Vulcan Materials (NYSE: VMC) SVP receives shares after PSU vesting

Rhea-AI Filing Summary

Vulcan Materials senior vice president and general counsel Franklin Denson N. III reported equity award activity involving performance share units and common stock. On February 13, 2026, he exercised 4,000 Performance Share Units, which were settled entirely in Vulcan common stock after a three-year performance period ending December 31, 2025 based on pre-established performance criteria.

The exercise resulted in the acquisition of 7,484 shares of common stock, and 3,341 shares were disposed of at $321.92 per share to cover tax withholding obligations. After these transactions, he directly owned 12,427 shares of Vulcan Materials common stock.

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^*

Franklin Denson N. III

(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)
	SVP, Gen. Counsel & Secretary

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		7,484	A	(1)	15,768	D
Common Stock	02/13/2026		F		3,341	D	$321.92	12,427	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			4,000	12/31/2025	(1)	Common Stock	4,000	$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 February 13, 2026?

Vulcan Materials reported that SVP, General Counsel and Secretary Franklin Denson N. III exercised 4,000 Performance Share Units on February 13, 2026, receiving Vulcan common stock and updating his directly owned share balance afterward.

How many Vulcan Materials Performance Share Units did the SVP exercise?

The executive exercised 4,000 Performance Share Units. According to the disclosure, each PSU was settled 100% in Vulcan Materials common stock following a three-year performance period that ended on December 31, 2025, based on pre-established performance criteria.

How many Vulcan Materials (VMC) shares did the insider acquire and retain?

The filing shows 7,484 Vulcan Materials common shares acquired in connection with the PSU exercise. After a separate tax-withholding share disposition, the executive’s directly owned position stood at 12,427 Vulcan Materials common shares following the reported transactions.

What was the purpose of the 3,341 Vulcan Materials shares disposed of at $321.92?

The 3,341 Vulcan Materials shares disposed of at $321.92 per share were designated as a tax-withholding disposition. This means shares were surrendered to satisfy tax obligations arising from the equity award exercise, rather than being an ordinary open-market sale.

What performance period applied to the Vulcan Materials PSUs in this Form 4?

The Performance Share Units were subject to a three-year performance period ending December 31, 2025. After that period, the Compensation & Human Capital Committee determined the payout based on pre-established performance criteria, and the PSUs were settled entirely in Vulcan common stock.

What role does Franklin Denson N. III hold at Vulcan Materials (VMC)?

Franklin Denson N. III serves as Senior Vice President, General Counsel and Secretary at Vulcan Materials. The Form 4 identifies him as an officer of the company and reports his direct beneficial ownership changes in Vulcan Materials common stock from equity award activity.