Vulcan (NYSE: VMC) director receives stock from PSU vesting

Rhea-AI Filing Summary

Vulcan Materials director J Thomas Hill reported equity award activity on February 13, 2026. Hill acquired 50,181 shares of Vulcan common stock through the exercise and settlement of 26,820 Performance Share Units that vested after a three-year performance period ending December 31, 2025, based on pre‑established performance criteria.

To cover tax obligations, 22,272 common shares were disposed of at a price of $321.92 per share, characterized as a tax‑withholding transaction. Following these transactions, Hill directly owned 35,329.665 shares of Vulcan common stock, plus 174.574 shares held in a 401(k) account.

Insider Trade Summary

Net Buyer: 27,909 shares

Net Buy 4 txns

Insider Hill J Thomas

Role Director

Type	Security	Shares	Price	Value
Exercise	Performance Share Units	26,820	$0.00	$0.00
Exercise	Common Stock	50,181	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	22,272	$321.92	$7.17M
holding	Common Stock (401k)	--	--	--

Holdings After Transaction: Performance Share Units — 0 shares (Direct); Common Stock — 35,329.665 shares (Direct); Common Stock (401k) — 174.574 shares (Direct)

Footnotes (1)

1. F1. 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.

FAQ

What insider transaction did Vulcan Materials (VMC) report for J Thomas Hill on February 13, 2026?

Vulcan Materials reported that director J Thomas Hill exercised and settled 26,820 Performance Share Units into 50,181 shares of common stock on February 13, 2026. The award vested after a three-year performance period tied to pre-established performance criteria set by the Compensation & Human Capital Committee.

How many Vulcan Materials (VMC) shares did J Thomas Hill retain after tax withholding?

After shares were withheld for taxes, J Thomas Hill directly held 35,329.665 shares of Vulcan common stock. In addition, he had 174.574 Vulcan common shares in a 401(k) account, as reflected in the Form 4 beneficial ownership tables for non-derivative securities.

What was the purpose of the 22,272 Vulcan Materials (VMC) shares reported with code F?

The 22,272 Vulcan Materials shares reported under transaction code F were disposed of to satisfy tax withholding obligations related to the equity award. These shares were valued at $321.92 per share and are characterized as a tax-withholding disposition rather than an open-market sale.

What are the Performance Share Units mentioned in the Vulcan Materials (VMC) Form 4?

The Performance Share Units were equity awards that vested after a three-year performance period ending December 31, 2025. Each PSU was settled 100% in Vulcan common stock, and payout levels were determined by the Compensation & Human Capital Committee based on pre-established performance criteria disclosed in the filing.

Did J Thomas Hill buy Vulcan Materials (VMC) shares on the open market in this Form 4?

No, the Form 4 shows shares acquired through the exercise and settlement of Performance Share Units, not open-market purchases. It also shows shares disposed of under code F solely to pay tax obligations associated with the award settlement, rather than discretionary market sales.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/17/2026 - 05:51 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^*

Hill J Thomas

(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)

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

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		50,181	A	(1)	57,601.665	D
Common Stock	02/13/2026		F		22,272	D	$321.92	35,329.665	D
Common Stock (401k)								174.574	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			26,820	12/31/2025	(1)	Common Stock	26,820	$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.
* 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.