Cardinal Infrastructure Group Maintains $357.5M Hughes Brothers Construction Deal Purchase Price And Changes Consideration To 60%/40% Cash/CDNL Shares From 50%/50% Previously

Hughes Brothers' owners will receive approximately $214.5 million in cash and 5,255,420 shares of Cardinal Class A common stock, based on an issue price of $27.21 per share.

The amendment also revises the earnout so that the sellers will be eligible to receive up to a maximum of $162.5 million based on Hughes Brothers adjusted EBITDA for the 12 months ending June 30, 2027, payable 60% in cash and 40% in stock. At the maximum, the earnout would include up to approximately 2,388,827 additional shares at the issue price of $27.21 per share.

Cardinal expects the acquisition to be immediately accretive to adjusted EBITDA per share. Hughes Brothers generated an adjusted EBITDA margin1 of 25% on revenue of $220 million for the 12 months ended June 30, 2026, and its current backlog of approximately $350 million provides visibility into future revenue and profitability. The acquisition establishes a scaled platform in the fast-growing Central Florida market and supports Cardinal's strategy to build the Southeast's premier site development platform.

The transaction is still expected to close in the fourth quarter of 2026, subject to regulatory approvals and customary closing conditions. The cash consideration will be funded through cash on hand and borrowings under Cardinal's existing credit facility.