SEC Form 3 · accession 0002145368-26-000005

Vulcan Materials CO · VMC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

James T Polomsky

Officer — SVP

Period of report

Jul 16, 2026

Accepted (ET)

Jul 20, 2026 · 4:31 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	—	—		—	2,246	D
Common Stock (401k)	holding	—	—		—	472	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 Units^F1	—	holding	—	—	—	Dec 31, 2026	—	Common Stock	810	—	D
Performance Share Units^F2	—	holding	—	—	—	Dec 31, 2027	—	Common Stock	850	—	D
Performance Share Units^F3	—	holding	—	—	—	Dec 31, 2028	—	Common Stock	1,570	—	D
Restricted Stock Units^F4,F5	—	holding	—	—	—	Feb 21, 2027	—	Common Stock	270	—	D
Restricted Stock Units^F4,F5	—	holding	—	—	—	Feb 20, 2028	—	Common Stock	280	—	D
Restricted Stock Units^F4,F5	—	holding	—	—	—	Feb 19, 2029	—	Common Stock	520	—	D
Stock Appreciation Right^F6	$164.38	holding	—	—	—	Feb 19, 2022	Feb 19, 2031	Common Stock	1,100	—	D
Stock Appreciation Right^F6	$185.31	holding	—	—	—	Feb 18, 2023	Feb 18, 2032	Common Stock	1,000	—	D
Stock Appreciation Right^F6	$180.52	holding	—	—	—	Feb 21, 2024	Feb 21, 2033	Common Stock	880	—	D
Stock Appreciation Right^F6	$253.43	holding	—	—	—	Feb 21, 2025	Feb 21, 2034	Common Stock	780	—	D
Stock Appreciation Right^F6	$258.59	holding	—	—	—	Feb 20, 2026	Feb 20, 2035	Common Stock	680	—	D
Stock Appreciation Right^F6	$302.85	holding	—	—	—	Feb 19, 2027	Feb 19, 2036	Common Stock	1,290	—	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.