How do the Performance Share Units for Vulcan Materials (VMC) Senior Vice President vest?

The Performance Share Units vest on December 31 at the end of the performance period. For this award, the performance period runs from January 1, 2026 through December 31, 2028, with payment made 100% in Vulcan common stock after the Compensation and Human Capital Committee determines results.

What performance metrics determine payout of Vulcan Materials (VMC) Performance Share Units?

Payout of the Performance Share Units depends on two metrics. The Compensation and Human Capital Committee considers company performance relative to the S&P 500 Index and Vulcan’s annual average growth rate of Cash Gross Profit per ton versus a pre-determined target over the January 2026–December 2028 performance period.

[Form 4] Vulcan Materials CO Insider Trading Activity

Clement David P reported acquisition or exercise transactions in this Form 4 filing.

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Rhea-AI Filing Summary

Clement David P reported acquisition or exercise transactions in this Form 4 filing.

Vulcan Materials Senior Vice President David P. Clement reported equity awards consisting of Performance Share Units, Restricted Stock Units, and a Stock Appreciation Right. The PSUs cover a performance period from January 1, 2026 through December 31, 2028 and are settled in Vulcan common stock based on company performance. The RSUs and Stock Appreciation Right vest over time and are also settled in Vulcan common stock, including a special retention grant.

Insider Trade Summary

Grant/Award: 6,165 shares

Grant/Award 4 txns

Insider Clement David P

Role Senior Vice President

Type	Security	Shares	Price	Value
Grant/Award	Performance Share Units	2,470	$0.00	$0.00
Grant/Award	Restricted Stock Units	820	$0.00	$0.00
Grant/Award	Stock Appreciation Right	2,030	$0.00	$0.00
Grant/Award	Restricted Stock Units	845	$0.00	$0.00

Holdings After Transaction: Performance Share Units — 2,470 contracts (Direct); Restricted Stock Units — 1,665 contracts (Direct); Stock Appreciation Right — 2,030 contracts (Direct)

Footnotes (5)

F1. Performance Share Units vest on December 31 at the end of the Performance Period. The Performance Period for this award begins on January 1, 2026 and ends on December 31, 2028. At the end of the Performance Period, the Compensation and Human Capital Committee determines the payment amount based on (1) Company performance relative to the S&P 500 Index, of which the Company is a member, and (2) the Company's annual average growth rate of Cash Gross Profit per ton versus a pre-determined target. The payment is made 100% in Vulcan Common Stock on a payment date determined by the Compensation and Human Capital Committee.
F2. Each Restricted Stock Unit represents a contingent right to receive one share of Vulcan Common Stock.
F3. 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.
F4. Stock Appreciation Right vests in three (3) equal annual installments beginning on this date.
F5. Represents special retention grant.

FAQ

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What equity awards did Vulcan Materials (VMC) grant to David P. Clement?

Vulcan Materials granted David P. Clement Performance Share Units, Restricted Stock Units, and a Stock Appreciation Right. These awards are all classified as derivative securities and represent contingent rights to receive Vulcan common stock, subject to specific vesting schedules and performance or service conditions described in the footnotes.

What do the Restricted Stock Units for Vulcan Materials (VMC) represent?

Each Restricted Stock Unit represents a contingent right to receive one share of Vulcan common stock. The RSUs cliff vest on a specified date and are then settled in shares of Vulcan common stock within 75 days after the applicable vesting date, providing stock-based compensation upon vesting.

How do the Stock Appreciation Rights granted by Vulcan Materials (VMC) vest?

The Stock Appreciation Right granted to David P. Clement vests in three equal annual installments beginning on the grant date. Once vested, the right delivers value based on appreciation in Vulcan’s share price, as specified in the award terms referenced in the filing’s footnote.

What is the purpose of the special retention grant mentioned for Vulcan Materials (VMC)?

One of the awards is identified as a special retention grant. This indicates the grant is designed to encourage David P. Clement’s continued service with Vulcan Materials by providing stock-based incentives that vest over time or upon specified conditions, aligning his interests with long-term company performance.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/23/2026 - 05:39 PM

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^*

Clement David P

(Last)

(First)

(Middle)

1200 URBAN CENTER DRIVE

(Street)

BIRMINGHAM

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)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Share Units	⁽¹⁾	02/19/2026		A		2,470		12/31/2028⁽¹⁾	⁽¹⁾	Common Stock	2,470	$0.00	2,470	D
Restricted Stock Units	⁽²⁾	02/19/2026		A		820		02/19/2029⁽³⁾	⁽³⁾	Common Stock	820	$0.00	820	D
Stock Appreciation Right	$302.85	02/19/2026		A		2,030		02/19/2027⁽⁴⁾	02/19/2036	Common Stock	2,030	$0.00	2,030	D
Restricted Stock Units	⁽²⁾⁽⁵⁾	02/19/2026		A		845		02/19/2027⁽³⁾	⁽³⁾	Common Stock	845	$0.00	845	D

Explanation of Responses:

1. Performance Share Units vest on December 31 at the end of the Performance Period. The Performance Period for this award begins on January 1, 2026 and ends on December 31, 2028. At the end of the Performance Period, the Compensation and Human Capital Committee determines the payment amount based on (1) Company performance relative to the S&P 500 Index, of which the Company is a member, and (2) the Company's annual average growth rate of Cash Gross Profit per ton versus a pre-determined target. The payment is made 100% in Vulcan Common Stock on a payment date determined by the Compensation and Human Capital Committee.

2. Each Restricted Stock Unit represents a contingent right to receive one share of Vulcan Common Stock.

3. 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.

4. Stock Appreciation Right vests in three (3) equal annual installments beginning on this date.

5. Represents special retention grant.

Remarks:

	/s/ Jennifer L. Commander, Attorney-In-Fact	02/23/2026
	** 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.

Source: View Original Filing on SEC EDGAR