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Performance-based equity granted to Vulcan Materials (VMC) president

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Vulcan Materials Company president Baker Thompson S. II reported awards of equity-based incentives rather than open-market trades. On February 19, 2026, he acquired 6,330 Performance Share Units, 2,110 Restricted Stock Units, and 5,200 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, with payout in Vulcan common stock based on company performance versus the S&P 500 and cash gross profit per ton growth versus a pre-set target. Each Restricted Stock Unit represents 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.

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Insider BAKER THOMPSON S II
Role President
Type Security Shares Price Value
Grant/Award Performance Share Units 6,330 $0.00 --
Grant/Award Restricted Stock Units 2,110 $0.00 --
Grant/Award Stock Appreciation Right 5,200 $0.00 --
Holdings After Transaction: Performance Share Units — 6,330 shares (Direct); Restricted Stock Units — 2,110 shares (Direct); Stock Appreciation Right — 5,200 shares (Direct)
Footnotes (1)
  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. Each Restricted Stock Unit represents a contingent right to receive one share of Vulcan Common Stock. 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. Stock Appreciation Right vests in three (3) equal annual installments beginning on this date.
Form 4 Insider Transactions: What Each Field Means →
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
BAKER THOMPSON S II
(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)
President
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 6,330 12/31/2028(1) (1) Common Stock 6,330 $0.00 6,330 D
Restricted Stock Units (2) 02/19/2026 A 2,110 02/19/2029(3) (3) Common Stock 2,110 $0.00 2,110 D
Stock Appreciation Right $302.85 02/19/2026 A 5,200 02/19/2027(4) 02/19/2036 Common Stock 5,200 $0.00 5,200 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did Vulcan Materials (VMC) president Baker Thompson S. II receive?

He received new equity incentives, not open-market purchases. The awards include 6,330 Performance Share Units, 2,110 Restricted Stock Units, and 5,200 Stock Appreciation Rights, all granted at a stated price of $0.00 per unit as part of his compensation.

How do the Performance Share Units granted to Vulcan Materials (VMC) president work?

The Performance Share Units vest based on a multi‑year performance period. From January 1, 2026 through December 31, 2028, payout in Vulcan common stock depends on performance versus the S&P 500 and cash gross profit per ton growth versus a predetermined target.

What is the structure of the Restricted Stock Units granted at Vulcan Materials (VMC)?

Each Restricted Stock Unit represents a right to receive one share of Vulcan common stock. These units cliff vest on a specified date and are settled in common shares within 75 days after the applicable vesting date, aligning executive incentives with long-term shareholder value.

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

The Stock Appreciation Rights vest over time rather than immediately. They vest in three equal annual installments beginning on the grant date, encouraging multi‑year retention and linking a portion of the president’s compensation to Vulcan’s future share price performance.

Are the reported Vulcan Materials (VMC) insider awards direct holdings of the president?

Yes. The filing identifies the holdings as directly owned. The Performance Share Units, Restricted Stock Units, and Stock Appreciation Rights are reported with direct ownership, reflecting compensation awards granted to the Vulcan Materials president on the stated date.