Vulcan Materials (NYSE: VMC) executive settles PSU award entirely in stock

Rhea-AI Filing Summary

Vulcan Materials senior vice president Jerry F. Perkins Jr. converted performance share units into common stock on February 13, 2026. He acquired 5,670 shares of common stock via the PSU settlement and had 2,536 shares withheld at $321.92 per share to cover tax obligations.

After these transactions, he directly owned 15,213 shares of Vulcan common stock, plus 5,057.126 shares credited to a 401(k) account. The PSUs reflected a three-year performance period ending December 31, 2025 and were paid out based on pre-established performance criteria.

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^*

Perkins Jerry F Jr

(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)
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/13/2026		M		5,670	A	(1)	17,749	D
Common Stock	02/13/2026		F		2,536	D	$321.92	15,213	D
Common Stock 401(k)								5,057.126	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			3,030	12/31/2025	(1)	Common Stock	3,030	$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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** 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 insider transaction did VMC senior vice president Jerry F. Perkins Jr. report?

He reported a performance share unit conversion into Vulcan Materials common stock. On February 13, 2026, PSUs granted for a three-year performance period were settled 100% in stock based on pre-established performance criteria, resulting in new share ownership.

How many Vulcan Materials (VMC) shares did the executive acquire in this Form 4?

He acquired 5,670 shares of common stock through the settlement of performance share units. These shares came from an equity award that vested after a three-year performance period, rather than from an open-market purchase of Vulcan Materials stock.

How many Vulcan Materials (VMC) shares were withheld for taxes in this filing?

The filing shows 2,536 shares of Vulcan Materials common stock were disposed of at $321.92 per share. This disposition is coded as a tax-withholding transaction used to satisfy exercise price or tax liabilities related to the PSU settlement.

What is Jerry F. Perkins Jr.’s Vulcan Materials (VMC) share ownership after the transactions?

Following the reported transactions, he directly held 15,213 shares of Vulcan common stock. In addition, he had 5,057.126 shares credited under a 401(k) plan, reflecting his retirement-plan holdings in Vulcan Materials stock.

What are performance share units (PSUs) in the Vulcan Materials (VMC) Form 4?

In this case, each performance share unit was settled 100% in Vulcan common stock after a three-year performance period ending December 31, 2025. The Compensation & Human Capital Committee determined the payout using pre-established performance criteria.

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

The filing shows a derivative conversion and a tax-withholding disposition, not an open-market trade. Shares were issued from PSUs, and some were delivered back to cover tax liabilities associated with that equity award settlement.