Hill J Thomas 4

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.