Bass Stanley G 4

What Happened
Stanley G. Bass, Chief Strategy Officer of Vulcan Materials (VMC), had 11,114 shares issued on conversion/settlement of performance-based equity (PSUs) that vested after the three-year performance period ending Dec 31, 2025. Of those shares, 4,950 were withheld and disposed to satisfy tax withholding at $321.92 per share for proceeds of $1,593,504. An additional 5,940 shares are reported as disposed with $0 proceeds as part of the derivative conversion reporting.

Key Details

• Transaction date: February 13, 2026; Form 4 filed February 17, 2026 (timely filing).
• Instruments: Performance Share Units (PSUs) converted/settled into common stock (transaction code M).
• Shares issued on settlement: 11,114.
• Tax withholding: 4,950 shares withheld and disposed at $321.92/share for $1,593,504 (transaction code F).
• Other reported disposition: 5,940 shares reported as disposed with $0 proceeds (transaction code M — reflects part of the derivative settlement).
• Footnote: PSUs were settled 100% in Vulcan common stock after the three‑year performance period; payout based on pre-established performance criteria.
• Shares owned after the transaction: Not specified in the filing.

Context
This was a settlement of long-term performance awards (not an open‑market buy or sell driven by a trading plan). Tax withholding via share disposition is routine when equity awards vest and does not necessarily signal insider sentiment. The filing appears timely (filed within days of the Feb 13 transaction).