Vulcan Materials (VMC) VP receives new performance share and RSU grants

Rhea-AI Filing Summary

Pigg Randy L. reported acquisition or exercise transactions in this Form 4 filing.

Vulcan Materials Vice President and Controller Randy L. Pigg reported equity awards tied to future company performance and service. He was granted 330 Performance Share Units and 330 Restricted Stock Units, each at a price of $0.0000 per unit, recorded as derivative securities.

The Performance Share Units cover a period from January 1, 2026 through December 31, 2028. Vesting on December 31, 2028, the final payout in Vulcan common stock depends on company performance versus the S&P 500 Index and growth in cash gross profit per ton versus a target. Each Restricted Stock Unit represents a right to receive one Vulcan common share, cliff vests on a specified date, and is 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^*

Pigg Randy L.

(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)
	Vice President and Controller

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)
			Code	V	Amount	(A) or (D)	Price

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)	02/19/2026		A		330		12/31/2028(1)	(1)	Common Stock	330	$0.00	330	D
Restricted Stock Units	(2)	02/19/2026		A		330		02/19/2029(3)	(3)	Common Stock	330	$0.00	330	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.

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).
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FAQ

What did Vulcan Materials (VMC) insider Randy L. Pigg report in this Form 4?

Randy L. Pigg reported equity awards consisting of 330 Performance Share Units and 330 Restricted Stock Units. Both were granted at a price of $0.0000 per unit and represent contingent rights to receive Vulcan Materials common stock upon future vesting and performance conditions.

How do the Performance Share Units for Vulcan Materials (VMC) vest and pay out?

The Performance Share Units vest on December 31 at the end of the performance period from January 1, 2026 to December 31, 2028. Payout in Vulcan common stock depends on company performance versus the S&P 500 Index and growth in cash gross profit per ton versus a set target.

What performance metrics determine Vulcan Materials (VMC) Performance Share Unit payouts?

Payouts are based on two metrics: company performance relative to the S&P 500 Index and Vulcan’s annual average growth rate of cash gross profit per ton versus a predetermined target. The Compensation and Human Capital Committee determines the final payment amount in Vulcan common stock.

What are the key terms of the Restricted Stock Units granted at Vulcan Materials (VMC)?

Each Restricted Stock Unit represents a contingent right to receive one share of Vulcan common stock. These units cliff vest on a specified date and are settled in Vulcan common shares within 75 days after the applicable vesting date, aligning compensation with long-term shareholder value.

Who determines the final payment for Vulcan Materials (VMC) Performance Share Units?

The Compensation and Human Capital Committee determines the final payment amount for the Performance Share Units. It evaluates company performance versus the S&P 500 Index and cash gross profit per ton growth against a target, then pays 100% of the award in Vulcan common stock on a set payment date.