Cardinal Infrastructure Group Inc.

12/11/2025 | Press release | Distributed by Public on 12/11/2025 16:55

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Rowe Michael Bruce Jr.
2. Issuer Name and Ticker or Trading Symbol
Cardinal Infrastructure Group Inc. [CDNL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O CARDINAL INFRASTRUCTURE GROUP INC., 100 E. SIX FORKS ROAD, #300
3. Date of Earliest Transaction (Month/Day/Year)
12/09/2025
(Street)
RALEIGH, NC 27609
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class B Common Stock 12/09/2025 A(1) 2,429,624 A (1) 2,429,624 D
Class B Common Stock 12/11/2025 D 595,238 D (2) 1,834,386 D
Class B Common Stock 12/09/2025 A(1) 269,688 A (1) 269,688 I By The Rowe Family Irrevocable Trust dated March 13, 2024(3)
Class B Common Stock 12/11/2025 D 66,071 D (2) 203,617 I By The Rowe Family Irrevocable Trust dated March 13, 2024(3)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
LLC Units (4) 12/09/2025 A(1) 2,429,624 (4) (4) Class A Common Stock 2,429,624 (1) 2,429,624 D
LLC Units (4) 12/11/2025 D 595,238 (4) (4) Class A Common Stock 595,238 $21 1,834,386 D
LLC Units (4) 12/09/2025 A(1) 269,688 (4) (4) Class A Common Stock 269,688 (1) 269,688 I By The Rowe Family Irrevocable Trust dated March 13, 2024(3)
LLC Units (4) 12/11/2025 D 66,071 (4) (4) Class A Common Stock 66,071 $21 203,617 I By The Rowe Family Irrevocable Trust dated March 13, 2024(3)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rowe Michael Bruce Jr.
C/O CARDINAL INFRASTRUCTURE GROUP INC.
100 E. SIX FORKS ROAD, #300
RALEIGH, NC 27609
Chief Financial Officer

Signatures

/s/ Tiffany Gidley, Attorney-in-fact 12/11/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents securities received as part of the Issuer's reorganization in connection with its initial public offering, as described in the registration statement on Form S-1 relating to the initial public offering. These securities were previously reported on a Form 3 filed by the Reporting Person.
(2) Reflects the cancellation for no consideration of Class B Common Stock in connection with the redemption of the membership units of Cardinal Civil Contracting Holdings LLC (the "LLC Units").
(3) The Reporting Person is the spouse of the trustee of The Rowe Family Irrevocable Trust dated March 13, 2024 ("Rowe Trust"), and as a result, may be deemed to share beneficial ownership of the securities held of record by Rowe Trust.
(4) The LLC Units may be redeemed by the Reporting Person at any time at the option of the holder for shares of Class A Common Stock on a 1-to-1 basis, and a corresponding number of shares of Class B Common Stock will be forfeited in connection with the redemption. The LLC Units have no expiration date.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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