Shah Mitesh Bansilal 4

What Happened

• Shah Mitesh Bansilal, Senior Vice President and Chief Human Resources Officer of Vulcan Materials (VMC), had performance share units (PSUs) vest and be settled in common stock on February 13, 2026. The filing reports a conversion/exercise of derivative awards resulting in shares issued and share-withholding to satisfy tax obligations.
• Reported movements: 1,684 shares acquired via conversion/exercise (reported as "M" — exercise/conversion of derivative); 771 shares were withheld/disposed to cover tax withholding at $321.92 per share for total proceeds of $248,200 (transaction code "F"); an additional 900 shares were reported as disposed with $0 cash proceeds (reported as "M" — derivative conversion/disposition).

Key Details

• Transaction date: February 13, 2026; Form 4 filed February 17, 2026 (covers the 2/13/2026 settlement).
• Prices/values shown: tax withholding — 771 shares at $321.92/share = $248,200. Other derivative entries show N/A or $0 cash proceeds per the filing.
• Shares owned after transaction: not specified in the provided filing summary.
• Footnote: The PSUs were settled 100% in Vulcan common stock after a three-year performance period ending December 31, 2025; payout was determined by the Compensation & Human Capital Committee under pre-established performance criteria.
• Transaction codes explained: M = exercise/conversion of a derivative (PSU settlement); F = shares withheld/used to satisfy tax withholding.

Context

• This is primarily an award settlement (PSUs vesting and converting to shares), not an open-market purchase or broad insider sale. The 771-share disposal reflects tax withholding rather than a market sale by the insider; the filing also lists 900 shares as disposed with zero proceeds, which reflects internal settlement mechanics reported on the Form 4.
• For retail investors, PSU settlements are compensation-related and do not necessarily signal the insider’s view of the stock; they do increase insider-held equity unless fully surrendered to cover taxes.