BAKER THOMPSON S II 4

What Happened
Thompson Baker S. II, President of Vulcan Materials Company (VMC), received 22,165 shares upon settlement of performance share units (PSUs) that vested after a three‑year performance period ending 12/31/2025. To satisfy tax withholding, 5,238 of those shares were surrendered (disposed) at an indicated price of $321.92 per share, for a withholding value of $1,686,217. The net shares issued to Thompson after withholding were 16,927.

Key Details

• Transaction date (period of report): 2026-02-13; Form 4 filed: 2026-02-17 (timely filing).
• How settled: PSUs converted 100% to common stock per footnote; conversion reported as derivative exercise/conversion (code M).
• Withholding: 5,238 shares withheld (code F) at $321.92/share = $1,686,217 paid to cover tax liability.
• Shares issued: 14,445 shares reported as acquired and 7,720 as conversion (total settled = 22,165); net retained = 16,927 shares.
• Shares owned after transaction: not reported in the provided filing data.
• Footnote: The PSUs vested based on pre-established performance criteria and were settled 100% in Vulcan common stock after the three‑year performance period ended Dec 31, 2025.

Context
This was an award settlement (not a market purchase or open‑market sale). The transaction is common for executive compensation: PSUs vested and were paid in stock, with a portion withheld to satisfy tax obligations (a routine administrative disposition). The F and M codes indicate tax withholding and derivative conversion rather than a market sale or buy.