Vulcan Materials (VMC) CFO receives new PSUs, RSUs and stock appreciation right

Rhea-AI Filing Summary

Vulcan Materials senior vice president and CFO Mary Andrews Carlisle reported equity awards under the company’s incentive plans. On February 19, 2026, she acquired grants of 4,560 Performance Share Units, 1,520 Restricted Stock Units, and a Stock Appreciation Right covering 3,750 units, all at a stated price of $0.00 per unit.

The performance share units cover a period from January 1, 2026 through December 31, 2028, and are payable in Vulcan common stock based on company results versus the S&P 500 and a cash gross profit per ton growth target. The restricted stock units represent the right to receive an equal number of Vulcan shares and cliff vest on a specified future date, while the stock appreciation right vests in three equal annual installments starting on the grant date.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Carlisle Mary Andrews

Role SVP and CFO

Type	Security	Shares	Price	Value
Grant/Award	Performance Share Units	4,560	$0.00	--
Grant/Award	Restricted Stock Units	1,520	$0.00	--
Grant/Award	Stock Appreciation Right	3,750	$0.00	--

Holdings After Transaction: Performance Share Units — 4,560 shares (Direct); Restricted Stock Units — 1,520 shares (Direct); Stock Appreciation Right — 3,750 shares (Direct)

Footnotes (1)

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 →

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^*

Carlisle Mary Andrews

(Last) (First) (Middle)

1200 URBAN CENTER DR

(Street)

BIRMINGHAM AL 35244

(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 CFO

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		4,560		12/31/2028(1)	(1)	Common Stock	4,560	$0.00	4,560	D
Restricted Stock Units	(2)	02/19/2026		A		1,520		02/19/2029(3)	(3)	Common Stock	1,520	$0.00	1,520	D
Stock Appreciation Right	$302.85	02/19/2026		A		3,750		02/19/2027(4)	02/19/2036	Common Stock	3,750	$0.00	3,750	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.

FAQ

What equity awards did Vulcan Materials (VMC) CFO Mary Andrews Carlisle receive?

Vulcan Materials CFO Mary Andrews Carlisle received three equity awards: 4,560 Performance Share Units, 1,520 Restricted Stock Units, and a Stock Appreciation Right covering 3,750 units. All were granted at a stated price of $0.00 per unit as part of incentive compensation.

How do the Performance Share Units granted to VMC’s CFO vest and pay out?

The Performance Share Units vest after a performance period running from January 1, 2026 to December 31, 2028. Payment, made 100% in Vulcan common stock, depends on company performance versus the S&P 500 and cash gross profit per ton growth versus a target.

What is the structure of the Restricted Stock Units granted to the VMC CFO?

Each Restricted Stock Unit granted to the VMC CFO 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, subject to plan terms.

How does the Stock Appreciation Right granted to Vulcan Materials’ CFO vest?

The Stock Appreciation Right granted to Vulcan Materials’ CFO vests in three equal annual installments beginning on the grant date. This structure spreads vesting over three years, aligning ongoing service with the right to benefit from potential appreciation in Vulcan’s share value.

Are the Vulcan Materials CFO’s new equity awards classified as acquisitions or open-market purchases?

The CFO’s equity awards are classified as grant or award acquisitions, not open-market purchases. The Form 4 uses transaction code A, indicating grants of performance share units, restricted stock units, and a stock appreciation right awarded at a stated price of $0.00 per unit.

Will the Vulcan Materials (VMC) CFO’s Performance Share Units be settled in cash or stock?

The Performance Share Units granted to the Vulcan Materials CFO are settled entirely in Vulcan common stock. After the 2026–2028 performance period, the compensation committee determines the payout level and delivers 100% of the award value in shares on a designated payment date.