RSU vesting leaves Vulcan (NYSE: VMC) SVP with 10,229 shares

Rhea-AI Filing Summary

Vulcan Materials Senior Vice President David P. Clement reported equity award activity and related tax withholding in company stock. On February 21, 2026, restricted stock units were exercised into shares of Vulcan common stock, reflecting the conversion of RSUs into directly owned shares. The filing notes that each RSU represents a contingent right to receive one share of Vulcan common stock and that RSUs cliff vest on a specified date and are settled in shares within 75 days of vesting. On February 23, 2026, shares of common stock were disposed of to satisfy tax obligations through share withholding at a price of $305.29 per share, rather than through open-market sales. After these transactions, Clement directly owned 10,229 shares of Vulcan common stock.

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^*

Clement David P

(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)
02/21/2026

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		8,231	A	(1)	13,275	D
Common Stock	02/23/2026		F		3,046	D	$305.29	10,229	D
Common Stock	02/21/2026		M		1,110	A	(1)	11,339	D
Common Stock	02/23/2026		F		411	D	$305.29	10,928	D
Common Stock 401(k)								1,000.06	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			8,231	02/21/2026(2)	(2)	Common Stock	8,231	$0.00	0.00	D
Common Stock (Restricted Stock Units)	(1)	02/21/2026		M			1,110	02/21/2026(2)	(2)	Common Stock	1,110	$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 David P. Clement?

Clement reported RSU conversions into Vulcan Materials common stock and related tax-withholding dispositions. RSUs converted into shares on February 21, 2026, and some shares were later withheld on February 23, 2026, to cover tax liabilities at a set share value.

Did the Vulcan Materials (VMC) insider Form 4 show open-market stock sales?

The Form 4 did not show open-market sales. It recorded share dispositions coded “F,” indicating shares were withheld to pay tax liabilities or exercise costs, rather than sold in the market, following RSU conversions into Vulcan common stock.

How many Vulcan Materials (VMC) shares did David P. Clement directly own after the transactions?

After the reported RSU exercises and tax-withholding share dispositions, David P. Clement directly owned 10,229 shares of Vulcan Materials common stock, as stated in the filing’s post-transaction ownership figures.

What do the restricted stock units in Vulcan Materials (VMC) represent for David P. Clement?

Each restricted stock unit represents a contingent right to receive one share of Vulcan Materials common stock. The RSUs cliff vest on a specified date and are then settled in shares within 75 days after the applicable vesting date.

At what price were Vulcan Materials (VMC) shares valued for the tax-withholding disposition?

The tax-withholding share dispositions were reported at a value of $305.29 per share. This value applied to shares withheld on February 23, 2026, to satisfy tax liabilities related to earlier equity award activity.

What transaction codes appeared in the Vulcan Materials (VMC) Form 4 for David P. Clement?

The Form 4 used code “M” for exercise or conversion of derivative securities, reflecting RSU conversions, and code “F” for payment of tax liability by delivering or withholding Vulcan Materials common stock shares.