Vulcan Materials (VMC) SVP granted PSUs, RSUs and SARs in Form 4

Rhea-AI Filing Summary

Shah Mitesh Bansilal reported acquisition or exercise transactions in this Form 4 filing.

Vulcan Materials senior vice president and chief human resources officer Mitesh Bansilal Shah received new equity-based awards. He was granted 1,760 Performance Share Units, 590 Restricted Stock Units, and 1,440 Stock Appreciation Rights, all at a stated price of $0.00 per unit.

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

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^*

Shah Mitesh Bansilal

(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)
	SVP and CHRO

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		1,760		12/31/2028(1)	(1)	Common Stock	1,760	$0.00	1,760	D
Restricted Stock Units	(2)	02/19/2026		A		590		02/19/2029(3)	(3)	Common Stock	590	$0.00	590	D
Stock Appreciation Right	$302.85	02/19/2026		A		1,440		02/19/2027(4)	02/19/2036	Common Stock	1,440	$0.00	1,440	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).
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FAQ

What equity awards did Vulcan Materials (VMC) grant to Mitesh Bansilal Shah?

Vulcan Materials granted Mitesh Bansilal Shah 1,760 Performance Share Units, 590 Restricted Stock Units, and 1,440 Stock Appreciation Rights. All awards were granted at a stated price of $0.00 per unit and are held as direct ownership, subject to specific vesting and performance conditions.

How do the Performance Share Units for Vulcan Materials (VMC) SVP vest?

The Performance Share Units vest on December 31 at the end of the performance period running from January 1, 2026 through December 31, 2028. Payout in Vulcan common stock depends on company performance versus the S&P 500 Index and cash gross profit per ton growth targets.

What are the terms of the Restricted Stock Units granted by Vulcan Materials (VMC)?

Each Restricted Stock Unit represents a contingent right to receive one share of Vulcan common stock. These units cliff vest on a specified date and are settled in shares within 75 days after the applicable vesting date, creating a time-based equity incentive for the executive recipient.

How do the Stock Appreciation Rights granted by Vulcan Materials (VMC) vest?

The Stock Appreciation Rights granted to the executive vest in three equal annual installments beginning on the grant date. This structure spreads vesting over three years, aligning a portion of the award with continued service and long-term company performance over multiple periods.

Is the Vulcan Materials (VMC) Form 4 transaction a purchase or an award?

The Form 4 reflects equity awards rather than open-market purchases or sales. All three transactions are coded as grants or awards, with a transaction price of $0.00, indicating compensation-related equity incentives, not cash-funded stock buying or selling by the reporting executive.