Form 4: Clement David P reports multiple insider transactions in VMC

Q: What are Performance Share Units (PSUs) in the Vulcan Materials (VMC) filing?

The PSUs are performance-based equity awards that were settled 100% in Vulcan common stock. They vested after a three-year performance period ending December 31, 2025, with payout determined by the Compensation & Human Capital Committee using pre-established performance criteria.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Clement David P reported multiple insider transaction types in a Form 4 filing for VMC. The filing lists transactions totaling 11,532 shares at a weighted average price of $321.92 per share. Following the reported transactions, holdings were 7,044 shares.

Insider Trade Summary

3,320 shares exercised/converted

Mixed 4 txns

Insider Clement David P

Role Senior Vice President

Type	Security	Shares	Price	Value
Exercise	Performance Share Units	3,320	$0.00	--
Exercise	Common Stock	6,212	$0.00	--
Tax Withholding	Common Stock	2,000	$321.92	$644K
holding	Common Stock (401k)	--	--	--

Holdings After Transaction: Performance Share Units — 0 shares (Direct); Common Stock — 7,044 shares (Direct); Common Stock (401k) — 999.392 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

02/17/2026 - 05:52 PM

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^*

Clement David P

(Last)

(First)

(Middle)

1200 URBAN CENTER DRIVE

(Street)

BIRMINGHAM

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)
	Senior Vice 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/13/2026		M		6,212	A	⁽¹⁾	7,044	D
Common Stock	02/13/2026		F		2,000	D	$321.92	5,044	D
Common Stock (401k)								999.392	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Share Units	⁽¹⁾	02/13/2026		M			3,320	12/31/2025	⁽¹⁾	Common Stock	3,320	$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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Vulcan Materials (VMC) report for February 13, 2026?

Vulcan Materials reported that senior vice president Clement David settled 3,320 Performance Share Units into 6,212 common shares on February 13, 2026. These units vested after a three-year performance period ending December 31, 2025, based on pre-established performance criteria.

Did the Vulcan Materials (VMC) insider filing show a stock sale or tax withholding?

The filing showed a tax-withholding disposition, not an open-market sale. After receiving 6,212 shares from PSU settlement, 2,000 shares were disposed of at $321.92 per share specifically to satisfy tax liabilities associated with the equity award.

How many Vulcan Materials (VMC) shares does the executive own after this Form 4?

After the reported transactions, Clement David directly owned 5,044 shares of Vulcan common stock. In addition, the filing shows 999.392 Vulcan common shares held in a 401(k) account, reflecting retirement-plan ownership separate from his direct holdings.

What transaction codes M and F mean in the Vulcan Materials (VMC) Form 4?

Code M represents the exercise or conversion of a derivative security, here converting Performance Share Units into common stock. Code F represents paying a tax liability by delivering shares, reflecting the 2,000 Vulcan shares disposed of to cover withholding taxes.

Who is the insider involved in this Vulcan Materials (VMC) Form 4?

The insider is Clement David, a senior vice president of Vulcan Materials. The filing shows his role as an officer and reports his direct ownership changes in common stock and his holdings in Vulcan shares through a 401(k) retirement plan.