Cardinal Infrastructure Group (CDNL) M&A announcement summary

Deal rationale and strategic fit

• Establishes a scaled Central Florida platform with 500+ employees, owned equipment, wet utility and site development capabilities, and long-standing customer relationships.

• Hughes Brothers' projects average more than 80 acres and serve residential, commercial, industrial, and municipal markets.

• Fourth acquisition this year, consistent with a platform model emphasizing strong local leadership, scale, wet utility capabilities, and significant self-performance.

Financial terms and conditions

• Initial consideration of $357.5 million funded with Class A stock, $156 million of new debt, and cash on hand; at least 40% of closing consideration will be equity, with issued shares subject to a 180-day lock-up.

• Selling stockholders may receive up to $97.5 million in additional cash and stock tied to Hughes Brothers' 2026 adjusted EBITDA; maximum potential transaction value is ~$455 million.

• Pro forma net leverage expected at 1.4x, below the 2.5x maximum target.

• TTM revenue exceeded $220 million as of June 30, 2026; backlog was $350 million, providing activity visibility but not a precise quarterly revenue schedule.

• Adjusted EBITDA margin profile is immediately accretive to the guided 2026 range; exact margin was not disclosed.

Integration plans and timeline

• Closing expected in Q4 2026, subject to regulatory approvals and customary closing conditions.

• Co-founders Chad and Justin Hughes will remain in leadership; initial plans support the local team and add resources without changing the operating model.

• After integration and standard operating procedures are established, plans call for vertical service integration, deeper customer penetration, and eventual expansion across Florida.