Key Highlights

● Vulcan Infrastructure and Power agreed to exchange certain 8.50% senior notes due 2026 for new 10.00% senior notes due 2030.

● Holders give up $2,793,150 of principal plus about $40,230 of accrued interest, and receive $2,833,358 of new notes.

● The new notes come with three-year warrants to buy 1,000,000 Class A shares at an exercise price of $1.87.

● The exchange agreement is dated September 23, 2026, and the company expects closing on or about October 1, 2026.

Vulcan Infrastructure and Power Inc. (NASDAQ:VIP), a Nasdaq-listed company based in Pittsford, New York, disclosed in a Form 8-K that it has agreed to exchange a small amount of its existing 8.50% senior notes due 2026 for new 10.00% senior notes due 2030, with three-year warrants attached. The exchange agreement is dated September 23, 2026, and the company expects the exchange to close on or about October 1, 2026. The filing was reported under Item 1.01, entry into a material definitive agreement, and Item 2.03, creation of a direct financial obligation. It was signed on September 29, 2026 by Bachar Mahmoud, the company's General Counsel and Secretary.

The Exchange Terms

Under the agreement, certain holders of the 2026 notes will give up $2,793,150 of principal, along with approximately $40,230 of accrued interest. In return, the company will issue $2,833,358 principal amount of 10.00% senior notes due 2030 and warrants to purchase 1,000,000 shares of its Class A common stock. The existing notes trade on the Nasdaq Global Select Market under the symbol GREEL. The filing states that the new notes will be issued under the company's base indenture dated October 13, 2021 with Wilmington Savings Fund Society, as supplemented on July 21, 2025.

The 8-K describes an exchange of securities, and it does not report any cash proceeds. The interest rate on the replacement notes is 1.50 percentage points higher than on the notes being retired, and the maturity moves from 2026 to 2030. The filing does not say how many holders are participating or what share of the outstanding 2026 notes the exchanged amount represents.

The Warrants

The warrants carry an exercise price of $1.87 per share, subject to adjustment, and are exercisable in whole or in part from the issuance date until the date three years after issuance. The filing says they are exercisable only for cash. Adjustments are customary ones for stock dividends, splits, combinations and reclassifications. It also states that warrant holders will not have the rights or privileges of holders of Class A common stock, including voting rights, until they exercise their warrants.

The filing includes certain protections and limits. Holders may not exceed 4.99 percent beneficial ownership of the Class A common stock, may not acquire additional notes, and are subject to short-sale prohibitions while they hold warrants. If the company undergoes a fundamental transaction, such as a merger, an asset sale or a change of control involving at least 50 percent ownership, holders may require a cash purchase of the warrants at a Black-Scholes value in certain circumstances.

Registration Rights and Tax Treatment

The agreement gives holders piggyback-style registration rights. If the company proposes a public offering, holders receive notice and may request that the shares underlying the warrants be included, subject to customary cutback provisions. For any shelf registration statement the company maintains, it agreed to use its reasonable best efforts to facilitate resale through a prospectus supplement or amendment.

On taxes, the 8-K says the company intends to take the position that the exchanges qualify as a recapitalization under the Internal Revenue Code, although it states that the matter is not free from doubt. The agreement also contains customary representations, warranties and agreements, and closing is subject to the satisfaction or waiver of specified conditions, which the report does not list in detail.

Vulcan's October 1 Closing and the 2030 Notes

The next milestone is the closing, expected on or about October 1, 2026. Once it occurs, the company would have retired roughly $2.8 million of the 2026 notes and issued the 2030 notes and warrants.