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Item 2. Management’s Discussion and Analysis

2025-10-30 compared with 2025-07-31 · 149 added, 120 removed, 444 unchanged (38% of the section changed)

32 unchanged sentences

EXECUTIVE SUMMARY

FINANCIAL HIGHLIGHTS FOR SECOND QUARTER 2025

Compared to second quarter of 2024:

FINANCIAL HIGHLIGHTS FOR THIRD QUARTER 2025

Compared to third quarter of 2024:

▪ Total revenues increased $287.6 million, or 14%, to $2,291.5 million

2 unchanged sentences

▪ Aggregates segment freight-adjusted revenues increased $195.7 million, or 16%, to $1,423.7 million

▪ Shipments decreased 1%, or 0.8 million tons, to 59.3 million tons

▪ Shipments increased 12%, or 7.0 million tons, to 64.7 million tons

▪ Freight-adjusted sales price increased 3.5%, or $0.74 per ton, to $22.01

2 unchanged sentences

▪ Asphalt and Concrete segment gross profit increased $18.4 million to $85.1 million, collectively

▪ Selling, administrative and general (SAG) expenses increased $10.4 million (20 basis points as a percentage of total revenues)

▪ Selling, administrative and general (SAG) expenses increased $16.2 million and decreased 10 basis points as a percentage of total revenues

▪ Operating earnings increased $206.1 million, or 61%, to $543.2 million

4 unchanged sentences

▪ Returned capital to shareholders via dividends of $64.7 million at $0.49 per share versus $60.8 million at $0.46 per share, an increase of 6%

Our second quarter results reflected another quarter of outstanding execution, despite weather challenges, and we carry good momentum into the remainder of the year.

Our pricing discipline and excellent cost performance have led to an 11% increase in aggregates gross profit per ton (13% increase in cash gross profit per ton), a 10% improvement in net earnings attributable to Vulcan, a 16% improvement in Adjusted EBITDA and Adjusted EBITDA margin expansion of 260 basis points through the first half of the year.

Capital expenditures, including maintenance and growth projects, were $101.5 million in the second quarter and $206.9 million on a year-to-date basis.

We remain well positioned for continued growth with a strong liquidity position and balance sheet profile.

As of June 30, 2025, the ratio of total debt to trailing-twelve months Adjusted EBITDA was 2.2 times (2.1 times on a net debt basis, reflecting $351.0 million of cash on hand) and within our target range of 2.0 to 2.5 times.

The combination of our aggregates-led business and our commercial and operational execution has resulted in strong earnings growth and margin expansion through the first nine months of 2025.

Net earnings attributable to Vulcan has improved 33% over the prior year, Adjusted EBITDA has improved 20% over the prior year, and Adjusted EBITDA margin has expanded 290 basis points on a year-to-date basis.

Aggregates gross profit per ton increased 11%, and cash gross profit per ton increased 12% with widespread improvements across our footprint.

These results demonstrate the compounding benefits of our strategic disciplines and reinforce our confidence in our ability to continue to deliver strong earnings growth and cash generation.

Through the first nine months, cash provided by operating activities was $1,270.0 million, a 31% increase over the prior year.

Capital expenditures for maintenance and growth projects were $234.9 million in the third quarter ($441.8 million on a year-to-date basis), and we returned $64.7 million to shareholders through dividends, a 6% increase versus the prior year.

We used $550.0 million of cash on hand to pay down our outstanding commercial paper balance, resulting in a ratio of total debt to trailing-twelve months Adjusted EBITDA of 1.9 times (1.8 times on a net debt basis, reflecting $195.2 million of cash on hand).

Our weighted-average debt maturity was 14.0 years, and our total weighted-average effective interest rate was 5.04%.

Interest expense, net of interest income, was $59.2 million in the second quarter compared with $40.2 million in the prior year.

Interest expense, net of interest income, was $55.3 million in the third quarter compared with $38.4 million in the prior year.

The $16.9 million increase is primarily due to a higher debt level resulting from the November 2024 notes issuances.

On a trailing-twelve months basis, return on invested capital was 15.9%, a 40 basis points decrease over the prior year, primarily resulting from the fourth quarter 2024 acquisitions of Wake Stone Corporation (Wake Stone) and Superior Ready Mix Concrete, L.P.

Our execution in the first half of the year, along with an acceleration in new highway construction activity in our markets, supports our full-year outlook to deliver $2,350 million to $2,550 million of Adjusted EBITDA.

As always, we will remain focused on factors within our control, including pricing and operating disciplines that drive earnings growth and cash generation.

On a trailing-twelve months basis, return on invested capital improved 40 basis points over the prior year to 16.5% through a combination of solid operating earnings, disciplined capital management and a balanced approach to growth.

Subsequent to quarter end, we completed the disposition of our asphalt and construction services assets in the greater Houston market.

Additionally, on October 28, we entered into an agreement for the disposition of our ready-mixed concrete businesses in California.

Subject to obtaining regulatory approvals and the satisfaction of other customary closing conditions, we expect to close the transaction in the fourth quarter of 2025.

The sale of these downstream assets is consistent with our aggregates-led strategy and generates cash proceeds that can be redeployed into attractive growth opportunities in the future.

We remain well positioned for continued growth with a strong liquidity position and balance sheet profile.

We continue to execute well and remain focused on delivering another year of margin expansion and attractive growth in aggregates unit profitability.

Aggregates shipments through the third quarter have increased 3%, and we expect full year shipments to reflect similar year-over-year growth.

As a result, we expect to deliver between $2,350 million and $2,450 million of Adjusted EBITDA in 2025, representing 17% year-over-year growth at the midpoint.

As we look to 2026, we are encouraged about the demand backdrop in our markets.

We expect continued strength in public construction activity and an improving private nonresidential outlook, a combination that should also benefit an already healthy pricing environment.

We are well positioned with an irreplaceable asset base and outstanding talent.

Our strategic disciplines on both the commercial and operational sides of our business continue to gain traction and sustain improvements.

These competitive advantages, coupled with modest growth in shipments and mid-single digit growth in pricing, will help drive another year of earnings growth in 2026 and expansion in aggregates cash gross profit per ton that continues to exceed historical averages.

RESULTS OF OPERATIONS

5 unchanged sentences

Three Months Ended

June 30 Six Months Ended

September 30 Nine Months Ended

in millions, except per share and per unit data 2025 2024 2025 2024

6 unchanged sentences

Gain on sale of property, plant & equipment and businesses 0.6 0.2 9.2 4.6

Loss on impairments 0.0 (86.6) 0.0 (86.6)

Operating earnings 543.2 337.1 1,240.7 963.5

6 unchanged sentences

Loss on discontinued operations, net of tax (1.2) (1.3) (4.2) (5.0)

(Earnings) loss attributable to noncontrolling interest 0.1 (0.3) (0.4) (0.6)

Earnings attributable to noncontrolling interest (0.1) (0.8) (0.6) (1.4)

Net earnings attributable to Vulcan $ 374.9 $ 207.6 $ 824.7 $ 618.2

15 unchanged sentences

1 Non-GAAP measures are defined and reconciled within this Item 2 under the caption " Reconciliation of Non-GAAP Financial Measures ".

SECOND QUARTER 2025 COMPARED TO SECOND QUARTER 2024

Second quarter 2025 total revenues were $2,102.4 million, up 4% from the second quarter of 2024.

Shipments decreased in aggregates (-1%) and asphalt mix (-3%) and increased in ready-mixed concrete (+27%).

Gross profit increased in the Aggregates segment (+$31.0 million or 6%) and the Concrete segment (+$3.8 million or 81%) and decreased in the Asphalt segment (-$1.8 million or 3%).

Net earnings attributable to Vulcan for the second quarter of 2025 were $320.9 million, or $2.42 per diluted share, compared to $308.0 million, or $2.31 per diluted share, in the second quarter of 2024.

THIRD QUARTER 2025 COMPARED TO THIRD QUARTER 2024

Third quarter 2025 total revenues were $2,291.5 million, up 14% from the third quarter of 2024.

Shipments increased in aggregates (+12%), asphalt mix (+5%) and ready-mixed concrete (+32%).

Gross profit increased in the Aggregates segment (+$113.6 million or 23%), the Asphalt segment (+$10.8 million or 18%) and the Concrete segment (+$7.6 million or 113%).

Net earnings attributable to Vulcan for the third quarter of 2025 were $374.9 million, or $2.82 per diluted share, compared to $207.6 million, or $1.56 per diluted share, in the third quarter of 2024.

Each period’s results were impacted by discrete items, as follows:

Net earnings attributable to Vulcan for the second quarter of 2025 include:

Net earnings attributable to Vulcan for the third quarter of 2025 include:

▪ pretax charges of $0.1 million associated with non-routine acquisitions

1 unchanged sentence

▪ $1.8 million of tax charges related to a valuation allowance against Calica deferred tax assets, including NOL carryforwards

Net earnings attributable to Vulcan for the second quarter of 2024 include:

▪ pretax charges of $1.0 million associated with divested operations

Net earnings attributable to Vulcan for the third quarter of 2024 include:

▪ pretax charges of $86.6 million associated with a goodwill impairment

▪ pretax charges of $0.8 million associated with non-routine acquisitions

1 unchanged sentence

▪ $1.9 million of tax charges related to a valuation allowance against Calica deferred tax assets, including NOL carryforwards

Adjusted for these discrete items, earnings attributable to Vulcan from continuing operations (Adjusted Diluted EPS) was $2.45 per diluted share for the second quarter of 2025 compared to $2.35 per diluted share for the second quarter of 2024.

CONTINUING OPERATIONS — Changes in earnings from continuing operations before income taxes for the second quarter of 2025 versus the second quarter of 2024 are summarized below:

Second quarter 2024

Adjusted for these discrete items, earnings attributable to Vulcan from continuing operations (Adjusted Diluted EPS) was $2.84 per diluted share for the third quarter of 2025 compared to $2.22 per diluted share for the third quarter of 2024.

CONTINUING OPERATIONS — Changes in earnings from continuing operations before income taxes for the third quarter of 2025 versus the third quarter of 2024 are summarized below:

Third quarter 2024

Higher aggregates gross profit 113.6

Lower asphalt gross profit (1.8)

Higher asphalt gross profit 10.8

Higher concrete gross profit 7.6

Higher selling, administrative and general expenses (16.2)

Lower gain on sale of property, plant & equipment and businesses (2.6)

Lower impairment charges 86.6

Higher interest expense, net (16.9)

All other 8.2

Second quarter 2025

Continued pricing discipline and operational execution drove earnings growth and margin expansion in the Aggregates segment despite lower shipments and challenging weather conditions throughout the quarter.

Second quarter Aggregates segment gross profit increased 6% to $559.5 million ($9.44 on a per ton basis), and gross profit margin expanded to 33.9%.

Third quarter 2025

Solid execution in the third quarter drove strong earnings growth and margin expansion.

Aggregates segment gross profit increased 23% to $612.1 million ($9.46 on a per ton basis), and gross profit margin expanded 250 basis points to to 34.2%.

Cash gross profit per ton increased 9% to $11.84 per ton.

On a trailing-twelve months basis, cash gross profit per ton was $11.25, increasing 13% over the prior year and marking a tenth consecutive quarter of double-digit compounding improvement in unit profitability.

Aggregates shipments decreased 1% compared to the prior year due in part to significant rainfall in many key Southeastern markets throughout much of the quarter.

Price growth was widespread, and freight-adjusted selling prices increased 5.3% (7.6% on a mix-adjusted basis) compared to the prior year.

In addition to the anticipated impact of recent acquisitions, second quarter reported price was also impacted by unfavorable legacy geographic mix due to the inclement weather in the Southeast.

Freight-adjusted unit cost of sales increased a modest 4% ($0.46 per ton) as a result of continued operating cost discipline despite challenging weather conditions.

Overall, non-aggregates segments gross profit of $65.7 million was $2.0 million higher than the prior year’s second quarter.

Asphalt segment gross profit was $57.2 million, and cash gross profit was $71.2 million.

Despite lower shipments, unit cash gross profit improved 5%, and gross profit margin remained a solid 15.5%.

On a trailing-twelve months basis, cash gross profit per ton was $11.51, increasing 13% over the prior year and marking the eleventh consecutive quarter of double-digit compounding improvement in unit profitability.

Aggregates shipments increased 12% compared to the prior year, reflecting healthy public construction activity, as well as the benefit of more favorable weather in most markets.

Shipments in the prior year's third quarter were disrupted by numerous hurricanes and severe storms across the Southeast.

Freight-adjusted selling prices increased 3.5% compared to the prior year (5.0% on a mix-adjusted basis).

Reported price in the quarter was impacted by unfavorable product mix, as well as the anticipated impact of recent acquisitions.

Freight-adjusted unit cost of sales decreased 1% (decreased 2% on a unit cash cost of sales basis) as a result of continued operating cost discipline and the benefit of strong shipments in the quarter.

On a trailing-twelve months basis, unit cash cost of sales approximated the prior year, reflecting a continued focus on cost management and operating efficiencies.

Overall, non-aggregates segments gross profit of $85.1 million was $18.4 million higher than the prior year’s third quarter.

Asphalt segment gross profit was $71.0 million (an 18% improvement over the prior year), and cash gross profit was $83.9 million (a 16% improvement over the prior year).

Gross profit margin remained strong and expanded to 17%.

Gross profit per ton increased 12%, and cash gross profit per ton improved 10%.

Concrete segment gross profit was $14.1 million, and cash gross profit was $30.6 million.

Unit gross profit increased 43%, and unit cash gross profit increased 30%, due mostly to the contribution of acquired operations.

SAG expense was $144.5 million for the second quarter compared to $134.1 million in the prior year.

As a percent of total revenues on a trailing-twelve months basis, SAG expense was 7.2% in the second quarter of 2025, 10 basis points lower than the prior year.

Gain on sale of property, plant & equipment and businesses was $1.2 million in the second quarter of 2025 compared to $3.8 million in the second quarter of 2024.

Other operating income (expense), net which is composed primarily of idle facilities expense, environmental remediation costs, gain (loss) on settlement of AROs, finance charges collected and net rental income (expense), was $10.9 million of expense for the second quarter of 2025 compared to $8.3 million of expense in the second quarter of 2024.

Other nonoperating income (expense), net was $2.4 million of income for the second quarter of 2025 compared to $8.7 million of expense in the second quarter of 2024.

The year-over-year improvement was primarily related to higher foreign currency transaction gains in the current period.

Net interest expense was $59.2 million in the second quarter of 2025 compared to $40.2 million in the second quarter of 2024.

Gross profit margin expanded to 6%, unit gross profit increased 62%, and unit cash gross profit increased 34%, benefiting from the profitability of acquired operations.

SAG expense was $145.3 million for the third quarter compared to $129.1 million in the prior year.

The increase in the current year was primarily due to SAG expense for prior year business acquisitions and higher incentives expense.

For the quarter, SAG expense as a percent of total revenues improved slightly to 6.3%.

On a trailing-twelve months basis, SAG expense was 7.2% of total revenues, unchanged from the prior year.

Gain on sale of property, plant & equipment and businesses was $0.6 million in the third quarter of 2025 compared to $0.2 million in the third quarter of 2024.

During the third quarter of 2024, we recorded an $86.6 million pretax goodwill impairment charge related to a reporting unit that included concrete operations acquired from U.S.

Concrete in 2021 ($84.2 million after tax).

There were no similar charges in the third quarter of 2025.

Other operating income (expense), net which is composed primarily of idle facilities expense, environmental remediation costs, gain (loss) on settlement of AROs, finance charges collected, and rental income, was $9.3 million of expense for the third quarter of 2025 compared to $12.6 million of expense in the third quarter of 2024.

Other nonoperating income (expense), net was $0.7 million of income for the third quarter of 2025 compared to $3.8 million of expense in the third quarter of 2024.

Net interest expense was $55.3 million in the third quarter of 2025 compared to $38.4 million in the third quarter of 2024.

The increase in interest expense was primarily due to a higher debt level resulting from the November 2024 notes issuances.

Income tax expense from continuing operations was $91.3 million in the second quarter of 2025 compared to $94.4 million in the second quarter of 2024.

The decrease in tax expense was primarily due to the release of a valuation allowance against deferred tax assets of a Canadian subsidiary resulting from a restructuring completed in the second quarter of 2025, partially offset by an increase in pretax earnings.

Earnings attributable to Vulcan from continuing operations were $2.43 per diluted share in the second quarter of 2025 compared to $2.33 per diluted share in the second quarter of 2024.

DISCONTINUED OPERATIONS — Second quarter pretax loss from discontinued operations was $2.8 million in 2025 compared with a pretax loss of $2.7 million in 2024.

Income tax expense from continuing operations was $112.4 million in the third quarter of 2025 compared to $85.2 million in the third quarter of 2024.

The increase in tax expense was primarily due to the increase in pretax earnings, partially offset by the nondeductible portion of the loss on impairment recorded in the third quarter of 2024.

Earnings attributable to Vulcan from continuing operations were $2.83 per diluted share in the third quarter of 2025 compared to $1.57 per diluted share in the third quarter of 2024.

DISCONTINUED OPERATIONS — Third quarter pretax loss from discontinued operations was $1.6 million in 2025 compared with a pretax loss of $1.8 million in 2024.

Both periods include charges related to general and product liability costs, including legal defense costs, and environmental remediation costs associated with our former Chemicals business.

For additional details, see Note 1 to the condensed consolidated financial statements under the caption Discontinued Operations.

YEAR-TO-DATE JUNE 30, 2025 COMPARED TO YEAR-TO-DATE JUNE 30, 2024

Total revenues for the first six months of 2025 were $3,737.0 million, up 5% from the first six months of 2024.

Shipments decreased in aggregates (-1%), increased in ready-mixed concrete (+21%) and remained flat in asphalt mix.

Gross profit increased in the Aggregates segment (+$85.1 million or 10%) and the Concrete segment (+$9.9 million or 617%) and decreased in the Asphalt segment (-$1.7 million or 3%).

Net earnings attributable to Vulcan for the first six months of 2025 were $449.8 million, or $3.38 per diluted share, compared to $410.6 million, or $3.08 per diluted share, in the first six months of 2024.

YEAR-TO-DATE SEPTEMBER 30, 2025 COMPARED TO YEAR-TO-DATE SEPTEMBER 30, 2024

Total revenues for the first nine months of 2025 were $6,028.5 million, up 8% from the first nine months of 2024.

Shipments increased in aggregates (+3%), asphalt mix (+2%) and ready-mixed concrete (+25%).

Gross profit increased in the Aggregates segment (+$198.7 million or 15%), the Asphalt segment (+$9.0 million or 7%) and the Concrete segment (+$17.6 million or 213%).

Net earnings attributable to Vulcan for the first nine months of 2025 were $824.7 million, or $6.21 per diluted share, compared to $618.2 million, or $4.65 per diluted share, in the first nine months of 2024.

Each period’s results were impacted by discrete items, as follows:

Net earnings attributable to Vulcan for the first six months of 2025 include:

Net earnings attributable to Vulcan for the first nine months of 2025 include:

▪ pretax charges of $1.9 million associated with non-routine acquisitions

1 unchanged sentence

▪ $5.6 million of tax charges related to a valuation allowance against Calica deferred tax assets, including NOL carryforwards

Net earnings attributable to Vulcan for the first six months of 2024 include:

Net earnings attributable to Vulcan for the first nine months of 2024 include:

▪ pretax charges of $86.6 million associated with a goodwill impairment

▪ pretax charges of $1.0 million associated with divested operations

2 unchanged sentences

▪ $4.5 million of tax charges related to a valuation allowance against Calica deferred tax assets, including NOL carryforwards

Adjusted for these discrete items, earnings attributable to Vulcan from continuing operations (Adjusted Diluted EPS) was $3.45 per diluted share for the first six months of 2025 compared to $3.14 per diluted share for the first six months of 2024.

CONTINUING OPERATIONS — Changes in earnings from continuing operations before income taxes for year-to-date June 30, 2025 versus year-to-date June 30, 2024 are summarized below:

Year-to-date June 30, 2024

Adjusted for these discrete items, earnings attributable to Vulcan from continuing operations (Adjusted Diluted EPS) was $6.29 per diluted share for the first nine months of 2025 compared to $5.37 per diluted share for the first nine months of 2024.

CONTINUING OPERATIONS — Changes in earnings from continuing operations before income taxes for year-to-date September 30, 2025 versus year-to-date September 30, 2024 are summarized below:

Year-to-date September 30, 2024

Higher aggregates gross profit 198.7

Lower asphalt gross profit

Higher asphalt gross profit

Higher concrete gross profit 17.6

1 unchanged sentence

Higher gain on sale of property, plant & equipment and businesses 4.6

Lower impairment charges

Higher interest expense, net (56.5)

All other 8.8

Year-to-date June 30, 2025

Aggregates segment sales for the first six months of 2025 were $2,985.4 million (up 3%), and shipments decreased 1%, or 1.3 million tons, compared to the prior year.

Aggregates segment gross profit was $916.9 million ($8.57 per ton) in the first six months of 2025 versus $831.8 million ($7.68 per ton) in the prior year.

Year-to-date September 30, 2025

Aggregates segment sales for the first nine months of 2025 were $4,777.5 million (up 7%), and shipments increased 3%, or 5.7 million tons, compared to the prior year.

Aggregates segment gross profit was $1,529.0 million ($8.91 per ton) in the first nine months of 2025 versus $1,330.3 million ($8.01 per ton) in the prior year.

On a year-to-date basis, cash gross profit per ton increased 12% to $11.52 per ton.

Freight-adjusted selling prices increased 6.0% as compared to the prior year.

Freight-adjusted unit cost of sales for the first six months of 2025 increased 3%, or $0.37 per ton, versus the prior year.

Asphalt segment gross profit of $62.0 million was down $1.7 million from the first six months of 2024, and cash gross profit of $88.0 million was a 5% improvement over the prior year.

Asphalt mix shipments remained flat, and average unit selling prices increased 3.6%, or $2.84 per ton.

Concrete segment gross profit of $11.6 million was up $9.9 million from the first six months of 2024, and cash gross profit of $46.1 million was a 79% increase from the prior year.

SAG expenses were $282.7 million (7.6% of total revenues) versus $263.8 million (7.4% of total revenues) in the prior year’s first six months.

Gain on sale of property, plant & equipment and businesses was $8.6 million in the first six months of 2025 versus $4.4 million in the first six months of 2024.

Other operating income (expense), net which is composed primarily of idle facilities expense, environmental remediation costs, gain (loss) on settlement of AROs, finance charges collected and net rental income (expense), was $19.0 million of expense for the first six months of 2025 compared to $11.3 million of expense in the first six months of 2024.

Other nonoperating income (expense), net was $0.2 million of expense for the first six months of 2025 compared to $8.9 million of expense in the first six months of 2024.

Freight-adjusted selling prices increased 5.1% compared to the prior year (6.6% on a mix-adjusted basis), with growth widespread across our footprint.

Freight-adjusted unit cost of sales for the first nine months of 2025 decreased 1% versus the prior year, reflecting a continued focus on cost management and operating efficiencies.

Asphalt segment gross profit of $132.9 million was up $9.0 million from the first nine months of 2024, and cash gross profit of $171.9 million was a 10% improvement over the prior year.

Asphalt mix shipments increased 2%, and average unit selling prices increased 3%, or $2.46 per ton.

Concrete segment gross profit of $25.8 million was up $17.6 million from the first nine months of 2024, and cash gross profit of $76.7 million was a 78% increase from the prior year.

SAG expenses were $428.0 million in the first nine months of 2025 versus $393.0 million in the first nine months of 2024.

As a percent of total revenues, SAG expense was 7.1%, unchanged from the prior year's first nine months.

Gain on sale of property, plant & equipment and businesses was $9.2 million in the first nine months of 2025 versus $4.6 million in the first nine months of 2024.

For the nine months ended September 30, 2024, we recorded an $86.6 million pretax goodwill impairment charge related to a reporting unit that included concrete operations acquired from U.S.

Concrete in 2021 ($84.2 million after tax).

There were no similar charges in the first nine months of 2025.

Other operating income (expense), net which is composed primarily of idle facilities expense, environmental remediation costs, gain (loss) on settlement of AROs, finance charges collected, and rental income, was $28.2 million of expense for the first nine months of 2025 compared to $23.9 million of expense in the first nine months of 2024.

Other nonoperating income (expense), net was $0.4 million of income for the first nine months of 2025 compared to $12.7 million of expense in the first nine months of 2024.

The year-over-year improvement was primarily related to higher foreign currency transaction gains in the current year.

Net interest expense was $118.9 million in the first six months of 2025 compared to $79.3 million in the first six months of 2024.

Net interest expense was $174.2 million in the first nine months of 2025 compared to $117.7 million in the first nine months of 2024.

The increase in interest expense was primarily due to a higher debt level resulting from the November 2024 notes issuances.

Income tax expense from continuing operations was $125.0 million in the first six months of 2025 compared to $123.4 million in the first six months of 2024.

The increase in tax expense was primarily due to an increase in pretax earnings, partially offset by an increase in the statutory depletion deduction and the release of a valuation allowance against deferred tax assets of a Canadian subsidiary.

Earnings attributable to Vulcan from continuing operations were $3.41 per diluted share in the first six months of 2025 compared to $3.11 per diluted share in the first six months of 2024.

DISCONTINUED OPERATIONS — First six months pretax loss from discontinued operations was $4.1 million in 2025 compared with a pretax loss of $5.0 million in 2024.

Income tax expense from continuing operations was $237.4 million in the first nine months of 2025 compared to $208.5 million in the first nine months of 2024.

The increase in tax expense was primarily due to the increase in pretax earnings, partially offset by the nondeductible portion of the loss on impairment recorded in the third quarter of 2024.

The increase was further offset by an increase in the statutory depletion deduction and the release of a valuation allowance against deferred tax assets of a Canadian subsidiary in 2025.

Earnings attributable to Vulcan from continuing operations were $6.24 per diluted share in the first nine months of 2025 compared to $4.68 per diluted share in the first nine months of 2024.

DISCONTINUED OPERATIONS — First nine months pretax loss from discontinued operations was $5.7 million in 2025 compared with a pretax loss of $6.8 million in 2024.

Both periods include charges related to general and product liability costs, including legal defense costs, and environmental remediation costs associated with our former Chemicals business.

25 unchanged sentences

Three Months Ended

June 30 Six Months Ended

September 30 Nine Months Ended

in millions, except per unit data

19 unchanged sentences

Three Months Ended

June 30 Six Months Ended

September 30 Nine Months Ended

in millions, except per unit data 2025 2024 2025 2024

33 unchanged sentences

Three Months Ended

June 30 Six Months Ended

June 30 Trailing-Twelve Months

September 30 Nine Months Ended

September 30 Trailing-Twelve Months

in millions 2025 2024 2025 2024 2025 2024

1 unchanged sentence

Income tax expense, including discontinued operations 111.9 84.7 235.9 206.7 278.0 311.0

Interest expense, net of interest income 59.2 40.2 118.9 79.3 209.9 163.3

Interest expense, net 55.3 38.4 174.2 117.7 226.8 155.1

Depreciation, depletion, accretion and amortization 191.4 160.7 563.2 468.4 727.0 620.9

13 unchanged sentences

Three Months Ended

June 30 Six Months Ended

September 30 Nine Months Ended

2025 2024 2025 2024

11 unchanged sentences

Current maturities of long-term debt $ 0.4 $ 0.5

Short-term debt 550.0 95.0

Long-term debt 4,360.4 3,329.2

14 unchanged sentences

Trailing-Twelve Months

in millions June 30

in millions September 30

2025 September 30

Adjusted EBITDA $ 2,355.7 $ 1,983.3

21 unchanged sentences

Income tax expense, including discontinued operations 315

Interest expense, net of interest income 230

Interest expense, net 230

Depreciation, depletion, accretion and amortization 750

2 unchanged sentences

Projected Adjusted EBITDA

1 Includes $150 million estimated contribution from acquisitions.

Because GAAP financial measures on a forward-looking basis are not accessible, and reconciling information is not available without unreasonable effort, we have not provided reconciliations for forward-looking non-GAAP measures, other than the reconciliation of Projected Adjusted EBITDA as noted above.

18 unchanged sentences

▪ minimize financial and other covenants that limit our operating and financial flexibility

Included in our June 30, 2025 cash and cash equivalents and restricted cash balances of $351.0 million is $3.6 million of restricted cash as described in Note 1 to the condensed consolidated financial statements under the caption "Restricted Cash".

Included in our September 30, 2025 cash and cash equivalents and restricted cash balances of $195.2 million is $3.9 million of restricted cash as described in Note 1 to the condensed consolidated financial statements under the caption "Restricted Cash".

CASH FROM OPERATING ACTIVITIES

Six Months Ended

Nine Months Ended

in millions 2025 2024

1 unchanged sentence

Depreciation, depletion, accretion and amortization 563.2 468.4

Loss on impairments 0.0 86.6

Noncash operating lease expense 40.1 38.6

5 unchanged sentences

1 Primarily reflects changes to working capital balances.

Net cash provided by operating activities was $593.2 million during the six months ended June 30, 2025, a $218.7 million increase compared to the same period of 2024.

The increase was primarily attributable to higher earnings and changes in working capital balances.

Days sales outstanding, a measurement of the time it takes to collect receivables, were 42.6 days at June 30, 2025 compared to 41.4 days at June 30, 2024.

Additionally, our over 90 day receivables balance was $30.9 million at June 30, 2025, an increase of $5.6 million from the $25.3 million balance at June 30, 2024.

Net cash provided by operating activities was $1,270.0 million during the nine months ended September 30, 2025, a $300.5 million increase compared to the same period of 2024.

The increase was primarily attributable to higher cash earnings in 2025 ($205.7 million higher net earnings in addition to $94.8 million higher non-cash depreciation, depletion, accretion and amortization), partially offset by an $86.6 million non-cash goodwill impairment charge in 2024.

Days sales outstanding, a measurement of the time it takes to collect receivables, were 42.4 days at September 30, 2025 compared to 43.3 days at September 30, 2024.

Additionally, our over 90 day receivables balance was $29.2 million at September 30, 2025, an increase of $2.9 million from the $26.3 million balance at September 30, 2024.

All customer accounts are actively managed, and no losses in excess of amounts reserved are currently expected.

CASH FROM INVESTING ACTIVITIES

Net cash used for investing activities was $236.9 million during the first six months of 2025, a $296.9 million decrease compared to the same period of 2024.

During the first six months of 2024, we acquired businesses for $193.4 million, whereas there were no business acquisitions in the first six months of 2025.

Conversely, during the first six months of 2025, we sold businesses in Texas for $19.0 million, whereas there were no business dispositions in the first six months of 2024 (see Note 16 to the condensed consolidated financial statements for acquisitions and divestitures).

Additionally, during the first six months of 2025, we invested $270.9 million in our existing operations (includes changes in accruals for property, plant & equipment) compared to $344.2 million in the prior year period.

Net cash used for investing activities was $450.9 million during the first nine months of 2025, a $190.9 million decrease compared to the same period of 2024.

During the first nine months of 2024, we acquired businesses for $206.4 million, whereas there were no business acquisitions in the first nine months of 2025 (see Note 16 to the condensed consolidated financial statements).

During the first nine months of 2025, we invested $492.9 million in our existing operations (includes changes in accruals for property, plant & equipment) compared to $441.0 million in the prior year period.

This $492.9 million investment includes both maintenance and internal growth projects to enhance our distribution capabilities, develop new production sites and improve existing production facilities.

CASH FROM FINANCING ACTIVITIES

Net cash used for financing activities was $606.1 million during the first six months of 2025, a $72.2 million decrease compared to cash used of $678.3 million in the same period of 2024.

The current year includes cash paid to redeem the $400.0 million senior notes due 2025, whereas the prior year includes cash paid to redeem the $550.0 million senior notes due 2026 partially offset by a $95.0 million net issuance of commercial paper.

Net cash used for financing activities was $1,224.7 million during the first nine months of 2025, a $382.1 million increase compared to cash used of $842.6 million in the same period of 2024.

The current year includes $400.0 million cash paid to redeem the senior notes due 2025 and $550.0 million to pay down the commercial paper balance, whereas the prior year includes cash paid to redeem the $550.0 million senior notes due 2026.

Additionally, we returned $233.5 million to shareholders through $195.4 million of dividends ($1.47 per share compared to $1.38 per share) and $38.1 million of common stock repurchases (170,000 shares repurchased at $224.36 average price per share in 2025 compared to 270,142 shares repurchased at $254.71 average price per share in 2024).

Certain debt measures are presented below:

in millions June 30

in millions September 30

2025 December 31

2024 September 30

Current maturities of long-term debt $ 0.4 $ 400.5 $ 0.5

Short-term debt 550.0 0.0 95.0

Long-term debt 4,360.4 4,906.9 3,329.2

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1.13 % 1.13 % 1.13 %

Commercial paper 4.66 % 4.65 % 5.55 %

Commercial paper N/A 4.65 % 5.02 %

Term debt 5.04 % 5.00 % 4.63 %

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we also paid upfront fees that are amortized to interest expense and pay fees for unused borrowing capacity and standby letters of credit.

At June 30, 2025, total debt to trailing-twelve months Adjusted EBITDA was 2.2 times (2.1 times on a net debt basis reflecting $351.0 million of cash on hand).

At September 30, 2025, total debt to trailing-twelve months Adjusted EBITDA was 1.9 times (1.8 times on a net debt basis reflecting $195.2 million of cash on hand).

Our weighted-average debt maturity was 14.0 years, and our total weighted-average effective interest rate was 5.04%.

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Our commercial paper is fully back-stopped by our line of credit and contains covenants customary for an unsecured investment-grade facility.

As of June 30, 2025, we were in compliance with the commercial paper covenants.

As of September 30, 2025, we were in compliance with the commercial paper covenants.

Commercial paper borrowings bear interest at rates determined at the time of borrowing and as agreed between us and the commercial paper investors.

As of June 30, 2025, we had $550.0 million in commercial paper borrowings with a 4.66% effective interest rate.

As of September 30, 2025, there were no outstanding commercial paper borrowings.

Our $1,600.0 million unsecured line of credit was amended in November 2024 to extend the maturity date from August 2027 to November 2029.

1 unchanged sentence

Covenants, borrowings, cost ranges and other details are described in Note 7 to the condensed consolidated financial statements.

As of June 30, 2025, we were in compliance with the covenants, the margin for SOFR borrowings was 1.125%, the margin for base rate borrowings was 0.125% and the commitment fee for the unused amount was 0.100%.

As of June 30, 2025, our available borrowing capacity under the line of credit was $1,575.3 million.

As of September 30, 2025, we were in compliance with the covenants, the margin for SOFR borrowings was 1.125%, the margin for base rate borrowings was 0.125% and the commitment fee for the unused amount was 0.100%.

As of September 30, 2025, our available borrowing capacity under the line of credit was $1,576.7 million.

Utilization of the borrowing capacity was as follows:

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All of the covenants in the debt agreements are customary for investment-grade facilities.

As of June 30, 2025, we were in compliance with all term debt covenants.

As of September 30, 2025, we were in compliance with all term debt covenants.

In November 2024, we issued $500.0 million of 4.95% senior notes due 2029, $750.0 million of 5.35% senior notes due 2034 and $750.0 million of 5.70% senior notes due 2054.

2 unchanged sentences

CURRENT MATURITIES OF LONG-TERM DEBT

The $0.5 million of current maturities of long-term debt as of June 30, 2025 is due as follows:

The $0.4 million of current maturities of long-term debt as of September 30, 2025 is due as follows:

in millions Current

Third quarter 2025 $ 0.0

Fourth quarter 2025 $ 0.0

1 unchanged sentence

Second quarter 2026 0.0

Our debt ratings and outlooks as of June 30, 2025 are as follows:

Third quarter 2026 0.0

Our debt ratings and outlooks as of September 30, 2025 are as follows:

Short-term Long-term Outlook

Fitch F2 BBB Positive

Fitch F1 BBB+ Stable

Moody's P-2 Baa2 Stable

1 unchanged sentence

The number of our common stock issuances and purchases for the year-to-date periods ended are as follows:

in millions June 30

in millions September 30

2025 December 31

2024 September 30

Common stock shares at January 1, issued and outstanding 132.1 132.1 132.1

2 unchanged sentences

Common stock shares at end of period, issued and outstanding 132.0 132.1 132.1

As of June 30, 2025, there were 6,647,118 shares remaining under the February 2017 share purchase authorization by our Board of Directors.

As of September 30, 2025, there were 6,647,118 shares remaining under the February 2017 share purchase authorization by our Board of Directors.

Depending upon market, business, legal and other conditions, we may purchase shares from time to time through the open market (including plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934) and/or privately negotiated transactions.

1 unchanged sentence

The detail of our common stock purchases (all of which were open market purchases) for the year-to-date periods ended are as follows:

in millions, except average price June 30

in millions, except average price September 30

2025 December 31

2024 September 30

Number of shares purchased and retired 0.2 0.3 0.3

2 unchanged sentences

$ 224.36 $ 254.71 $ 254.71

There were no shares held in treasury as of June 30, 2025, December 31, 2024 and June 30, 2024.

There were no shares held in treasury as of September 30, 2025, December 31, 2024 and September 30, 2024.

OFF-BALANCE SHEET ARRANGEMENTS

11 unchanged sentences

We believe that the accounting policies described in the “Management's Discussion and Analysis of Financial Condition and Results of Operations” section of our Form 10-K require the most significant judgments and estimates used in the preparation of our consolidated financial statements, so we consider these to be our critical accounting policies.

There have been no changes to our critical accounting policies during the six months ended June 30, 2025.

There have been no changes to our critical accounting policies during the nine months ended September 30, 2025.

NEW ACCOUNTING STANDARDS

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▪ the impact of the state of the global economy on our businesses and financial condition and access to capital markets

▪ international business operations and relationships, including recent actions taken by the Mexican government with respect to our property and operations in that country

▪ international business operations and relationships, including actions taken by the Mexican government with respect to our property and operations in that country

▪ the highly competitive nature of the construction industry

45 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis