What changed in this filing

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Item 3. Legal Proceedings

2026-02-19 compared with 2025-02-20 · 39 added, 20 removed, 43 unchanged (58% of the section changed)

11 unchanged sentences

Name Position Age

Thomas Hill Chairman and Chief Executive Officer 65

Thomas Hill Executive Chairman

Pruitt Chief Executive Officer

Baker II President 67

1 unchanged sentence

Bass Chief Strategy Officer 64

Pruitt Chief Operating Officer 54

Franklin III Senior Vice President, General Counsel and Secretary 62

Senior Vice President, Chief Human Resources Officer 48

Clement Senior Vice President, Operations Support, Procurement 65

Senior Vice President, Business Development, Commercial Excellence, Land, Logistics 55

Senior Vice President, East Region

Chief Administrative Officer

Pigg Vice President, Controller and Principal Accounting Officer 53

Senior Vice President, West Region

The principal occupations of the executive officers during the past five years are set forth below:

Thomas Hill was elected Chairman of the Board of Directors effective January 1, 2016 and President and Chief Executive Officer in July 2014.

He served as President through September 2023.

Previously, he served as Executive Vice President and Chief Operating Officer from January 2014 to July 2014, and Senior Vice President of the South Region from December 2011 to December 2013.

Thomas Hill was elected Executive Chairman of the Board of Directors effective January 1, 2026.

Previously, he served as Chairman of the Board of Directors since January 1, 2016 and served as Chief Executive Officer from July 2014 through December 2025 and President from July 2014 through September 2023.

Prior to that, he served as Executive Vice President and Chief Operating Officer from January 2014 to July 2014, and Senior Vice President of the South Region from December 2011 to December 2013.

Prior to that, he served in a number of positions with Vulcan including President, Florida Rock Division from September 2010 to December 2011.

Pruitt was appointed Chief Executive Officer and elected as a member of the Board effective January 1, 2026.

Previously, he served as Chief Operating Officer from September 2023 through December 2025.

Prior to that, he served as Senior Vice President of the Southwest and Western Divisions.

He joined Vulcan as part of Vulcan’s August 2021 acquisition of U.S.

Concrete, Inc.

He held various leadership roles at U.S.

Concrete, including President and Chief Executive Officer from April 2020 to August 2021, President and Chief Operating Officer from April 2019 to April 2020, and Senior Vice President and Chief Operating Officer from October 2015 to April 2019.

Prior to joining U.S.

Concrete in 2015, he served as the Vice President of Cement Sales of Martin Marietta Materials, Inc.

and held various positions at Texas Industries, Inc.

Baker II was elected President effective September 2023 after serving as Chief Operating Officer since May 2019.

5 unchanged sentences

In her prior role as Vice President, Finance, she led a number of key financial, operational and corporate initiatives since March 2020.

Carlisle joined the Company in 2006 and has held roles of increasing responsibility in multiple divisions as well as in corporate finance and business development.

Carlisle joined Vulcan in 2006 and has held roles of increasing responsibility in multiple divisions as well as in corporate finance and business development.

Bass was elected Chief Strategy Officer in March 2021 after serving as Chief Growth Officer since February 2016.

2 unchanged sentences

Prior to that, he served in a number of positions with Vulcan including President, Midsouth and Southwest Divisions from September 2010 to December 2011.

Pruitt was appointed Chief Operating Officer effective September 2023.

He previously served as Senior Vice President of the Southwest and Western Divisions.

He joined Vulcan as part of Vulcan’s August 2021 acquisition of U.S.

Concrete, Inc.

He held various leadership roles at U.S.

Prior to joining U.S.

Concrete in 2015, he served as the Vice President of Cement Sales of Martin Marietta Materials, Inc.

and held various positions at Texas Industries, Inc.

Franklin III joined the Company in December 2019 as Senior Vice President, General Counsel and Secretary.

Franklin III joined Vulcan in December 2019 as Senior Vice President, General Counsel and Secretary.

Prior to that, he was a partner at Bradley Arant Boult Cummings LLP, a law firm based in Birmingham, Alabama.

While at Bradley, he served as Vulcan’s primary outside counsel for more than 20 years and advised other companies in the construction materials, building and engineering industries.

Shah is Senior Vice President and Chief Human Resources Officer.

He joined Vulcan in 2019 as Deputy General Counsel.

Prior to his current position, Mr.

Shah was President of the Southern and Gulf Coast Division.

Prior to joining Vulcan, Mr.

Shah was a partner at Maynard Nexsen PC, a law firm based in Birmingham, Alabama.

Clement is Senior Vice President of Operations Support and Strategic Sourcing.

1 unchanged sentence

He first joined the organization as an operations management trainee in 1983 and progressed to the position of Area Production Manager in 1993.

After spending a few years at Pioneer Mid-Atlantic and working as a consultant, he rejoined Vulcan in 2004 as Vice President and General Manager of the Midwest Division.

After spending a few years at Pioneer Mid-Atlantic and working as a consultant, he rejoined Vulcan in 2004 as Vice President and General Manager of the former Midwest Division.

He has held the positions of Vice President of Operations for the Midwest Division, Vice President and General Manager of the Central Region, Senior Vice President of the Central Region and President of the Central Division.

is Senior Vice President of Business Development, Commercial Excellence, Land and Logistics.

He previously served as Senior Vice President of the Southern Gulf Coast and Mountain West Divisions since August 2021 and, prior to that role, served as Senior Vice President of the Southern Gulf Coast and Southwest Divisions since March 2020.

Goodsell serves as Senior Vice President - East Region.

He joined Vulcan in 2021 as President of the Central Division.

He began his career in his family-owned waste management business which was acquired by Republic Services in 1999.

Goodsell held numerous leadership positions of increasing responsibility within Republic Services, including 10 years as an Area President.

is Chief Administrative Officer.

He previously served as Senior Vice President of Business Development, Commercial Excellence, Land and Logistics since March 2024.

Prior to that role, he served as Senior Vice President of the Southern Gulf Coast and Mountain West Divisions since August 2021 and, prior to that role, served as Senior Vice President of the Southern Gulf Coast and Southwest Divisions since March 2020.

Prior to that role, he was President of the Southern and Gulf Coast Division.

4 unchanged sentences

Prior to that, he served in a number of positions with Vulcan, including Manager, Financial Research & Reporting and Finance Director of the Central Region.

Polomsky serves as Senior Vice President - West Region.

Polomsky joined Vulcan in 2007 as a Business Analyst in the former Midwest Division.

Since that time, he has held various positions including Transportation Services Manager, Project Manager, National Account Sales Manager, Vice President of Sales, and Vice President & General Manager.

Polomsky was promoted to the position of President of the Western Division in 2020.

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 3. Legal Proceedings