{"filing":{"accession_number":"0001193125-26-424737","cik":"0002079999","ticker":"CDNL","company_name":"Cardinal Infrastructure Group Inc.","form":"8-K","filing_date":"2026-10-19","report_date":"2026-10-13","primary_document":"cdnl-20261013.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2079999/000119312526424737/cdnl-20261013.htm"},"events":[{"id":35986,"run_id":33175,"accession_number":"0001193125-26-424737","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"summary":"Cardinal Infrastructure Group entered into a definitive Agreement and Plan of Merger on October 13, 2026, to acquire Hughes Brothers Construction Inc. for $357.5 million in base consideration (cash and stock) plus up to $162.5 million in earnout, with the transaction expected to close in Q4 2026 and projected to be immediately accretive to adjusted EBITDA per share.","company_name":"Cardinal Infrastructure Group Inc.","ticker":"CDNL","filing_date":"2026-10-19","form":"8-K","submitted_at":null,"items":[{"id":40246,"accession_number":"0001193125-26-424737","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Cardinal Infrastructure Group entered into an Agreement and Plan of Merger on October 13, 2026, to acquire Hughes Brothers Construction Inc. for $357.5 million in cash and stock consideration, with an additional earnout of up to $162.5 million. The filing discloses a material acquisition with a definitive merger agreement, closing conditions, and consideration structure—a classic M\u0026A transaction under Item 1.01. The transaction is expected to close in Q4 2026 and is immediately accretive to adjusted EBITDA per share.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T13:00:44.619944+00:00","company_name":"","ticker":null,"filing_date":""},{"id":40247,"accession_number":"0001193125-26-424737","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Item 3.02 discloses unregistered issuance of Cardinal Class A common stock to Hughes Brothers stockholders as part of the $357.5 million acquisition consideration. The amended agreement specifies issuance of approximately 5,255,420 shares at $27.21 per share (40% of base consideration) plus up to 2,388,827 additional earnout shares, representing a material dilutive equity issuance in a private transaction exempt under Section 4(a)(2). While this is technically part of an M\u0026A transaction, Item 3.02 specifically flags the equity issuance component, which is the focus of this section.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T13:00:44.619944+00:00","company_name":"","ticker":null,"filing_date":""},{"id":40248,"accession_number":"0001193125-26-424737","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Cardinal Infrastructure Group announced entry into a definitive merger agreement to acquire Hughes Brothers Construction Inc. for $357.5 million (with potential earnout up to $455 million total), followed by an amendment to that agreement modifying consideration structure. This is a material acquisition disclosed under Item 7.01 via press releases, representing a significant M\u0026A transaction that would materially affect investor assessment of the registrant's capital deployment, financial position, and strategic direction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T13:00:44.619944+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":40246,"accession_number":"0001193125-26-424737","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Cardinal Infrastructure Group entered into an Agreement and Plan of Merger on October 13, 2026, to acquire Hughes Brothers Construction Inc. for $357.5 million in cash and stock consideration, with an additional earnout of up to $162.5 million. The filing discloses a material acquisition with a definitive merger agreement, closing conditions, and consideration structure—a classic M\u0026A transaction under Item 1.01. The transaction is expected to close in Q4 2026 and is immediately accretive to adjusted EBITDA per share.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T13:00:44.619944+00:00","company_name":"Cardinal Infrastructure Group Inc.","ticker":"CDNL","filing_date":"2026-10-19"},{"id":40247,"accession_number":"0001193125-26-424737","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Item 3.02 discloses unregistered issuance of Cardinal Class A common stock to Hughes Brothers stockholders as part of the $357.5 million acquisition consideration. The amended agreement specifies issuance of approximately 5,255,420 shares at $27.21 per share (40% of base consideration) plus up to 2,388,827 additional earnout shares, representing a material dilutive equity issuance in a private transaction exempt under Section 4(a)(2). While this is technically part of an M\u0026A transaction, Item 3.02 specifically flags the equity issuance component, which is the focus of this section.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T13:00:44.619944+00:00","company_name":"Cardinal Infrastructure Group Inc.","ticker":"CDNL","filing_date":"2026-10-19"},{"id":40248,"accession_number":"0001193125-26-424737","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Cardinal Infrastructure Group announced entry into a definitive merger agreement to acquire Hughes Brothers Construction Inc. for $357.5 million (with potential earnout up to $455 million total), followed by an amendment to that agreement modifying consideration structure. This is a material acquisition disclosed under Item 7.01 via press releases, representing a significant M\u0026A transaction that would materially affect investor assessment of the registrant's capital deployment, financial position, and strategic direction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T13:00:44.619944+00:00","company_name":"Cardinal Infrastructure Group Inc.","ticker":"CDNL","filing_date":"2026-10-19"}]}