Vulcan Materials Co.

07/10/2025 | Press release | Distributed by Public on 07/10/2025 16:24

Initial Statement of Beneficial Ownership (Form 3)

FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Shah Mitesh Bansilal
2. Date of Event Requiring Statement (Month/Day/Year)
06/30/2025
3. Issuer Name and Ticker or Trading Symbol
Vulcan Materials CO [VMC]
(Last) (First) (Middle)
1200 URBAN CENTER DRIVE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP and CHRO
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
BIRMINGHAM, AL 35242
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 1,909 D
Common Stock (401k) 52.15 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Share Units 12/31/2025 (1) Common Stock 900 (1) D
Performance Share Units 12/31/2026 (2) Common Stock 760 (2) D
Performance Share Units 12/31/2027 (3) Common Stock 770 (3) D
Restricted Stock Units 02/21/2026 (5) Common Stock 300 (4) D
Restricted Stock Units 02/21/2027 (5) Common Stock 250 (4) D
Restricted Stock Units 02/20/2028 (5) Common Stock 260 (4) D
Stock Appreciation Right 02/20/2026(6) 02/20/2035 Common Stock 620 $258.59 D
Stock Appreciation Right 02/21/2025(6) 02/21/2034 Common Stock 720 $253.43 D
Stock Appreciation Right 02/21/2024(6) 02/21/2033 Common Stock 720 $180.52 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Shah Mitesh Bansilal
1200 URBAN CENTER DRIVE
BIRMINGHAM, AL 35242
SVP and CHRO

Signatures

/s/ Jennifer L. Commander, Attorney-In-Fact 07/10/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Performance Share Units vest on December 31 at the end of the Performance Period. The Performance Period for this award begins on January 1, 2023 and ends on December 31, 2025. 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.
(2) Performance 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.
(3) Performance 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.
(4) Each Restricted Stock Unit represents a contingent right to receive one share of Vulcan Common Stock.
(5) Restricted 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.
(6) Stock Appreciation Right vests in three (3) equal annual installments beginning on this date.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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