Pruitt Ronnie A 4

What Happened

• Ronnie A. Pruitt, President & CEO of Vulcan Materials Company (VMC), had performance share units (PSUs) vest and be settled in common stock on February 13, 2026. The Form 4 reports conversion entries totaling 9,532 shares (two conversion lines: 6,212 acquired; 3,320 reported as converted/disposed at $0). The company withheld 2,306 shares to satisfy tax withholding obligations, valued at $321.92 per share for a cash withholding of $742,348.

Key Details

• Transaction date: February 13, 2026; Form 4 filed February 17, 2026.
• Reported entries: conversion/exercise of derivatives (PSUs) for 6,212 shares (acquired) and 3,320 shares (reported as converted/disposed at $0); tax withholding (F) of 2,306 shares at $321.92/share = $742,348.
• Footnote: PSUs vested after a three-year performance period ending December 31, 2025 and were settled 100% in Vulcan common stock per the Compensation & Human Capital Committee determination.
• Shares owned after the transaction: not specified in the provided filing data.
• No 10b5-1 plan, gift, or late-filing flag is indicated in the information provided here.

Context

• These were performance-based awards that vested and were paid in stock (not an open-market purchase or sale). The withholding of shares to cover taxes is a routine administrative step and not a market sale for cash proceeds by the insider beyond the tax withholding amount. This is a non-speculative factual report of equity compensation settlement.