Director Hill manages RSU vesting and tax shares at Vulcan (VMC)

Rhea-AI Filing Summary

Vulcan Materials director J Thomas Hill reported equity award vesting and related share movements. He acquired 8,940 shares of Common Stock on a derivative exercise/conversion of Restricted Stock Units at a stated price of $0.0000 per share, increasing his direct holdings to 44,269.665 shares.

On a separate date, 3,755 Common shares were disposed of at $305.29 per share in a tax-withholding disposition linked to this award, leaving 40,514.665 Common shares directly owned. His 401(k) plan shows 174.69 Common Stock units. Each RSU represents a contingent right to one share, which is settled in stock within 75 days after vesting.

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

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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^*

Hill J Thomas

(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)

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

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		8,940	A	(1)	44,269.665	D
Common Stock	02/23/2026		F		3,755	D	$305.29	40,514.665	D
Common Stock 401(k)								174.69	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			8,940	02/21/2026(2)	(2)	Common Stock	8,940	$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 Vulcan Materials (VMC) director J Thomas Hill report?

He reported RSU vesting and related share movements, acquiring 8,940 Vulcan Common shares through derivative exercise and disposing of 3,755 shares in a tax-withholding transaction, leaving 40,514.665 shares directly owned plus 174.69 shares in a 401(k) plan.

How many Vulcan Materials (VMC) shares did J Thomas Hill acquire from RSUs?

He acquired 8,940 Vulcan Common shares via exercise or conversion of Restricted Stock Units at a stated price of $0.0000 per share, reflecting settlement of equity compensation rather than an open-market purchase, and increasing his directly owned Common Stock balance before subsequent tax withholding.

What was the size and price of the Vulcan Materials (VMC) tax-withholding share disposition?

The filing shows a tax-withholding disposition of 3,755 Vulcan Common shares at $305.29 per share. This transaction, coded “F,” represents payment of exercise price or tax liability by delivering securities, rather than an ordinary open-market sale for investment purposes.

What are J Thomas Hill’s Vulcan Materials (VMC) holdings after these Form 4 transactions?

After the reported transactions, he directly owns 40,514.665 shares of Vulcan Common Stock. In addition, the filing lists 174.69 shares of Vulcan Common Stock associated with a 401(k) plan, reflecting separate retirement-related holdings reported as direct ownership.

How do Vulcan Materials (VMC) Restricted Stock Units work for J Thomas Hill?

Each Restricted Stock Unit represents a contingent right to receive one share of Vulcan Common Stock. The RSUs cliff vest on a specified date and are then settled in Vulcan shares within 75 days after the applicable vesting date, according to the disclosed footnotes.