BAKER THOMPSON S II 4

4 · Vulcan Materials CO · Filed Feb 23, 2026

AI-generated summary of this filing

Updated Feb 23, 2026

Vulcan Materials (VMC) President Baker Thompson Receives Awards

What Happened

Baker Thompson S II, President of Vulcan Materials Company (VMC), was granted three derivative equity awards on February 19, 2026: 6,330 units, 2,110 units, and 5,200 units (total = 13,640 units). Each award shows an acquisition price of $0.00, reflecting compensation grants (not open-market purchases or sales).

Key Details

Transaction date: 2026-02-19; reported on Form 4 filed 2026-02-23 (Accession 0001190090-26-000002).
Award amounts: 6,330; 2,110; and 5,200 units (total 13,640 units). Price per unit: $0.00 (awards/derivatives).
Shares owned after transaction: Not specified in the provided excerpt of the filing.
Notable footnotes from the filing:
- F1: Performance Share Units (PSUs) vest at end of a multi-year performance period (here, Jan 1, 2026–Dec 31, 2028) and payout is based on company vs. S&P 500 performance and Cash Gross Profit per ton growth; payout is 100% in Vulcan common stock on a committee-determined payment date.
- F2: Each Restricted Stock Unit (RSU) represents a contingent right to one share of Vulcan common stock.
- F3: RSUs cliff vest on the specified date and are settled in shares within 75 days after vesting.
- F4: Stock Appreciation Rights (SARs) vest in three equal annual installments beginning on the grant date.
No late-filing indication was provided in the data you supplied.

Context

These transactions are grants of derivative awards (PSUs/RSUs/SARs) as part of executive compensation. They are not open-market purchases or sales and generally vest or pay out subject to time and/or performance conditions described above.
For retail investors, such awards signal executive compensation structure and potential future dilution when awards vest/settle, but they do not by themselves indicate immediate buying or selling by the insider.

Form 4

Period: 2026-02-19

President

Transactions

Award
Performance Share Units
[F1]
2026-02-19+6,330→ 6,330 total
From: 2028-12-31→ Common Stock (6,330 underlying)
Award
Restricted Stock Units
[F2][F3]
2026-02-19+2,110→ 2,110 total
From: 2029-02-19→ Common Stock (2,110 underlying)
Award
Stock Appreciation Right
[F4]
2026-02-19+5,200→ 5,200 total
Exercise: $302.85From: 2027-02-19Exp: 2036-02-19→ Common Stock (5,200 underlying)

Footnotes (4)

[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.

Signature

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

2 files