Pruitt Ronnie A 4

4 · Vulcan Materials CO · Filed Feb 23, 2026

AI-generated summary of this filing

Updated Feb 23, 2026

Vulcan Materials (VMC) CEO Ronnie A. Pruitt Receives Awards

What Happened

Ronnie A. Pruitt, Chief Executive Officer of Vulcan Materials Company (VMC), received three equity awards on February 19, 2026 totaling 30,580 units: 14,190; 4,730; and 11,660 shares. Each award was reported as a derivative acquisition with an acquisition price of $0 (grants/awards rather than open-market purchases or sales).

Key Details

Transaction date: February 19, 2026. Filing date: February 23, 2026 (appears timely — within the required two business days).
Reported awards (total): 30,580 units (14,190; 4,730; 11,660). Acquisition price per unit: $0 (grant/award).
Shares owned after transaction: not specified in the provided excerpt of the filing.
Footnotes in the filing indicate:
- F1: Performance Share Units (PSUs) — performance period Jan 1, 2026 to Dec 31, 2028; payout in Vulcan common stock based on relative S&P 500 performance and company Cash Gross Profit per ton growth; final payout determined at end of period.
- F2/F3: Restricted Stock Units (RSUs) — each RSU converts to one share; RSUs cliff vest on the specified date and are settled in shares within 75 days after vesting.
- F4: Stock Appreciation Right (SAR) — vests in three equal annual installments beginning on the grant date.
Transaction type code: A = Award/Grant (derivative instruments, not an outright cash purchase or sale).

Context

These awards are compensation grants (PSUs, RSUs, and a SAR as noted) that convert to shares only upon meeting vesting and/or performance conditions; they do not represent an immediate open-market purchase or sale of stock.
PSUs are contingent on multi-year performance metrics and will be paid in shares only after the performance period ends (Dec 31, 2028). RSUs typically convert to shares at vesting, and SARs provide the right to appreciation over exercise price and vest over time.
Such grants are common in executive compensation packages and should be interpreted as part of pay structure rather than a direct bullish or bearish market signal.

Form 4

Period: 2026-02-19

Chief Executive Officer

Transactions

Award
Performance Share Units
[F1]
2026-02-19+14,190→ 14,190 total
From: 2028-12-31→ Common Stock (14,190 underlying)
Award
Restricted Stock Units
[F2][F3]
2026-02-19+4,730→ 4,730 total
From: 2029-02-19→ Common Stock (4,730 underlying)
Award
Stock Appreciation Right
[F4]
2026-02-19+11,660→ 11,660 total
Exercise: $302.85From: 2027-02-19Exp: 2036-02-19→ Common Stock (11,660 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