SEC Form 3 · accession 0002145234-26-000005
Vulcan Materials CO · VMC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brent P Goodsell
Officer — SVP
Period of report
Jul 16, 2026
Accepted (ET)
Jul 20, 2026 · 4:30 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001396009
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | holding | — | — | — | 3,101 | I | As Trustee of Brent and Jody Goodsell Revocable Trust | |
| Common Stock (401k) | holding | — | — | — | 3,087 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Share UnitsF1 | — | holding | — | — | — | Dec 31, 2026 | — | Common Stock | 790 | — | D |
| Performance Share UnitsF2 | — | holding | — | — | — | Dec 31, 2027 | — | Common Stock | 820 | — | D |
| Performance Share UnitsF3 | — | holding | — | — | — | Dec 31, 2028 | — | Common Stock | 1,770 | — | D |
| Restricted Stock UnitsF4,F5 | — | holding | — | — | — | Feb 21, 2027 | — | Common Stock | 253 | — | D |
| Restricted Stock UnitsF4,F5 | — | holding | — | — | — | Feb 20, 2028 | — | Common Stock | 270 | — | D |
| Restricted Stock UnitsF4,F5 | — | holding | — | — | — | Feb 19, 2029 | — | Common Stock | 590 | — | D |
| Stock Appreciation RightF6 | $180.52 | holding | — | — | — | Feb 21, 2024 | Feb 21, 2033 | Common Stock | 750 | — | D |
| Stock Appreciation RightF6 | $253.43 | holding | — | — | — | Feb 21, 2025 | Feb 21, 2034 | Common Stock | 750 | — | D |
| Stock Appreciation RightF6 | $258.59 | holding | — | — | — | Feb 20, 2026 | Feb 20, 2035 | Common Stock | 660 | — | D |
| Stock Appreciation RightF6 | $302.85 | holding | — | — | — | Feb 19, 2027 | Feb 19, 2036 | Common Stock | 1,450 | — | D |
Explanation of responses
- F1Performance Share Units vest on December 31 at the end of the Performance Period. The Performance Period for this award begins on January 1, 2024 and ends on December 31, 2026. At the end of the Performance Period, the Compensation & 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 stock on a payment date determined by the Compensation & Human Capital Committee.
- F2Performance Share Units vest on December 31 at the end of the Performance Period. The Performance Period for this award begins on January 1, 2025 and ends on December 31, 2027. At the end of the Performance Period, the Compensation & 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 stock on a payment date determined by the Compensation & Human Capital Committee.
- F3Performance 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 & 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 stock on a payment date determined by the Compensation & Human Capital Committee.
- F4Each Restricted Stock Unit represents a contingent right to receive one share of Vulcan Common Stock.
- F5Restricted 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.
- F6Stock Appreciation Right vests in three (3) equal annual installments beginning on this date.