Vulcan Materials (NYSE: VMC) VP settles PSU award and withholds shares for tax

Rhea-AI Filing Summary

Vulcan Materials vice president and controller Randy L. Pigg reported equity award activity involving performance share units and common stock. On 02/13/2026 he exercised 420 Performance Share Units, which were settled 100% in Vulcan common stock after a three-year performance period ending December 31, 2025.

On the same date, he acquired 786 shares of Vulcan common stock at $0.00 per share through the derivative conversion and had 1,609 shares of common stock directly owned before a tax-related disposition. To cover tax obligations, 303 shares of common stock were withheld at $321.92 per share, leaving 1,306 shares of common stock held directly. He also directly holds 1,617.152 shares of "Common Stock 401(k)" in a retirement plan.

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)
02/13/2026

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		786	A	(1)	1,609	D
Common Stock	02/13/2026		F		303	D	$321.92	1,306	D
Common Stock 401(k)								1,617.152	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			420	12/31/2025	(1)	Common Stock	420	$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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Vulcan Materials (VMC) report for Randy L. Pigg?

Vulcan Materials reported that vice president and controller Randy L. Pigg exercised equity awards and adjusted his shareholdings on February 13, 2026. The filing details a performance share unit settlement in stock, related common share acquisition, and shares withheld to satisfy tax obligations.

How many Vulcan Materials (VMC) shares did Randy L. Pigg acquire in this Form 4?

Randy L. Pigg acquired 786 shares of Vulcan Materials common stock at $0.00 per share through a derivative conversion. These shares came from the settlement of previously granted performance share units following a completed three-year performance period with pre-established performance criteria.

How many Vulcan Materials (VMC) shares were withheld for taxes in this filing?

To satisfy tax obligations related to the award settlement, 303 shares of Vulcan Materials common stock were disposed of at $321.92 per share. This tax-withholding disposition reduced his directly held common stock from 1,609 shares to 1,306 shares after the reported transactions.

What performance share units did Randy L. Pigg report for Vulcan Materials (VMC)?

The filing shows 420 Performance Share Units exercised at an exercise price of $0.00. Each PSU was settled 100% in Vulcan common stock after a three-year performance period ending December 31, 2025, based on pre-established performance criteria set by the Compensation & Human Capital Committee.

How many Vulcan Materials (VMC) shares does Randy L. Pigg hold after the Form 4 transactions?

After the reported transactions, Randy L. Pigg directly owns 1,306 shares of Vulcan Materials common stock. In addition, the Form 4 shows 1,617.152 shares classified as "Common Stock 401(k)" held directly in a retirement plan account associated with the company.

What role does Randy L. Pigg hold at Vulcan Materials (VMC) in this Form 4?

Randy L. Pigg is identified as an officer of Vulcan Materials, serving as vice president and controller. The Form 4 confirms he is not a director or 10% owner, and it reports equity award-related transactions tied to his executive compensation package at the company.