BAKER THOMPSON S II 4

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.