Vulcan Materials (NYSE: VMC) CEO logs PSU vesting and tax-share disposition

Rhea-AI Filing Summary

Vulcan Materials’ Chief Executive Officer Ronnie A. Pruitt reported equity award activity involving performance share units and common stock. On February 13, 2026, 3,320 performance share units were exercised and settled into common stock at an exercise price of $0.00 per unit. This resulted in the acquisition of 6,212 shares of Vulcan common stock. On the same date, 2,306 shares of common stock were disposed of at $321.92 per share to satisfy tax withholding obligations related to the award. After these transactions, Pruitt directly owned 15,523 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^*

Pruitt Ronnie A

(Last) (First) (Middle)

1200 URBAN CENTER DR

(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)
	Chief Executive Officer

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		6,212	A	(1)	17,829	D
Common Stock	02/13/2026		F		2,306	D	$321.92	15,523	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			3,320	12/31/2025	(1)	Common Stock	3,320	$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
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FAQ

What insider transactions did Vulcan Materials (VMC) report for its CEO?

Vulcan Materials’ CEO Ronnie A. Pruitt reported equity award activity, including the vesting and settlement of performance share units into common stock and a related tax-withholding share disposition, all dated February 13, 2026, as disclosed in a Form 4 insider filing.

How many Vulcan Materials (VMC) shares did the CEO acquire from performance share units?

Ronnie A. Pruitt exercised 3,320 performance share units that were settled 100% in Vulcan common stock. This conversion resulted in the acquisition of 6,212 shares of Vulcan Materials common stock on February 13, 2026, at an exercise price of $0.00 per unit.

How many Vulcan Materials (VMC) shares were used to cover taxes for the CEO’s award?

To cover tax withholding obligations related to the equity award, 2,306 shares of Vulcan Materials common stock were disposed of at $321.92 per share. This tax-withholding disposition occurred on February 13, 2026, as reflected under transaction code “F” in the Form 4.

What is the CEO’s direct ownership in Vulcan Materials (VMC) after these Form 4 transactions?

Following the reported February 13, 2026 transactions, Chief Executive Officer Ronnie A. Pruitt directly owned 15,523 shares of Vulcan Materials common stock. This balance reflects the net effect of the share acquisition from equity award settlement and the tax-withholding share disposition.

What are performance share units in the Vulcan Materials (VMC) CEO’s filing?

The filing explains that each performance share unit, or PSU, was settled 100% in Vulcan common stock after a three-year performance period ending December 31, 2025. The payout was determined by the Compensation & Human Capital Committee based on pre-established performance criteria.

Were the Vulcan Materials (VMC) CEO’s equity transactions open-market buys or sells?

The Form 4 shows a derivative conversion and a tax-withholding disposition, not open-market trades. Performance share units were exercised into common stock, then a portion of shares was disposed of under transaction code “F” to satisfy tax liabilities tied to the equity award.