Form 4: Shah Mitesh Bansilal reports multiple insider transactions in VMC

Rhea-AI Filing Summary

Shah Mitesh Bansilal reported multiple insider transaction types in a Form 4 filing for VMC. The filing lists transactions totaling 3,355 shares at a weighted average price of $321.92 per share. Following the reported transactions, holdings were 1,684 shares.

Insider Trade Summary

900 shares exercised/converted

Mixed 4 txns

Insider Shah Mitesh Bansilal

Role SVP and CHRO

Type	Security	Shares	Price	Value
Exercise	Performance Share Units	900	$0.00	--
Exercise	Common Stock	1,684	$0.00	--
Tax Withholding	Common Stock	771	$321.92	$248K
holding	Common Stock 401(k)	--	--	--

Holdings After Transaction: Performance Share Units — 0 shares (Direct); Common Stock — 1,684 shares (Direct); Common Stock 401(k) — 52.917 shares (Direct)

Footnotes (1)

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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^*

Shah Mitesh Bansilal

(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)
	SVP and CHRO

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		1,684	A	(1)	1,684	D
Common Stock	02/13/2026		F		771	D	$321.92	913	D
Common Stock 401(k)								52.917	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			900	12/31/2025	(1)	Common Stock	900	$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.
* 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.

FAQ

What insider transaction did Vulcan Materials (VMC) disclose for Mitesh Bansilal Shah?

Vulcan Materials reported equity award activity for SVP and CHRO Mitesh Bansilal Shah. On February 13, 2026, he exercised 900 Performance Share Units into common stock, with part of the resulting shares disposed of to cover tax withholding obligations rather than sold on the open market.

How many Vulcan Materials shares did Mitesh Bansilal Shah acquire through Performance Share Units?

Mitesh Bansilal Shah exercised 900 Performance Share Units into Vulcan Materials common stock. These units vested after a three-year performance period ending December 31, 2025, and were settled entirely in common shares based on pre-established performance criteria approved by the Compensation & Human Capital Committee.

Were any Vulcan Materials (VMC) shares sold by Mitesh Bansilal Shah in this Form 4 filing?

The filing shows a tax-withholding disposition, not an open-market sale. A total of 771 shares of common stock were disposed of at $321.92 per share to satisfy tax liabilities related to the award settlement, consistent with transaction code F for tax withholding.

How many Vulcan Materials shares does Mitesh Bansilal Shah hold after the reported transactions?

After the reported transactions, Shah directly holds 913 shares of Vulcan Materials common stock. In addition, the filing shows 52.917 shares held in a 401(k) account, reflecting his ongoing equity and retirement-related ownership in the company.

What do the Performance Share Units in Vulcan Materials’ Form 4 represent?

The Performance Share Units represent a long-term incentive award settled in Vulcan common stock. Each PSU converted one-for-one into common shares after a three-year performance period ending December 31, 2025, with payout determined by the Compensation & Human Capital Committee using pre-established performance criteria.

What is the significance of transaction codes M and F in the Vulcan Materials Form 4?

Code M indicates an exercise or conversion of a derivative security. In this filing, it reflects the conversion of 900 Performance Share Units into common stock. Code F reflects a tax-withholding disposition, where 771 shares were used to pay taxes tied to the award settlement.