Cardinal Infrastructure Group Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.)

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Dear Stockholders:

It is with great pleasure to invite you to Cardinal Infrastructure Group Inc.’s (“Cardinal” or the "Company") first Annual Meeting of Stockholders as a public company. The meeting will be held on Friday, June 5, 2026, at 9:00 a.m. Eastern Time, in a virtual-only format.

2025 was a transformative year for Cardinal. We completed our initial public offering (“IPO”) in December 2025, raising approximately $241.5 million in gross proceeds and listing our Class A Common Stock on the Nasdaq Global Select Market (“Nasdaq”) under the ticker symbol “CDNL.” 2025 also represented a financial milestone year for Cardinal. Our team delivered revenue of $456.0 million, up 45% from 2024, and net income of $31.1 million, up 10% from 2024. Our backlog as of December 31, 2025 was $682 million, up 33% from the prior year end.

The proceeds from our IPO, along with our new credit facilities, have given us the capital resources to execute our acquisition-led growth strategy across the Southeastern United States. Since our IPO, we have demonstrated the power of that strategy. In February 2026, we completed the acquisition of A.L. Grading Contractors, LLC (“ALGC”), a premier infrastructure services provider in the greater Atlanta, Georgia area. The ALGC acquisition meaningfully expands our geographic footprint, adds deep management expertise, and further cements our position as a leading civil infrastructure services company in the Southeast.

Our formal agenda for the meeting is to vote on the election of six directors to our Board of Directors and to ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2026. Representatives of our independent auditors will be available to answer questions.

Whether or not you plan to attend the virtual meeting, your vote is important to us. Stockholders of record can vote their shares via the Internet, by telephone, or if you request paper copies of our proxy materials by May 22, 2026, by completing and mailing a proxy card. If you hold shares through your broker or other intermediary, please contact that person or institution for instructions on how to vote.

We urge you to give voting instructions to your broker so that your vote can be counted, as Nasdaq does not permit brokers to cast votes on the election of directors without instructions from the beneficial owner.

We look forward to your participation and appreciate your investment in Cardinal.

Sincerely,

Jeremy Spivey

Chairman and Chief Executive Officer

Notice of 2026 Annual Meeting of Stockholders

Notice is hereby given that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Cardinal Infrastructure Group Inc. (“Cardinal” or the “Company”), will be a virtual-only meeting to be held on June 5, 2026, at 9:00 a.m. Eastern Time. The purpose of the Annual Meeting is the following:

1. To elect six (6) directors to hold office until the 2027 annual meeting and until their successor is duly elected and qualified or until their earlier resignation, removal, incapacity or death;

2. To ratify the appointment of Grant Thornton LLP as Cardinal’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and

3. To transact such other business, if any, as lawfully may be brought before the meeting.

Only stockholders of record at the close of business on April 9, 2026 (the “Record Date”), will be entitled to vote at the Annual Meeting and at any adjournment or postponement thereof.

The Board of Directors unanimously recommends that you vote “FOR” each nominee named on Proposal 1 and “FOR” the ratification of Grant Thornton LLP as Cardinal’s independent registered public accounting firm.

Whether or not you plan to attend the Annual Meeting and regardless of the number of shares you own, please vote as promptly as possible via the Internet or by telephone in accordance with the instructions in your proxy materials. For further information concerning the individuals nominated by the Board as directors, the proposals being voted upon, and use of the proxy and other related matters, you are urged to read the attached proxy statement in its entirety.

This notice of Annual Meeting of Stockholders is first being provided to stockholders of record on or around April 24, 2026.

Our Annual Meeting will be held in a virtual-only format. The Annual Meeting can be accessed solely via live webcast using the following link: www.virtualshareholdermeeting.com/CDNL2026. However, to assure your representation at the meeting, you are urged to vote by proxy by following the instructions contained in the accompanying proxy statement. You may revoke your proxy in the manner described in the proxy statement at any time before it has been voted at the Annual Meeting. Any stockholder attending the Annual Meeting may vote during the meeting even if he or she has previously returned a proxy.

We are pleased to take advantage of the Securities and Exchange Commission rules that allow us to furnish proxy materials, including this notice, the proxy statement for the Annual Meeting and our 2025 annual report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”) via the Internet. Taking advantage of these rules allows us to lower the cost of delivering annual meeting materials to our stockholders and reduce the environmental impact of printing and mailing these materials.

Note About Forward-Looking Statements

This Proxy Statement includes estimates, projections, statements relating to our business plans, objectives, and expected operating results that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this Proxy Statement, including the Proxy Statement Summary and Executive Compensation sections. These forward-looking statements generally are identified by the words “believe,” “budget,” “project,” “predict,” “seek,” “object,” “target,” “pursue,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “could,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. We describe risks and uncertainties that could cause actual results and events to differ materially in “Risk Factors,” “Quantitative and Qualitative Disclosures about Market Risk,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Form 10-K for the year ended December 31, 2025 (the “Form 10-K”). Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise, except as required by law.

This Proxy Statement includes several website addresses and references to additional materials found on those websites. Information contained on, or accessible through, these websites is not a part of this proxy statement, and the inclusion of website addresses in this proxy statement is only an inactive textual reference.