Vulcan Materials (VMC) grants PSUs, RSUs and SARs to Chief Strategy Officer

Rhea-AI Filing Summary

Vulcan Materials Chief Strategy Officer Stanley G. Bass reported equity awards of derivative securities tied to company stock. On February 19, 2026, he acquired 1,440 Performance Share Units, 480 Restricted Stock Units, and 1,180 Stock Appreciation Rights as grants at a price of $0.0000 per unit.

The Performance Share Units vest on December 31, 2028 after a performance period from January 1, 2026 to December 31, 2028, with payout in Vulcan common stock based on company results versus the S&P 500 and cash gross profit per ton growth. Each Restricted Stock Unit represents one share of common stock, cliff vests on a specified date, and is settled within 75 days after vesting. The Stock Appreciation Rights vest in three equal annual installments beginning on the grant date.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Bass Stanley G

Role Chief Strategy Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance Share Units	1,440	$0.00	--
Grant/Award	Restricted Stock Units	480	$0.00	--
Grant/Award	Stock Appreciation Right	1,180	$0.00	--

Holdings After Transaction: Performance Share Units — 1,440 shares (Direct); Restricted Stock Units — 480 shares (Direct); Stock Appreciation Right — 1,180 shares (Direct)

Footnotes (1)

1. Performance Share Units vest on December 31 at the end of the Performance Period. The Performance Period for this award begins on January 1, 2026 and ends on December 31, 2028. At the end of the Performance Period, the Compensation and Human Capital Committee determines the payment amount based on (1) Company performance relative to the S&P 500 Index, of which the Company is a member, and (2) the Company's annual average growth rate of Cash Gross Profit per ton versus a pre-determined target. The payment is made 100% in Vulcan Common Stock on a payment date determined by the Compensation and Human Capital Committee. Each Restricted Stock Unit represents a contingent right to receive one share of Vulcan Common Stock. 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. Stock Appreciation Right vests in three (3) equal annual installments beginning on this date.

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^*

Bass Stanley G

(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)
	Chief Strategy Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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

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)	02/19/2026		A		1,440		12/31/2028(1)	(1)	Common Stock	1,440	$0.00	1,440	D
Restricted Stock Units	(2)	02/19/2026		A		480		02/19/2029(3)	(3)	Common Stock	480	$0.00	480	D
Stock Appreciation Right	$302.85	02/19/2026		A		1,180		02/19/2027(4)	02/19/2036	Common Stock	1,180	$0.00	1,180	D

Explanation of Responses:

1. Performance Share Units vest on December 31 at the end of the Performance Period. The Performance Period for this award begins on January 1, 2026 and ends on December 31, 2028. At the end of the Performance Period, the Compensation and Human Capital Committee determines the payment amount based on (1) Company performance relative to the S&P 500 Index, of which the Company is a member, and (2) the Company's annual average growth rate of Cash Gross Profit per ton versus a pre-determined target. The payment is made 100% in Vulcan Common Stock on a payment date determined by the Compensation and Human Capital Committee.

2. Each Restricted Stock Unit represents a contingent right to receive one share of Vulcan Common Stock.

3. 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.

4. Stock Appreciation Right vests in three (3) equal annual installments beginning on this date.

Remarks:

	/s/ Jennifer L. Commander, Attorney-In-Fact	02/23/2026
	** 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 equity awards did Vulcan Materials (VMC) grant to its Chief Strategy Officer?

Vulcan Materials granted Stanley G. Bass 1,440 Performance Share Units, 480 Restricted Stock Units, and 1,180 Stock Appreciation Rights. All awards were granted at a price of $0.0000 per unit as part of his equity-based compensation package.

How do the Performance Share Units granted to the VMC executive vest?

The 1,440 Performance Share Units vest on December 31, 2028 after a performance period from January 1, 2026 to December 31, 2028. Payout in Vulcan common stock depends on company performance versus the S&P 500 and cash gross profit per ton growth.

What are the key terms of the Restricted Stock Units granted at Vulcan Materials?

Each of the 480 Restricted Stock Units represents a contingent right to receive one share of Vulcan common stock. These RSUs cliff vest on a specified date and are then settled in shares within 75 days following the applicable vesting date.

How do the Stock Appreciation Rights awarded to the Vulcan Materials officer vest?

The 1,180 Stock Appreciation Rights vest in three equal annual installments beginning on the February 19, 2026 grant date. This structure spreads the vesting over three years, aligning the officer’s potential value realization with multi-year company performance.

Are the February 19, 2026 VMC equity awards open-market purchases or grants?

The Form 4 shows grant or award acquisitions, not open-market purchases. All three instruments—Performance Share Units, Restricted Stock Units, and Stock Appreciation Rights—were acquired at a transaction price per unit of $0.0000 as part of compensation.

How is performance measured for Vulcan Materials’ Performance Share Units in this grant?

Performance is measured by company results relative to the S&P 500 Index and by the annual average growth rate of cash gross profit per ton versus a pre-determined target. The Compensation and Human Capital Committee determines the final share payment amount.