What changed in this filing

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Item 1. Business

2026-02-19 compared with 2025-02-20 · 133 added, 121 removed, 348 unchanged (42% of the section changed)

Vulcan Materials Company operates primarily in the U.S.

and is the nation’s largest supplier of construction aggregates (primarily crushed stone, sand and gravel) and a major producer of aggregates-intensive downstream products such as asphalt mix and ready-mixed concrete.

We provide the basic materials for the infrastructure needed to maintain and expand the U.S.

Delivered by trucks, ships, barges and trains, our products are the indispensable materials building homes, offices, places of worship, schools, hospitals and factories, as well as vital infrastructure including highways, bridges, roads, ports and harbors, water systems, campuses, dams, airports and rail networks.

As of December 31, 2024, we had 423 active aggregates facilities as shown below.

Production and sales are currently halted at our Calica operations in Mexico.

For additional information, see Note 12 “ Commitments and Contingencies ” in Item 8 “ Financial Statements and Supplementary Data .”

and is the nation’s largest supplier of construction aggregates (mainly crushed stone, sand and gravel) and a major producer of aggregates-intensive downstream products such as asphalt mix and ready-mixed concrete.

Delivered by trucks, ships, barges and trains, we provide the materials needed for the infrastructure that maintains and expands the U.S.

Our products are essential for building homes, offices, data centers, places of worship, schools, hospitals and factories, as well as vital infrastructure including highways, bridges, roads, ports and harbors, water systems, campuses, dams, airports and rail networks.

During the year ended December 31, 2025, we had 425 active aggregates facilities as shown below.

Production and sales are currently halted at our Calica operations in Mexico and our Puerto Cort é s operations in Honduras.

For additional information regarding our Calica operations, see Note 12 “ Commitments and Contingencies ” in Item 8 “ Financial Statements and Supplementary Data .”

Additionally, we further serve our customers through our 71 asphalt facilities and 76 concrete facilities located in Alabama, Arizona, California, Maryland, New Mexico, Tennessee, Texas, Virginia, the U.S.

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Vulcan’s Top Ten Revenue Producing States in 2025

South Carolina

North Carolina

South Carolina

BUSINESS STRATEGY

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Our strategy for long-term value creation is built on:

(1) an aggregates-focused business, (2) an emphasis on durable growth, (3) a holistic approach to land management, and (4) our commitment to safety, health and the environment.

(1) an aggregates-led business, (2) a discipline of durable growth, (3) a holistic approach to land management, and (4) our commitment to safety, health and the environment.

Aggregates Focus

Aggregates are an essential product with high barriers to entry, limited substitutes and very favorable pricing characteristics.

Vulcan is uniquely positioned as the largest aggregates supplier in the U.S.

and the most aggregates-focused public company.

Given our focus on aggregates, we:

▪ TAKE ADVANTAGE OF SIZE AND SCALE :

While certain aspects of each aggregates operation are unique, such as its location within a local market and its particular geological characteristics, every operation uses a similar group of assets to produce saleable aggregates and provide customer service.

Our 423 active aggregates facilities as of December 31, 2024 provide opportunities to share and scale best practices across our operations and to procure equipment (fixed and mobile), parts, supplies and services in an efficient and cost-effective manner, both regionally and nationally.

Additionally, we are able to leverage our size for administrative support, customer service, accounting, procurement, technical support and engineering.

▪ BUILD AND HOLD SUBSTANTIAL RESERVES :

Our reserves are critical to our long-term success.

We currently have 16.5 billion tons of proven and probable aggregates reserves.

They are strategically located to economically serve high-growth areas in the United States that are expected to require large amounts of aggregates to meet future construction demand.

Moreover, there are significant barriers to entry in many metropolitan markets due to stringent zoning and permitting regulations.

These restrictions curtail expansion in certain areas, but they also increase the value of our reserves at existing locations.

While aggregates are the core of our business, complementary aggregates-intensive asphalt and concrete products in select markets support our aggregates-driven returns throughout the cycle.

Demand for our products is dependent on construction activity and correlates positively with changes in population, employment and household formations.

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Woods & Poole Economics, Complete Economic and Demographic Data Source (CEDDS) 2025

Our 425 active aggregates facilities operated during 2025 provide opportunities to share and scale best practices across our operations and to procure equipment (fixed and mobile), parts, supplies and services in an efficient and cost-effective manner, both regionally and nationally.

Additionally, we are able to leverage our size for administrative support, customer service, accounting, procurement, technical support and engineering.

Our reserves are critical to our long-term success.

We currently have 16.6 billion tons of proven and probable aggregates reserves.

They are strategically located to economically serve high-growth areas in the United States that are expected to require large amounts of aggregates to meet future construction demand.

Moreover, there are significant barriers to entry in many metropolitan markets due to stringent zoning and permitting regulations.

These restrictions curtail expansion in certain areas, but they also increase the value of our reserves at existing locations.

While aggregates are the core of our business, complementary aggregates-intensive asphalt mix and ready-mixed concrete products in select markets support our aggregates-driven returns throughout the cycle.

Durable Growth

Our durable growth comes from organic growth in our existing business as well as inorganic growth through mergers and acquisitions supplemented with greenfield developments.

Together, this three-pronged approach enables us to enhance our core and expand our reach.

The result is an ability to grow our aggregates unit profitability throughout the cycle.

Our durable growth is generated by organic growth in our existing business as well as inorganic growth through mergers and acquisitions, supplemented with greenfield developments.

The ability to grow our organic aggregates unit profitability throughout the cycle supports solid cash generation and our two-pronged approach of both enhancing our core and expanding our reach to drive earnings growth.

ENHANCING OUR CORE:

We drive organic growth and differentiate ourselves from other aggregates producers through our strategic disciplines, the Vulcan Way of Selling (Commercial Excellence & Logistics Innovation) and the Vulcan Way of Operating (Operational Excellence & Strategic Sourcing).

The Vulcan Way of Selling uses technology, innovation and analytics to win work and capture value.

Custom, proprietary technology gives us real-time, forward-looking insight into all our end markets.

Coaching and development of our people, along with clear performance metrics and accountability, drive sales execution.

The Vulcan Way of Operating is the combination of tools, processes and approaches used by our teams to drive value in our operations every day.

By focusing on consistent execution, production efficiency and controlling costs, we provide the highest quality material and the best service to our customers.

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Concrete, enhancing and expanding our aggregates-led business in attractive growing metropolitan areas.

In 2024, we acquired Wake Stone Corporation (Wake Stone), which expanded our reach in high-growth geographies in the Carolinas, and Superior Ready Mix, L.P.

(Superior), which solidified our position as the leading aggregates producer in Southern California.

During the last 10 years, we have completed almost 40 acquisitions, including more than 75 aggregates quarries and sales yards in our top 10 revenue states.

While an aggregates-focused business, we selectively make investments in downstream asphalt and concrete products that drive local market profitability.

During the last 10 years, we have completed over 30 acquisitions, including more than 75 aggregates quarries and sales yards in our top 10 revenue states.

While an aggregates-led business, we selectively make investments in downstream asphalt and concrete businesses that drive local market profitability.

Our downstream businesses use internally produced aggregates almost exclusively when available in the market from a Vulcan aggregates operation.

Over the past ten years, we entered the asphalt markets in Tennessee and Alabama and also expanded our asphalt operations and services in Texas through acquisitions.

Over the past ten years, we entered the asphalt markets in Tennessee and Alabama and also expanded our asphalt operations in Texas through acquisitions.

Through our 2021 acquisition of U.S.

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concrete markets.

To optimize our asset portfolio consistent with our aggregates-focused business model, we subsequently exited the New Jersey, New York and Pennsylvania concrete markets in 2022 and exited the Texas concrete market in 2023.

Additionally, throughout our history, we have completed many bolt-on aggregates and downstream acquisitions that have contributed significantly to our growth.

In 2024, we completed two bolt-on acquisitions in Alabama and Texas, strengthening our position in two of our top 10 revenue states.

From 2022 to 2024, we invested $2,890.8 million in acquisitions as outlined in Note 19 “ Acquisitions and Divestitures ” in Item 8 “ Financial Statements and Supplementary Data .”

To optimize our asset portfolio consistent with our aggregates-led strategy, we subsequently exited the New Jersey, New York and Pennsylvania concrete markets in 2022, exited the Texas concrete market in 2023, and entered into an agreement to divest our concrete business in California during the fourth quarter of 2025.

Our annual Return on Invested Capital (ROIC) decreased 0.5 percentage points (50 basis points) in 2025.

Adjusted EBITDA increased 2% in 2024 and invested capital increased by 3%, primarily as a result of the fourth quarter acquisitions of Wake Stone and Superior.

Adjusted EBITDA increased 13% in 2025 and invested capital increased by 16% primarily as a result of acquisitions completed in the fourth quarter of 2024.

Adjusted EBITDA 1

Invested Capital

ROIC and Adjusted EBITDA are Non-GAAP financial measures.

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Land Management

With approximately 310,000 acres in our land portfolio, a long-term holistic approach to preserving land and water is integral to sustaining our success.

With approximately 310,000 acres in our land portfolio, a long-term holistic approach to utilizing and preserving land and water is integral to sustaining our success.

From pre-mining to mining to reclamation, we are actively managing the entire life cycle of our land to create maximum value for the business, our shareholders and our communities.

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In 2023, we sold excess real estate in Virginia for net proceeds of $66.1 million resulting in a pretax gain of $65.7 million and real estate associated with a former recycled concrete facility in Illinois for net proceeds of $16.5 million resulting in a pretax gain of $15.2 million.

In 2022, we sold excess real estate in Southern California for net proceeds of $23.6 million resulting in a pretax gain of $23.5 million.

Effective management throughout the life cycle of our land not only generates significant additional value for our shareholders but greatly benefits the communities in which we operate.

Because of the evolving needs of our communities, we listen to and collaborate with our neighbors to prepare the land for its highest and best use.

Many of our operations not only meet regulatory requirements for reclamation planning at the end of a quarry’s life but they also use a proactive approach to conservation and engagement while the quarries are in operation.

Many of our operations not only meet regulatory requirements for reclamation planning at the end of a quarry’s life but also use a proactive approach to conservation and engagement while the quarries are in operation.

For example, we originally purchased land in Polk County, Florida with the intention of building a quarry.

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A strategy for sustainable, long-term value creation must include doing right by our employees, our neighbors and the environment in which we operate.

Over our more than six decades as a public company, we have built a strong, resilient and vital business on this foundation of doing things the right way.

Sustainability includes looking beyond what is required of a company by governments and regulators — it is reflected in our business strategy.

Our leadership recognized decades ago the significance and importance of leadership in the Safety, Health and Environmental areas.

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Our Safety, Health & Environmental Management Committee, made up of the senior leadership team along with other key senior personnel from cross-functional operations and staff disciplines, has the ongoing management responsibility for all of our safety, health and environmental initiatives.

We are a leader in our industry in safety performance by applying the shared experiences, expertise and resources at each of our locally led sites with an emphasis on taking care of one another.

We are a leader in our industry in safety, health and environmental performance, with a safety record substantially better than the industry average.

We apply the shared experiences, expertise and resources at each of our locally led sites with an emphasis on taking care of one another.

The result is a record of safety excellence that consistently outperforms the industry.

In 2025, we experienced an overall Mine Safety and Health Administration (MSHA) safety performance of 0.9 injuries per 200,000 employee hours worked, which is well below the 2024 industry average of 1.8 injuries.

Our community relations programs serve our neighbors while ensuring that we grow and thrive in the communities where we operate.

We leverage our charitable foundation and company funds to support food banks, healthcare services, childhood education remote learning programs and other initiatives designed to lessen the difficulties experienced in many of our communities.

Our charitable foundation alone has provided over $70 million in support over the past 20 years to essential charitable, civic and educational organizations that strengthen and enrich our communities.

In 2024, unprecedented extreme weather had a severe impact on our communities and operations.

Most notably, Hurricane Helene caused extensive damage throughout the Southeast, impacting our teams in North Carolina, South Carolina, Tennessee and Georgia.

In a time of great need, the true character and spirit of our Vulcan employees remained strong, and our teams lived out the Vulcan Way (doing the right thing, the right way, at the right time) to respond to the many challenges in the aftermath of the hurricane.

Our operations have been directly involved in major restoration projects in the hardest hit areas to restore normalcy in the communities where we operate.

Our environmental stewardship commitment is designed to protect plant and animal species and habitats, as well as the air we breathe, the water we use and the planet we all share.

In all parts of our company, from local operations to our corporate and regional offices to our international business and ocean-going shipping, we are focused on ensuring that our operations are efficient in ways that are economically and environmentally sustainable.

Vulcan MSHA Injury Rate Compared to Aggregates Industry

Number Of Injuries Per 200,000 Hours Worked

Bureau of Labor Statistics records and internal Vulcan data.

* The aggregates industry MSHA injury rate for 2025 was not available as of the filing of this report.

We focus on our environmental stewardship programs with the same commitment that we bring to our health and safety initiatives resulting in 99% citation-free inspections out of all 2025 federal and state environmental inspections.

As an industry leader, our aim is to meet — and strive to exceed — all federal, state and local environmental regulations.

Our environmental stewardship commitment is designed to conserve plant and animal species and habitats, as well as the air we breathe, the water we use and the lands we all share.

In all parts of our company, from our local domestic and international operations to our sales and logistics functions and our corporate and division office spaces, we are focused on ensuring that our operations are efficient in ways that are economically and environmentally sustainable.

As an example of our commitment to environmental stewardship, we have been a proud national partner of the Wildlife Habitat Council (WHC) since 1990 when our Sanders quarry became the first site in the U.S.

to obtain certification by WHC.

We currently maintain 33 WHC certified sites containing wildlife enhancement programs in addition to several other sites working towards certification.

Our commitment to environmental stewardship is also demonstrated in the expansion of our renewable energy strategy.

We have two additional solar projects planned in 2025, building upon the successful first year of solar facility operations at our San Emidio quarry in Bakersfield, California.

We believe these projects will provide clean electricity to our operations while also benefiting the local electric grid through lessened reliance and supply of excess electricity from the facility back to the grid in peak hours.

We are committed to growing our sourcing of renewable energy, reducing the carbon intensity of our products and improving energy resiliency.

In addition, the recycling of aggregates-containing construction materials including concrete and recycled asphalt pavement (RAP) is an important part of our business.

In 2025, we maintained 31 WHC certified sites containing wildlife enhancement programs in addition to several other sites working towards certification.

Product sustainability is another aspect of environmental stewardship.

The recycling of aggregates-containing construction materials including concrete rubble and recycled asphalt pavement (RAP) is an important part of our business.

The sources of these materials are highway, infrastructure and other demolition projects where concrete structures or asphalt paving is being removed.

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The recycling of these aggregates-containing construction materials reduces carbon emissions that impact climate change while providing a valuable service to our customers and communities, extending the life of our aggregates reserves and helping us manage the cost of production.

For a discussion of our energy management and greenhouse gas emissions initiatives, see the Environmental Stewardship and Climate Change section later within this Item 1 under Other Business-Related Items.

For further discussion of our sustainability initiatives, see the Energy Management and Greenhouse Gas Emissions section later within this Item 1 under Other Business-Related Items.

In addition to our commitments to our people, their safety and health, and environmental stewardship, we recognize that our operations shape the communities in which we operate.

We engage with neighbors and other stakeholders and develop community relations programs that serve them while ensuring that our business grows and thrives.

We leverage our charitable foundation and company funds to support food banks, healthcare services, childhood education and other initiatives.

Vulcan's Foundation alone has provided over $75 million over the past 20 years to support education, environmental stewardship, social services, and civic and cultural organizations.

In 2025, through our foundation and our employee matching gifts program, we provided over $3.7 million to support education initiatives and scholarships – our largest annual contribution to education – affirming our continued commitment to helping build stronger communities.

PRODUCT LINES

Our products are used to build the roads, tunnels, bridges, railroads and airports that connect us, and to build the homes, offices, hospitals, schools, shopping centers, factories and places of worship that are essential to our lives, our communities and the economy.

Our products are used to build the roads, tunnels, bridges, railroads and airports that connect us, and to build the homes, offices, hospitals, schools, data centers, factories and places of worship that are essential to our lives, our communities and the economy.

We have three operating (and reportable) segments (Aggregates, Asphalt and Concrete) organized around our principal product lines.

As a result of a first quarter 2024 change in our internal management reporting structure, our previously reportable calcium operation is now included within our Aggregates reporting segment.

This change in our reporting segments had no impact on previously reported consolidated financial results.

As of December 31, 2024, we had 423 active aggregates facilities, 70 asphalt facilities and 74 concrete facilities.

During 2025, we operated 425 active aggregates facilities, 71 asphalt facilities and 76 concrete facilities.

Our 2025 total revenues and gross profit by segment are illustrated as follows:

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2025 Gross Profit

n Aggregates n Asphalt n Concrete

For actual amounts, see Note 15 “ Segment Reporting ” in Item 8 “ Financial Statements and Supplementary Data .”

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commercial buildings and retail space;

data centers;

sewer systems;

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Less than 5% of aggregates shipments are delivered directly to the customer by rail or water.

Transportation costs are passed along to our customers, and because aggregates have a very high weight-to-price ratio, those costs can add up quickly when transporting aggregates long distances.

Having the most extensive distribution network of any aggregates producer sets us apart.

Combining our trucking, rail, barge and ocean vessel shipping logistics capabilities allows us to provide better customer solutions and create a seamless customer experience at a competitive price.

As an approximation, a truck has a capacity of 20-25 tons of aggregates;

a railcar has a capacity of 4-5 truckloads;

a barge has a capacity of 65 truckloads;

and our ocean vessels have the capacity of 2,500 truckloads.

Production and sales are currently halted at our Calica operations in Mexico and our Puerto Cort é s operations in Honduras.

For additional information regarding our Calica operations, see Note 12 “ Commitments and Contingencies ” in Item 8 “ Financial Statements and Supplementary Data .”

• Limited Product Substitution:

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• Highly Fragmented Industry:

aggregates industry is composed of over 5,800 companies that operated approximately 11,100 facilities during 2024.

aggregates industry is composed of approximately 5,000 companies that operated approximately 11,000 facilities during 2025.

This fragmented structure provides many opportunities for consolidation.

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Through strategic acquisitions and investments, we have developed an unmatched coast-to-coast footprint of strategically located permitted reserves concentrated in and serving the nation’s key growth centers.

We have approximately 25,000 customers across the markets we serve.

We have over 25,000 customers across the markets we serve.

• Flexible Production Capabilities:

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Production capacity is flexible by adjusting operating hours to meet changing market demand.

We are currently operating considerably below full capacity, making us extremely well positioned to further benefit from economies of scale when additional growth materializes.

We are currently operating considerably below full capacity, making us extremely well positioned to further benefit from economies of scale when aggregates demand grows.

• Raw Material Inputs Largely Controlled:

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We produce and sell aggregates (crushed stone, sand and gravel, sand, and other aggregates) and related products and services in 23 states, the U.S.

Virgin Islands, Washington D.C., Freeport (Bahamas), British Columbia (Canada), Puerto Cortés (Honduras) and Quintana Roo (Mexico) — see the NAFTA Arbitration section in Note 12 “ Commitments and Contingencies ” in Item 8 “ Financial Statements and Supplementary Data .” We serve both the public and the private sectors.

Virgin Islands, Washington D.C., and the local markets surrounding our operations in Freeport, Bahamas;

British Columbia, Canada;

and previously Puerto Cortés, Honduras and Quintana Roo, Mexico (see the NAFTA Arbitration section in Note 12 “ Commitments and Contingencies ” in Item 8 “ Financial Statements and Supplementary Data ”).

We serve both the public and the private sectors.

Public sector construction activity has historically been more stable and less cyclical than private sector construction, and it generally requires more aggregates per dollar of construction spending.

Private sector construction (primarily residential and nonresidential buildings) typically is more affected by general economic cycles than public sector projects (particularly highways, roads and bridges), which tend to receive more consistent levels of funding throughout economic cycles.

Other Infrastructure

Nonresidential

Public Funding

Private Funding

Private / Public Funding

State & Local

Sewer and waste water

Dams Single-family

Multi-family Retail

Manufacturing

Government buildings

Stable Demand

Cyclical Demand

Public Sector Construction Market

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Construction for power plants and other utilities is funded from both public and private sources.

In 2024, publicly funded construction accounted for approximately 40% of our total aggregates shipments.

• Public Sector Funding:

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Since 2013, 35 states and the District of Columbia have increased or adjusted taxes on motor fuel to increase revenues available for transportation investment, including 15 Vulcan-served states and the District of Columbia.

Several states in our footprint have variable-rate fuel taxes linked to measures of inflation, gas prices, population or motor vehicle fuel efficiency standards, including Alabama, California, Florida, Georgia, Illinois, Maryland, North Carolina, Virginia and the District of Columbia.

Several states in our footprint have variable-rate fuel taxes linked to measures of inflation, gas prices, population or motor vehicle fuel efficiency standards, including Alabama, California, Florida, Georgia, Illinois, Maryland, Mississippi, North Carolina, Virginia and the District of Columbia.

In addition, we benefit from state and local transportation funding ballot measures.

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• Federal Highway Funding:

In November 2021, President Biden signed a historic, bi-partisan infrastructure bill, the Infrastructure Investment and Jobs Act (IIJA), into law.

In November 2021, President Biden signed into law a historic, bipartisan infrastructure bill, the Infrastructure Investment and Jobs Act (IIJA).

The IIJA provides the largest increase in federal highway, road and bridge funding in more than six decades with a five-year reauthorization of Federal-Aid Highway Program funding.

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Of the bridge funds, approximately $16.2 billion is earmarked for projects in Vulcan-served states.

Through September 30, 2024, states have committed highway and bridge formula funds to support over 85,000 new projects.

The FFY 2024 omnibus spending package fully funded the IIJA highway investment levels for FFY 2024.

Through November 30, 2025, states have committed highway and bridge formula funds to support over 111,000 new projects.

The IIJA highway investment levels for FFY 2026 were fully funded.

The long-term nature of the highway program reauthorization in the IIJA is important.

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The IIJA expands access to private activity bonds for highway and intermodal projects and sets the Transportation Infrastructure Finance & Innovation Act (TIFIA) program authorized at $250 million per year.

▪ ADDITIONAL FEDERAL PUBLIC INFRASTUCTURE INVESTMENTS UNDER THE IIJA:

The IIJA allocates a total of approximately $1.2 trillion in federal funds for infrastructure investment, including almost $550 billion in new spending.

A little more than half of the new money is dedicated to transportation sector projects.

• Additional Federal Public Infrastructure Investments Under the IIJA:

The IIJA allocated a total of approximately $1.2 trillion in federal funds for infrastructure investment, including almost $550 billion in new spending.

A little more than half of the new money has been dedicated to transportation sector projects.

Beyond highway infrastructure, Vulcan is benefiting from IIJA-funded, aggregates-intensive infrastructure projects, such as railroads, airports, seaports, and drinking and wastewater systems.

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The private sector construction markets include both nonresidential building construction and residential construction and are considerably more cyclical than public construction.

In 2024, privately funded construction accounted for approximately 60% of our total aggregates shipments.

• Nonresidential Construction:

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Large industrial projects, such as a new manufacturing facility, can increase the need for other manufacturing plants to supply parts and assemblies.

Additionally, data centers have recently become an increasing portion of nonresidential building construction.

Construction activity in this end market is influenced by a firm's ability to finance a project and the cost of such financing.

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In 2025, total annual housing starts in the U.S.

reached 1.5 million units.

reached approximately 1.5 million units.

Additional Aggregates Products and Markets

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British Columbia, Canada;

Puerto Cortés, Honduras;

and Quintana Roo, Mexico (see the NAFTA Arbitration section in Note 12 “ Commitments and Contingencies ” in Item 8 “ Financial Statements and Supplementary Data ”).

Nondomestic sales and long-lived assets outside the United States are reported in Note 15 “ Segment Reporting ” in Item 8 “ Financial Statements and Supplementary Data .”

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In both of these downstream businesses, aggregates are primarily supplied from our operations.

We produce and sell asphalt mix in Alabama, Arizona, California, New Mexico, Tennessee and Texas and provide asphalt construction paving services in Alabama, Tennessee and Texas.

In 2022 and 2024, we strengthened our asphalt position in California and Texas by acquiring additional asphalt operations.

We produce and sell asphalt mix in Alabama, Arizona, California, New Mexico, Tennessee and Texas and provide asphalt construction paving services in Alabama and Tennessee.

In 2024, we strengthened our asphalt position in California by acquiring additional asphalt operations.

In 2025, to optimize our asset portfolio consistent with our aggregates-led strategy, we disposed of our asphalt mix and construction paving operations in the greater Houston market.

For additional details, see Note 19 “ Acquisitions and Divestitures ” in Item 8 “ Financial Statements and Supplementary Data .”

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Virgin Islands and Washington D.C.

We strengthened our concrete positions in California in 2024 and in Virginia and California in 2022 through acquisitions.

In 2021, through our acquisition of U.S.

Concrete, we entered the New Jersey, New York, Pennsylvania and U.S.

Virgin Islands concrete markets and expanded our service of the California, Texas and Washington D.C.

concrete markets.

Subsequently, we took steps to optimize our asset portfolio consistent with our aggregates-focused business model and in 2023, we exited the Texas concrete market, and in 2022, we exited the New Jersey, New York and Pennsylvania concrete markets.

In the fourth quarter of 2025, we entered into an agreement to divest our concrete business in California.

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

For additional details, see Note 19 “ Acquisitions and Divestitures ” in Item 8 “ Financial Statements and Supplementary Data .”

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• Heidelberg Materials AG

▪ Holcim Ltd.

• Knife River Corporation

• Martin Marietta Materials, Inc.

▪ Summit Materials, Inc.

Because the U.S.

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In addition, our sales to government entities span several hundred entities coast-to-coast, ensuring that negative changes to various government budgets would have a muted impact across such a diversified set of government customers.

ENVIRONMENTAL STEWARDSHIP AND CLIMATE CHANGE

ENERGY MANAGEMENT AND GREENHOUSE GAS EMISSIONS

As an industry leader, we are and always have been committed to environmental stewardship which is necessary for our long-term sustainability and growth.

Production of construction aggregates requires land, energy and water.

Efficient use of these resources and management of the environmental impacts of our operations are embedded in our business planning.

Our intentional approach to environmental stewardship also supports increased operational efficiency, cost reduction, new opportunities for growth and effective risk management.

Efficient use of these resources and management of the environmental impacts of our operations are embedded in our business planning and lead to increased operational efficiency, cost reduction, new opportunities for growth and effective risk management.

We are committed to doing our part to reduce our greenhouse gas (GHG) emissions and to identifying, planning for, and mitigating physical and transitional climate risks to our business.

Carbon dioxide and other GHG emissions from our operations are low:

we are aggregates-focused and do not produce cement.

Beginning in 2018, we chose to voluntarily report GHG emissions via the Carbon Disclosure Project.

In 2022, we established interim goals and targets related to Scope 1 and 2 emissions.

In 2024, we continued the second phase of our Scope 3 GHG emissions inventory project to further build the capacity to report on activities of assets not owned or controlled by Vulcan but that indirectly impact our value chain.

We also enhanced our GHG emissions tracking and reporting capabilities in order to report Scope 1 and 2 emissions on an enterprise-wide basis by line of business and type of energy.

MANAGING ENERGY AND OPERATIONAL EFFICIENCY

Careful management of energy is embedded in our business strategy and our company culture.

As approximately 90% of our gross profit is derived from producing aggregates, our carbon dioxide and other GHG emissions from our operations are low.

In addition, we do not produce cement.

Beginning in 2018 and continuing today, we chose to voluntarily report GHG emissions via the Carbon Disclosure Project.

In 2022, we established interim goals and targets related to Scope 1 and 2 GHG emissions.

In 2024, we continued the second phase of our GHG emissions inventory project to further build the capacity to report on Scope 3 emissions from activities of assets not owned or directly controlled by Vulcan but that indirectly impact our value chain.

We have continued to enhance our GHG emissions tracking and reporting capabilities in order to monitor and report Scope 1 and 2 emissions on an enterprise-wide basis by line of business and type of energy.

Effective energy management is embedded in our business strategy and our company culture.

We routinely conduct energy audits of our operations to identify areas for operational efficiency improvements and energy savings.

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improvements in water handling systems to reduce water pumping needed;

optimizing process equipment flow to maximize efficiency;

reducing idle equipment hours;

optimization of process equipment flow to maximize efficiency;

reduction of idle equipment hours;

use of LED lighting;

and optimization of air conditioning and lighting control to reduce energy consumption.

We continue to increase the fuel efficiencies of our off-road fleet vehicles.

Additionally, w e continue to increase the fuel efficiencies of our off-road fleet vehicles.

Tier IV machines performed over 67% of the off-road fleet’s work in 2025 , which positively impacts all air emissions in addition to having an impact on GHG emissions.

Our strategy also includes producing low-embodied emissions products and supporting the construction of climate-resilient infrastructure.

More recently, we have accelerated the deployment of renewable energy sourcing strategies to benefit the business which also reduces our GHG emissions.

For example, solar electricity projects located at some of our quarries have proven to be an economical and successful strategy for lowering operating costs while positively impacting the environment.

In California, we have four additional solar projects planned in 2026.

While these projects provide clean and reliable electricity to our operations, they also benefit the local electric grid by supplying excess electricity from the facility back to the grid in peak hours.

Another energy management strategy that has proven successful is the use of battery storage projects at select sites.

By storing electricity during lower priced time periods and discharging the battery during higher cost time periods, we reduce our reliance on the grid and reduce our electrical costs during higher priced time periods.

These projects not only provide real cost savings to Vulcan, but they also provide benefits to the grid and the utility company to meet peak demands.

Further, these battery storage projects also reduce the use of older power plants which burn coal or oil, resulting in lesser concentrations of GHG emissions.

We are committed to expanding our sourcing and deployment of renewable energy, battery projects and other new technologies as they become cost competitive at scale, reducing the carbon intensity of our products and improving energy resiliency.

Our energy management strategy also includes producing low-embodied emissions products and supporting the construction of climate-resilient infrastructure.

For example, our Concrete segment has licensed the CarbonCure technology that provides capture and sequestration of carbon dioxide within ready-mixed concrete.

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The resulting concrete is also stronger than it would have been without use of the technology.

Scope 1 and Scope 2 GHG reductions will come by means of continuing heavy equipment replacement with higher efficiency models, seeking production efficiencies, and procuring energy from renewable sources.

Scope 1 and Scope 2 GHG reductions will come by means of continuing heavy equipment replacement with higher efficiency models, seeking production efficiencies and expanding the procurement of energy from renewable sources.

We are confident that there are many more opportunities to reduce the carbon footprint of our operations, distribution and transportation networks, and the projects in which our products are used.

An example of an additional opportunity that we are exploring is the installation of battery storage for electricity at multiple locations so that energy can be stored during off peak periods to run the plant equipment, thereby minimizing peak load usage.

This has significant implications for the ability of the utility company to meet peak demands and to reduce their use of older power plants that burn coal or oil and emit greater concentrations of GHG emissions.

ENVIRONMENTAL COSTS AND GOVERNMENTAL REGULATION

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Our people share a competitive drive to be the best they can be and do the right thing, which benefits all of our stakeholders.

In 2024, we celebrated the tenth anniversary of The Vulcan Way.

Inclusion has been one of the ten tenets of The Vulcan Way since its adoption.

Our focus on inclusion fosters a positive work environment and enables Vulcan to attract, grow and retain talented employees while promoting unity of purpose.

We are committed to a culture that values diverse styles, ideas, and perspectives.

We believe that success is achieved when all individuals are represented, valued and included at all levels.

We believe that learning is fundamental to every job, and we encourage our people to expand and explore their capabilities for continued growth throughout their careers with Vulcan.

Ensuring the safety and health of our employees is a fundamental responsibility that underpins everything we do.

We work to integrate safety considerations into each aspect of our operations.

Our industry-leading health and safety programs are developed through collaboration and managed through layers of internal and external oversight.

By analyzing data, leveraging innovative technology and sharing best practices, we go beyond regulatory compliance to provide a higher level of protection and create a culture where risk reduction and enhanced safety performance is paramount.

In 2025, we celebrated the eleventh anniversary of The Vulc an Way.

Our company's culture is rooted in The Vulcan Way — doing the right thing, the right way, at the right time.

Our core tenets power our ability to perform at the highest level, keep one another safe and connect with our local communities in meaningful ways.

We believe that learning is fundamental to every job, and we encourage our employees to expand and explore their capabilities for continued growth throughout their careers with Vulcan.

Our industry-leading training and development programs encourage collaboration and enable people to innovate and flourish on the job and in the community.

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Employees By Age

Workforce by Race and Ethnicity

Salaried Non-Exempt Employees

SHAREHOLDER RETURN PERFORMANCE

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Our website also includes amendments to those reports filed with or furnished to the Securities and Exchange Commission (SEC) pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as well as all Forms 3, 4 and 5 filed with the SEC by our executive officers and directors, as soon as the filings are made publicly available by the SEC on its EDGAR database (www.sec.gov).

In addition to accessing copies of our reports online, you may request a copy of our Annual Report on Form 10-K, including financial statements, by writing to Denson N.

Franklin III, Senior Vice President, General Counsel and Secretary, Vulcan Materials Company, 1200 Urban Center Drive, Birmingham, Alabama 35242.

In addition to accessing copies of our reports online, you may request a copy of our Annual Report on Form 10-K, including financial statements, by writing to the Office of the General Counsel, Vulcan Materials Company, 1200 Urban Center Drive, Birmingham, Alabama 35242.

• Business Conduct Policy applicable to all employees and directors

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These documents meet all applicable SEC and New York Stock Exchange (NYSE) regulatory requirements.

The Charters of the Audit, Compensation & Human Capital and Governance Committees are available on our website under the “Investor Relations” tab (“Governance – Committee Composition” section) or you may request a copy of any of these documents by writing to Denson N.

Franklin III, Senior Vice President, General Counsel and Secretary, Vulcan Materials Company, 1200 Urban Center Drive, Birmingham, Alabama 35242.

Information included on our website is not incorporated into, or otherwise made a part of, this report.

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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-K

Item 1. Business