP measures. $226.9M +114% YoY; +64% organic Revenue $11.1M +18% YoY Net Income Gross Profit & Margin $24.5M 10.8% $36.0M 15.9% Adj. Gross Profit & Margin EBITDA & Margin $25.2M 11.1% Adj. EBITDA & Margin $28.1M 12.4% YTD +110% YTD +41% YTD +45% YTD +60% YTD 12.5% YTD 13.9% YTD +100% YTD +80% YTD 12.5% YTD 17.8% Acquisition of Allied Paving Bolsters ALGC Position Our 9th acquisition since 2021 and 3rd acquisition of 2026 Meaningfully accretive transaction purchased at ~5.5x adj. EBITDA Continued Market Share Gains Driving Results Revenue growth broad-based across commercial and industrial, commercial retail and residential end markets Winning larger, more complex projects and new-logo customers as reputation for speed and self-performed delivery builds Backlog of $866M at June 30; +35% YoY Reflecting key project wins across a robust bidding environment Adjusting Full Year 2026 Outlook Revenue guidance raised to $880 million - $900 million; +95% growth from 2025 at the midpoint Adj. EBITDA margin range moves to 16-18% on one-time growth costs recognized in Q2 and accelerated investments in organizational and corporate maturity (1) (1) (1)

Allied Paving Acquisition Allied Paving verticalizes ALGC’s Atlanta operations supporting synergy-driven margin capture across Atlanta and North Georgia. COMPANY OVERVIEW Heavy site and roadway construction specialist Serves municipal, commercial, and residential development across Atlanta and broader North Georgia Founder-owned and operated, with a safety-driven culture and seasoned crews STRATEGIC RATIONALE Executed by local management through Cardinal’s proven, tuck-in playbook In-house paving shortens project timelines and captures project margin Deepens density in one of the Southeast’s fastest-growing construction markets TRANSACTION SUMMARY Annual revenue: $108M Adj. EBITDA margin: 20.3% EV / EBITDA purchase multiple: 5.5x 9 Acquisitions since 2021 3 Markets entered via M&A $420M+ In annual pro-forma acquired revenue ~90 Day average integration PROVEN CARDINAL EXECUTION 1) See “Non-GAAP Financial Measures” in the appendix for definitions and reconciliations to the most directly comparable GAAP measure. Pro forma acquired revenue was prepared by combining the estimated financial results for Allied for the full fiscal year ended December 31, 2026, as if the transaction had closed as of the first day of the fiscal year. (1) (1)

+114% Total +64% Organic 12.4% Adj. EBITDA Margin +43% Q2 2026: Scaling the Platform 64% organic growth, plus contributions including ALGC and Piedmont Pipe Robust bidding environment across end markets supporting growth Strong traction on end-market diversification efforts across the footprint Year-to-date revenues +110% or $394.4 million New project awards this quarter spanned a broad range of end markets, across commercial and industrial site work including mission-critical, retail, manufacturing as well as residential One-time subcontractor/rental costs and shifts in project deployment schedules dragged on Q2 performance Weather disruptions in Georgia further impacted results Year-to-date adjusted EBITDA of $54.9 million, +60%; Adjusted EBITDA margin of 13.9% 1) See “Non-GAAP Financial Measures” in the appendix for definitions and reconciliations to the most directly comparable GAAP measures. +35% (1)

2026 Consolidated Revenue Guidance $880M – $900M 2026 Adj. EBITDA Margin Target 16% - 18% 1) See “Non-GAAP Financial Measures” in the appendix for definitions and reconciliations to the most directly comparable GAAP measures. NOTE: Guidance reflects management's current estimates and is forward-looking. Actual results may differ materially. Updating Full-Year 2026 Outlook Q2 revenue accelerated to +114% YoY; H1’26 revenues +110% Record backlog of $866M (+35% YoY) lends strong visibility through H2’26 and beyond Contributions from ALGC, Piedmont Pipe, and now Allied Paving Reflects one-time incremental subcontracted labor and equipment costs in not-yet-turnkey markets in Q2 Includes assumed step up in general & administrative expense in H2’26 to support significant customer demand, platform growth Medium-term target unchanged at low-20s% as new markets reach full self-performance Full-year Adjusted EBITDA dollars exceed original plan despite lower margin rate, given strong YTD performance

Investment Thesis Cardinal is a differentiated, high-growth infrastructure services platform positioned to capture the multi-decade buildout of the Southeastern United States I Differentiated Turnkey Model One of the few scaled, full-service site prep providers in the Southeast. 97% of revenue from negotiated contracts, reflecting pricing power and customer preference for speed and quality. II Proven, Repeatable, Growth Flywheel A repeatable four-step market entry model: launch in residential, vertically integrate, expand into commercial/DOT and expand into adjacent markets. Now operating across Raleigh, Charlotte, Greensboro and Atlanta and surrounding areas. III Powerful Secular Tailwinds Structural demand from Southeastern population growth, corporate reshoring, manufacturing + data center buildout and NC DOT improvement plan through 2033 creates durable, multi-cycle demand across end markets. IV Highly Visible Revenue $866M backlog as of 06/30/26 with ~80% of revenue from repeat customers and diversification across residential, commercial and industrial, DOT/municipal and paving end markets. V Industry-Leading Financial Profile FY’25 results reflect 45% revenue growth, 21.1% Adj. Gross Profit Margin and 17.9% Adjusted EBITDA Margin. Cardinal leads public peers on revenue CAGR and backlog/revenue ratio, and offers top-tier Adj. EBITDA margins VI Management Aligned, Proven Team Founder-led management team with 30+ years of infrastructure and construction experience, remaining the largest shareholders post-IPO. 1) See “Non-GAAP Financial Measures” in the appendix for definitions and reconciliations to the most directly comparable GAAP measures. NOTE: Repeat customers defined as customers with billings in more than one FY. Metric based on 2024 to 2025 billings.

Integrity from the ground up

This presentation contains references to “Adjusted Gross Profit,” “Adjusted Gross Profit Margin,” “EBITDA,” “Adjusted EBITDA,” and “Adjusted EBITDA Margin” financial measures which are, in each case, Non-GAAP financial measures. Adjusted Gross Profit: 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. Adjusted Gross Profit Margin: We define Adjusted Gross Profit Margin represents Adjusted Gross Profit as a percentage of total revenue. Adjusted EBITDA: 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-cash stock-based compensation and non-routine transactions. Adjusted EBITDA Margin: We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of revenue Organic Revenue Growth: We define organic revenue growth as the difference between current year and prior year revenues less the impact of acquired or divested companies in the past 12 months Non-GAAP Financial Measures

Non-GAAP Financial Measure Reconciliations GAAP Revenue Growth Acquisitions Divestitures Non-GAAP Organic Revenue Growth 114% – 50% + 0% = 64% 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 quarters ended June 30, 2026, and 2025, we present Gross Profit in the below table solely to facilitate the reconciliation of Adjusted Gross Profit, a non-GAAP measure, to the most directly comparable GAAP measure. We define Organic revenue growth or organic growth as the difference between total current and prior year sales less the impact of companies acquired and divested in the past three months divided by prior year sales. This non-GAAP measure, as reconciled to GAAP above, is considered relevant to aid analysis and understanding of the Company’s results, business trends and outlook measures aside from the material impact of the acquisition-related and other charges and ensures appropriate comparability to operating results of prior periods. The following table provides a reconciliation of GAAP Revenue Growth, the most closely comparable GAAP financial measure, to Non-GAAP Organic Revenue Growth:

Non-GAAP Financial Measure Reconciliations (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 the Company 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 Tax Receivable Agreement Liability Remeasurement losses recognized in other expense, net. (7) Represents certain other gains and charges that we do not believe reflect our underlying business performance. (8) Calculated as a percentage of revenue. 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-cash related stock-based compensation and 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:

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