Verde Clean Fuels (VGAS) director awarded 155,246 RSUs in stock grant

Rhea-AI Filing Summary

Palmer Duncan reported acquisition or exercise transactions in this Form 4 filing.

Verde Clean Fuels, Inc. director Palmer Duncan reported an award of 155,246 shares of Class A Common Stock in the form of restricted stock units. These RSUs are subject to vesting conditions. Following this grant, Duncan holds 176,911 shares of Class A Common Stock directly.

Insider Trade Summary

Net Buyer: 155,246 shares

Net Buy 1 txn

Insider Palmer Duncan

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock F1	155,246	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 176,911 shares (Direct)

Footnotes (1)

1. F1. Represents restricted stock units ("RSUs") subject to vesting conditions.

Key Figures

RSUs granted: 155,246 shares Shares owned after grant: 176,911 shares Stated grant price: $0.00 per share

3 metrics

RSUs granted 155,246 shares Grant of restricted stock units subject to vesting conditions

Shares owned after grant 176,911 shares Direct Class A Common Stock holdings following the RSU award

Stated grant price $0.00 per share Price per share for the RSU award as reported

Key Terms

restricted stock units ("RSUs"), vesting conditions, Class A Common Stock

3 terms

restricted stock units ("RSUs") financial

"Represents restricted stock units ("RSUs") subject to vesting conditions."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

vesting conditions financial

"Represents restricted stock units ("RSUs") subject to vesting conditions."

Vesting conditions are the rules that determine when someone earning company stock or stock options actually gains the right to keep or sell them, typically based on staying with the company for a set time or meeting performance targets. Think of it like keys that unlock gradually — some unlock by calendar date, others only after agreed milestones. Investors care because vesting shapes management incentives, the timing of share sales, and the number of shares that can enter the market, which can affect a company's valuation and ownership mix.

Class A Common Stock financial

"security_title: Class A Common Stock for the reported grant"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

What did Verde Clean Fuels (VGAS) director Palmer Duncan report on this Form 4?

Palmer Duncan reported a grant of 155,246 RSUs covering Class A Common Stock of Verde Clean Fuels, Inc. The award is an acquisition of shares as compensation, reported at a price of $0.00 per share and subject to vesting.

How many VGAS shares does Palmer Duncan hold after this reported transaction?

After the reported grant, Palmer Duncan directly holds 176,911 shares of Verde Clean Fuels Class A Common Stock. This figure includes the newly awarded 155,246 restricted stock units that are subject to vesting conditions.

What type of security was granted to Palmer Duncan in this VGAS filing?

The award consists of restricted stock units (RSUs) tied to Class A Common Stock of Verde Clean Fuels, Inc. A footnote specifies these RSUs are subject to vesting conditions, meaning the shares are earned over time or upon meeting specified criteria.

Was the VGAS insider transaction by Palmer Duncan a market purchase or sale?

It was not a market trade; it was a grant or award acquisition coded as “A.” The Form 4 shows no buy or sell transactions, only the issuance of 155,246 RSUs at a stated price of $0.00 per share.

Are the 155,246 VGAS RSUs granted to Palmer Duncan immediately vested?

No. A footnote clarifies the 155,246 RSUs are subject to vesting conditions. This means Duncan’s right to receive the underlying Class A Common Stock depends on satisfying specified vesting requirements over time or upon certain events.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/14/2026 - 04:25 PM Accepted by SEC EDGAR 08/14/2026 - 04:16 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Palmer Duncan

(Last) (First) (Middle)

C/O VERDE CLEAN FUELS, INC.

711 LOUISIANA ST, SUITE 2160

(Street)

HOUSTON TEXAS 77002

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Verde Clean Fuels, Inc. [ VGAS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/13/2026		A		155,246(1)	A	$0	176,911	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents restricted stock units ("RSUs") subject to vesting conditions.

Remarks:

	/s/ Ernest Miller, Attorney-in-Fact	08/14/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)