Form 4: Director Quirk Acquires VMC Phantom Stock

Vulcan Materials Director Kathleen L. Quirk acquired 214.983 phantom stock units as deferred compensation, increasing her beneficial ownership to 6,877.717 units.

Summary

• Kathleen L. Quirk, a Director of Vulcan Materials CO (VMC), acquired 214.983 units of phantom stock on December 17, 2025.
• The acquisition was part of director's fees credited to her account under the Vulcan Materials Company Directors' Deferred Compensation Plan.
• Each phantom stock unit is convertible on a 1-for-1 basis into Vulcan Materials Company common stock.
• The units are to be settled in common stock commencing at the reporting person's retirement.
• The price of the derivative security (phantom stock) at the time of transaction was $290.72 per unit.
• Following this transaction, Kathleen L. Quirk beneficially owns 6,877.717 phantom stock units.
• A Power of Attorney, dated February 10, 2023, designates Denson N. Franklin III, C. Samuel Todd, and Jennifer L. Commander as attorneys-in-fact for filing SEC Forms 3, 4, and 5 on behalf of Kathleen L. Quirk.

Sentiment

Score: 7

Explanation: The filing reports a routine acquisition of phantom stock by a director as part of a deferred compensation plan, which is a standard practice and generally viewed as neutral to slightly positive as it aligns director interests with shareholders.

Positives

• The acquisition of phantom stock aligns the director's financial interests with the long-term performance of Vulcan Materials Company's common stock.
• The Directors' Deferred Compensation Plan provides a structured mechanism for director remuneration and retention.

Future Outlook

The acquired phantom stock units are scheduled to be settled in Vulcan Materials Company common stock commencing at the reporting person's retirement.

Management Comments

• Director's fees credited to the reporting person's account in accordance with the Vulcan Materials Company Directors' Deferred Compensation Plan.

Industry Context

This transaction represents a routine insider filing related to director compensation, a common practice in publicly traded companies to align management and board interests with shareholders.

Comparison to Industry Standards

• The use of phantom stock as a component of director compensation is a widely adopted practice among publicly traded companies, serving to align the interests of board members with long-term shareholder value.
• Deferred compensation plans for directors, such as Vulcan Materials Company's, are standard mechanisms for retaining experienced board members and deferring tax obligations, consistent with corporate governance best practices seen across various industries.

Corporate Governance

Related Party Transactions

• The acquisition of 214.983 phantom stock units by Director Kathleen L. Quirk as deferred compensation constitutes a related party transaction between the company and a member of its board of directors.

Stakeholder Impact

• Shareholders: The transaction aligns the director's long-term interests with shareholder value through equity-based compensation.
• Employees: No direct impact mentioned.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: No direct impact mentioned.

Next Steps

• Settlement of the phantom stock units into Vulcan Materials Company common stock upon the reporting person's retirement.

Key Dates

Recommendation

This Form 4 reports a routine acquisition of phantom stock by a director as part of a deferred compensation plan. Such transactions are standard practice and do not typically indicate a change in the company's fundamental performance or outlook, thus warranting a 'hold' recommendation based solely on this filing.

Keywords

Vulcan Materials, VMC, Kathleen L. Quirk, Form 4, Phantom Stock, Deferred Compensation, Director Compensation, Insider Transaction