Vulcan Materials (VMC) CEO granted PSUs, RSUs and SARs tied to performance

Rhea-AI Filing Summary

Vulcan Materials Chief Executive Officer Ronnie A. Pruitt reported equity awards that increase his incentive-based compensation. On February 19, 2026, he acquired 14,190 Performance Share Units, 4,730 Restricted Stock Units, and 11,660 Stock Appreciation Rights at a stated price of $0.00 per unit.

The performance share units cover a period from January 1, 2026 through December 31, 2028 and vest on December 31 at the end of that performance period. Payout is made entirely in Vulcan common stock based on company performance versus the S&P 500 Index and growth in cash gross profit per ton versus a preset target.

Each restricted stock unit represents the right to receive one share of Vulcan common stock, cliff vests on a specified date, and is settled in shares within 75 days after vesting. The stock appreciation rights vest in three equal annual installments beginning on the grant date, further tying the CEO’s compensation to Vulcan’s share performance over time.

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^*

Pruitt Ronnie A

(Last) (First) (Middle)

1200 URBAN CENTER DR

(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 Executive 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		14,190		12/31/2028(1)	(1)	Common Stock	14,190	$0.00	14,190	D
Restricted Stock Units	(2)	02/19/2026		A		4,730		02/19/2029(3)	(3)	Common Stock	4,730	$0.00	4,730	D
Stock Appreciation Right	$302.85	02/19/2026		A		11,660		02/19/2027(4)	02/19/2036	Common Stock	11,660	$0.00	11,660	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.
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FAQ

What equity awards did Vulcan Materials (VMC) CEO Ronnie Pruitt report?

Ronnie A. Pruitt reported grants of 14,190 Performance Share Units, 4,730 Restricted Stock Units, and 11,660 Stock Appreciation Rights. All awards were recorded at a stated price of $0.00 per unit as part of his incentive compensation.

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

The 14,190 Performance Share Units vest on December 31 at the end of a performance period running January 1, 2026 to December 31, 2028. Payout in Vulcan common stock depends on S&P 500 relative performance and cash gross profit per ton growth.

What performance factors determine Vulcan Materials (VMC) CEO PSU payout?

Payout is based on two factors: company performance relative to the S&P 500 Index and Vulcan’s annual average growth rate of cash gross profit per ton versus a predetermined target over the 2026–2028 performance period.

How are Restricted Stock Units structured for Vulcan Materials (VMC) CEO?

Each Restricted Stock Unit equals a contingent right to one share of Vulcan common stock. These RSUs cliff vest on a specified date and are settled in shares of Vulcan common stock within 75 days after the applicable vesting date.

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

The 11,660 Stock Appreciation Rights vest in three equal annual installments beginning on the grant date of February 19, 2026. This structure spreads vesting over three years, aligning the CEO’s potential gain with Vulcan’s share performance over that period.

Are Vulcan Materials (VMC) CEO equity awards paid in cash or stock?

Performance Share Units are paid 100% in Vulcan common stock after the performance period. Restricted Stock Units are also settled in Vulcan common stock within 75 days after vesting, reinforcing stock-based, rather than cash-based, long-term compensation.