Vulcan Materials (VMC) CFO settles performance share units and updates stock holdings

Rhea-AI Filing Summary

Vulcan Materials’ SVP and CFO Mary Andrews Carlisle reported equity compensation activity involving performance share units and common stock. On February 13, 2026, a performance share unit award vested after a three-year performance period ending December 31, 2025, and was settled entirely in Vulcan common stock based on pre‑established performance criteria.

Carlisle acquired 9,973 shares of common stock through the exercise or conversion of derivative awards and then had 4,444 shares withheld to cover tax obligations at a price of $321.92 per share, a non‑open‑market disposition. After these transactions, she directly held 11,474 shares of common stock, plus 2,142.818 shares in a 401(k) account.

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

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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)
02/13/2026

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		9,973	A	(1)	15,918	D
Common Stock	02/13/2026		F		4,444	D	$321.92	11,474	D
Common Stock (401k)								2,142.818	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			5,330	12/31/2025	(1)	Common Stock	5,330	$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).
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FAQ

What insider transaction did Vulcan Materials (VMC) report for its SVP and CFO?

Vulcan Materials’ SVP and CFO, Mary Andrews Carlisle, reported equity compensation activity. She settled performance share units into common stock and had shares withheld to cover taxes, resulting in updated direct and 401(k) share holdings disclosed in the Form 4.

How many Vulcan Materials (VMC) shares did the SVP and CFO acquire from equity awards?

Mary Andrews Carlisle acquired 9,973 shares of Vulcan common stock through equity award settlement. These shares came from the exercise or conversion of performance-based derivative awards that vested after a three‑year performance period ending December 31, 2025.

How many Vulcan Materials (VMC) shares were withheld for taxes in this Form 4?

4,444 shares of Vulcan common stock were withheld to cover tax obligations. The withholding occurred at a reported price of $321.92 per share, using shares instead of cash to satisfy tax liabilities associated with the vested equity award.

What are Mary Andrews Carlisle’s Vulcan Materials (VMC) share holdings after this filing?

After the reported transactions, Carlisle directly held 11,474 Vulcan common shares. In addition, the Form 4 shows a separate retirement holding of 2,142.818 shares classified as “Common Stock (401k),” both reported as directly owned.

What performance conditions applied to the Vulcan Materials (VMC) PSUs in this Form 4?

The performance share units vested after a three-year performance period ending December 31, 2025. The Compensation & Human Capital Committee determined the payout based on pre‑established performance criteria, and the units were settled 100% in Vulcan common stock.

Was the Vulcan Materials (VMC) insider transaction an open-market buy or sell?

The filing shows a derivative exercise and a tax-withholding disposition, not open‑market trading. Carlisle exercised or converted performance share units into common stock and then used 4,444 shares, valued at $321.92 each, to satisfy tax obligations.