Cardinal Infrastructure to buy Hughes Brothers Construction for $357.5M in 60% cash, 40% stock

Cardinal Infrastructure Group Inc.

Purchase price $357.5M: $214.5M cash plus 5,255,420 CDNL Class A shares at a $27.21 issue price (based on 33-day VWAP through Oct 14, 2026).
Hughes Brothers, a Wildwood, FL heavy civil and site contractor, posted TTM revenue of $220M at a 25% adjusted EBITDA margin as of June 30, 2026, with ~$350M backlog.
Earnout up to $162.5M based on 12 months ending June 30, 2027, payable 60% cash/40% stock; at maximum adds ~2,388,827 shares, total value ~$455M.
Closing expected Q4 2026, subject to HSR clearance; cash funded from cash on hand and existing credit facility; proforma net leverage 1.4x vs 2.5x target.
Co-founders Chad Hughes (President) and Justin Hughes (VP) will continue to lead the business; 500+ employees; sellers' shares subject to 180-day lock-up.

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