Cardinal Infrastructure Group Inc-A 2026年季度报告

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THETRANSITION PERIOD FROMTO Securities registered pursuant to Section 12(b) of the Act: Class A Common Stock, $0.0001 Par Value Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. YES☒NO☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒Emerging growth company☒ Smaller reporting 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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☒ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES☐NO☒ As of May 8, 2026, the number of shares of Registrant’s Class A Common Stock outstanding was 15,292,984 and the number of shares of Registrant’sClass B Common Stock outstanding was 27,573,875. Table of Contents PART IFINANCIAL INFORMATION Item 1.Financial Statements (Unaudited)Condensed Consolidated Balance SheetsCondensed Consolidated Statements of OperationsCondensed Consolidated Statements of Comprehensive IncomeCondensed Consolidated Statements of Changes in Stockholders' EquityCondensed Consolidated Statements of Cash FlowsNotes to Unaudited Condensed Consolidated Financial StatementsItem 2.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 3.Quantitative and Qualitative Disclosures About Market RiskItem 4.Controls and Procedures PART IIOTHER INFORMATION Item 1.Legal ProceedingsItem 1A.Risk FactorsItem 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 3.Defaults Upon Senior SecuritiesItem 4.Mine Safety DisclosuresItem 5.Other InformationItem 6.ExhibitsSignatures Cardinal Infrastructure Group Inc.Condensed Consolidated Balance Sheets Cardinal Infrastructure Group Inc.Condensed Consolidated Statements of Operations (Unaudited) Cardinal Infrastructure Group Inc.Notes to Condensed Consolidated Financial Statements (Unaudited) 1. Organization and Description of Business Business Operations Cardinal Infrastructure Group Inc. (“PubCo,” the “Company,” or “Cardinal Group”) is a Delaware corporation formed on June12, 2025, for the purpose of facilitating an initial public offering (the “IPO”) and related organizational transactions in order toacquire an investment in Cardinal Civil Contracting Holdings LLC (“Cardinal” or "OpCo"). Cardinal Group is a holding companywith no direct operations whose principal asset is its equity interest in Cardinal, acquired in connection with the IPO. Cardinal is a Delaware limited liability company formed on September 16, 2025, whose primary asset is its 100% ownershipinterest in Cardinal Civil Contracting, LLC (“Cardinal NC”), a North Carolina limited liability company organized on January 16,2013 that conducts all operations of the Company through its wholly owned subsidiaries. The Company is a leading provider of site development and infrastructure services in the southeastern United States. TheCompany serves residential, commercial and municipal end markets and operates primarily in North Carolina and surroundingregions. Up-C Structure The Company’s 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 undertaking an initial public offering. TheUp-C structure allows the Continuing Equity Holders (as defined below) to retain their equity ownership in Cardinal, an entitytreated as a partnership for U.S. federal income tax purposes, and to continue to realize tax benefits associated with owning interestsin a flow-through entity. Investors in the Company hold their equity ownership through shares of Class A Common Stock of PubCo,a Delaware corporation subject to corporate-level taxation. As the sole managi