Franklin Denson N. III 4

What Happened

• Franklin Denson N. III, SVP, General Counsel & Secretary of Vulcan Materials (VMC), had performance share units (PSUs) vest and be settled in common stock on 2026-02-13. The filing reports the settlement/conversion of derivative awards resulting in 7,484 shares acquired.
• To cover tax withholding, 3,341 shares were surrendered at a reported per-share withholding value of $321.92, totaling $1,075,535. The filing also shows a separate conversion/derivative transaction for 4,000 shares reported as a disposition at $0.00 per share (no cash proceeds reported).
• This was a compensation settlement (award vesting) rather than an open-market buy or sale; tax-withholding share forfeitures are routine.

Key Details

• Transaction date: 2026-02-13; Form 4 filed: 2026-02-17 (timely — filing date falls within the required reporting window given the Feb 16 holiday).
• Reported items:
  • Exercise/conversion (M): 7,484 shares acquired (PSU settlement).
  • Tax withholding (F): 3,341 shares withheld at $321.92/share = $1,075,535.
  • Exercise/conversion (M): 4,000 shares reported disposed at $0.00 (no proceeds shown).
• Shares owned after the transactions: not specified in the provided filing excerpt.
• Footnote: Each PSU was settled 100% in Vulcan common stock after a three‑year performance period ending 12/31/2025; the Compensation & Human Capital Committee approved payout per pre-established criteria.
• Codes: M = exercise/conversion of derivative; F = tax withholding.

Context

• These transactions reflect vested compensation (PSUs) being converted to shares and routine withholding to satisfy taxes — not an open-market sale or purchase indicating a trading view on the stock.
• The withholding reduces the net shares delivered to the insider; such filings are common around vesting dates and do not necessarily signal insider buying or selling intent.