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CDNL on Nasdaq

Cardinal Infrastructure Group Inc.

Cardinal Infrastructure Group Inc. is an American heavy construction than bldg const - contractors company.2 It is headquartered in Wilmington, United States.2 Its shares trade on Nasdaq under the symbol CDNL.2

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Last updated Oct 21, 2026.

Overview

$456.0MRevenue, fiscal 20253
$22.7MNet income, fiscal 20253

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  • TickerCDNL on Nasdaq2
  • IndustryHeavy Construction Other Than Bldg Const - Contractors2
  • HeadquartersWilmington, United States2
  • Incorporated inDE4
  • Business address100 E. Six Forks Road, #300, Raleigh, Nc 276094
  • Filer category, Emerging growth company4
  • Legal formCorporation2
  • LEI5299009C6I6YXB41NP322
  • StatusActive2
  • LEI statusIssued and current2
  • Registered addressc/o THE CORPORATION TRUST COMPANY, CORPORATION TRUST CENTER 1209 ORANGE ST, 19801 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 102269912

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Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

8.9%Operating margin3
5.0%Net margin3
44.7%Revenue growth, 20253
16.3%Return on equity3
-$5.9MFree cash flow3

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs95¢$431.4M
  • Income tax0¢$2.0M
  • Profit5¢$22.7M

Out of $456.0M in revenue.3

Where each dollar of operating cash went, fiscal 2025

  • Capital spending100¢$43.8M

Out of $37.9M of cash from operations. Spending exceeded cash from operations; the rest came from savings or borrowing.3

Financial statements

Revenue3$456.0M in 2025+84% since 2023
0$200.0M$400.0M$600.0M2023: $247.9M$247.9M20232024: $315.2M$315.2M2024+27%2025: $456.0M$456.0M2025+45%
Operating income3$40.4M in 2025+37% since 2023
0$20.0M$40.0M$60.0M2023: $29.5M$29.5M20232024: $35.9M$35.9M2024+22%2025: $40.4M$40.4M2025+12%
Net income3$22.7M in 2025+10% since 2023
0$10.0M$20.0M$30.0M2023: $20.6M$20.6M20232024: $21.4M$21.4M2024+4%2025: $22.7M$22.7M2025+6%

Every line of the income statement as filed: the last 3 fiscal years, latest first.3

Period ending2025-12-312024-12-312023-12-31
Revenues$456.0M$315.2M$247.9M
Cost of revenues, excluding depreciation and amortization$359.9M$249.9M$199.1M
General and administrative$23.5M$10.7M$6.5M
Depreciation expense$25.2M$18.7M$13.2M
Amortization expense$7.1M$0$0
(Gain) loss on disposal of property and equipment-$157.4K$13.5K-$365.9K
Income from operations$40.4M$35.9M$29.5M
Interest expense, net-$6.8M-$4.8M-$4.0M
Other expense, net-$518.7K-$1.5M-$1.2M
Total other expense, net-$7.3M-$6.3M-$5.2M
Net income before taxes$33.1M$29.6M$24.3M
Income tax expense-$2.0M-$1.4M$0
Net income$31.1M$28.3M$24.3M
Less: Net income attributable to noncontrolling interests$8.4M$6.9M$3.7M
Net income attributable to Cardinal Infrastructure Group Inc.$22.7M$21.4M$20.6M

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Corporate structure

Cardinal Infrastructure Group Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Cardinal Infrastructure Group Inc.

  • AllianceBernstein Filed SCHEDULE 13G/A on Cardinal Infrastructure Group Inc., latest Aug 14, 2026 (3 filings since Feb 17, 2026)
  • DRIEHAUS CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G on Cardinal Infrastructure Group Inc., latest Aug 14, 2026
  • FMR LLC Filed SCHEDULE 13G/A on Cardinal Infrastructure Group Inc., latest Aug 6, 2026 (2 filings since Jan 8, 2026)
  • BlackRock Filed SCHEDULE 13G on Cardinal Infrastructure Group Inc., latest Jul 27, 2026
  • Schonfeld Strategic Advisors LLC Filed SCHEDULE 13G/A on Cardinal Infrastructure Group Inc., latest May 15, 2026 (2 filings since Feb 17, 2026)
  • WASATCH ADVISORS LP Filed SCHEDULE 13G/A on Cardinal Infrastructure Group Inc., latest Apr 23, 2026 (2 filings since Feb 11, 2026)
  • Erik Daniel West Filed SCHEDULE 13G on Cardinal Infrastructure Group Inc., latest Feb 17, 2026
  • Jeremy Simmons Spivey Filed SCHEDULE 13G on Cardinal Infrastructure Group Inc., latest Feb 17, 2026
  • Mark McKinney Filed SCHEDULE 13G on Cardinal Infrastructure Group Inc., latest Feb 17, 2026
  • Michael Bruce Rowe Jr. Filed SCHEDULE 13G on Cardinal Infrastructure Group Inc., latest Feb 17, 2026
  • Ross Berner Filed SCHEDULE 13G on Cardinal Infrastructure Group Inc., latest Feb 17, 2026
  • Ophir Asset Management Pty Ltd Filed SCHEDULE 13G on Cardinal Infrastructure Group Inc., latest Dec 23, 2025
  • Cardinal Infrastructure Group Inc. Wilmington, Delaware, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Cardinal Infrastructure Group Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$159.9M3 Dec 31, 2025$100.6M3 Dec 31, 2024+59.0%
Accumulated depreciation$75.0M3 Dec 31, 2025$50.8M3 Dec 31, 2024+47.7%
Property and equipment, net$84.9M3 Dec 31, 2025$49.8M3 Dec 31, 2024+70.5%
Operating-lease assets (leased space)$8.9M3 Dec 31, 2025$5.1M3 Dec 31, 2024+74.8%

Investments

ItemLatestA year beforeChange
Stakes in other companies (equity method)$03 Dec 31, 2025$984.0K3 Dec 31, 2024−100.0%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$23.5M3 Dec 31, 2025$7.1M3 Dec 31, 2024+233.4%
Intangible assets, net (excluding goodwill)$15.5M3 Dec 31, 2025$03 Dec 31, 2024
Accumulated amortization$7.1M3 Dec 31, 2025
Finite-lived intangibles, net$15.5M3 Dec 31, 2025

Properties, in its own words

As of December 31, 2025, we leased approximately 27,500 square feet of office space in four locations in North Carolina, including our corporate headquarters in Raleigh, and one location in South Carolina. In addition, we leased approximately 25,000 square feet of shop and storage space in four locations in North Carolina. We believe these facilities are adequate to meet our current and near-term requirements.

Item 2 of the 10-K filed Mar 23, 2026.7

Leadership

Who has led Cardinal Infrastructure Group Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Jeremy Simmons Spivey2025–now
Board members and other officers (6)

Former names

  • Civil Infrastructure Group Inc.Aug 8, 2025 to Aug 11, 20254

Timeline

  1. Oct 1, 20268-K Unregistered sale of shares; Regulation FD disclosure14
  2. Sep 11, 20268-K Entered a material agreement15
  3. Aug 11, 20268-K Results of operations; Regulation FD disclosure16
  4. Jun 5, 20268-K Shareholder vote17
  5. May 12, 20268-K Results of operations; Regulation FD disclosure18
  6. May 6, 20268-K Financial statements and exhibits19
  7. Mar 19, 20268-K Results of operations; Regulation FD disclosure20
  8. Mar 18, 20268-K Executive or director change21
  9. Feb 19, 20268-K Entered a material agreement; Completed an acquisition or sale; Results of operations22
  10. Dec 15, 20258-K Completed an acquisition or sale; Other events23
  11. Dec 12, 20258-K Entered a material agreement; Unregistered sale of shares; Change to shareholders' rights24
  12. Dec 10, 2025New chief executive Jeremy Simmons Spivey becomes CEO8
  13. Jun 12, 2025Founded Cardinal Infrastructure Group Inc. is founded2

Calendar

Coming up

  1. Nov 10, 2026Reports results for the quarter ending Sep/202625

When it reported results

  1. Aug 11, 2026Reported quarterly or annual results16
  2. May 12, 2026Reported quarterly or annual results18
  3. Mar 19, 2026Reported quarterly or annual results20
  4. Feb 19, 2026Reported quarterly or annual results22

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

97 filings to the SEC since October 2021: 1 annual reports, 2 quarterly reports, 11 major events, 36 insider forms, 17 large holders, 30 other. The latest 20:

  1. Oct 1, 20268-K EDGAR
  2. Sep 11, 20268-K EDGAR
  3. Aug 18, 20264 EDGAR
  4. Aug 17, 20264 EDGAR
  5. Aug 17, 20264 EDGAR
  6. Aug 17, 20264 EDGAR
  7. Aug 17, 20264 EDGAR
  8. Aug 17, 20264 EDGAR
  9. Aug 17, 20264 EDGAR
  10. Aug 14, 2026SCHEDULE 13G/A EDGAR
  11. Aug 14, 2026SCHEDULE 13G EDGAR
  12. Aug 12, 202610-Q EDGAR
  13. Aug 11, 20268-K EDGAR
  14. Aug 6, 2026SCHEDULE 13G/A EDGAR
  15. Jul 27, 2026SCHEDULE 13G EDGAR
  16. Jun 25, 2026424B4 PROSPECTUS EDGAR
  17. Jun 24, 2026EFFECT EDGAR
  18. Jun 24, 2026S-1MEF REGISTRATION STATEMENT EDGAR
  19. Jun 22, 2026S-1 REGISTRATION STATEMENT EDGAR
  20. Jun 10, 2026DRS EDGAR

The 97 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

13 open-market trades by officers, directors and large owners since October 2021: 13 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 17, 2026Wimmer Richard BennettDirectorBuy7,500$39.13$293.5KForm 4
Aug 14, 2026Lee Richard Melvin Jr.DirectorBuy34,000$36.82$1.3MForm 4
Aug 14, 2026Rowe Michael Bruce Jr.Chief Financial OfficerBuy7,000$36.53$255.7KForm 4
Aug 14, 2026Wood Anthony Leon Jr.DirectorBuy51,400$39.36$2.0MForm 4
Aug 14, 2026Spivey Jeremy SimmonsChief Executive OfficerBuy83,350$38.41$3.2MForm 4
Aug 14, 2026Zelman IvyDirectorBuy12,647$39.61$500.9KForm 4
Aug 14, 2026Wood BenjaminChief Operating OfficerBuy25,700$39.48$1.0MForm 4
May 27, 2026Wood BenjaminChief Operating OfficerBuy20,000$51.30$1.0MForm 4
Mar 26, 2026Zelman IvyDirectorBuy6,921$36.33$251.4KForm 4
Dec 11, 2025Wimmer Richard BennettDirectorBuy10,000$21.00$210.0KForm 4
Dec 11, 2025Lee Richard Melvin Jr.DirectorBuy22,725$21.00$477.2KForm 4
Dec 11, 2025Zelman IvyDirectorBuy2,275$21.00$47.8KForm 4
Dec 11, 2025Gidley Tiffany LeannGeneral Counsel and SecretaryBuy6,000$21.00$126.0KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Jeremy SpiveyChairman and Chief Executive Officer$450.0K38
2025Erik West Chief Operating OfficerCardinal Civil Contracting$400.0K38
2025Mike RoweChief Financial Officer$360.0K38
2024Erik West Chief Operating OfficerCardinal Civil Contracting$130.0K38
2024Jeremy SpiveyChairman and Chief Executive Officer$130.0K38
2024Mike RoweChief Financial Officer$120.0K38

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Fmr LLC2,957,660$278.6M0.0%+971,368
Driehaus Capital Management LLC1,208,910$113.9M0.7%+548,396
BlackRock, Inc.1,207,548$113.8M0.0%+510,349
Emerald Advisers, LLC847,969$79.9M1.9%+269,369
Ameriprise Financial Inc771,009$72.6M0.0%New
Fred Alger Management, LLC727,033$68.5M0.2%+40,448
American Century Companies Inc710,881$67.0M0.0%New
Vanguard Capital Management LLC704,186$66.3M0.0%+188,767
Victory Capital Management Inc666,645$62.8M0.0%New
Principal Financial Group Inc646,899$60.9M0.0%+218,636
Emerald Mutual Fund Advisers Trust549,297$51.7M1.8%+190,234
Franklin Resources Inc524,122$49.4M0.0%New
Kayne Anderson Rudnick Investment Management LLC455,366$42.9M0.1%New
Engle Capital Management, L.P.447,655$42.2M11.6%+129,655
Geode Capital Management, LLC421,713$39.7M0.0%+114,770
Alliancebernstein L.P.982,766$39.0M0.0%+50,446
Federated Hermes, Inc.392,348$37.0M0.1%+33,400
Wasatch Advisors LP349,444$32.9M0.2%−343,606
State Street Corp326,245$30.7M0.0%+58,316
Balyasny Asset Management L.P.302,634$28.5M0.1%+192,841
Ophir Asset Management Pty Ltd279,053$26.3M2.2%−523,686
Loomis Sayles & Co L P246,999$23.3M0.0%New
Goldman Sachs Group Inc213,440$20.1M0.0%+38,662
Two Sigma Investments, LP182,180$17.2M0.0%+45,320
Osterweis Capital Management Inc179,516$16.9M0.9%+9,580

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Cardinal Infrastructure Group Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARCardinal Infrastructure Group Inc.1
  • CIK0002079999
  • Employer ID (EIN)39-31802067
  • Filer statusNon-accelerated filer an emerging growth company; not a smaller reporting company; not a shell company7
  • Incorporated inDelaware7
  • Fiscal year endsDecember 311
  • Industry code (SIC)1600 Heavy Construction Other Than Bldg Const - Contractors1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address100 E. Six Forks Road, #300, Raleigh, NC 276091
  • Phone(919) 324-19641
  • Shares outstanding15,292,984 Common Class A shares; 27,573,875 Common Class B shares as of Mar 18, 20267
  • Public float$0 as of Jun 30, 20253
  • AuditorGRANT THORNTON LLP, Tulsa, Oklahoma PCAOB ID 248; no auditor attestation of internal control over financial reporting7
  • On EDGAR sinceAug 8, 20251
  • Filings97 in all: 4 (24), 3 (12), SCHEDULE 13G (12), 8-K (10), SCHEDULE 13G/A (5), CORRESP (4), UPLOAD (4), DRSLTR (3)1
    All 24 form types

    10-Q (2), 424B4 (2), DRS (2), DRS/A (2), EFFECT (2), S-1 (2), S-1/A (2), 10-K (1), 8-A12B (1), 8-K/A (1), ARS (1), CERT (1), DEF 14A (1), DEFA14A (1), S-1MEF (1), S-8 (1)

  • Latest filingsAnnual report (10-K) Mar 23, 2026
    Quarterly report (10-Q) Aug 12, 2026
    Proxy statement (DEF 14A) Apr 24, 2026
    Latest 8-K (8-K) Oct 1, 2026

Securities registered for trading

ClassSymbolExchange
Class A Common Stock, $0.0001 Par ValueCDNLThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Mar 23, 2026 (Section 12(b) of the Exchange Act).7

Risk factors and legal proceedings

The risks Cardinal Infrastructure Group Inc. names in Item 1A of its 10-K filed Mar 23, 2026: 70 risks under these headings, as written.7

  • Risks Related to Our Business and Industry
  • Demand for our services may decrease during economic recessions or volatile economic cycles, and a reduction in demand in end markets may adversely affect our business.
  • Our geographic concentration could materially and adversely affect us if the construction industry in our current markets should decline.
  • Our dependence on suppliers of materials and subcontractors could increase our costs and impair our ability to complete contracts on a timely basis or at all.
  • Utility shortages or price increases could have an adverse impact on operations.
  • If we do not accurately estimate the overall risks, requirements or costs related to a project when we bid for a contract that is ultimately awarded to us, we may achieve a lower than anticipated profit or incur a loss on the contract.
  • The infrastructure services industry is highly schedule-driven, and our failure to meet the schedule requirements of our contracts could adversely affect our reputation and/or expose us to financial liability.
  • We may incur higher costs to lease, acquire and maintain equipment necessary for our operations, and the market value of our owned equipment may decline.
  • Because our industry is capital-intensive and we have significant fixed and semi-fixed costs, our profitability is sensitive to changes in volume.
  • Interest rate changes, and the failure to hedge against them, may adversely affect us.
  • We may not accurately assess and/or estimate the quality, quantity, availability and cost of aggregates we need to complete a project, particularly for projects in rural areas.
  • Timing of the award and performance of new contracts may fluctuate.
The other 59 risks
  • Natural and man-made disasters, severe weather, and adverse geologic conditions may increase costs, cause project delays and reduce consumer demand, all of which could materially and adversely affect us.
  • Changes to population growth rates in certain of the markets in which we operate or plan to operate could affect the demand for homes in these regions.
  • Our business is seasonal and subject to adverse weather and climate conditions, which can adversely impact our business and cause our quarterly operating results to fluctuate.
  • We rely on information technology systems to conduct our business, which are subject to disruption, failure or security breaches.
  • Major public health crises could disrupt our operations and adversely affect its business, results of operations and financial condition.
  • The public infrastructure construction industry is highly competitive, with a variety of companies competing against us, and our failure to compete effectively could reduce the number of new contracts awarded to us or adversely affect our margins on contracts awarded.
  • Our public infrastructure business relies on highly competitive and highly regulated state or local government contracts.
  • Our public infrastructure business depends on our ability to qualify as an eligible bidder under state or local government contract criteria and to compete successfully against other qualified bidders in order to obtain state or local government contracts.
  • Our public infrastructure business depends on federal, state and local government spending for public infrastructure construction, and reductions in government funding could adversely affect our results of operations.
  • An inability to obtain bonding could limit the aggregate dollar amount of contracts that we are able to pursue for our public infrastructure business.
  • A prolonged government shutdown may adversely affect our public infrastructure business.
  • We may not be able to recover on claims or change orders against clients for payment or on claims against subcontractors for performance.
  • Most of our contracts can be canceled on short notice.
  • Risks Related to Our Management and Workforce
  • We depend on key management personnel.
  • We depend on our ability to hire, train and retain qualified personnel in a competitive industry.
  • Our results of operations can be adversely affected by labor shortages, turnover and labor cost increases.
  • Federal, state and local employment-related laws and regulations could increase our cost of doing business and subject us to fines and lawsuits.
  • We may be subject to unionization, work stoppages, slowdowns or increased labor costs.
  • If we are unable to comply with applicable immigration laws, our ability to successfully complete contracts may be negatively impacted.
  • Our operations are subject to hazards that may cause personal injury or property damage, thereby subjecting us to liabilities and possible losses, which may not be covered by insurance as well as negative reputational impacts relating to health and safety matters.
  • Risks Related to Regulatory Matters
  • Environmental, health and safety and other regulatory matters, including those relating to climate change, could adversely affect our ability to conduct our business and could require expenditures that could have a material adverse effect on our results of operations and financial condition. In addition, future regulations, or more stringent enforcement of existing regulations, could increase those costs and liabilities, which could adversely affect our financial position and results of operations.
  • We are required to obtain, maintain and comply with government permits, licenses and approvals, and failure to obtain, maintain, and comply with such permits, licenses and approvals could adversely affect our or our customers’ operations.
  • Recent and potential changes in U.S. trade policies and retaliatory responses from other countries may significantly increase the costs or limit supplies of materials and products used in our construction projects involving concrete.
  • Tax matters, including changes in corporate tax laws and disagreements with taxing authorities, could impact our results of operations and financial condition.
  • Risks Related to Our Acquisition Strategy
  • Our strategy, which includes expanding into adjacent markets, may not be successful.
  • We cannot make any assurances that our growth or expansion strategies will be successful, and we may incur a variety of costs to engage in such strategies, including through targeted acquisitions, and the anticipated benefits may never be realized.
  • Risks Related to Our Financial Results, Financing and Liquidity
  • Our use of over time revenue recognition (specifically, recognition of revenue based on the cost-to-cost input method) accounting related to our projects could result in a reduction or elimination of previously reported revenue and profits.
  • Our backlog may not be realized or may not result in profits and may not accurately represent future revenue.
  • We may need to raise additional capital in the future for working capital, capital expenditures and/or acquisitions, and we may not be able to do so on favorable terms or at all, which would impair our ability to operate our business or achieve our growth objectives.
  • To service our indebtedness and to fund working capital, we will require a significant amount of cash. Our ability to generate cash depends on many factors that are beyond our control, including the fact that adverse capital and credit market conditions may affect our ability to meet liquidity needs, access to capital and cost of capital.
  • We must manage our liquidity carefully to fund our working capital.
  • Failure to maintain adequate financial and management processes and internal controls could lead to errors in reporting our financial results.
  • In connection with the preparation of the financial statements, material weaknesses in Cardinal’s internal controls over financial reporting were identified and, if our remediation is not effective, or if we fail to maintain an effective system of internal controls over financial reporting in the future, we may not be accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence and profitability.
  • Changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our results of operations and financial condition.
  • Our current financing arrangements contain, and our future financing arrangements likely will contain, restrictive covenants.
  • We expect to use leverage in executing our business strategy, which may adversely affect the return on our assets.
  • Risks Related to Our Organizational Structure
  • Our principal asset is our interest in Cardinal, and, as a result, we depend on distributions from Cardinal to pay our taxes and expenses, including payments under the Tax Receivable Agreement. Cardinal’s ability to make such distributions may be subject to various limitations and restrictions.
  • The Tax Receivable Agreement with the Continuing Equity Holders requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and we expect that such payments will be substantial.
  • Our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon the Continuing Equity Holders that do not benefit holders of our Class A Common Stock to the same extent that they benefit the Continuing Equity Holders.
  • In certain cases, payments under the Tax Receivable Agreement to the Continuing Equity Holders may be accelerated or significantly exceed any actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement.
  • We will not be reimbursed for any payments made to the Continuing Equity Holders under the Tax Receivable Agreement in the event that any tax benefits are disallowed.
  • Risks Related to the Ownership of our Class A Common Stock
  • The Continuing Equity Holders continue to have significant influence over us after our initial public offering, including control over decisions that require the approval of stockholders.
  • Our stock price may change significantly, and you may not be able to resell shares of our Class A Common Stock at or above the price you paid or at all, and you could lose all or part of your investment as a result.
  • Certain provisions of Delaware law and antitakeover provisions in our organizational documents could delay or prevent a change of control.
  • We are subject to financial reporting and other requirements as a newly public company for which our accounting and other management systems and resources may not be adequately prepared.
  • The JOBS Act allows us to postpone the date by which we must comply with certain laws and regulations intended to protect investors and to reduce the amount of information we provide in our reports filed with the SEC. We cannot be certain if this reduced disclosure will make our Class A Common Stock less attractive to investors.
  • Because we have no current plans to pay regular cash dividends on our Class A Common Stock, you may not receive any return on investment unless you sell your Class A Common Stock for a price greater than that which you paid for it.
  • Our A&R Charter provides that the Court of Chancery of the State of Delaware is the sole and exclusive forum for certain stockholder litigation matters and the federal district courts of the United States are the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.
  • If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, or if there is any fluctuation in our credit rating, our stock price and trading volume could decline.
  • If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.
  • Future sales, or the perception of future sales, by us or our existing stockholders in the public market could cause the market price for our Class A Common Stock to decline.
  • General Risk Factors
  • We are subject to litigation, arbitration, or other claims which could materially and adversely affect us.
  • We may suffer uninsured losses or material losses in excess of insurance limits.
  • Acts of war or terrorism may seriously harm our business.
  • Negative publicity could adversely affect our reputation as well as our business, financial results, and stock price.
  • Changes in accounting rules, assumptions, and/or judgments could materially and adversely affect us.
  • Access to financing sources may not be available on favorable terms, or at all, especially in light of current market conditions, which could adversely affect our ability to maximize our returns.
  • We may change our operational policies, investment guidelines and our business and growth strategies without stockholder consent, which may subject us to different and more significant risks in the future.
  • Future offerings of debt securities, which would rank senior to our Class A Common Stock upon our bankruptcy or liquidation, and future offerings of equity securities that may be senior to our Class A Common Stock for the purposes of dividend and liquidation distributions, may adversely affect the market price of our Class A Common Stock.

Legal proceedings

We are, and may in the future be, involved as a party to various legal proceedings, which are incidental to the ordinary course of business. We regularly analyze current information and, as necessary, provide accruals for probable liabilities on the eventual disposition of these matters. In the opinion of management, after consultation with legal counsel, there are currently no threatened or pending legal matters that would reasonably be expected to have a material adverse impact on our consolidated results of operations, financial position or cash flows.

The opening of Item 3, Legal Proceedings.7

Sources

The numbers on this page point here. Each one links to the record it came from.

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