Cardinal Infrastructure Group Inc.
For the period ended Jun 30, 2026. Filed Aug 12, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 12, 2026
CDNL$14.56+15.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-13.
0001193125-26-221771
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-12.
0001193125-26-345109
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 153 previous paragraphs and 170 current paragraphs.
109 unchanged; 33 reworded; 18 added; 11 removed; 0 previous and 10 current paragraphs rearranged.
Tables are not compared: 7 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (18)
Current report
On May 29, 2026, a subsidiary of the Company, Cardinal Civil Contracting Charlotte, LLC, acquired substantially all of the operating assets and certain liabilities of Piedmont Pipe Construction, Inc., a North Carolina corporation ("Piedmont"). Piedmont provides water systems, sewage, and storm drain work for residential, commercial, and industrial projects across North Carolina and South Carolina.
Current report
Cost of revenues were $190.9 million for the quarter ended June 30 2026, an increase of $107.4 million or 129% compared to $83.5 million for the quarter ended June 30, 2025. The increase was primarily associated with organic and acquisition-related growth, including increased subcontracted labor and equipment rental costs to support significant customer demand. The increase also reflects a shift in end-market mix toward larger commercial and industrial projects, which carry different labor and equipment deployment requirements than the Company's historical residential-weighted project base.
Current report
Gross Profit Margin declined to 10.8% for the three months ended June 30, 2026, as compared to 13.9% for the three months ended June 30, 2025. The decrease in Gross Profit Margin reflects the increased cost of revenues discussed above, as well as higher amortization expense from intangible assets recognized in connection with 2025 and 2026 acquisitions. Gross Profit Margin was further impacted by end-market diversification, which carries different deployment schedules and a lower initial margin profile than the Company's historical residential-weighted project base. The Company expects margin performance to improve over time as these markets mature and scale benefits are realized. Intense weather-related disruptions in parts of the Southeast further weighted on results.
Current report
Six Months ended June 30, 2026, Compared to Six Months Ended June 30, 2025
Current report
Revenues
Current report
Cost of Revenues
Current report
Cost of revenues were $324.2 million for the six months ended June 30, 2026, an increase of $175.4 million or 117.9% compared to $148.8 million for the six months ended June 30, 2025. The increase was primarily associated with organic and acquisition-related growth, including increased subcontracted labor and equipment rental costs to support significant customer demand. The increase also reflects a shift in end-market mix toward larger commercial and industrial projects, which carry different labor and equipment deployment requirements than the Company's historical residential-weighted project base.
Current report
Gross Profit Margin declined to 12.5% for the six months ended June 30, 2026, as compared to 13.1% for the six months ended June 30, 2025. Gross Profit Margin was impacted in part by higher amortization expense resulting from intangible assets recognized as part of 2025 and 2026 acquisitions. Gross Profit Margin was further impacted by end-market diversification, which carries different deployment schedules and a lower initial margin profile than the Company's historical residential-weighted project base. The Company expects margin performance to improve over time as these markets mature and scale benefits are realized.
Current report
General and Administrative Expenses
Current report
Depreciation and Amortization
Current report
Interest Expense, Net
Current report
Other Expenses, Net
Current report
Changes in other expenses, net for the six months ended June 30, 2026 reflect an increase in the Company's tax receivable agreement liability of $1.97 million related to changes in estimated tax attributes.
Current report
Income Tax Expense
Current report
During the six months ended June 30, 2026, net cash provided by operating activities was $22.0 million compared to net cash provided by operating activities of $16.3 million for the six months ended June 30, 2025. The $5.7 million increase is attributable to higher income net of depreciation and amortization, partially offset by increased working capital requirements associated with company growth.
Current report
In June 2026, four separate equipment financing notes were entered into in an aggregate original principal amount of $3,412,020, used to finance the purchase of heavy construction equipment, payable in 48 equal monthly installments of principal (and interest, where applicable) commencing July 11, 2026 and maturing June 2030. Aggregate monthly payments under the notes are approximately $73,302. The notes consist of a $1,361,540 note bearing interest at a fixed rate of 3.74% per annum, a $578,200 non-interest-bearing note, a $668,300 non-interest-bearing note, and a $803,980 non-interest-bearing note.
Current report
On June 24, 2026, we completed an underwritten public offering of our Class A Common Stock, selling an aggregate of 4,600,000 shares (which included 600,000 shares of Class A Common Stock issued upon full exercise of the underwriters’ over-allotment option), at a price of $73.00 per share resulting in net proceeds to us of approximately $318.4 million, after underwriting discount and commission and expenses. We used $33 million of such net proceeds to repay borrowings outstanding under the October 2025 Credit Facility and intend to use the remaining net proceeds for general corporate purposes, which may include funding for acquisitions, working capital requirements, capital expenditures and the repayment, refinancing, redemption or repurchase of indebtedness or other securities.
Current report
Represents Tax Receivable Agreement Liability Remeasurement losses recognized in other expense, net.
Removed paragraphs (11)
Previous report
Cost of revenues were $133.3 million for the quarter ended March 31, 2026, an increase of $68.0 million or 104.2% compared to $65.3 million for the quarter ended March 31, 2025. The increase was primarily associated with organic and acquisition-related growth, partially offset by efficiency gains.
Previous report
Gross Profit Margin increased to 14.9% for the three months ended March 31, 2026, as compared to 12.1% for the three months ended March 31, 2025. The increase in Gross Profit Margin reflects scale benefits across higher volumes and operating cost control, offset in part by higher amortization expense resulting from intangible assets recognized as part of 2025 and early 2026 acquisitions.
Previous report
Gross Profit Margin performance was further offset by market and end use expansions which carried a lower initial margin profile. The Company expects margin performance to improve over time as these expansions integrate and anticipated scale benefits are realized.
Previous report
During the three months ended March 31, 2026, net cash provided by operating activities was $9.3 million compared to net cash provided by operating activities of $12.1 million for the quarter ended March 31, 2025. The $2.8 million decrease was primarily driven by increased working capital requirements consistent with our growth, specifically increased billings not yet collected for the three months ended March 31, 2026, as well as the Company's transition to operating as a public company, including increased compliance, governance, and reporting costs.
Previous report
October 2024 Credit Facility
Previous report
On October 18, 2024, Cardinal NC and certain of its wholly owned subsidiaries entered into an approximately $11.5 million senior secured credit facility with Truist Bank as lender, which consists of (i) senior secured first lien term loan facility” in the aggregate principal amount of approximately $1.5 million and (ii) a senior secured first lien revolving credit facility that provided up to $10.0 million. The obligations under the October 2024 Credit Facility were secured by substantially all of our assets and the assets of the subsidiary guarantors, subject to certain permitted liens and interest of other parties. Borrowings under the term loan facility bear interest at an Adjusted Term SOFR Rate (as defined in the term loan facility). The term loan facility contained certain financial covenants, among others, including a (i) maximum leverage ratio and (ii) a minimum fixed charge coverage ratio.
Previous report
In January 2025, Cardinal entered into a $7.2 million debt agreement with a financial institution in connection with the acquisition of Purcell to finance the purchase price. The note payable was secured by real property and assignment of rents and was payable in monthly principal installments over five years with interest payable monthly based on SOFR plus 2.35%.
Previous report
All amounts outstanding under the October 2024 Credit Facility were repaid with a portion of the proceeds from borrowings under the October 2025 Credit Facility, and the October 2024 Facility was terminated.
Previous report
On October 21, 2024, Cardinal and certain of our wholly owned subsidiaries entered into a master equipment security agreement with Truist Equipment Finance Corp. as lender, which consisted of a senior secured first lien facility evidenced by promissory notes in an initial aggregate principal amount of approximately $45.9 million. The obligations under the Equipment Facility were secured by substantially all of our assets and the subsidiary guarantors. Borrowings under the Equipment Facility bore interest at an Adjusted Term SOFR Rate (as defined in the Equipment Facility). As of March 31, 2026, we were in compliance with all covenants under the Equipment Facility.
Previous report
In January 2025, Cardinal entered into an agreement which amended the terms of the Equipment Facility (the “Equipment Facility Amendment”) to increase the borrowing capacity for future purchases of equipment, trucks and trailers, which increased the borrowing capacity for future purchases to $27.0 million. In addition, the Equipment Facility Amendment also provided for additional borrowing capacity up to $6.0 million for construction of an asphalt plant.
Previous report
In October 2025, all amounts outstanding under the Equipment Facility were repaid with a portion of the proceeds from borrowings under the October 2025 Credit Facility and the Equipment Facility was terminated.
Reworded paragraphs (33)
Previous wording
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements and accompanying notes included elsewhere in this Quarterly Report on Form 10-Q for the three months ended March 31, 2026. In addition, this Report on Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission (“SEC”) on March 23, 2025.
Current wording
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements and accompanying notes included elsewhere in this Quarterly Report on Form 10-Q for the three and six months ended June 30, 2026. In addition, this Report on Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission (“SEC”) on March 23, 2026.
Previous wording
The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences are discussed elsewhere in this Report, including in “Part II. Item 1A. Risk Factors” all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking statements discussed may not occur. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.
Current wording
The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences are discussed elsewhere in this Report and in “Part I. Item 1A. Risk Factors” in our 2025 Form 10-K all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking statements discussed may not occur. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.
Previous wording
This Report contains forward-looking statements. 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,” 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. Our forward-looking statements include statements about our business strategy, our industry, our future profitability, our expected capital expenditures and the impact of such expenditures on our performance, the costs of being a publicly traded corporation and our capital programs.
Current wording
This Report contains forward-looking statements. 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. Our forward-looking statements include statements about our business strategy, our industry, our future profitability, our expected capital expenditures and the impact of such expenditures on our performance, the costs of being a publicly traded corporation and our capital programs.
Previous wording
As described in “Part I. Item 2. Business— Initial Public Offering and Reorganization,” Cardinal Group is a holding company that conducts no operations and our principal asset is the LLC units of Cardinal acquired in connection with the completion of our IPO on December 11, 2025 and the Reorganization made prior to the IPO, including with respect to our operating entities Cardinal and Cardinal NC. Prior to the IPO, all of our business was conducted through Cardinal NC.
Current wording
As described in “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Initial Public Offering and Reorganization,” Cardinal Group is a holding company that conducts no operations and our principal asset is the LLC units of Cardinal acquired in connection with the completion of our IPO on December 11, 2025 and the Reorganization made prior to the IPO, including with respect to our operating entities Cardinal and Cardinal NC. Prior to the IPO, all of our business was conducted through Cardinal NC.
Previous wording
Because the IPO and the Reorganization resulted in a change to our organizational structure, the historical financial statements, which do not reflect certain items that affect our results of operations and financial position since the IPO and the Reorganization, may not give you an accurate indication of what our actual results would have been if the transactions had been completed at the beginning of the periods presented or of what our future results of operations are likely to be. This section of this Report on Form 10-Q generally discusses fiscal quarters ended March 31, 2026 and 2025 items and year-to-year comparisons between fiscal quarters ended March 31, 2026 and 2025. The comparison of the consolidated financial results for thefiscal quarter ended March 31, 2025 refers only to Cardinal and its subsidiaries.
Current wording
Because the IPO and the Reorganization resulted in a change to our organizational structure, the historical financial statements, which do not reflect certain items that affect our results of operations and financial position since the IPO and the Reorganization, may not give you an accurate indication of what our actual results would have been if the transactions had been completed at the beginning of the periods presented or of what our future results of operations are likely to be. This section of this Report on Form 10-Q generally discusses fiscal quarters ended June 30, 2026 and 2025 items and year-to-year comparisons between the six months ended June 30, 2026 and 2025. The comparison of the consolidated financial results for the fiscal quarter and six months ended June 30, 2025 refers only to Cardinal and its subsidiaries.
Previous wording
On February 18, 2026, we acquired Sugar Hill, Georgia-based A.L. Grading Contractors (“ALGC”). A fourth-generation, high-growth market leader, ALGC provides comprehensive site development solutions, including grading, underground utilities, erosion control, and clearing, supporting large-scale commercial, industrial, and residential construction in Georgia and South Carolina. See Note 3 – Business Combinations to our Unaudited Condensed Consolidated Financial Statements for further information.
Current wording
On February 18, 2026, we acquired Sugar Hill, Georgia-based A.L. Grading Contractors (“ALGC”). A fourth-generation, high-growth market leader, ALGC provides comprehensive site development solutions, including grading, underground utilities, erosion control, and clearing, supporting large-scale commercial, industrial, and residential construction in Georgia and South Carolina.
Previous wording
This acquisition is consistent with our strategy of acquiring either a tuck-in acquisition in core markets, or a platform acquisition in a new geography and represents a further step in Cardinal's expansion into the Southeast.
Current wording
These acquisitions are consistent with our strategy of acquiring either a tuck-in acquisition in core markets, or a platform acquisition in a new geography and represents a further step in Cardinal's expansion into the Southeast.
Previous wording
As discussed above under Note 1 – Organization and Description of Business to our Unaudited Condensed Consolidated Financial Statements, we completed our IPO of 11,500,000 shares of our Class A Common Stock at a price to the public of $21.00 per share on December 11, 2025, and on December 12, 2025, pursuant to the exercise in full of the underwriters’ option, Cardinal Infrastructure Group Inc. completed the sale of an additional 1,725,000 shares of its Class A Common Stock at a price to the public of $21.00 per share. The gross proceeds from the IPO, including the exercise in full of the sale of the additional shares, were approximately $277.7 million, before deducting underwriting discounts and commissions. We used the net proceeds from the IPO to purchase 14,943,750 newly issued LLC Unit from Cardinal for approximately $258.3 million in aggregate and became the sole managing member of Cardinal. In connection with the IPO, we also issued 23,387,813 shares of our Class B Common Stock to the Continuing Equity Holders, which is equal to the number of LLC units held by such Continuing Equity Holders, at the time of such issuance of Class B Common Stock, for nominal consideration. As a result of the above, Cardinal Group is a holding company with no direct operations and our principal asset is our equity interest in Cardinal. Prior to the IPO, all of our business was conducted through Cardinal NC. See Note 1 – Organization and Description of Business to our Unaudited Condensed Consolidated Financial Statements included under “Item 1. Financial Statements” of this Report for further discussion of the Reorganization made prior to and in connection with the IPO.
Current wording
As discussed above under Note 1 – Organization and Description of Business to our Unaudited Condensed Consolidated Financial Statements, we completed our IPO of 11,500,000 shares of our Class A Common Stock at a price to the public of $21.00 per share on December 11, 2025, and on December 12, 2025, pursuant to the exercise in full of the underwriters’ option, Cardinal Infrastructure Group Inc. completed the sale of an additional 1,725,000 shares of its Class A Common Stock at a price to the public of $21.00 per share. The gross proceeds from the IPO, including the exercise in full of the sale of the additional shares, were approximately $277.7 million, before deducting underwriting discounts and commissions. We used the net proceeds from the IPO to purchase 14,943,750 newly issued LLC Units from Cardinal for approximately $258.3 million in aggregate and became the sole managing member of Cardinal. In connection with the IPO, we also issued 23,387,813 shares of our Class B Common Stock to the Continuing Equity Holders, which is equal to the number of LLC units held by such Continuing Equity Holders, at the time of such issuance of Class B Common Stock, for nominal consideration. As a result of the above, Cardinal Group is a holding company with no direct operations and our principal asset is our equity interest in Cardinal. Prior to the IPO, all of our business was conducted through Cardinal NC. See Note 1 – Organization and Description of Business to our Unaudited Condensed Consolidated Financial Statements included under “Item 1. Financial Statements” of this Report for further discussion of the Reorganization made prior to and in connection with the IPO.
Previous wording
The following table sets forth our statements of income for the quarters ended March 31, 2026, and 2025, along with certain data in percentages:
Current wording
The following table sets forth our statements of income for the three and six months ended June 30, 2026, and 2025, along with certain data in percentages:
Previous wording
Gross Profit was $24.9 million for the three months ended March 31, 2026, an increase of $15.0 million or 151.1%, compared to $9.9 million for the three months ended March 31, 2025. The increase in Gross Profit was primarily driven by both strong organic and acquisition-related revenue growth, partially offset by an increase in cost of revenues associated with overall business growth.
Current wording
Gross Profit was 24.5 million for the three months ended June 30, 2026, an increase of $9.8 million or 67% compared to 14.7 million for the three months ended June 30, 2025. The increase in Gross Profit was primarily driven by both strong organic and acquisition-related revenue growth, partially offset by an increase in cost of revenues associated with overall business growth.
Previous wording
General and administrative expenses were $10.1 million, or 6% of revenue, for the three months ended March 31, 2026, compared to $2.1 million, or 3.4% of revenue, for the three months ended March 31, 2025. The increase was primarily attributable to non-recurring acquisition-related costs as well as the Company's transition to operating as a public company, including increased compliance, governance, and reporting costs. The Company also increased headcount within its estimating function in anticipation of continued growth. Excluding non-recurring impacts, continuing general and administrative expenses were 4% of revenue for the three months ended March 31, 2026.
Current wording
General and administrative expenses were $9.0 million, or 4% of revenue, for the three months ended June 30, 2026, compared to $3.0 million, or 2.8% of revenue, for the three months ended June 30, 2025. The increase was primarily attributable to non-recurring acquisition-related costs as well as the Company's transition to operating as a public company, including increased compliance, governance, and reporting costs. The Company also increased headcount across its operations and corporate functions, including estimating, to support continued growth and the Company's maturation as a public company. Excluding non-recurring impacts, continuing general and administrative expenses were 4% of revenue for the three months ended June 30, 2026.
Previous wording
Depreciation and amortization was $9.3 million for the three months ended March 31, 2026, compared to $6.6 million for the three months ended March 31, 2025. The increase was primarily driven byintangible assets recognized as part of purchase accounting and equipment purchased through 2025 and early 2026 acquisitions, followed by increased depreciation related to recent capital expenditures for the Company’s legacy operations. The increase was partially offset by a change in the Company's depreciation method for fixed assets from the accelerated method to straight-line, effective January 1, 2026, which resulted in a reduction of depreciation expense of approximately $0.6 million for the three months ended March 31, 2026.
Current wording
Depreciation and amortization was $11.6 million for the three months ended June 30, 2026, compared to $7.9 million for the three months ended June 30, 2025. The increase was primarily driven by intangible assets recognized as part of purchase accounting and equipment purchased through 2025 and early 2026 acquisitions, as well as increased depreciation related to recent capital expenditures for the Company’s legacy operations. The increase was partially offset by a change in the Company's depreciation method for fixed assets from the accelerated method to straight-line, effective January 1, 2026, which resulted in a reduction of depreciation expense of approximately $2.4 million for the three months ended June 30, 2026.
Previous wording
Interest expense, net was $2.2 million for the three months ended March 31, 2026, compared to $1.0 million for the three months ended March 31, 2025. The increase was primarily attributable to higher outstanding debt primarily to finance our acquisitions completed in 2025 and early 2026, partially offset by an increase in interest income of $0.6 million.
Current wording
Interest expense, net was $3.5 million for the three months ended June 30, 2026, compared to $1.6 million for the three months ended June 30, 2025. The increase was primarily attributable to higher outstanding debt to finance our acquisitions completed in 2025 and early 2026, partially offset by an increase in interest income of $0.9 million.
Previous wording
Changes in other expenses, net for the three months ended March 31, 2026 were immaterial.
Current wording
Changes in other expenses, net for the three months ended June 30, 2026 reflect an increase in the tax receivable agreement liability of $2.0 million related to changes in estimated tax attributes.
Previous wording
Total income tax expense was $1.1 million for the three months ended March 31, 2026 as compared with $0.0 million for the three months ended March 31, 2025. In 2025, subsequent to the first quarter, the Company elected to pay the North Carolina Pass-Through Entity tax on behalf of its members, with a statutory rate of 4.5% in 2024 and 4.25% in 2025. Following the Reorganization, the Company is subject to U.S. federal, state, and local income taxes on its share of Cardinal's taxable income. Accordingly, income tax expense for the quarter ended March 31, 2026 reflects a fundamentally different tax profile than in prior years.
Current wording
Total income tax expense was ($1.0) million for the three months ended June 30, 2026 as compared with $0.7 million for the three months ended June 30, 2025. In 2025, subsequent to the first quarter, the Company elected to pay the North Carolina Pass-Through Entity tax on behalf of its members, with a statutory rate of 4.5% in 2024 and 4.25% in 2025. Following the Reorganization, the Company is subject to U.S. federal, state, and local income taxes on its share of Cardinal's taxable income. Accordingly, income tax expense for the quarter ended June 30, 2026 reflects a fundamentally different tax profile than in prior years. Changes in estimates related to the Company's deferred tax agreement are also reflected in income tax expense for the quarter ended June 30, 2026.
Previous wording
Total net income attributable to noncontrolling interest was $8.1 million for the three months ended March 31, 2026, a 592.2% increase compared to $1.2 million for the three months ended March 31, 2025. The $6.9 million increase primarily reflects the share of net income allocated to Continuing Equity Holders of LLC units following the IPO. This was partially offset by lower income attributed to minority interest after the Company acquired the remaining ownership interests as a result of the Reorganization transactions in September 2025. As the Company operates under an Up-C arrangement, the ownership attributed to OpCo units held by Continuing Equity Holders is presented as noncontrolling interests on the condensed consolidated balance sheets and income attributable to those units is recognized in proportion to their ownership as an increase to net income attributable to noncontrolling interests in the Condensed Consolidated Statements of Operations.
Current wording
Total net income attributable to noncontrolling interest was $6.5 million for the three months ended June 30, 2026, a 183.6% increase compared to $2.3 million for the three months ended June 30, 2025. The $4.2 million increase primarily reflects the share of net income allocated to Continuing Equity Holders of LLC units following the IPO. This was partially offset by lower income attributed to minority interest after the Company acquired the remaining ownership interests as a result of the Reorganization transactions in September 2025. As the Company operates under an Up-C arrangement, the ownership attributed to OpCo units held by Continuing Equity Holders is presented as noncontrolling interests on the condensed consolidated balance sheets and income attributable to those units is recognized in proportion to their ownership as an increase to net income attributable to noncontrolling interests in the Condensed Consolidated Statements of Operations.
Previous wording
Revenues were $167.5 million for the three months ended March 31, 2026, an increase of $85.7 million or 104.8%, compared to $81.8 million for the three months ended March 31, 2025. The increase in Revenues was driven by approximately $52.1 million of organic growth and $33.6 million of acquisition-related revenue growth. Organic growth reflects higher volume from increased residential demand across North Carolina and contributions from ongoing end use market/customer diversification initiatives.
Current wording
Revenues were $394.4 million for the six months ended June 30, 2026, an increase of $206.5 million or 109.9%, compared to $187.9 million for the six months ended June 30, 2025. The increase in Revenues was driven by approximately $120.2 million of organic growth and $86.3 million of acquisition-related revenue growth. Organic growth reflects higher volume from increased residential demand across North Carolina and contributions from ongoing end use market/customer diversification initiatives.
Previous wording
To the extent our current liquidity is insufficient to fund future activities, we may need to raise additional funds, such as refinancing or securing new secured or unsecured debt, common and preferred equity, disposing of certain assets to fund our operations, and/or other public or private sources of capital. If we raise additional funds by issuing equity securities, the ownership of our existing stockholders will be diluted. The incurrence of additional debt financing would result in debt service obligations, and any future instruments governing such debt could provide for operating and financing covenants that could restrict our operations. We cannot assure you that we could obtain refinancing or additional financing on favorable terms or at all. See “Part I. Item 1A. Risk Factors — Access to financing sources may not be available on favorable terms, or at all, especially in light of current market conditions, which could adversely affect our ability to maximize our returns.”
Current wording
To the extent our current liquidity is insufficient to fund future activities, we may need to raise additional funds, such as refinancing or securing new secured or unsecured debt, issuing common and preferred equity, disposing of certain assets to fund our operations, and/or other public or private sources of capital. If we raise additional funds by issuing equity securities, the ownership of our existing stockholders will be diluted. The incurrence of additional debt financing would result in debt service obligations, and any future instruments governing such debt could provide for operating and financing covenants that could restrict our operations. We cannot assure you that we could obtain refinancing or additional financing on favorable terms or at all. See “Part I. Item 1A. Risk Factors — Access to financing sources may not be available on favorable terms, or at all, especially in light of current market conditions, which could adversely affect our ability to maximize our returns.” in our 2025 Form 10-K.
Previous wording
Total cash at March 31, 2026 and 2025 were $44.0 million and $22.8 million, respectively. The following table presents consolidated information about cash flows:
Current wording
Total cash at June 30, 2026 and 2025 were $339.1 million and $19.2 million, respectively. The following table presents consolidated information about cash flows:
Previous wording
During the three months ended March 31, 2026, net cash used in investing activities was $134.8 million compared to net cash used of $24.2 million for the three months ended March 31, 2025. The $110.6 million increase was primarily due to the acquisition of ALGC.
Current wording
During the six months ended June 30, 2026, net cash used in investing activities was $167.1 million compared to net cash used of $41.6 million for the six months ended June 30, 2025. The $125.5 million increase was primarily due to the acquisitions of ALGC and Piedmont.
Previous wording
During the three months ended March 31, 2026, net cash provided by financing activities was $72.3 million compared to net cash used of $14.0 million for the three months ended March 31, 2025. The $58.3 million increase was primarily driven by increased proceeds from notes payable, primarily to fund the acquisition of ALGC.
Current wording
During the six months ended June 30, 2026, net cash provided by financing activities was $387.0 million compared to net cash provided of $23.6 million for the six months ended June 30, 2025. The $363.5 million increase was primarily driven by the Company's follow-on offering of Class A Common Stock in the second quarter, as well as increased proceeds from notes payable, primarily to fund the acquisition of ALGC.
Previous wording
On October 1, 2025, Cardinal NC, Cardinal and our wholly owned subsidiaries entered into a credit facility (the “October 2025 Credit Facility”) with Truist Bank, as administrative agent and lender, and the other lenders thereto from time to time, which refinanced the approximately $6.3 million outstanding under the senior secured credit facility dated as of October 18, 2024 with Truist Bank as lender thereto (the “October 2024 Credit Facility”) and refinanced the approximately $74.8 million outstanding under the master equipment security agreement dated as of October 21, 2024, as amended, with Truist Equipment Finance Corp as lender thereto (the “Equipment Facility”). Cardinal Group is not a party to the October 2025 Credit Facility. The October 2025 Credit Facility, among other things, (i) established a revolving credit facility of $75.0 million in aggregate principal amount, including a $10.0 million letter of credit sub-facility and a $10.0 million swingline sub-facility and (ii) established a term loan facility of $120.0 million in aggregate principal amount. The October 2025 Credit Facility has a maturity date of October 1, 2030. The obligations under the October 2025 Credit Facility are secured by substantially all of our assets and the assets of the subsidiary guarantors.
Current wording
On October 1, 2025, Cardinal NC, Cardinal and our wholly owned subsidiaries entered into a credit facility (the “October 2025 Credit Facility”) with Truist Bank, as administrative agent and lender, and the other lenders thereto from time to time, which refinanced the approximately $6.3 million outstanding under the senior secured credit facility dated as of October 18, 2024 with Truist Bank as lender thereto and refinanced the approximately $74.8 million outstanding under the master equipment security agreement dated as of October 21, 2024, as amended, with Truist Equipment Finance Corp as lender thereto (the “Equipment Facility”). Cardinal Group is not a party to the October 2025 Credit Facility. The October 2025 Credit Facility, among other things, (i) established a revolving credit facility of $75.0 million in aggregate principal amount, including a $10.0 million letter of credit sub-facility and a $10.0 million swingline sub-facility and (ii) established a term loan facility of $120.0 million in aggregate principal amount. The October 2025 Credit Facility has a maturity date of October 1, 2030. The obligations under the October 2025 Credit Facility are secured by substantially all of our assets and the assets of the subsidiary guarantors.
Previous wording
As of December 31, 2025, outstanding borrowings under the term loan facility of the October 2025 Credit Facility totaled $120.0 million and we had no outstanding borrowings under the revolving facility of the October 2025 Credit Facility. We used a portion of the net proceeds from the IPO to repay $24.3 million outstanding under the revolving facility of the October 2025 Credit Facility (the “Debt Repayment”). Following the Debt Repayment, and incorporating all transactions up to December 31, 2025, we have $75.0 million of availability. As of March 31, 2026, Cardinal was in compliance with all covenants under the October 2025 Facility.
Current wording
As of June 30, 2026, outstanding borrowings under the term loan facility of the October 2025 Credit Facility totaled $195.0 million and we had no outstanding borrowings under the revolving facility of the October 2025 Credit Facility. As of June 30, 2026, Cardinal was in compliance with all covenants under the October 2025 Facility.
Previous wording
Cardinal has equipment under finance leases that have payments through various dates with the earliest lease beginning in July 2022 and the final lease expiring in December 2028. As of March 31, 2026, Cardinal had a total of $9.0 million of minimum finance lease payments remaining. The assets and liabilities under the finance leases are recorded at the present value of the future minimum lease payments using a weighted-average discount rate of 4.80%. As of March 31, 2026, the weighted-average remaining lease term was 2.44 years. Further information regarding finance leases can be found in Note 8 — Leases to Cardinal’s audited financial statements included elsewhere in this Report for more information.
Current wording
Cardinal has equipment under finance leases that have payments through various dates with the earliest lease beginning in July 2022 and the final lease expiring in December 2028. As of June 30, 2026, Cardinal had a total of $8.0 million of minimum finance lease payments remaining. The assets and liabilities under the finance leases are recorded at the present value of the future minimum lease payments using a weighted-average discount rate of 4.83%. As of June 30, 2026, the weighted-average remaining lease term was 2.23 years. Further information regarding finance leases can be found in Note 8 — Leases to Cardinal’s unaudited financial statements included elsewhere in this Report for more information.
Previous wording
In addition to our available cash and cash provided by operations and borrowings, from time to time we may issue common stock to finance acquisitions.
Current wording
In addition to our available cash and cash provided by operations and borrowings, from time to time we may issue additional shares of common stock to finance acquisitions, working capital requirements, capital expenditures and the repayment, refinancing, redemption or repurchase of indebtedness or other securities.
Previous wording
See “Part II. Item 1A. Risk Factors — Risks Related to Our Organizational Structure” in our 2025 10-K and “Certain Relationships and Related Party Transactions” in our Registration Statement on Form S-1 (File No. 333-290850) filed with the SEC on December 1, 2025.
Current wording
See “Part I. Item 1A. Risk Factors — Risks Related to Our Organizational Structure” in our 2025 Form 10-K and “Certain Relationships and Related Party Transactions” in our Registration Statement on Form S-1 (File No. 333-290850) filed with the SEC on December 1, 2025.
Previous wording
Capital equipment is acquired as needed by increased levels of production and to replace retiring equipment. Capital expenditures, net of disposals, incurred during the quarter ended March 31, 2026 were $9.3 million. Management expects capital expenditures will be materially higher than prior years because we have begun building our own asphalt manufacturing plant, and we are upgrading the fleet of Cardinal and may make strategic acquisitions. Capital expenditures, net of disposals, incurred during the quarter ended March 31, 2025 were $10.4 million. The award of a project requiring significant purchases of equipment or other factors could result in increased expenditures.
Current wording
Capital equipment is acquired as needed by increased levels of production and to replace retiring equipment. Capital expenditures, net of disposals, incurred during the six months ended June 30, 2026 were $34.0 million. Management expects capital expenditures will be materially higher than prior years because we have begun building our own asphalt manufacturing plant, are upgrading our fleet to support growth and may make strategic acquisitions. Capital expenditures, net of disposals, incurred during the six months ended June 30, 2025 were $22.6 million. The award of a project requiring significant purchases of equipment or other factors could result in increased expenditures.
Previous wording
While there is uncertainty in the availability and timing of new bid opportunities and the award of new contracts, many of which involve a lengthy and complex design and bidding process, our backlog reflects contracts and commitments that have already been awarded, including certain commitments from customers with whom we have a demonstrated history of successful conversion to executed contracts. Though backlog provides visibility into potential future revenue, it remains subject to execution risks, including potential cancellation, scope changes, permitting delays, and deferred start dates. As a result, the timing and amount of revenue ultimately realized from backlog may differ from our current estimates, and backlog at any point in time should not be viewed as a guarantee of future revenue or profitability. See “Part I. Item 1A. Risk Factors — Risks Related to Our Business and Industry.”
Current wording
While there is uncertainty in the availability and timing of new bid opportunities and the award of new contracts, many of which involve a lengthy and complex design and bidding process, our backlog reflects contracts and commitments that have already been awarded, including certain commitments from customers with whom we have a demonstrated history of successful conversion to executed contracts. Though backlog provides visibility into potential future revenue, it remains subject to execution risks, including potential cancellation, scope changes, permitting delays, and deferred start dates. As a result, the timing and amount of revenue ultimately realized from backlog may differ from our current estimates, and backlog at any point in time should not be viewed as a guarantee of future revenue or profitability. See “Part I. Item 1A. Risk Factors — Risks Related to Our Business and Industry” in our 2025 Form 10-K.
Previous wording
The increase in backlog was primarily due to new project awards, partially offset by revenue recognized on contracts in progress. The increase in new project awards was across the Company's Greensboro, Raleigh, Charlotte and Atlanta markets primarily due to organic growth, but also as a result of the 2025 acquisitions of Purcell, Page and Red Clay and 2026 acquisition of ALGC. Backlog growth was also driven by signed contracts that converted from letters of intent, supported by our investments in equipment and work crews through both organic and acquisition‑related purchases
Current wording
The increase in backlog was primarily due to new project awards, partially offset by revenue recognized on contracts in progress. The increase in new project awards was across the Company's Greensboro, Raleigh, Charlotte and Atlanta markets primarily due to organic growth, but also as a result of the 2025 acquisitions of Purcell, Page and Red Clay and 2026 acquisitions of ALGC and Piedmont. Backlog growth was also driven by signed contracts that converted from letters of intent, supported by our investments in equipment and work crews through both organic and acquisition‑related purchases.
Previous wording
We expect to recognize between $702 million and $776 million of our backlog within the twelve months following March 31, 2026. This estimated range is based on existing project schedules and other current assumptions. Actual timing and amounts may differ materially due to factors such as changes in project scope or schedules, weather‑related or customer‑driven delays, and contract terminations. In addition to the revenues we expect to recognize from our existing backlog, we anticipate generating additional revenues during the same period from new project awards, renewals, and the conversion of verbal or other preliminary commitments into executed contracts.
Current wording
We expect to recognize between $734 million and $812 million of our backlog within the twelve months following June 30, 2026. This estimated range is based on existing project schedules and other current assumptions. Actual timing and amounts may differ materially due to factors such as changes in project scope or schedules, weather‑related or customer‑driven delays, and contract terminations. In addition to the revenues we expect to recognize from our existing backlog, we anticipate generating additional revenues during the same period from new project awards, renewals, and the conversion of verbal or other preliminary commitments into executed contracts.
Previous wording
We define Adjusted Gross Profit Margin as Adjusted Gross Profit as a percentage of revenue. 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 three months ended March 31, 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.
Current wording
We define Adjusted Gross Profit Margin as Adjusted Gross Profit as a percentage of revenue. 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 unaudited financial statements for the three and six months 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.
Previous wording
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, and (viii) 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:
Current wording
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 related to the Tax Receivable Agreement, 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:
Previous wording
The effect of the change on the three months ended March 31, 2026 was a decrease in depreciation expense of approximately $581,223 and a corresponding increase in income before income taxes of approximately $581,223, compared to what would have been reported under the accelerated method. The effect on net income and earnings per diluted share was approximately $459,166 and $0.03 for the three months ended March 31, 2026.
Current wording
The effect of the change on the three and six months ended June 30, 2026 was a decrease in depreciation expense of approximately $2.4 million and $3.0 million and a corresponding increase in income before income taxes of approximately $2.4 million and $3.0 million compared to what would have been reported under the accelerated method. The effect on net income and earnings per diluted share was approximately $2.2 million and $0.05 and $2.8 million and $0.18 for the three and six months ended June 30, 2026, respectively.
Rearranged current paragraphs (10)
Current report — wording carried from elsewhere
See Note 3 – Business Combinations to our Unaudited Condensed Consolidated Financial Statements for further information.
Current report — wording carried from elsewhere
Revenues were $226.9 million for the three months ended June 30, 2026, an increase of $120.8 million or 114%, compared to 106.1 million for the quarter ended June 30, 2025. The increase in Revenues was driven by approximately $68.1 million of organic growth and $52.7 million of acquisition-related revenue growth. Organic growth reflects higher volume from increased residential demand across the Company's footprint and contributions from ongoing end use market/customer diversification initiatives.
Current report — wording carried from elsewhere
Gross Profit and Gross Profit Margin
Current report — wording carried from elsewhere
Gross Profit was $49.4 million for the six months ended June 30, 2026, an increase of $24.7 million, compared to $24.6 million for the six months ended June 30, 2025. The increase in Gross Profit was primarily driven by both strong organic and acquisition-related revenue growth, partially offset by an increase in cost of revenues associated with overall business growth.
Current report — wording carried from elsewhere
General and administrative expenses were $19.2 million, or 4.9% of revenue, for the six months ended June 30, 2026, compared to $5.1 million, or 2.7% of revenue, for the six months ended June 30, 2025. The increase was primarily attributable to non-recurring acquisition-related costs as well as the Company's transition to operating as a public company, including increased compliance, governance, and reporting costs. The Company also increased headcount across its operations and corporate functions, including estimating, to support continued growth and the Company's maturation as a public company. Excluding non-recurring impacts, continuing general and administrative expenses were 4% of revenue for the six months ended June 30, 2026.
Current report — wording carried from elsewhere
Depreciation and amortization was $20.9 million for the six months ended June 30, 2026, compared to $14.5 million for the six months ended June 30, 2025. The increase was primarily driven by intangible assets recognized as part of purchase accounting and equipment purchased through 2025 and early 2026 acquisitions, as well as increased depreciation related to recent capital expenditures for the Company’s legacy operations. The increase was partially offset by a change in the Company's depreciation method for fixed assets from the accelerated method to straight-line, effective January 1, 2026, which resulted in a reduction of depreciation expense of approximately $3.0 million for the six months ended June 30, 2026.
Current report — wording carried from elsewhere
Interest expense, net was $5.7 million for the six months ended June 30, 2026, compared to $2.6 million for the six months ended June 30, 2025. The increase was primarily attributable to higher outstanding debt to finance our acquisitions completed in 2025 and early 2026, partially offset by an increase in interest income of $0.6 million.
Current report — wording carried from elsewhere
Total income tax expense was $0.04 million for the six months ended June 30, 2026 as compared with $0.71 million for the six months ended June 30, 2025. In 2025, subsequent to the first quarter, the Company elected to pay the North Carolina Pass-Through Entity tax on behalf of its members, with a statutory rate of 4.5% in 2024 and 4.25% in 2025. Following the Reorganization, the Company is subject to U.S. federal, state, and local income taxes on its share of Cardinal's taxable income. Accordingly, income tax expense for the six months ended June 30, 2026 reflects a fundamentally different tax profile than in prior years. Changes in estimates related to the Company's deferred tax agreement are also reflected in year-to-date 2026 income tax expense.
Current report — wording carried from elsewhere
Net Income Attributable to Noncontrolling Interests
Current report — wording carried from elsewhere
Total net income attributable to noncontrolling interest was $14.5 million for the six months ended June 30, 2026, a 321.7% increase compared to $3.4 million for the six months ended June 30, 2025. The $11.1 million increase primarily reflects the share of net income allocated to Continuing Equity Holders of LLC units following the IPO. This was partially offset by lower income attributed to minority interest after the Company acquired the remaining ownership interests as a result of the Reorganization transactions in September 2025. As the Company operates under an Up-C arrangement, the ownership attributed to OpCo units held by Continuing Equity Holders is presented as noncontrolling interests on the condensed consolidated balance sheets and income attributable to those units is recognized in proportion to their ownership as an increase to net income attributable to noncontrolling interests in the Condensed Consolidated Statements of Operations.