Hill J Thomas 4

4 · Vulcan Materials CO · Filed Feb 23, 2026

AI-generated summary of this filing

Updated Feb 23, 2026

Vulcan Materials (VMC) Director Hill J. Thomas Receives Stock Awards

What Happened

Hill J. Thomas, a director of Vulcan Materials Company (VMC), was granted a total of 13,110 equity awards on Feb 19, 2026. The grants consist of 6,080 performance share units, 2,030 restricted stock units, and 5,000 stock appreciation rights (SARs). Each award was recorded at $0.00 per share on the Form 4 because these are derivative awards/compensation grants, not open‑market purchases.

Key Details

Transaction date: 2026-02-19; Form 4 filed: 2026-02-23 (timely).
Awards: 6,080 Performance Share Units; 2,030 Restricted Stock Units; 5,000 Stock Appreciation Rights — total 13,110 units. Reported acquisition price: $0.00 (derivative grants).
Shares owned after transaction: not specified in the provided filing details.
Footnotes/vesting:
- Performance Share Units (F1): Performance period Jan 1, 2026–Dec 31, 2028; payout (if earned) determined by relative S&P 500 performance and company Cash Gross Profit per ton, paid 100% in Vulcan common stock on a committee‑determined payment date.
- RSUs (F2/F3): Each RSU equals a contingent right to one share; RSUs cliff vest on the specified date and are settled in stock within 75 days after vesting.
- SARs (F4): SARs vest in three equal annual installments beginning on the grant date.
No indication of a 10b5-1 plan, tax withholding sale, or late filing in the supplied data.

Context

These grants are compensation awards, not open‑market purchases or sales; no cash changed hands at grant. Performance share units and RSUs provide equity upside only if vesting/metrics are met; SARs provide upside tied to stock price appreciation and vest over time. Such grants are common for directors as retention and performance incentives and do not by themselves signal current buying or selling intent.

Form 4

Period: 2026-02-19

Director

Transactions

Award
Performance Share Units
[F1]
2026-02-19+6,080→ 6,080 total
From: 2028-12-31→ Common Stock (6,080 underlying)
Award
Restricted Stock Units
[F2][F3]
2026-02-19+2,030→ 2,030 total
From: 2029-02-19→ Common Stock (2,030 underlying)
Award
Stock Appreciation Right
[F4]
2026-02-19+5,000→ 5,000 total
Exercise: $302.85From: 2027-02-19Exp: 2036-02-19→ Common Stock (5,000 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