Vulcan Materials president exercises RSUs, withholds tax

Vulcan Materials president Baker Thompson S. II reported mixed equity transactions.

Rhea-AI Filing Summary

Vulcan Materials president Baker Thompson S. II reported mixed equity transactions. On February 21, he exercised 2,570 Restricted Stock Units (RSUs), converting them into the same number of Vulcan common shares at a stated price of $0.00 per share, increasing his direct common stock holdings to 60,444 shares. Each RSU represented a contingent right to receive one share, and the units vest on a specified date and are settled in shares within 75 days of vesting.

On February 23, he disposed of 951 common shares at $305.29 per share to cover tax obligations through a tax-withholding disposition, leaving 59,493 directly held common shares. He also reports indirect ownership of 1,208 common shares as trustee of the Martha F. Baker Revocable Living Trust and 1,900 common shares held for the benefit of his children, plus 27.644 common stock units in a 401(k) plan.

Insider Trade Summary

2,570 shares exercised/converted

Exercise 6 txns

Insider BAKER THOMPSON S II

Role President

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	951	$305.29	$290K
Exercise	Common Stock (Restricted Stock Units)	2,570	$0.00	$0.00
Exercise	Common Stock	2,570	$0.00	$0.00
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock 401(k)	--	--	--

Holdings After Transaction: Common Stock (Restricted Stock Units) — 0 contracts (Direct); Common Stock — 59,493 shares (Direct); Common Stock — 1,208 shares (Indirect, As Trustee of Martha F. Baker Revocable Living Trust); Common Stock — 1,900 shares (Indirect, Shares held for the benefit of children); Common Stock 401(k) — 27.644 shares (Direct)

Footnotes (2)

1. F1. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Vulcan Common Stock.
2. F2. 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.

FAQ

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What did Vulcan Materials (VMC) president Baker Thompson report on this Form 4?

He reported exercising 2,570 Restricted Stock Units into common shares and a tax-withholding disposition of 951 common shares. These transactions adjusted his direct and indirect ownership positions in Vulcan Materials without an open-market purchase or sale.

How many Vulcan Materials shares does Baker Thompson hold directly after these transactions?

After the RSU conversion and tax-withholding disposition, he directly holds 59,493 Vulcan common shares. He also has 27.644 common stock units in a 401(k) plan, which are reported separately from his main direct shareholdings.

What RSU activity did Vulcan Materials president Baker Thompson disclose for VMC?

He disclosed exercising 2,570 Restricted Stock Units, each representing a contingent right to one share of Vulcan common stock. These RSUs cliff vest on a specified date and are settled in shares within 75 days after the applicable vesting date.

Was the Form 4 for Vulcan Materials (VMC) an open-market stock sale by the president?

No, the reported disposition of 951 shares was a tax-withholding transaction at $305.29 per share, used to satisfy tax obligations. It was not classified as an open-market buy or sell transaction in the filing data.

What indirect Vulcan Materials (VMC) holdings does Baker Thompson report?

He reports 1,208 Vulcan common shares held as trustee of the Martha F. Baker Revocable Living Trust and 1,900 shares held for the benefit of his children. These are classified as indirect ownership interests in the filing.

How are Vulcan Materials RSUs described in Baker Thompson’s Form 4?

Each Restricted Stock Unit represents a contingent right to receive one Vulcan common share. The RSUs cliff vest on a specified date and are settled in Vulcan common stock within 75 days after the applicable vesting date, according to the filing footnotes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/24/2026 - 08:40 PM Learn about SEC filing dates

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^*

BAKER THOMPSON S II

(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)
	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		2,570	A	(1)	60,444	D
Common Stock	02/23/2026		F		951	D	$305.29	59,493	D
Common Stock								1,208	I	As Trustee of Martha F. Baker Revocable Living Trust
Common Stock								1,900	I	Shares held for the benefit of children
Common Stock 401(k)								27.644	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			2,570	02/21/2026(2)	(2)	Common Stock	2,570	$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).
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.