Sec Form 4 Filing - Hicks Darren L. @ Vulcan Materials CO - 2023-02-21

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Hicks Darren L. 2. Issuer Name and Ticker or Trading Symbol Vulcan Materials CO [ VMC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Human Resources Officer (Last) (First) (Middle) 1200 URBAN CENTER DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 02/21/2023 (Street) BIRMINGHAM, AL35242 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/22/2023 M 510 A 5,141 D Common Stock 02/22/2023 F 228 D $ 180.52 4,913 D Common Stock (401k) 3,804.753 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Performance Share Units ( 2 ) 02/21/2023 A 2,310 12/31/2025( 2 ) ( 2 ) Common Stock 2,310 $ 0 2,310 D Restricted Stock Units ( 1 ) 02/21/2023 A 770 02/21/2026( 3 ) ( 3 ) Common Stock 770 $ 0 770 D Stock Appreciation Right $ 180.52 02/21/2023 A 1,860 02/21/2024( 4 ) 02/21/2033 Common Stock 1,860 $ 0 1,860 D Restricted Stock Units ( 3 ) 02/22/2023 M 510 02/21/2023 ( 3 ) Common Stock 510 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hicks Darren L. 1200 URBAN CENTER DRIVE BIRMINGHAM, AL35242 Chief Human Resources Officer Signatures /s/ Denson N. Franklin III, Attorney-In-Fact 02/23/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each Restricted Stock Unit represents a contingent right to receive one share of Vulcan Common Stock. ( 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, 2023 and ends on December 31, 2025. At the end of the Performance Period, the Compensation Committee determines the payment amount based on (1) the Company's Total Shareholder Return 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 Committee. ( 3 )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. ( 4 )Stock Appreciation Right vested in three (3) equal annual installments beginning on this date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.