Form 4: BAKER THOMPSON S reports multiple insider transactions in VMC

Rhea-AI Filing Summary

BAKER THOMPSON S II reported multiple insider transaction types in a Form 4 filing for VMC. The filing lists transactions totaling 27,403 shares at a weighted average price of $321.92 per share. Following the reported transactions, holdings were 63,112 shares.

Insider Trade Summary

7,720 shares exercised/converted

Mixed 6 txns

Insider BAKER THOMPSON S II

Role President

Type	Security	Shares	Price	Value
Exercise	Performance Share Units	7,720	$0.00	--
Exercise	Common Stock	14,445	$0.00	--
Tax Withholding	Common Stock	5,238	$321.92	$1.69M
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock (401k)	--	--	--

Holdings After Transaction: Performance Share Units — 0 shares (Direct); Common Stock — 63,112 shares (Direct); Common Stock — 1,208 shares (Indirect, As Trustee of Martha F. Baker Revocable Living Trust); Common Stock (401k) — 27.625 shares (Direct)

Footnotes (1)

1. [object Object]

Form 4 Insider Transactions: What Each Field Means →

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^*

BAKER THOMPSON S II

(Last) (First) (Middle)

1200 URBAN CENTER DRIVE

(Street)

BIRMINGHAM AL 35242

(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)
	President

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		M		14,445	A	(1)	63,112	D
Common Stock	02/13/2026		F		5,238	D	$321.92	57,874	D
Common Stock								1,208	I	As Trustee of Martha F. Baker Revocable Living Trust
Common Stock								1,900	I	Shares held for the benefit of children
Common Stock (401k)								27.625	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
Performance Share Units	(1)	02/13/2026		M			7,720	12/31/2025	(1)	Common Stock	7,720	$0.00	0.00	D

Explanation of Responses:

1. Each Performance Share Unit ("PSU") was settled 100% in Vulcan common stock. These PSUs vested following a three-year performance period ending December 31, 2025. At the end of the performance period, the Compensation & Human Capital Committee determined to pay out the award based on pre-established performance criteria.

Remarks:

	/s/ Jennifer L. Commander, Attorney-In-Fact	02/17/2026
	** 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 transaction did Vulcan Materials (VMC) report for its president?

Vulcan Materials’ president reported settling performance share units into common stock. On February 13, 2026, 7,720 Performance Share Units were converted and paid in shares following a three-year performance period and committee approval based on pre-established performance criteria.

How many Vulcan Materials (VMC) shares did the president acquire in this Form 4?

The president acquired 14,445 Vulcan Materials common shares through settlement of Performance Share Units. These units were granted under a long-term incentive program and paid out in stock after a three-year performance period ending December 31, 2025, once criteria were confirmed.

Were any Vulcan Materials (VMC) shares sold on the open market in this filing?

No open-market sale was reported. Instead, 5,238 Vulcan Materials shares were withheld at $321.92 per share to satisfy tax obligations related to the equity award settlement, which is recorded with transaction code “F” as a tax-withholding disposition.

What are the Vulcan Materials (VMC) president’s direct shareholdings after the transaction?

After the reported equity transactions, the president directly owned 57,874 Vulcan Materials common shares. This figure reflects the shares received from the Performance Share Unit settlement, net of the stock withheld to cover associated tax liabilities on February 13, 2026.

What indirect Vulcan Materials (VMC) holdings are associated with the president?

Indirectly, the president is associated with 1,208 Vulcan Materials shares as trustee of the Martha F. Baker Revocable Living Trust and 1,900 shares held for the benefit of children. Additionally, 27.625 shares are reported in a 401(k) account as part of retirement holdings.

How were the Vulcan Materials (VMC) Performance Share Units structured in this award?

Each Performance Share Unit was settled entirely in Vulcan common stock. The PSUs vested after a three-year performance period ending December 31, 2025, with the Compensation & Human Capital Committee determining the payout based on pre-established performance criteria before converting them into shares.