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Vulcan Infrastructure director buys 2,923,976 shares

A Vulcan Infrastructure & Power Inc. director significantly increased his Class A holdings through a PIPE purchase, equity awards, and a Class B-to-A conversion.

(Very High)
(Positive)
Form Type
4

Rhea-AI Filing Summary

Vulcan Infrastructure & Power Inc. (VIP) director George Ted Rogers III reported multiple equity acquisitions. On September 10, 2026 he purchased 2,923,976 shares of Class A Common Stock from the company at $1.71 per share in connection with a PIPE transaction and received two restricted stock unit awards. On September 11, 2026 he also voluntarily converted 16,000 Class B shares into an equal number of Class A shares for no additional consideration.

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Insights

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Insider Rogers George Ted III
Role Director
Bought 2,923,976 shs ($5.00M)
Type Security Shares Price Value
Conversion Class B Common Stock F4 16,000 $0.00 $0.00
Conversion Class A Common Stock F4 16,000 $0.00 $0.00
Grant/Award Class A Common Stock F2 38,251 $0.00 $0.00
Purchase Class A Common Stock F3 2,923,976 $1.71 $5.00M
Grant/Award Class A Common Stock F1 60,000 $0.00 $0.00
Holdings After Transaction: Class B Common Stock — 0 contracts (Direct); Class A Common Stock — 3,055,467 shares (Direct)
Footnotes (4)
  1. F1. Represents restricted stock units granted as a one-time equity award in recognition of the Reporting Person's contributions to the Issuer's strategic transformation pursuant to the Issuer's Fourth Amended and Restated 2021 Equity Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock. The award will vest in its entirety sixty days from the grant date.
  2. F2. Represents restricted stock units granted as an annual equity retainer for service on the Issuer's Board of Directors and its committees pursuant to the Issuer's Fourth Amended and Restated 2021 Equity Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock. The award will vest in its entirety on the first anniversary of the grant date.
  3. F3. Represents shares of the Issuer's Class A Common Stock purchased directly from the Issuer by the Reporting Purchaser in connection with the PIPE transaction announced by the Issuer on July 20, 2026, which closed on September 10, 2026.
  4. F4. Represents the Reporting Person's voluntary conversion of 16,000 shares of Class B Common Stock into 16,000 shares of Class A Common Stock on a one-for-one basis for no additional consideration. The conversion was exempt from Section 16(b) pursuant to Rule 16b-6(b).
PIPE purchase shares 2,923,976 shares Class A Common Stock purchased on September 10, 2026
PIPE purchase price $1.71 per share Price paid for 2,923,976 Class A shares on September 10, 2026
One-time RSU award 60,000 units Restricted stock units for contributions to strategic transformation, granted September 9, 2026
Annual RSU retainer 38,251 units Restricted stock units as annual equity retainer for board service, granted September 10, 2026
Class B to Class A conversion 16,000 shares Class B shares converted into Class A shares on September 11, 2026, one-for-one
restricted stock units financial
"Represents restricted stock units granted as a one-time equity award"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
PIPE transaction financial
"purchased directly from the Issuer by the Reporting Purchaser in connection with the PIPE transaction"
A PIPE transaction is when a publicly traded company sells new shares or convertible securities directly to a select group of private investors, rather than through a public offering. It’s essentially a quick way for a company to raise cash, but it can dilute existing shareholders and often involves a price discount, so investors watch PIPEs for their potential impact on share value and ownership stakes—like a private top-up that changes the size of everyone’s slice of the pie.
Section 16(b) regulatory
"The conversion was exempt from Section 16(b) pursuant to Rule 16b-6(b)."
A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.
Rule 16b-6(b) regulatory
"exempt from Section 16(b) pursuant to Rule 16b-6(b)."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did VIP director George Ted Rogers III report?

He reported a purchase of 2,923,976 Class A shares on September 10, 2026 at $1.71 per share, two grants of restricted stock units totaling 98,251 units, and a conversion of 16,000 Class B shares into 16,000 Class A shares on September 11, 2026.

How many Vulcan Infrastructure & Power (VIP) shares did the director buy in the PIPE transaction?

He bought 2,923,976 shares of VIP Class A Common Stock at $1.71 per share on September 10, 2026. The filing states these were purchased directly from the issuer in connection with the PIPE transaction that was announced on July 20, 2026 and closed on September 10, 2026.

What equity awards did the VIP director receive according to this Form 4?

He received 60,000 restricted stock units as a one-time equity award tied to contributions to the issuer’s strategic transformation, and 38,251 restricted stock units as an annual equity retainer for board service. Each unit is a contingent right to receive one Class A share upon vesting.

What was the Class B to Class A conversion reported for VIP?

On September 11, 2026 he voluntarily converted 16,000 shares of Class B Common Stock into 16,000 shares of Class A Common Stock on a one-for-one basis for no additional consideration. The filing notes the conversion was exempt from Section 16(b) pursuant to Rule 16b-6(b).

Were the insider’s recent VIP transactions made under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not marked as being under a plan, and the footnotes describing the purchase, awards, and conversion do not state that they were made pursuant to any Rule 10b5-1 trading arrangement.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Rogers George Ted III

(Last)(First)(Middle)
C/O VULCAN INFRASTRUCTURE AND POWER INC.
1159 PITTSFORD-VICTOR ROAD, SUITE 240

(Street)
PITTSFORD NEW YORK 14534

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Vulcan Infrastructure & Power Inc. [ GREE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/09/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock09/09/2026(1)A60,000A$077,240D
Class A Common Stock09/10/2026(2)A38,251A$0115,491D
Class A Common Stock09/10/2026(3)P2,923,976A$1.713,039,467D
Class A Common Stock09/11/2026(4)C16,000A$0(4)3,055,467D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock(4)09/11/2026C16,000 (4) (4)Class A Common Stock16,000$00D
Explanation of Responses:
1. Represents restricted stock units granted as a one-time equity award in recognition of the Reporting Person's contributions to the Issuer's strategic transformation pursuant to the Issuer's Fourth Amended and Restated 2021 Equity Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock. The award will vest in its entirety sixty days from the grant date.
2. Represents restricted stock units granted as an annual equity retainer for service on the Issuer's Board of Directors and its committees pursuant to the Issuer's Fourth Amended and Restated 2021 Equity Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock. The award will vest in its entirety on the first anniversary of the grant date.
3. Represents shares of the Issuer's Class A Common Stock purchased directly from the Issuer by the Reporting Purchaser in connection with the PIPE transaction announced by the Issuer on July 20, 2026, which closed on September 10, 2026.
4. Represents the Reporting Person's voluntary conversion of 16,000 shares of Class B Common Stock into 16,000 shares of Class A Common Stock on a one-for-one basis for no additional consideration. The conversion was exempt from Section 16(b) pursuant to Rule 16b-6(b).
Remarks:
/s/ Bachar Mahmoud, Attorney-in-Fact for George Ted Rogers, III09/11/2026
** Signature of Reporting PersonDate
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)

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