Vulcan Materials (NYSE: VMC) grants PSUs, RSUs and SARs to CAO

Rhea-AI Filing Summary

Perkins Jerry F Jr reported acquisition or exercise transactions in this Form 4 filing.

Vulcan Materials Chief Administrative Officer Jerry F. Perkins Jr. reported equity awards in the form of performance share units, restricted stock units, and stock appreciation rights. The grants on February 19, 2026 cover 3,820 performance share units, 1,270 restricted stock units, and 3,140 stock appreciation rights, all at a stated price of $0.00 per unit.

The performance share units span a performance period from January 1, 2026 through December 31, 2028, with the final payout in Vulcan common stock based on company performance versus the S&P 500 Index and growth in cash gross profit per ton versus a predetermined target. Each restricted stock unit represents a right to receive one share of Vulcan common stock, cliff vests on a specified date, and is settled in shares within 75 days after vesting. The stock appreciation rights vest in three equal annual installments beginning on the grant date.

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^*

Perkins Jerry F Jr

(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)
	Chief Administrative Officer

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)
			Code	V	Amount	(A) or (D)	Price

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)	02/19/2026		A		3,820		12/31/2028(1)	(1)	Common Stock	3,820	$0.00	3,820	D
Restricted Stock Units	(2)	02/19/2026		A		1,270		02/19/2029(3)	(3)	Common Stock	1,270	$0.00	1,270	D
Stock Appreciation Right	$302.85	02/19/2026		A		3,140		02/19/2027(4)	02/19/2036	Common Stock	3,140	$0.00	3,140	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.

Remarks:

	/s/ Jennifer L. Commander, Attorney-In-Fact	02/23/2026
	** Signature of Reporting Person	Date
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FAQ

What equity awards did Vulcan Materials (VMC) grant to its Chief Administrative Officer?

Vulcan Materials granted Jerry F. Perkins Jr. 3,820 performance share units, 1,270 restricted stock units, and 3,140 stock appreciation rights. All awards were granted at a stated price of $0.00 per unit as part of his equity-based compensation package.

How do the performance share units granted by Vulcan Materials (VMC) vest?

The performance share units vest after a performance period running from January 1, 2026, through December 31, 2028. At the end, the Compensation and Human Capital Committee determines the payout in Vulcan common stock based on relative S&P 500 performance and cash gross profit per ton growth.

What conditions determine the payout of Vulcan Materials (VMC) performance share units?

Payout depends on company performance relative to the S&P 500 Index and Vulcan’s annual average growth rate of cash gross profit per ton versus a predetermined target. After the 2026–2028 performance period, the committee pays 100% of the earned amount in Vulcan common stock.

How are restricted stock units for Vulcan Materials (VMC) settled for the CAO?

Each restricted stock unit represents a contingent right to receive one share of Vulcan common stock. These units cliff vest on a specified date and are then settled in Vulcan common shares within 75 days after the applicable vesting date, according to the grant terms.

What is the vesting schedule of the stock appreciation rights at Vulcan Materials (VMC)?

The stock appreciation rights granted to Jerry F. Perkins Jr. vest in three equal annual installments beginning on the grant date. This structure spreads vesting over three years, aligning a portion of his potential compensation with the company’s performance over that period.

Are the equity awards to the Vulcan Materials (VMC) CAO direct holdings?

Yes, the reported performance share units, restricted stock units, and stock appreciation rights are all listed as directly owned. The filing does not attribute them to any separate entity or trust, indicating they are held in the officer’s direct beneficial ownership.