Vulcan (NYSE: VMC) SVP reports RSU vesting and tax share disposition

Rhea-AI Filing Summary

Vulcan Materials senior vice president and CHRO Mitesh Bansilal Shah reported equity compensation activity. On February 21, 300 Restricted Stock Units were exercised and converted into 300 shares of common stock at a stated price of $0.00 per share. On February 23, 134 common shares were disposed of at $305.29 per share to satisfy tax withholding obligations, leaving 1,079 directly held common shares after that transaction. Footnotes explain that each RSU represents a right to receive one Vulcan common share and that RSUs vest on a cliff basis and are settled in shares within 75 days after vesting.

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^*

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)
02/21/2026

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		300	A	(1)	1,213	D
Common Stock	02/23/2026		F		134	D	$305.29	1,079	D
Common Stock 401(k)								52.953	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			300	02/21/2026(2)	(2)	Common Stock	300	$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).
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FAQ

What insider transactions did Vulcan Materials (VMC) report for Mitesh Bansilal Shah?

Vulcan Materials reported that SVP and CHRO Mitesh Bansilal Shah exercised 300 Restricted Stock Units into 300 common shares and disposed of 134 common shares to cover tax withholding obligations, all held as direct ownership in Vulcan stock.

How many Vulcan Materials shares did Mitesh Bansilal Shah acquire through RSUs?

Mitesh Bansilal Shah acquired 300 shares of Vulcan Materials common stock when 300 Restricted Stock Units were exercised and converted at a stated price of $0.00 per share, reflecting settlement of equity compensation previously granted to him by the company.

Why were 134 Vulcan Materials shares disposed of in this Form 4 filing?

The filing shows 134 Vulcan Materials common shares were disposed of at $305.29 per share specifically as a tax-withholding disposition, meaning shares were surrendered to satisfy tax liabilities rather than sold in an open-market transaction by the executive.

What is the remaining Vulcan Materials share ownership for Mitesh Bansilal Shah?

After the reported tax-withholding disposition, Mitesh Bansilal Shah directly held 1,079 shares of Vulcan Materials common stock. The filing also records a separate 401(k) common stock position of 52.9530 shares as part of his direct ownership profile.

How do Vulcan Materials Restricted Stock Units work in this Form 4?

Each Restricted Stock Unit represents a contingent right to receive one Vulcan common share. The footnotes state that RSUs vest on a cliff schedule and are settled in shares of Vulcan common stock within 75 days after the applicable vesting date.

What types of securities are covered in this Vulcan Materials Form 4?

The Form 4 covers Vulcan Materials common stock, common stock held in a 401(k) plan, and common stock underlying Restricted Stock Units. It details derivative RSU exercises that convert into common shares and a related non-derivative tax-withholding share disposition.