{"filing":{"accession_number":"0001193805-26-001214","cik":"0001844971","ticker":"GREEL","company_name":"Vulcan Infrastructure \u0026 Power Inc.","form":"8-K","filing_date":"2026-09-10","report_date":"2026-09-10","primary_document":"e665775_8k-vulcan.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1844971/000119380526001214/e665775_8k-vulcan.htm"},"events":[{"id":32731,"run_id":30094,"accession_number":"0001193805-26-001214","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.94,"summary":"Vulcan closed a $39.4 million strategic investment (PIPE transaction) on September 10, 2026, issuing 17,146,190 shares of Class A common stock at $1.71 per share, a $10 million convertible note, and warrants to purchase 1,754,386 shares to an affiliate of Machine Investment Group. The unregistered securities were offered under Section 4(a)(2) and Regulation D exemptions to accredited investors, significantly diluting existing shareholders while strengthening the company's financial position.","company_name":"Vulcan Infrastructure \u0026 Power Inc.","ticker":"GREEL","filing_date":"2026-09-10","form":"8-K","submitted_at":null,"items":[{"id":35979,"accession_number":"0001193805-26-001214","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The filing discloses the closing of a PIPE transaction on September 10, 2026, in which Vulcan issued 17,146,190 shares of Class A common stock at $1.71 per share, plus a $10 million convertible note and warrants to purchase 1,754,386 shares, for aggregate gross proceeds of approximately $39.4 million. This is a classic private investment in public equity (PIPE) financing—an unregistered sale of equity securities to raise capital. The transaction is material to investors as it significantly dilutes existing shareholders and strengthens the company's financial position to redeem near-term debt obligations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-10T21:08:59.996299+00:00","company_name":"","ticker":null,"filing_date":""},{"id":35982,"accession_number":"0001193805-26-001214","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Vulcan issued 17,146,190 shares of Class A common stock at $1.71 per share, a $10.0 million convertible note, and warrants to purchase 1,754,386 shares in a private placement closing on September 10, 2026. The securities were offered and sold in reliance on Section 4(a)(2) and Regulation D exemptions from Securities Act registration, with investors representing accredited investor status. This is a classic dilutive private placement (PIPE) raising approximately $39.4 million in gross proceeds.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-10T21:08:59.996299+00:00","company_name":"","ticker":null,"filing_date":""},{"id":35984,"accession_number":"0001193805-26-001214","item_number":"8.01","item_title":"Other Events.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Vulcan closed a $39.4 million strategic investment involving the issuance of 17,146,190 shares of Class A common stock at $1.71 per share, a $10 million convertible note, and warrants to purchase 1,754,386 shares. This is a material private placement (PIPE-like transaction) that significantly dilutes existing shareholders and raises capital for near-term debt redemption and development activities. The transaction is the principal event disclosed in the Item 8.01 filing.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-10T21:08:59.996299+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":32732,"run_id":30094,"accession_number":"0001193805-26-001214","anchor_item_number":"2.03","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"Vulcan issued a $10 million principal amount senior secured convertible promissory note to an affiliate of Machine Investment Group, bearing 10% annual interest on a payment-in-kind basis and maturing in three years, secured by first-priority liens on cryptocurrency mining equipment and powered land.","company_name":"Vulcan Infrastructure \u0026 Power Inc.","ticker":"GREEL","filing_date":"2026-09-10","form":"8-K","submitted_at":null,"items":[{"id":35980,"accession_number":"0001193805-26-001214","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses creation of a direct financial obligation: issuance of a $10.0 million principal amount senior secured convertible promissory note to an affiliate of Machine Investment Group, bearing 10% annual interest on a payment-in-kind basis and maturing in three years. This is a new debt instrument creating a direct financial obligation, fitting the debt_issuance category. The transaction also includes 17.1 million shares of Class A common stock and warrants, but the Item 2.03 focus and the press release emphasis on the convertible note as a key component of the $39.4 million strategic investment make debt issuance the primary event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-10T21:08:59.996299+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":32733,"run_id":30094,"accession_number":"0001193805-26-001214","anchor_item_number":"5.02","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.75,"summary":"Timothy Lowe and Charles Zeynel resigned from the Board and all committees effective September 10, 2026 upon closing of the strategic investment transaction, with the resignations resulting from no disagreement and representing a planned governance transition.","company_name":"Vulcan Infrastructure \u0026 Power Inc.","ticker":"GREEL","filing_date":"2026-09-10","form":"8-K","submitted_at":null,"items":[{"id":35983,"accession_number":"0001193805-26-001214","item_number":"5.02","item_title":"Departure of Directors or Certain","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"Timothy Lowe and Charles Zeynel resigned from the Board and all committees effective September 10, 2026 upon closing of a strategic investment transaction. While the filing also discloses new director appointments and board reconstitution, the primary disclosed action centers on the departure of two directors. The filing explicitly states the resignations \"resulted from no disagreement\" and were tied to transaction closing, indicating a planned transition rather than a dispute, but the departure of two board members is material to investor assessment of governance and control.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-10T21:08:59.996299+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":35979,"accession_number":"0001193805-26-001214","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The filing discloses the closing of a PIPE transaction on September 10, 2026, in which Vulcan issued 17,146,190 shares of Class A common stock at $1.71 per share, plus a $10 million convertible note and warrants to purchase 1,754,386 shares, for aggregate gross proceeds of approximately $39.4 million. This is a classic private investment in public equity (PIPE) financing—an unregistered sale of equity securities to raise capital. The transaction is material to investors as it significantly dilutes existing shareholders and strengthens the company's financial position to redeem near-term debt obligations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-10T21:08:59.996299+00:00","company_name":"Vulcan Infrastructure \u0026 Power Inc.","ticker":"GREEL","filing_date":"2026-09-10"},{"id":35980,"accession_number":"0001193805-26-001214","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses creation of a direct financial obligation: issuance of a $10.0 million principal amount senior secured convertible promissory note to an affiliate of Machine Investment Group, bearing 10% annual interest on a payment-in-kind basis and maturing in three years. This is a new debt instrument creating a direct financial obligation, fitting the debt_issuance category. The transaction also includes 17.1 million shares of Class A common stock and warrants, but the Item 2.03 focus and the press release emphasis on the convertible note as a key component of the $39.4 million strategic investment make debt issuance the primary event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-10T21:08:59.996299+00:00","company_name":"Vulcan Infrastructure \u0026 Power Inc.","ticker":"GREEL","filing_date":"2026-09-10"},{"id":35982,"accession_number":"0001193805-26-001214","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Vulcan issued 17,146,190 shares of Class A common stock at $1.71 per share, a $10.0 million convertible note, and warrants to purchase 1,754,386 shares in a private placement closing on September 10, 2026. The securities were offered and sold in reliance on Section 4(a)(2) and Regulation D exemptions from Securities Act registration, with investors representing accredited investor status. This is a classic dilutive private placement (PIPE) raising approximately $39.4 million in gross proceeds.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-10T21:08:59.996299+00:00","company_name":"Vulcan Infrastructure \u0026 Power Inc.","ticker":"GREEL","filing_date":"2026-09-10"},{"id":35983,"accession_number":"0001193805-26-001214","item_number":"5.02","item_title":"Departure of Directors or Certain","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"Timothy Lowe and Charles Zeynel resigned from the Board and all committees effective September 10, 2026 upon closing of a strategic investment transaction. While the filing also discloses new director appointments and board reconstitution, the primary disclosed action centers on the departure of two directors. The filing explicitly states the resignations \"resulted from no disagreement\" and were tied to transaction closing, indicating a planned transition rather than a dispute, but the departure of two board members is material to investor assessment of governance and control.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-10T21:08:59.996299+00:00","company_name":"Vulcan Infrastructure \u0026 Power Inc.","ticker":"GREEL","filing_date":"2026-09-10"},{"id":35984,"accession_number":"0001193805-26-001214","item_number":"8.01","item_title":"Other Events.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Vulcan closed a $39.4 million strategic investment involving the issuance of 17,146,190 shares of Class A common stock at $1.71 per share, a $10 million convertible note, and warrants to purchase 1,754,386 shares. This is a material private placement (PIPE-like transaction) that significantly dilutes existing shareholders and raises capital for near-term debt redemption and development activities. The transaction is the principal event disclosed in the Item 8.01 filing.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-10T21:08:59.996299+00:00","company_name":"Vulcan Infrastructure \u0026 Power Inc.","ticker":"GREEL","filing_date":"2026-09-10"}]}