Vulcan Materials (VMC) CFO exercises 1,780 RSUs and withholds 790 shares for taxes

Rhea-AI Filing Summary

Vulcan Materials senior vice president and CFO Mary Andrews Carlisle reported equity transactions involving company stock. On February 21, 2026, she exercised 1,780 Restricted Stock Units, converting them into the same number of Vulcan common shares at a stated price of $0.00 per share, reflecting settlement of previously granted equity awards. Each RSU represented a contingent right to receive one share of common stock, with units vesting on a cliff basis and settled in shares within 75 days of vesting.

On February 23, 2026, she disposed of 790 common shares at $305.29 per share through a transaction coded as payment of tax liability by delivering securities, rather than an open-market sale. After this tax-withholding disposition, she directly held 12,464 common shares, and her 401(k) plan held 2,144.249 shares.

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
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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^*

Carlisle Mary Andrews

(Last) (First) (Middle)

1200 URBAN CENTER DR

(Street)

BIRMINGHAM AL 35244

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Vulcan Materials CO [ VMC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2026

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

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

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

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
Common Stock	02/21/2026		M		1,780	A	(1)	13,254	D
Common Stock	02/23/2026		F		790	D	$305.29	12,464	D
Common Stock 401(k)								2,144.249	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
Common Stock (Restricted Stock Units)	(1)	02/21/2026		M			1,780	02/21/2026(2)	(2)	Common Stock	1,780	$0.00	0.00	D

Explanation of Responses:

1. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Vulcan Common Stock.

2. Restricted Stock Units cliff vest on the specified date and are settled in shares of Vulcan Common Stock within 75 days after the applicable vesting date.

Remarks:

	/s/ Jennifer L. Commander, Attorney-In-Fact	02/24/2026
	** 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.

FAQ

What insider transactions did VMC CFO Mary Andrews Carlisle report?

Mary Andrews Carlisle reported exercising 1,780 Restricted Stock Units into Vulcan Materials common shares and a tax-related disposition of 790 common shares. These transactions reflect equity award settlement and share withholding for tax obligations rather than open-market buying or selling.

How many Vulcan Materials (VMC) shares did the CFO acquire through RSUs?

The CFO acquired 1,780 Vulcan Materials common shares upon exercising 1,780 Restricted Stock Units. Each RSU represented a contingent right to receive one share, vesting on a cliff basis and settled in shares of common stock after the applicable vesting date.

What was the nature of the 790-share disposition by VMC’s CFO?

The 790-share disposition was coded as payment of tax liability by delivering securities, not an open-market sale. Shares were valued at $305.29 each, indicating they were withheld or delivered to cover taxes arising from equity award vesting or exercise.

How many Vulcan Materials (VMC) shares does the CFO hold after these transactions?

Following the reported transactions, the CFO directly owned 12,464 Vulcan Materials common shares. Additionally, a 401(k) account held 2,144.249 shares of common stock, giving a clear view of her post-transaction direct and retirement-plan holdings in the company.

How do the Vulcan Materials (VMC) RSUs held by the CFO vest and settle?

Each Restricted Stock Unit vests on a cliff schedule at a specified date and is settled in Vulcan Materials common stock. Settlement occurs within 75 days after the applicable vesting date, converting each RSU into one share of common stock upon vesting.