Vulcan Materials (NYSE: VMC) CSO reports RSU vesting, tax share offset

Rhea-AI Filing Summary

Vulcan Materials Company Chief Strategy Officer Stanley G. Bass reported equity award activity involving company stock. On February 21, he exercised 1,980 Restricted Stock Units, converting them into 1,980 shares of common stock at a stated price of $0.00 per share, reflecting settlement of previously granted awards. A related entry shows these RSUs as derivative securities going to zero after conversion. On February 23, 832 shares of common stock were disposed of at $305.29 per share in a tax-withholding disposition to cover exercise price or tax liabilities, not an open-market sale. After these transactions, Bass directly owned 34,932.24 common shares, plus 35.183 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)
02/21/2026

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		1,980	A	(1)	35,764.24	D
Common Stock	02/23/2026		F		832	D	$305.29	34,932.24	D
Common Stock 401(k)								35.183	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			1,980	02/21/2026(2)	(2)	Common Stock	1,980	$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.
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FAQ

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

The filing shows Stanley G. Bass exercised 1,980 Restricted Stock Units into common shares and had 832 shares withheld to cover tax or exercise obligations. These transactions relate to equity compensation rather than open-market trading in Vulcan Materials stock.

How many Vulcan Materials (VMC) shares did the CSO acquire through RSU conversion?

Stanley G. Bass acquired 1,980 shares of Vulcan Materials common stock through the exercise and settlement of Restricted Stock Units. Each RSU represented a contingent right to receive one share, which vested and was settled in stock according to the award’s terms.

Was there an open-market sale of Vulcan Materials (VMC) stock in this Form 4?

The Form 4 reports a disposition of 832 shares coded “F,” indicating shares were used to pay the exercise price or tax liability. This is characterized as a tax-withholding disposition rather than a traditional open-market sale initiated for portfolio trading purposes.

What is Stanley G. Bass’s Vulcan Materials (VMC) share ownership after these transactions?

After the reported transactions, Stanley G. Bass directly held 34,932.24 shares of Vulcan Materials common stock and 35.183 shares in a 401(k) account. These figures reflect his updated beneficial ownership position following the RSU conversion and related tax-withholding share disposition.

How do Restricted Stock Units work for Vulcan Materials (VMC) executives?

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 settled in shares within 75 days after vesting, providing stock-based compensation tied to continued service and award terms.