Cardinal Infrastructure to Acquire Hughes Brothers Construction for $357.5 Million

Cardinal Infrastructure Group Inc. (NASDAQ: CDNL) announced on October 13, 2026, that it has entered into a definitive agreement to acquire Hughes Brothers Construction Inc., a Central Florida heavy civil contractor. The transaction is valued at an aggregate purchase price of approximately $357.5 million, subject to adjustments. The acquisition is expected to close in the fourth quarter of 2026, contingent upon regulatory approvals and the satisfaction of customary closing conditions.

Under the terms of the Merger Agreement, the purchase price will be paid through a combination of cash and Cardinal’s Class A common stock. The cash portion is set at $214.5 million, while the stock portion is valued at $143.0 million. Based on the volume-weighted average price of Cardinal’s stock for the 33 trading days ending October 14, 2026, the stock consideration consists of 5,255,420 shares. The cash portion is expected to be funded through a combination of cash on hand and borrowings under Cardinal’s credit facility.

Additionally, the selling stockholders may be eligible to receive an additional payment of up to $162.5 million. This Additional Payment is tied to the Adjusted Company EBITDA of the Group Companies for the twelve months ending June 30, 2027. If earned, this payment will be distributed 60% in cash and 40% in Cardinal stock. Cardinal has the right to set off amounts owed to it under indemnification claims against this Additional Payment. The shares issued as consideration are exempt from registration under Section 4(a)(2) of the Securities Act.

Cardinal expects the transaction to qualify as a reorganization under Section 368(a) of the Internal Revenue Code. The agreement includes customary representations, warranties, and covenants, as well as a lock-up agreement restricting the transfer of shares received by the selling stockholders for 180 days following the closing. The leadership of Hughes Brothers, including President and Co-Founder Chad Hughes and Vice President and Co-Founder Justin Hughes, is expected to remain in place to lead the business.