Vulcan Materials (VMC) CEO logs RSU vesting and tax share disposition

Rhea-AI Filing Summary

Vulcan Materials Chief Executive Officer Ronnie A. Pruitt reported equity award activity involving restricted stock units (RSUs) and related tax withholding. On February 21, 2026, RSUs covering 9,660 shares of common stock were exercised and settled into shares at no cash exercise price.

On February 23, 2026, a total of 4,267 common shares were disposed of in transactions coded "F" at $305.29 per share to satisfy tax liabilities by delivering shares rather than cash. Following these transactions, Pruitt continued to hold a significant number of Vulcan common shares directly.

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^*

Pruitt Ronnie A

(Last) (First) (Middle)

1200 URBAN CENTER DR

(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)
	Chief Executive Officer

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		8,550	A	(1)	24,073	D
Common Stock	02/23/2026		F		3,792	D	$305.29	20,281	D
Common Stock	02/21/2026		M		1,110	A	(1)	21,391	D
Common Stock	02/23/2026		F		475	D	$305.29	20,916	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			8,550	02/21/2026(2)	(2)	Common Stock	8,550	$0.00	0.00	D
Common Stock (Restricted Stock Units)	(1)	02/21/2026		M			1,110	02/21/2026(2)	(2)	Common Stock	1,110	$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).
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FAQ

What did Vulcan Materials (VMC) CEO Ronnie Pruitt report in this Form 4?

Ronnie Pruitt reported the vesting and settlement of restricted stock units into Vulcan Materials common shares, along with related share dispositions to cover tax obligations, reflecting routine equity compensation activity rather than open-market buying or selling.

How many Vulcan Materials (VMC) shares were acquired through RSU vesting?

The filing shows restricted stock units converting into 9,660 Vulcan Materials common shares. These RSUs represent equity awards that vested and were settled in stock, increasing the CEO’s directly held share count before any tax-related share withholding transactions.

How many Vulcan Materials (VMC) shares were disposed to cover taxes?

The CEO disposed of 4,267 Vulcan Materials common shares in transactions coded "F". Code F indicates shares were delivered to satisfy tax liabilities or exercise costs, meaning the disposition was for withholding purposes rather than an open-market sale for investment reasons.

Were Ronnie Pruitt’s Vulcan Materials (VMC) transactions open-market sales?

No, the reported dispositions are coded "F" for tax withholding. This means shares were surrendered to cover tax obligations tied to equity awards, not sold on the open market as discretionary sales to third-party buyers.

What do the restricted stock unit (RSU) footnotes mean for Vulcan Materials (VMC)?

Each RSU represents a contingent right to receive one Vulcan common share. The footnotes explain that RSUs cliff vest on a specified date and are then settled in shares within 75 days, illustrating how the CEO’s equity compensation converts into actual stock.

How did these Form 4 transactions affect Ronnie Pruitt’s Vulcan (VMC) share holdings?

The RSU settlement increased his direct shareholdings, while tax-withholding dispositions reduced them somewhat. The filing shows updated directly owned share balances after each step, indicating continued direct ownership of Vulcan Materials common stock by the CEO.