4/A: Vulcan Materials Amends Officer Equity Grant
Insider Transaction Amendment
Vulcan Materials Company filed an amended Form 4 to correct the number of Performance Share Units and Restricted Stock Units granted to Vice President and Controller Randy L. Pigg.
Summary
- An amended Form 4 (Form 4/A) was filed by Randy L. Pigg, Vice President and Controller of Vulcan Materials CO (VMC), to correct previously reported equity grants.
- The amendment specifically corrects the number of Performance Share Units (PSUs) and Restricted Stock Units (RSUs) granted to Pigg on February 19, 2026.
- The corrected number for both Performance Share Units and Restricted Stock Units is 390 units each.
- Performance Share Units are scheduled to vest on December 31, 2028, at the end of a performance period that began on January 1, 2026.
- The payment amount for PSUs will be determined by the Compensation and Human Capital Committee based on company performance relative to the S&P 500 Index and the company's annual average growth rate of Cash Gross Profit per ton.
- Restricted Stock Units are set to cliff vest on February 19, 2029, and each unit represents a contingent right to receive one share of Vulcan Common Stock.
- Vested Restricted Stock Units will be settled in shares of Vulcan Common Stock within 75 days after the applicable vesting date.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral administrative filing. The correction of an equity grant is a routine compliance matter and does not inherently signal positive or negative operational or financial performance.
Positives
- The company demonstrated transparency by filing an amendment to correct an administrative error in an executive's equity grant.
- The equity grants, particularly Performance Share Units, are tied to specific company performance metrics (S&P 500 Index relative performance and Cash Gross Profit per ton growth), aligning executive incentives with shareholder value.
Negatives
- The initial Form 4 filing contained an error regarding the number of units granted, necessitating an amendment.
Future Outlook
Performance Share Units are set to vest on December 31, 2028, contingent on company performance against the S&P 500 Index and Cash Gross Profit per ton growth. Restricted Stock Units will cliff vest on February 19, 2029, and be settled in company stock within 75 days after vesting.
Management Comments
- Performance 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 and 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.
- Each Restricted Stock Unit represents a contingent right to receive one share of Vulcan Common Stock.
- 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.
Industry Context
StockSavvy.ai notes that this filing is an administrative correction related to executive compensation, a standard practice in public companies. While not directly indicative of broader industry trends, it highlights the ongoing use of equity-based incentives to align executive interests with long-term shareholder value in the materials sector.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Compensation Policy Application | The Compensation and Human Capital Committee determines the payment amount for Performance Share Units based on company performance relative to the S&P 500 Index and the Company's annual average growth rate of Cash Gross Profit per ton. | 01/01/2026 | Ensures executive compensation is tied to specific, measurable company and market performance metrics, aligning executive incentives with shareholder interests. |
Stakeholder Impact
- Shareholders: Minor impact, as the filing clarifies the exact number of shares granted to an executive, ensuring accuracy in beneficial ownership disclosures.
- Reporting Person (Randy L. Pigg): Directly impacts his beneficial ownership and future equity compensation.
Next Steps
- Vesting of Performance Share Units on December 31, 2028, subject to performance conditions.
- Vesting of Restricted Stock Units on February 19, 2029.
- Settlement of vested Restricted Stock Units in Vulcan Common Stock within 75 days after vesting.
Key Dates
| Date | Description |
|---|---|
| 02/14/2023 | Power of Attorney executed by Randy L. Pigg, authorizing attorneys-in-fact to prepare and sign SEC filings. |
| 02/19/2026 | Transaction date for the grant of Performance Share Units and Restricted Stock Units to Randy L. Pigg. |
| 02/23/2026 | Date of the original Form 4 filing that is being amended. |
| 03/04/2026 | Signature date of the amended Form 4/A. |
| 12/31/2028 | End of the Performance Period and vesting date for Performance Share Units. |
| 02/19/2029 | Cliff vesting date for Restricted Stock Units. |
Keywords
Vulcan Materials, VMC, Form 4/A, SEC filing, insider transaction, equity compensation, Performance Share Units, Restricted Stock Units, executive compensation, corporate governance
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