Vulcan Materials (VMC) director J. Thomas Hill receives new equity grants

Q: How do the Performance Share Units granted to J. Thomas Hill at Vulcan Materials (VMC) vest?

The 6,080 Performance Share Units vest on December 31 after a performance period running from January 1, 2026 to 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.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Hill J Thomas reported acquisition or exercise transactions in this Form 4 filing.

Vulcan Materials director J. Thomas Hill received new equity awards. On February 19, 2026, he was granted 6,080 Performance Share Units, 2,030 Restricted Stock Units, and 5,000 Stock Appreciation Rights at a price of $0.00 per unit as part of his compensation.

The Performance Share Units vest after a performance period from January 1, 2026 to 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. The Restricted Stock Units each represent one share of common stock, cliff vest on a specified date, and are settled within 75 days after vesting. The Stock Appreciation Rights vest in three equal annual installments starting on the grant date.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Hill J Thomas

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Performance Share Units	6,080	$0.00	--
Grant/Award	Restricted Stock Units	2,030	$0.00	--
Grant/Award	Stock Appreciation Right	5,000	$0.00	--

Holdings After Transaction: Performance Share Units — 6,080 shares (Direct); Restricted Stock Units — 2,030 shares (Direct); Stock Appreciation Right — 5,000 shares (Direct)

Footnotes (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 →

02/23/2026 - 05:40 PM

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^*

Hill J Thomas

(Last)

(First)

(Middle)

1200 URBAN CENTER DRIVE

(Street)

BIRMINGHAM

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Share Units	⁽¹⁾	02/19/2026		A		6,080		12/31/2028⁽¹⁾	⁽¹⁾	Common Stock	6,080	$0.00	6,080	D
Restricted Stock Units	⁽²⁾	02/19/2026		A		2,030		02/19/2029⁽³⁾	⁽³⁾	Common Stock	2,030	$0.00	2,030	D
Stock Appreciation Right	$302.85	02/19/2026		A		5,000		02/19/2027⁽⁴⁾	02/19/2036	Common Stock	5,000	$0.00	5,000	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 insider transactions did Vulcan Materials (VMC) report for J. Thomas Hill?

Vulcan Materials reported that director J. Thomas Hill received grants of 6,080 Performance Share Units, 2,030 Restricted Stock Units, and 5,000 Stock Appreciation Rights on February 19, 2026, all at a grant price of $0.00 per unit as equity-based compensation.

What are the terms of the Restricted Stock Units granted to J. Thomas Hill at Vulcan Materials (VMC)?

Each of the 2,030 Restricted Stock Units represents a contingent right to receive one share of Vulcan common stock. These units cliff vest on a specified date and are settled in shares within 75 days after the applicable vesting date, according to the award terms.

How do the Stock Appreciation Rights granted to J. Thomas Hill at Vulcan Materials (VMC) vest?

The 5,000 Stock Appreciation Rights granted to J. Thomas Hill vest in three equal annual installments beginning on the February 19, 2026 grant date. These rights provide value based on appreciation in Vulcan common stock above the grant reference level.

Is the Form 4 for Vulcan Materials (VMC) a stock purchase or an equity award for J. Thomas Hill?

The Form 4 reflects equity awards, not open-market purchases. It records grant or award acquisitions of Performance Share Units, Restricted Stock Units, and Stock Appreciation Rights to director J. Thomas Hill as part of his compensation, all at a grant price of $0.00 per unit.