Vulcan Materials (NYSE: VMC) officer settles performance share units in stock

Rhea-AI Filing Summary

Vulcan Materials Chief Strategy Officer Stanley G. Bass settled previously granted performance share units into common stock. On 02/13/2026 he exercised derivative awards, receiving 11,114 shares of common stock at $0.00 per share from 5,940 Performance Share Units after a three-year performance period ending December 31, 2025.

To cover tax obligations, 4,950 shares of common stock were disposed of at $321.92 per share through a tax-withholding transaction. After these transactions, Bass directly owned 33,784.24 shares of Vulcan common stock plus 35.16 shares held 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^*

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)
02/13/2026

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		11,114	A	(1)	38,734.24	D
Common Stock	02/13/2026		F		4,950	D	$321.92	33,784.24	D
Common Stock (401k)								35.16	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			5,940	12/31/2025	(1)	Common Stock	5,940	$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.
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FAQ

What insider transaction did Vulcan Materials (VMC) report for Stanley G. Bass?

Vulcan Materials reported that Chief Strategy Officer Stanley G. Bass exercised performance share units into common stock. He received 11,114 shares at $0.00 per share, reflecting settlement of 5,940 PSUs after a three-year performance period tied to pre-established performance criteria.

How many Vulcan Materials (VMC) shares were used for tax withholding in this Form 4?

In connection with the PSU settlement, 4,950 Vulcan Materials common shares were disposed of at $321.92 per share for tax withholding. This “F” code transaction reflects payment of tax liability by delivering shares rather than an open-market sale by the executive.

What are the details of the performance share units settled by Vulcan Materials (VMC)?

The filing shows 5,940 Performance Share Units converted into Vulcan common stock at a $0.00 exercise price. These PSUs vested after a three-year performance period ending December 31, 2025, with payout determined by the Compensation & Human Capital Committee based on pre-established performance criteria.

How many Vulcan Materials (VMC) shares does Stanley G. Bass own after the reported transactions?

After the reported PSU conversion and tax-withholding disposition, Stanley G. Bass directly owns 33,784.24 shares of Vulcan common stock. In addition, he holds 35.16 shares of Vulcan common stock through a 401(k) account, also reported as directly owned.

Was the Vulcan Materials (VMC) insider transaction an open-market purchase or sale?

The transactions were not open-market trades. The “M” code reflects exercise or conversion of derivative awards into common stock, while the “F” code disposition represents shares delivered to satisfy tax obligations related to the award settlement, rather than a discretionary market sale.

What role does performance play in the Vulcan Materials (VMC) PSU payout?

Vulcan’s PSUs vest based on performance. The footnote explains these units vested after a three-year period ending December 31, 2025, and the Compensation & Human Capital Committee determined the payout according to pre-established performance criteria, resulting in settlement entirely in Vulcan common stock.