Cardinal Infrastructure Group Inc-A美股招股说明书(2026-06-25版)

Cardinal Infrastructure Group Inc. ClassA Common Stock We are offering 4,000,000 shares of our ClassA Common Stock. Our ClassA Common Stock is listed on The Nasdaq Global Select Market (“Nasdaq”) under thesymbol “CDNL.” On June 24, 2026, the closing price of our common stock on Nasdaq was $81.94per share. Investing in our ClassA Common Stock involves risks. See “Risk Factors” beginning onpage17 to read about factors you should consider before buying shares of our ClassA CommonStock. Neither the Securities and Exchange Commission nor any state securities commission hasapproved or disapproved of these securities or determined if this prospectus is truthful orcomplete. Any representation to the contrary is a criminal offense. (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 600,000shares of ClassA Common Stock from us at the public offering price, less the underwriting discount. The underwriters expect to deliver the shares of ClassA Common Stock to purchasers on orabout June 26, 2026. Book-Running Managers Truist Securities TABLE OF CONTENTS PageSUMMARY1RISK FACTORS17CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS47USE OF PROCEEDS48DIVIDEND POLICY49CAPITALIZATION50MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS51BUSINESS68DESCRIPTION OF CAPITAL STOCK79SHARES ELIGIBLE FOR FUTURE SALE85MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS87UNDERWRITING (CONFLICTS OF INTEREST)91LEGAL MATTERS97EXPERTS97WHERE YOU CAN FIND ADDITIONAL INFORMATION97INCORPORATION BY REFERENCE98i ABOUT THIS PROSPECTUS We have not, and the underwriters have not, authorized any other person to provide you with informationdifferent from that contained in this prospectus and any free writing prospectus. We and the underwriters takeno responsibility for, and can provide no assurance as to the reliability of, any other information that others maygive you. We are not, and the underwriters are not, making an offer to sell the securities described herein in anyjurisdiction where an offer or sale is not permitted. The information in this prospectus is accurate only as of thedate of this prospectus, regardless of the time of delivery of this prospectus or any sale of our ClassA CommonStock. Our business, financial condition, results of operations and prospects may have changed since that date. Thisprospectus contains forward-looking statements that are subject to a number of risks anduncertainties, many of which are beyond our control. See “Risk Factors” and “Cautionary Statement RegardingForward-looking Statements.” NON-GAAP FINANCIAL METRICS We present our results of operations in a way that we believe will be the most meaningful and useful toinvestors, 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 thisprospectus, 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 inItem10(e)of RegulationS-K (“RegulationS-K”) promulgated by the SEC.These measures are presented forsupplemental informational purposes only, and are not intended to be substitutes for any GAAP financialmeasures, including net income, and, as calculated, may not be comparable to companies in other industries orwithin the same industry with similarly titled measures of performance. In addition, these non-GAAP measuresshould not be construed as an inference that our future results will be unaffected by unusual or non-recurringitems. Therefore, non-GAAP financial measures should be considered in addition to, not as a substitute for, or inisolation 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 areconciliation of these non-GAAP financial measures to their most directly comparable financial measurecalculated in accordance with GAAP, see “Management’s Discussion and Analysis of Financial Condition andResults of Operations—Non-GAAP Financial Measures.” MARKET AND INDUSTRY DATA Unless otherwise indicated, information contained in this prospectus concerning our industry, competitiveposition, and the markets in which we operate is based on information from independent industry and researchorganizations, other third-party sources, and management estimates. Management estimates are derived frompublicly available information released by independent industry analysts and other third-party sources, as wellas data from our internal research, and ar