What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-02-19 compared with 2025-02-20 · 245 added, 243 removed, 620 unchanged (44% of the section changed)

2 unchanged sentences

The following discussion should be read in conjunction with the consolidated financial statements and the accompanying notes contained in this Annual Report.

The following generally includes a comparison of our results of operations and liquidity and capital resources for 2024 and 2023.

The following generally includes a comparison of our results of operations and liquidity and capital resources between 2025 and 2024.

For the discussion of changes from 2023 to 2024 and other financial information related to 2023, refer to Part II, Item 7.

3 unchanged sentences

Compared To 2024:

▪ Total revenues decreased $364.2 million, or 5%, to $7,417.7 million

• Total revenues increased $523.4 million, or 7%, to $7,941.1 million

• Gross profit increased $175.0 million, or 9%, to $2,174.6 million

▪ Selling, administrative and general (SAG) expenses decreased 2% to $531.1 million and increased 20 basis points as a percentage of total revenues

▪ Operating earnings decreased $62.9 million, or 4%, to $1,364.5 million

• Selling, administrative and general (SAG) expenses increased 6% to $564.1 million and decreased 10 basis points as a percentage of total revenues

• Operating earnings increased $255.1 million, or 19%, to $1,619.6 million

• Earnings attributable to Vulcan from continuing operations were $8.15 per diluted share, compared to $6.91 per diluted share

• Adjusted earnings attributable to Vulcan from continuing operations were $8.00 per diluted share, compared to $7.53 per diluted share

▪ Net earnings attributable to Vulcan were $911.9 million, a decrease of $21.3 million, or 2%

• Net earnings attributable to Vulcan were $1,076.7 million, an increase of $164.8 million, or 18%

• Adjusted EBITDA was $2,323.6 million, an increase of $266.4 million, or 13%

1 unchanged sentence

• Aggregates segment freight-adjusted revenues increased $349.2 million, or 8%, to $4,985.4 million

▪ Shipments decreased 6%, or 14.6 million tons, to 219.9 million tons

• Shipments increased 3%, or 6.9 million tons, to 226.8 million tons

• Freight-adjusted sales price increased 4.3%, or $0.90 per ton, to $21.98

2 unchanged sentences

• Unit profitability (as measured by cash gross profit per ton) increased 7% to $11.33 per ton

▪ Asphalt and Concrete segment sales decreased $490.9 million, or 21%, to $1,899.1 million, collectively

▪ Asphalt and Concrete segment gross profit decreased $28.8 million, or 14%, to $182.9 million, collectively

• Asphalt and Concrete segment sales increased $241.9 million, or 13%, to $2,141.0 million, collectively

• Asphalt and Concrete segment gross profit increased $26.9 million, or 15%, to $209.8 million, collectively

• Returned capital to shareholders via dividends of $259.8 million at $1.96 per share versus $244.4 million at $1.84 per share

• Returned capital to shareholders via share repurchases of $438.4 million at $283.82 average price per share compared to $68.8 million at $254.71 average price per share

Our aggregates-led business delivered a strong finish to the year.

Adjusted EBITDA in the fourth quarter improved 16%, and Adjusted EBITDA margin expanded 370 basis points.

The favorable pricing environment coupled with strong operational execution led to consistent year-over-year improvement in aggregates gross profit per ton each quarter (and double-digit improvement in cash gross profit per ton) – finishing 2024 with aggregates gross profit per ton of $9.02 and cash gross profit per ton of $11.50 for the fourth quarter.

As we look to 2025, the pricing environment remains favorable, and we are focused on our operating disciplines to manage costs and improve efficiencies.

By controlling what we can control, we expect to deliver approximately 19% growth in Adjusted EBITDA.

Our aggregates-led business delivered another year of strong earnings growth and margin expansion.

Net earnings attributable to Vulcan increased 18%, Adjusted EBITDA improved 13%, and Adjusted EBITDA margin expanded 160 basis points.

Through a consistent focus on commercial and operational execution, we continue to deliver attractive organic growth and expand our industry-leading aggregates gross profit per ton (which increased 5% to $8.66 per ton) and cash gross profit per ton (which increased 7% to $11.33).

The resulting strong cash generation, coupled with disciplined M&A and portfolio management, positions us well to continue compounding results and creating value for our shareholders in 2026 and beyond.

At year-end 2025, total debt to Adjusted EBITDA was 1.9 times (1.8 times on a net debt basis, reflecting $189.4 million of cash on hand).

1 unchanged sentence

Return on invested capital was 15.7%.

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

Our strong balance sheet and ample liquidity position us well for continued growth.

Adjusted EBITDA, Aggregates segment freight-adjusted revenues, cash gross profit per ton, debt to Adjusted EBITDA and return on invested capital are non-GAAP measures.

See the definitions and reconciliations within this Item 7 under the caption “ Reconciliation of Non-GAAP Financial Measures .”

CAPITAL ALLOCATION

Our balanced approach to capital allocation remains unchanged.

Through economic cycles we intend to balance reinvestment in our business, growth through acquisitions and internal growth projects, and return of capital to shareholders while maintaining financial strength and flexibility evidenced by our strong balance sheet and investment-grade credit ratings.

Our capital allocation priorities are as follows:

Operating Capital (maintain and grow the value of our franchise)

Growth Capital (including acquisitions and greenfields)

Dividend Growth (with a keen focus on sustainability)

Return Excess Cash to Shareholders (primarily via share repurchases)

Our first priority is to maintain and protect our valuable franchise by keeping our operations in good working order to ensure the production of high quality materials and timely delivery of goods and services to our customers.

This capital requirement expands and contracts as production and shipment levels change.

During 2024, we invested $638.0 million in capital expenditures to replace or improve existing property, plant & equipment.

Our second priority is to grow our franchise, primarily through business acquisitions and complemented by internal growth investments.

For business acquisitions, we tend to look for bolt-on acquisitions, which are easier to integrate, and will pursue large business combinations that are the right fit and the right price.

We use strategic and returns-based criteria to price potential acquisitions and are disciplined in our approach.

We evaluate many potential acquisitions and only make offers on a few.

We closed six business acquisitions during 2024 for total consideration of $2,297.1 million, including our acquisitions of Wake Stone Corporation (Wake Stone) and Superior Ready Mix, L.P.

Wake Stone was a leading pure-play aggregates supplier in the Carolinas, and Superior was an integrated aggregates, asphalt and concrete producer in Southern California.

These acquisitions add quality aggregates reserves to our existing franchise in three attractive states.

We also completed bolt-on acquisitions in both Alabama and Texas.

All of our 2024 acquisitions were in our top 10 revenue states, demonstrating consistency with our disciplined capital allocation priorities and aggregates-led strategy of continuing to expand our reach through value-enhancing acquisitions.

Our third priority is growing the dividend with a keen focus on sustainability through the economic cycle.

During 2024, we paid a dividend per share of $1.84 and paid total dividends of $244.4 million.

And finally, if there is excess cash after fulfilling the prior capital allocation priorities, we will consider returning cash to shareholders via share repurchases.

During 2024, we returned $68.8 million to our shareholders through share repurchases.

For a detailed discussion of our acquisitions and divestitures, see Note 19 “ Acquisitions and Divestitures ” in Item 8 “ Financial Statements and Supplementary Data .”

MARKET DEVELOPMENTS AND OUTLOOK

We carry solid momentum into 2025 and are well positioned to deliver another year of strong earnings growth and cash generation.

Continued strength in public construction activity and our recent acquisitions support our expectations for volume growth in 2025.

The pricing environment remains positive, and inflationary pressures continue to moderate.

This backdrop, coupled with our Vulcan Way of Selling and Vulcan Way of Operating disciplines, will lead to further expansion in our industry-leading aggregates cash gross profit per ton and value creation for our shareholders.

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

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

Growing demand, coupled with our Vulcan Way of Selling and Vulcan Way of Operating disciplines, will drive another year of earnings growth and further improvement in our aggregates unit profitability.

Our expectations for 2026 include:

▪ A third consecutive year of double-digit year-over-year growth in Aggregates segment cash gross profit per ton ($10.61 in 2024)

▪ Shipments growth of 3% to 5% (219.9 million tons in 2024)

• Continued improvement in Aggregates segment cash gross profit per ton ($11.33 in 2025)

• Total shipments up 1% to 3% (226.8 million tons in 2025)

• Freight-adjusted price improvement of 4% to 6% ($21.98 in 2025)

inclusive of over 100 basis points of negative mix impact from recent acquisitions

▪ Low to mid-single digit increase in freight-adjusted unit cash cost (freight-adjusted price less segment cash gross profit per ton;

• Low-single digit increase in freight-adjusted unit cash cost (freight-adjusted price less segment cash gross profit per ton;

$10.65 in 2025)

• Total Asphalt and Concrete segment cash gross profit of approximately $290 million ($322 million in 2025);

▪ Relative contribution of approximately two-thirds from the Asphalt segment and one-third from the Concrete segment

excludes California ready-mixed concrete assets held for sale

• Relative contribution of approximately 85% from the Asphalt segment and 15% from the Concrete segment

• Selling, Administrative and General expenses of $580 million to $590 million ($564 million in 2025)

4 unchanged sentences

• Net earnings attributable to Vulcan of $1,100 million to $1,300 million

▪ Adjusted EBITDA between $2,350 million and $2,550 million (includes $150 million contribution from acquisitions)

POSITIONED FOR GROWTH AND VALUE CREATION

DURABLE BUSINESS MODEL TO EXTEND THE CYCLE AND SUSTAIN GROWTH

▪ 39% improvement in Aggregates gross profit per ton since 2022

▪ 36% improvement in Aggregates cash gross profit per ton since 2022

▪ Industry-leading commercial, logistics, operational and sourcing capabilities

▪ End market fundamentals support continued growth outlook

▪ Poised to benefit from generational investment in infrastructure that could extend the growth cycle by mitigating private construction cyclicality

We have continued to deliver strong financial performance over time and through business cycles.

Through our aggregates-led strategy and focus on our strategic disciplines — the Vulcan Way of Selling (Commercial Excellence & Logistics Innovation) and the Vulcan Way of Operating (Operational Excellence & Strategic Sourcing), as outlined in Item 1 “ Business ” under the “Business Strategy” heading — we have created one of the most profitable public companies in our industry as measured by aggregates gross profit per ton.

In 2019, we set a target of $9 of cash gross profit per ton on volumes of 230 to 240 million tons, which we exceeded in 2023.

In 2022, we set a new target to achieve $11 to $12 cash gross profit per ton once we reach 260 to 270 million tons.

We delivered $10.61 of cash gross profit per ton on 220 million tons in 2024, exiting the year with cash gross profit of $2,332 million.

Our durable growth strategy gives us confidence that we will deliver more value to our shareholders on every ton of aggregates we sell.

Cash gross profit per ton is a non-GAAP measure.

See the definitions and reconciliations within this Item 7 under the caption " Reconciliation of Non-GAAP Financial Measures ."

More than an aggregates supplier, we are a business dedicated to customer service and finding creative solutions to meet our customers’ needs.

Being a valued partner and trusted supplier means that we are providing the right product, with the right specifications, that is the right quality, delivered the right way — on time and safely.

Our One Vulcan, Locally Led approach, in which our employees work together to leverage the size and strengths of Vulcan as a whole, while running their operations with a strong entrepreneurial spirit and sense of ownership, allows us to deliver market-leading services to our customers.

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.

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

INDUSTRY LEADER WITH CLEAR COMPETITIVE ADVANTAGES

• Adjusted EBITDA between $2,400 million and $2,600 million

Dodge Data & Analytics

KNOWN TRENDS OR UNCERTAINTIES

Inflationary pressures and labor constraints can be factors that impact our operations.

Although inflationary pressures can create short-term to medium-term headwinds, the combination of inflation and visibility of demand may create a favorable environment for price increases.

Additionally, labor constraints can cause delays and inefficiencies in our operations as well as those of our customers.

If labor constraints continue, our operations may proceed at a slower pace, which may effectively extend the recovery while allowing us the opportunity to compound price, control costs and grow earnings.

Our industry is experiencing uncertainty due to rapid changes in global trade policies including announced tariff increases, potential additional tariff increases, potential new or renegotiated bilateral or multilateral trade agreements, and other measures that could restrict international trade.

Economic pressures on our customers, including the challenges of inflation and the impact of tariffs and other trade measures, may negatively impact our shipment volumes.

We will continue to evaluate the evolving macroeconomic environment to take action to mitigate the impact on our business.

Further, the Mexican government has taken actions adverse to our property and operations in Mexico.

On May 5, 2022, Mexican government officials presented employees at our Calica operations in Quintana Roo, Mexico with arbitrary shutdown orders to immediately cease underwater quarrying and extraction operations.

On May 13, 2022, the Mexican government suspended the three-year customs permit granted in March 2022 to Calica.

In September 2024, the Mexican government ordered the closure of Calica's already-suspended quarrying activities and the shutdown of certain activities at Calica's Punta Venado port facilities.

On September 23, 2024, the President of Mexico signed a presidential decree declaring the entirety of Calica's properties as a "Natural Protected Area" (the "ANP Decree").

Among other provisions, the ANP Decree prohibits Calica from extracting petrous or construction materials from its properties.

We strongly believe that the actions taken by Mexico are arbitrary and illegal, and we intend to vigorously pursue all lawful avenues available to us in order to protect our rights, under both Mexican and international law.

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

VALUE PROPOSITION

Focused Strategy:

Two-pronged approach to durable growth supported by foundation of talent, sustainability and innovation

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

Together, this two-pronged approach enables us to consistently 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 a combination of tools, processes and approaches used by our teams to drive value in our operations through production efficiency, cost control and consistent execution.

Together, these strategic disciplines enable us to provide the highest quality material and the best service to our customers.

These disciplines enable us to deliver consistent compounding results, and our focus on digital transformation elevates our capabilities on both the commercial and operational sides of our business.

On the commercial side, we continue to focus on strengthening the productivity of our sales teams and providing the best customer experience in our industry.

We developed enhanced solutions to provide robust, real-time information to our sales teams and also launched a new MyVulcan customer portal.

In our operations, we continue to adopt and utilize our Process Intelligence System to measure real-time plant performance and accelerate problem solving to make the right products at the lowest possible cost.

There are a lot of complexities in operating an aggregates plant on a daily basis.

Process Intelligence gives us the visibility, data, and platform to instantly collaborate and align our teams to drive optimal plant efficiency.

EXPANDING OUR REACH:

We also drive growth by expanding our reach through mergers and acquisitions and by pursuing greenfield development in anticipation of future growth.

Our disciplined approach focuses on aggregates, aims to achieve a number one or number two position in the fastest growing markets in the United States and strategically pursues downstream asphalt and concrete businesses complementary to our aggregates position in select markets.

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.

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

From 2023 to 2025, we invested $2,310.6 million in business acquisitions as outlined in Note 19 “ Acquisitions and Divestitures ” in Item 8 “ Financial Statements and Supplementary Data .”

Right Product:

Most aggregates-led company in the U.S.

construction materials industry

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

and the most aggregates-led public company.

2025 Gross Profit

Aggregates are an essential product with wide logistical moats, high barriers to entry, limited product substitutes, flexible production capacity, a diverse demand base and very favorable pricing characteristics.

These attractive fundamentals lead to lower risk through demand cycles.

BLS and Company estimates for U.S.

Demand (L Axis) in billions of tons.

Price (R Axis) is indexed (1982=100).

Compelling Footprint:

Serving markets better advantaged for growth

Zoning and permitting regulations have made it increasingly difficult to expand existing quarries or to develop new quarries.

Such regulations, while curtailing expansion, also increase the value of our reserves that were zoned and permitted decades ago.

Over time, we have strategically and systematically built one of the most valuable aggregates franchises in the U.S.

with a footprint that we believe is impossible to replicate.

• Largest U.S.

1 unchanged sentence

• 425 active aggregates facilities with 16.6 billion tons of reserves

▪ Leading unit profitability margins driven by operational expertise and pricing performance

• Leading positions in the fastest growing markets in the United States

• 76% of the U.S.

population growth over the next decade is projected to occur in Vulcan-served states

Over time, we have strategically and systematically built one of the most valuable aggregates franchises in the U.S.

with a footprint that is impossible to replicate.

Zoning and permitting regulations have made it increasingly difficult to expand existing quarries or to develop new quarries.

Such regulations, while curtailing expansion, also increase the value of our reserves that were zoned and permitted decades ago.

Demand for aggregates correlates positively with changes in population, household formations and employment.

1 unchanged sentence

As state and federal spending increase, Vulcan is poised to benefit greatly from growing private and public demand for aggregates, thereby delivering significant long-term value for our shareholders.

Woods & Poole CEDDS 2024

Based on people added from 2024 to 2034

STRONG CASH FLOW GENERATION AND INVESTMENT-GRADE BALANCE SHEET

▪ Financial capacity to sustain capital reinvestment in current asset base and to fund growth

▪ Maintain an investment-grade credit position

▪ Continue to leverage current capital base to grow earnings and maximize cash generation

Track Record Of Success:

Best-in-class execution has ensured resiliency regardless of external market conditions

We have continued to deliver strong financial performance over time and through business cycles.

Through our aggregates-led strategy and focus on our strategic disciplines — the Vulcan Way of Selling (Commercial Excellence & Logistics Innovation) and the Vulcan Way of Operating (Operational Excellence & Strategic Sourcing) — we have created one of the most profitable public companies in our industry as measured by aggregates gross profit per ton.

• 17% improvement in Aggregates gross profit per ton since 2023

• 20% improvement in Aggregates cash gross profit per ton since 2023

In 2019, we set a target of $9 of aggregates cash gross profit per ton on volumes of 230 to 240 million tons, which we exceeded in 2023.

In 2022, we set a new target to achieve $11 to $12 aggregates cash gross profit per ton once we reach 260 to 270 million tons.

We delivered $11.33 of aggregates cash gross profit per ton on 227 million tons in 2025.

Our strategic disciplines give us confidence that we will continue to deliver more value to our shareholders on every ton of aggregates we sell.

Vulcan Aggregates Cash Gross Profit Per Ton

9% Compound Annual Growth Since 2019

tons of aggregates sold

cash gross profit per ton

tons of aggregates sold

cash gross profit per ton

tons of aggregates sold

cash gross profit per ton

tons of aggregates sold

cash gross profit per ton

Cash gross profit per ton is a non-GAAP measure.

See the definitions and reconciliations within this Item 7 under the caption " Reconciliation of Non-GAAP Financial Measures ."

More than an aggregates supplier, we are a business dedicated to customer service and finding creative solutions to meet our customers’ needs.

Being a valued partner and trusted supplier means that we are providing the right product, with the right specifications, that is the right quality, delivered the right way — on time and safely.

Disciplined Capital Allocation:

Balanced approach to support existing franchise, grow the business and return cash to shareholders

Our balanced approach to capital allocation remains unchanged.

Our capital allocation priorities are as follows:

Operating Capital (maintain and grow the value of our franchise)

Growth Capital (including acquisitions and greenfields)

Dividend Growth (with a keen focus on sustainability)

Return Excess Cash to Shareholders (primarily via share repurchases)

This capital requirement expands and contracts as production and shipment levels change.

During 2025, we invested $ 702.9 million in capital expenditures to replace or improve existing property, plant & equipment.

Our second priority is to grow our franchise, primarily through business acquisitions and complemented by internal growth investments.

For business acquisitions, we tend to look for bolt-on acquisitions, which are easier to integrate, and will pursue large business combinations that are the right fit at the right price.

We use strategic and returns-based criteria to price potential acquisitions and are disciplined in our approach.

We evaluate many potential acquisitions and only make offers on a few.

Our third priority is growing the dividend with a keen focus on sustainability through the economic cycle.

During 2025, we paid a dividend per share of $ 1.96 and paid total dividends of $ 259.8 million.

And finally, if there is excess cash after fulfilling the prior capital allocation priorities, we will consider returning cash to shareholders via share repurchases.

During 2025, we returned $ 438.4 million to our shareholders through share repurchases.

For a detailed discussion of our acquisitions and divestitures, see Note 19 “ Acquisitions and Divestitures ” in Item 8 “ Financial Statements and Supplementary Data .”

Financial Strength:

Investment grade balance sheet to support growth

Our strong cash flow generation and investment grade balance sheet provide the financial flexibility to:

• Sustain capital reinvestment in current asset base and to fund growth

• Leverage current capital base to grow earnings and maximize cash generation

• Prudently pursue attractive acquisitions and greenfields

2 unchanged sentences

Free cash flow is a Non-GAAP measure and calculated by subtracting purchases of property, plant and equipment from operating cash flows.

Free cash flow is useful to investors in understanding how existing cash from operations is utilized as a source for sustaining our current capital plan and future development growth.

Free cash flow is useful to investors in understanding how existing cash from operations is utilized as a source for sustaining our current capital plan and future growth.

Our financial position is strong as evidenced by our long-term investment-grade credit ratings (Fitch BBB+/Moody’s Baa2/Standard & Poor’s BBB+).

2 unchanged sentences

Our long-term leverage target is 2.0 to 2.5x.

Leverage Ratio

Total Debt To Adjusted EBITDA

* These years include significant acquisition activity (see Part I, Item 1 "Business" under the caption "Business Strategy" for further details).

SAFETY, HEALTH AND ENVIRONMENTAL PERFORMANCE

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.

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.

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 2024 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 98% citation-free inspections out of all 2024 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.

However, sustainability means looking beyond what is required of a company by governments and regulators.

Sustainability is reflected in our business strategy.

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

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.

It’s the right thing to do for our business and our stakeholders.

We continue to make progress on reducing our carbon footprint, increasing our energy efficiency, and measuring and reducing our water use.

We also manage our land with biodiversity in mind.

During 2024, we operated 33 sites containing wildlife enhancement programs that are certified by the Wildlife Habitat Council in addition to several other sites that are working towards certification.

We recognize that the aggregates mining in which we engage is an interim use of the approximately 310,000 acres of land in our portfolio.

Our land and water assets will be converted to other valuable uses at the end of mining.

Effective management throughout the life cycle of our land — from pre-mining utilization as agriculture and timber development, to post-mining development as water reservoirs or residential and commercial development — not only generates significant additional value for our shareholders but greatly benefits the communities in which we operate.

Results of Operations

42 unchanged sentences

Net earnings attributable to Vulcan for 2025 include:

▪ pretax net gain of $36.7 million related to the sale of real estate in Virginia

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

• pretax net gain of $42.4 million related to the sale of businesses

• pretax charges of $0.6 million for divested operations

1 unchanged sentence

• pretax loss on discontinued operations of $6.1 million

• $9.8 million of tax-related charges primarily for a valuation allowance against Calica deferred tax assets, including net operating loss (NOL) carryforwards

Net earnings attributable to Vulcan for 2024 include:

▪ pretax net gain of $67.1 million related to the sale of excess real estate and businesses

▪ pretax charges of $28.3 million for long-lived asset impairments related to the sale of businesses

• pretax net gain of $36.7 million related to the sale of real estate in Virginia

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

• pretax charges of $17.7 million for divested operations

1 unchanged sentence

• pretax loss on discontinued operations of $10.2 million

▪ $12.9 million of tax charges related to a valuation allowance against Calica deferred tax assets, including net operating loss (NOL) carryforwards

Adjusted for these discrete items, earnings attributable to Vulcan from continuing operations (Adjusted Diluted EPS) was $8.00 per diluted share for 2025 compared to $7.53 per diluted share for 2024.

1 unchanged sentence

Year-over-year changes in earnings from continuing operations before income taxes are summarized below:

2022 $ 788.1 2023 $ 1,245.1

in millions 2023 $ 1,245.1 2024 $ 1,172.1

Higher aggregates gross profit 79.9 148.1

Higher asphalt gross profit 20.5 3.8

Lower concrete gross profit (27.2) (49.3)

Higher (lower) concrete gross profit (49.3) 23.1

Lower (higher) selling, administrative and general expenses 11.7 (33.0)

3 unchanged sentences

Lower (higher) acquisition related expenses (14.2) 14.3

Higher environmental remediation expenses

Lower (higher) environmental remediation expenses (15.7) 17.7

Lower (higher) foreign currency transaction losses (16.5) 14.5

6 unchanged sentences

Management reviews earnings for our reporting segments principally at the gross profit level.

Aggregates shipments decreased 6%, reflecting underlying demand as well as the impacts from severe weather events in the third quarter which were not all recovered during the fourth quarter of 2024.

Our year-over-year freight-adjusted selling price 1 for aggregates:

▪ increased 10.8% in 2024

▪ increased 15.9% in 2023

▪ increased 10.3% in 2022

Aggregates Shipments and Freight-Adjusted Sales Price

in millions, except sales price data 1

We routinely arrange the delivery of our aggregates to the customer.

3 unchanged sentences

See the " Reconciliation of Non-GAAP Financial Measures " within this Item 7 for a reconciliation of freight-adjusted revenues.

The pricing environment remained positive.

Freight-adjusted pricing increased 10.8% ($2.06 per ton) versus the prior year to $21.08, with all markets realizing year-over-year improvement.

Aggregates shipments increased 3% and continued to benefit from healthy public construction activity, with volume from operations acquired in late 2024 more than offsetting slightly lower year-over-year same-store shipments.

While shipments declined from 2023 to 2025, price increased 15.6% over this same period, with widespread growth across our footprint.

Aggregates Gross Profit

1 unchanged sentence

Aggregates segment gross profit increased 8% to $1,964.8 million (or $8.66 per ton), and gross profit margin expanded 70 basis points.

Cash gross profit per ton increased 12% (or $1.15 per ton) from the prior year to $10.61 resulting from continued pricing growth and moderating cost trends.

Improvements in unit profitability were widespread across our footprint.

Freight-adjusted unit cash cost of sales increased 10%, or $0.91 per ton.

Shipments in 2024 and 2023 were negatively impacted by the absence of tons available from our Mexico operations which were unexpectedly and arbitrarily shut down by the Mexican government in 2022 (f or additional information, see Note 12 “ Commitments and Contingencies ” in Item 8 “ Financial Statements and Supplementary D ata ”) .

Cash gross profit per ton increased 7% from the prior year to $11.33, marking the twelfth consecutive quarter of at least high single-digit improvement on a trailing-twelve months basis.

Freight-adjusted unit cost of sales increased 4% (increased 2% on a unit cash cost of sales basis), reflecting a continued focus on cost management and operating efficiencies.

Shipments in 2025, 2024 and 2023 were negatively impacted by the absence of tons available from our Mexico operations which were unexpectedly and arbitrarily shut down by the Mexican government in 2022 (for add itional information, see Note 12 “ Commitments and Contingencies ” in Item 8 “ Financial Statements and Supplementary Data ”) .

Asphalt Shipments and Average Sales Price

in millions, except sales price data 1

Asphalt mix average sales price is calculated by dividing revenues generated from the shipment of asphalt mix by the total tons shipped.

The sales price calculation excludes service revenues generated from our asphalt construction paving business.

Asphalt segment gross profit was $173.9 million (an increase of $3.8 million), and cash gross profit was $223.7 million, a 4% increase from the prior year.

Shipments increased slightly, and pricing increased 5.7%, or $4.33 per ton.

Unit gross profit increased 3%, and unit cash gross profit improved 6% compared to the prior year.

Shipments decreased 1%, and pricing increased 2.3%, or $1.84 per ton.

Asphalt Gross Profit

Asphalt Cash Gross Profit

Our year-over-year average sales price 1 for asphalt mix:

• increased 5.7% in 2024

• increased 6.3% in 2023

• increased 21.2% in 2022

1 Asphalt mix average sales price is calculated by dividing revenues generated from the shipment of asphalt mix by the total tons shipped.

The sales price calculation excludes service revenues generated from our asphalt construction paving business.

Concrete segment gross profit was $12.8 million, a decrease of $49.3 million from the prior year which included earnings from our divested operations in Texas.

Cash gross profit was $58.3 million, and unit cash gross profit was $16.35 per cubic yard.

CONCRETE GROSS PROFIT

CONCRETE CASH GROSS PROFIT

Our year-over-year average sales price 1 for ready-mixed concrete:

▪ increased 9.6% in 2024

▪ increased 10.7% in 2023

▪ increased 11.1% in 2022

Concrete Shipments and Average Sales Price

in millions, except sales price data 1

Ready-mixed concrete average sales price is calculated by dividing revenues generated from the shipment of ready-mixed concrete by the total cubic yards shipped.

The sales price calculation excludes immaterial revenues generated from the sale of raw materials.

Concrete segment gross profit was $35.9 million (an increase of $23.1 million), and cash gross profit was $97.9 million, a 68% increase from the prior year.

Unit gross profit increased 124%, and unit cash gross profit increased 34% compared to the prior year.

Shipments increased 25%, and pricing increased 3.2%, or $5.89 per ton.

These increases were primarily attributable to acquisitions completed in the fourth quarter of 2024 (for additional information, see Note 19 “ Acquisitions and Divestitures ” in Item 8 “ Financial Statements and Supplementary Dat a ”).

Concrete Gross Profit

Concrete Cash Gross Profit

SELLING, ADMINISTRATIVE AND GENERAL EXPENSES

As a percentage of total revenues, SAG expense was:

• 7.1% in 2025 — decreased 10 basis points

• 7.2% in 2024 — increased 20 basis points

• 7.0% in 2023 — unchanged from the prior year

▪ 7.0% in 2022 — decreased 50 basis points

Our comparative headcount levels at year-end:

▪ increased 9% in 2024

▪ decreased 8% in 2023

▪ increased 6% in 2022

The 2024 increase in our employment level was primarily the result of acquisitions (see Note 19 " Acquisitions and Divestitures " in Item 8 “ Financial Statements and Supplementary Data ”).

As noted above, 2024 SAG expense was $531.1 million, 2% lower than the prior year, or 7.2% as a percentage of total revenues.

The current year includes overhead costs associated with acquisitions completed during the year.

We expect to realize cost synergies in 2025 as the acquired operations become fully integrated.

Our comparative headcount levels at year-end decreased 4% in 2025, increased 9% in 2024 and decreased 8% in 2023.

The 2025 decrease in our employment level was primarily the result of a divestiture, and the 2024 increase in our employment level was primarily the result of acquisitions (see Note 19 " Acquisitions and Divestitures " in Item 8 “ Financial Statements and Supplementary Data ”).

As noted ab ove, 2025 SAG expense was $564.1 million, 6% higher than the prior year, or 7.1% as a percentage of total revenues.

GAIN ON SALE OF PROPERTY, PLANT & EQUIPMENT AND BUSINESSES

The 2025 gain on sale of property, plant & equipment and businesses of $52.4 million includes a pretax gain of $42.4 million from the sale of our asphalt mix and construction paving operations in Houston, Texas.

The 2024 gain on sale of property, plant & equipment and businesses of $52.3 million includes a pretax gain of $36.7 million from the sale of a former sales yard in Virginia.

The 2023 gain on sale of property, plant & equipment and businesses of $76.4 million includes a pretax gain of $65.7 million from the sale of excess real estate in Virginia and a pretax gain of $15.2 million from the sale of real estate associated with a former recycled concrete facility in Illinois, partially offset by a pretax loss of $13.8 million related to the sale of our Texas concrete operations.

We remain focused on our efforts to maximize the value of our portfolio of quarry operations as they move through their life-cycle of land management.

We remain focused on our aggregates-led strategy as well as our efforts to maximize the value of our portfolio of quarry operations as they move through their life-cycle of land management.

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

LOSS ON IMPAIRMENTS

Loss on impairments was $86.6 million in 2024 which represents a goodwill impairment charge related to a reporting unit that includes concrete operations acquired from U.S.

Concrete in 2021.

Loss on impairments was $28.3 million in 2023 which represents a long-lived asset impairment charge related to the Texas concrete operations that were sold during the fourth quarter of 2023.

Loss on impairments was $86.6 million in 2024 which represents a goodwill impairment charge related to one of our Concrete segment reporting units.

There were no similar charges in 2025.

See Note 18 “ Goodwill and Intangible Assets ” and Note 19 “ Acquisitions and Divestitures ” in Item 8 “ Financial Statements and Supplementary Data ” for additional discussion.

OTHER OPERATING EXPENSE, NET

Other operating income (expense) is composed primarily of idle facilities expense, environmental remediation costs, gain (loss) on settlement of AROs, finance charges collected and rental income (expense).

Other operating expense, net is composed primarily of idle facilities expense, environmental remediation costs, gain (loss) on settlement of AROs, finance charges collected and rental income (expense).

Total other operating expense and significant and/or discrete items included in the total were:

7 unchanged sentences

• $34.9 million of idle facilities expenses

OTHER NONOPERATING INCOME (EXPENSE), NET

Other nonoperating income (expense), net was $22.1 million of expense in 2024 and $2.7 million of expense in 2023, composed primarily of pension and postretirement benefit costs (excluding service costs), foreign currency transaction gains/losses, Rabbi Trust gains/losses and net earnings/losses of nonconsolidated equity method investments.

OTHER NONOPERATING EXPENSE, NET

Other nonoperating expense, net was $3.2 million of expense in 2025 and $22.1 million of expense in 2024, composed primarily of pension and postretirement benefit costs (excluding service costs), foreign currency transaction gains/losses, Rabbi Trust gains/losses and net earnings/losses of nonconsolidated equity method investments.

INTEREST EXPENSE

Interest expense was $239.7 million in 2025 compared to $191.2 million in 2024.

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

See Note 6 “ Debt ” in Item 8 “ Financial Statements and Supplementary Data ” for additional discussion.

4 unchanged sentences

Effective tax rate 22.1 % 21.4 % 24.0 %

The $56.1 million increase in our 2025 income tax expense compared to 2024 was primarily related to an increase in pretax earnings from continuing operations.

The $48.0 million decrease in our 2024 income tax expense compared to 2023 was primarily related to a decrease in earnings from continuing operations and the income tax benefit recorded for the remeasurement of our deferred taxes at a new blended income tax rate.

The $106.4 million increase in our 2023 income tax expense compared to 2022 was primarily related to an increase in earnings from continuing operations.

During the fourth quarter of 2024, we determined that the rate at which our deferred tax liabilities will reverse has decreased, largely as a result of changes in our state tax profile from the Wake Stone acquisition.

1 unchanged sentence

In May 2022, Mexican government officials unexpectedly and arbitrarily shut down our Calica operations in Mexico.

In 2024, Calica had deferred tax assets (including NOLs) of $27.5 million.

Although Calica continues to record losses, the devaluation of the Mexican peso during the year resulted in an immaterial change to its deferred tax assets in U.S.

In 2025, Calica had deferred tax assets (including net operating losses) of $37.3 million against which we have a full valuation allowance recorded.

As a result, we recorded a charge to increase the valuation allowance by $9.8 million to $37.3 million in 2025.

The Calica NOL deferred tax asset carryforward of $23.3 million would expire between 2032 and 2033 if not utilized.

$3.9 million of this charge was recorded as currency translation due to the increase in our deferred tax assets from appreciation of the Mexican peso during the year.

A majority of the deferred tax assets relate to an NOL carryforward which would expire between 2032 and 2035 if not utilized.

Should the Mexican government lift the shutdown and/or we are successful in our North American Free Trade Agreement (NAFTA) claim, we will reevaluate the need for a valuation allowance against the deferred tax assets.

Additionally, Calica is under examination by the Mexican Servicio de Adminstración (“SAT”) for tax years 2018 and 2019.

In the fourth quarter of 2025, SAT issued Calica an audit findings letter for 2018.

Among other claims, SAT asserts that Calica had no right to mine and has denied its cost of goods sold deduction.

We have recognized the full tax benefit associated with Calica’s cost of goods sold deduction in Mexico, as we believe it is more likely than not that the position will be sustained based upon the technical merits of the position.

This position is strictly binary as our tax liability hinges entirely on the legal basis that Calica had the necessary rights to conduct its mining operations during the period in question.

Should we be unsuccessful in defending this tax position related to the 2018 audit, we may incur a one-time cash outflow and tax expense of approximately $35 million, which includes $23 million of interest and penalties.

For additional information, see Note 9 “ Income Taxes ” in Item 8 “ Financial Statements and Supplementary Data .”

5 unchanged sentences

Pretax loss from discontinued operations for 2025, 2024 and 2023 resulted primarily from general and product liability costs, including legal defense costs and environmental remediation costs associated with our former Chemicals business.

In addition, 2022 includes a $15.3 million charge for a litigation matter (see Note 12 “ Commitments and Contingencies ” in Item 8 “ Financial Statements and Supplementary Data ”).

For additional information about discontinued operations, see Note 1 “ Summary of Significant Accounting Policies ” in Item 8 “ Financial Statements and Supplementary Data .”

KNOWN TRENDS OR UNCERTAINTIES

Inflationary pressures and labor constraints can be factors that impact our operations.

Although inflationary pressures can create short-term to medium-term headwinds, the combination of inflation and visibility of demand may create a favorable environment for price increases.

Additionally, labor constraints can cause delays and inefficiencies in our operations as well as those of our customers.

Further, the Mexican government has taken actions adverse to our property and operations in Mexico.

On May 13, 2022, the Mexican government suspended the three-year customs permit granted in March 2022 to Calica and began a proceeding that could result in the revocation of that permit.

In September 2024, the Mexican government ordered the closure of Calica's already-suspended quarrying activities and the shutdown of certain activities at Calica's Punta Venado port facilities.

On September 23, 2024, the President of Mexico signed a presidential decree declaring the entirety of Calica's properties as a "Natural Protected Area" (the "ANP Decree").

Among other provisions, the ANP Decree prohibits Calica from extracting petrous or construction materials from its properties.

Reconciliation of Non-GAAP Financial Measures

62 unchanged sentences

Income tax expense, including discontinued operations 305.9 248.8 295.6

Interest expense, net of interest income 170.3 179.6 168.4

Interest expense, net 226.3 170.3 179.6

Depreciation, depletion, accretion and amortization 748.5 632.2 617.0

5 unchanged sentences

Acquisition related charges 1

16.3 2.1 17.1

Adjusted EBITDA $ 2,323.6 $ 2,057.2 $ 2,011.3

Adjusted EBITDA margin

29.3 % 27.7 % 25.8 %

Represents charges associated with acquisitions requiring clearance under federal antitrust laws.

6 unchanged sentences

2025 2024 2023

Diluted Earnings Per Share

Net earnings attributable to Vulcan $ 6.85 $ 6.98 $ 4.31

Diluted net earnings per share attributable to Vulcan

$ 8.11 $ 6.85 $ 6.98

Items included in Adjusted EBITDA above, net of tax (0.18) 0.68 (0.08)

47 unchanged sentences

Income tax expense, including discontinued operations 355

Interest expense, net of interest income 245

Interest expense, net 225

Depreciation, depletion, accretion and amortization 700

4 unchanged sentences

Liquidity and Financial Resources

Our balanced approach to capital deployment remains unchanged.

We intend to balance reinvestment in our business, growth through acquisitions and return of capital to shareholders, while sustaining financial strength and flexibility.

We actively manage our capital structure and resources in order to balance the cost of capital and the risk of financial stress.

We seek to meet these objectives by adhering to the following principles:

• maintain substantial bank line of credit borrowing capacity

• proactively manage our debt maturity schedule such that repayment/refinancing risk in any single year is low

• maintain an appropriate balance of fixed-rate and floating-rate debt

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

Our primary sources of liquidity are cash provided by our operating activities, a substantial, committed bank line of credit and our commercial paper program.

7 unchanged sentences

• potential share repurchases

We will continue to assess our liquidity sources and needs in order to take appropriate actions to meet our objectives.

Our future contractual payments as of December 31, 2025 are summarized in the table below:

8 unchanged sentences

Principal payments Note 6 0.0 0.0 0.0 0.0

Interest payments

Note 6 24.8 81.9 0.0 106.7

Interest payments Note 6 0.0 0.0 0.0 0.0

Principal payments Note 6 0.4 1,650.0 2,790.2 4,440.6

19 unchanged sentences

Excludes discounted asset retirement obligations in the amount of $456.5 million at December 31, 2025, the majority of which have an estimated settlement date beyond 2030 (see Note 17 “ Asset Retirement Obligations ” in Item 8 “ Financial Statements and Supplementary Data ”).

During 2025, we expect to spend between $750 million and $800 million in total on capital expenditures, including growth projects.

During 2026, we expect to spend between $750 million and $800 million on capital expenditures, including growth projects.

As of December 31, 2025, we were contingently liable for $1,059.8 million within 444 surety bonds underwritten by various surety companies.

4 unchanged sentences

We have no material off-balance sheet arrangements, such as financing or unconsolidated variable interest entities.

Our balanced approach to capital deployment remains unchanged.

We intend to balance reinvestment in our business, growth through acquisitions and return of capital to shareholders, while sustaining financial strength and flexibility.

We actively manage our capital structure and resources in order to balance the cost of capital and the risk of financial stress.

We seek to meet these objectives by adhering to the following principles:

▪ maintain substantial bank line of credit borrowing capacity

▪ proactively manage our debt maturity schedule such that repayment/refinancing risk in any single year is low

▪ maintain an appropriate balance of fixed-rate and floating-rate debt

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

We will continue to assess our liquidity sources and needs in order to take appropriate actions to meet our objectives.

Included in our December 31, 2025 cash and cash equivalents and restricted cash balances of $189.4 million is $6.1 million of restricted cash (see Note 1 “ Summary of Significant Accounting Policies ” in Item 8 “ Financial Statements and Supplementary Data ” under the caption "Restricted Cash").

12 unchanged sentences

Primarily reflects changes to working capital balances.

2024 VERSUS 2023 — Net cash provided by operating activities was $1,409.6 million during 2024, a $127.2 million decrease compared to 2023 which primarily resulted from changes in working capital balances.

2025 VERSUS 2024 — Net cash provided by operating activities was $1,813.0 million during 2025, a $403.4 million increase compared to 2024.

The increase was primarily attributable to changes in working capital balances, higher cash earnings in 2025 ($165.0 million higher net earnings in addition to $116.3 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 43.0 days at December 31, 2025 compared to 45.6 days at December 31, 2024.

Our over 90 day receivables balance of $29.6 million at December 31, 2024 was $2.0 million higher than the December 31, 2023 balance of $27.6 million.

Our over 90 day receivables balance of $28.7 million at December 31, 2025 was $0.9 million lower than the December 31, 2024 balance of $29.6 million.

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

Cash From Investing Activities

2024 VERSUS 2023 — Net cash used for investing activities was $2,814.9 million during 2024, a $2,651.4 million increase compared to 2023.

During 2024, we acquired businesses for $2,266.2 million of cash consideration whereas there were no business acquisitions in 2023.

Additionally, proceeds from the sale of property, plant & equipment and businesses were down $653.3 million in 2024 from the prior year, which includes cash proceeds from the sale of our concrete operations in Texas and the collection of a note receivable related to the 2022 sale of concrete operations in New Jersey, New York and Pennsylvania (see Note 19 “ Acquisitions and Divestitures ” in Item 8 “ Financial Statements and Supplementary Data ” for further information).

Partially offsetting these net increases to cash used for investing activities, during 2024, we invested $603.5 million in our existing operations (includes changes in accruals for property, plant & equipment), a $269.1 million decrease compared to 2023.

2025 VERSUS 2024 — Net cash used for investing activities was $529.2 million during 2025, a $2,285.7 million decrease compared to 2024.

During 2024, we acquired businesses for $2,266.2 million, whereas there were no business acquisitions in 2025.

During 2025, we invested $677.7 million in our existing operations (includes changes in accruals for property, plant & equipment), a $74.2 million increase compared to 2024.

This $677.7 million investment includes both maintenance and internal growth projects to enhance our distribution capabilities, develop new production sites and improve existing production facilities.

Additionally, proceeds from the sale of property, plant & equipment and businesses were up $96.6 million in 2025 from the prior year, primarily due to the divestiture of our Texas asphalt and construction paving operations in the fourth quarter of 2025.

For additional information on acquisitions and divestitures, see Note 19 “ Acquisitions and Divestitures ” in Item 8 “ Financial Statements and Supplementary Data ".

Cash From Financing Activities

2024 VERSUS 2023 — Net cash provided by financing activities in 2024 was $1,056.9 million, compared to $585.6 million of cash used in 2023.

The current year includes proceeds of $2,000.0 million from the issuance of senior notes and cash paid to redeem the $550.0 million senior notes due 2026 (see Note 6 " Debt " in Item 8 “ Financial Statements and Supplementary Data ”).

The prior year includes a $100.0 million net payment on our line of credit.

Additionally, we returned $313.2 million to shareholders (a $115.2 million decrease compared to the prior year due to lower share repurchases) through $244.4 million of dividends ($1.84 per share compared to $1.72 per share) and $68.8 million of common stock repurchases (270,142 shares repurchased at $254.71 average price per share compared to 977,591 shares repurchased at $204.52 average price per share).

2025 VERSUS 2024 — Net cash used for financing activities in 2025 was $1,695.2 million, whereas net cash provided by financing activities in 2024 was $1,056.9 million.

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 proceeds of $2,000.0 million from the issuance of senior notes and cash paid to redeem the $550.0 million senior notes due 2026 (see Note 6 " Debt " in Item 8 “ Financial Statements and Supplementary Data ”).

Additionally, we returned $698.2 million to shareholders (a $385.0 million increase compared to the prior year due primarily to higher share repurchases) through $259.8 million of dividends ($1.96 per share compared to $1.84 per share) and $438.4 million of common stock repurchases (1,544,441 shares repurchased at $283.82 average price per share compared to 270,142 shares repurchased at $254.71 average price per share).

Certain debt measures as of December 31 are outlined below:

20 unchanged sentences

Line of Credit and Commercial Paper Program

Our $1,600.0 million commercial paper program was established in August 2022 and matures in November 2029.

Our $1,600.0 million unsecured commercial paper program was established in August 2022 and matures in November 2029.

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

As of December 31, 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 December 31, 2024, we had $550.0 million in long-term commercial paper borrowings.

As of December 31, 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.

Our line of credit contains covenants customary for an unsecured investment-grade facility.

Covenants, borrowings, cost ranges and other details are described in Note 6 “ Debt ” in Item 8 “ Financial Statements and Supplementary Data .” As of December 31, 2024, we were in compliance with the line of credit covenants, the margin for Secured Overnight Financing Rate (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%.

Covenants, borrowings, cost ranges and other details are described in Note 6 “ Debt ” in Item 8 “ Financial Statements and Supplementary Data .” As of December 31, 2025, we were in compliance with the line of credit covenants.

The margin for Secured Overnight Financing Rate (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 December 31, 2025, our available borrowing capacity under the line of credit was $1,576.9 million.

2 unchanged sentences

• $23.1 million was used to support standby letters of credit

All of our $5,391.1 million (face value) of term debt (which includes the $550.0 million commercial paper) is unsecured.

All of our $4,440.6 million (face value) of term debt is unsecured.

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

As of December 31, 2025, we were in compliance with all term debt covenants.

In March 2023, we issued $550.0 million of 5.80% senior notes due 2026.

We redeemed these notes at par in March 2024 using cash on hand and recognized noncash expense of $2.3 million with the acceleration of unamortized deferred debt issuance costs.

In November 2024, we entered into a $2,000.0 million unsecured delayed draw term loan which was partially drawn in November 2024 upon the acquisition of Wake Stone.

Subsequently, the delayed draw term loan balance was fully repaid and terminated in November 2024 using proceeds from the issuance of senior notes as described below.

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.

Total proceeds of $1,975.0 million (net of discounts and transaction costs), together with cash on hand, were used to repay the outstanding balance on the $2,000.0 million delayed draw term loan and to provide liquidity for acquisitions and debt maturing in 2025.

Total proceeds of $1,975.0 million (net of discounts and transaction costs), together with cash on hand, were used to provide liquidity for acquisitions in 2024 and debt maturing in 2025.

In March 2025, we redeemed the $400.0 million senior notes due April 2025 using cash on hand.

For additional information regarding term debt, see Note 6 “ Debt ” in Item 8 “ Financial Statements and Supplementary Data .”

Debt Payments and Maturities

Scheduled debt payments during 2024 and 2023 were $0.5 million in the first quarter of each year.

As of December 31, 2024, maturities for the next four quarters and for the next five years are as follows (excluding any borrowings on the line of credit):

Scheduled debt payments during 2025 included the aforementioned $400.0 million to redeem the senior notes due in April and $0.5 million in March.

Scheduled debt payments during 2024 were $0.5 million in March.

As of December 31, 2025, maturities for the next four quarters and for the next five years are as follows (excluding any borrowings on the line of credit and commercial paper):

in millions 2026 Debt Maturities in millions Debt Maturities

3 unchanged sentences

Fourth Quarter 0.0 2029 500.0

Subsequent to year end, in February 2025 we delivered a notice of redemption to holders of our 4.50% senior notes due 2025, providing for the full redemption of the $400.0 million aggregate principal amount of these notes.

We expect to complete this redemption in March 2025 using existing cash on hand.

For additional information regarding debt payments and maturities, see Note 6 “ Debt ” in Item 8 “ Financial Statements and Supplementary Data .”

1 unchanged sentence

Short-term Long-term Outlook

Fitch F2 BBB Positive

Fitch F1 BBB+ Stable

Moody's P-2 Baa2 Stable

5 unchanged sentences

Common stock purchased and retired (1.5) (0.3) (1.0)

Common stock shares at December 31, issued and outstanding

(0.2) 0.0 0.0

Common stock shares at December 31, issued and outstanding 130.6 132.1 132.1

As of December 31, 2025, there were 5,272,677 shares remaining under the February 2017 share purchase authorization by our Board of Directors.

45 unchanged sentences

Changes in key assumptions or management judgment with respect to a reporting unit or its prospects may result from a change in market conditions, market trends, interest rates or other factors outside of our control, or underperformance relative to historical or projected operating results.

These conditions could result in a significantly different estimate of the fair value of our reporting units which could result in an impairment charge in the future.

These conditions could result in a significantly different estimate of the fair value of our reporting units.

The significant assumptions in our discounted cash flow models include our estimate of future profitability, capital requirements and the discount rate.

3 unchanged sentences

Results of Our Impairment Tests

Prior to our annual impairment test in 2022, we recorded an interim goodwill impairment loss of $50.9 million related to the sale of a reporting unit comprised of concrete operations in New Jersey, New York and Pennsylvania.

The results of our annual impairment test for 2022 indicated that the estimated fair values of two other Concrete segment reporting units exceeded carrying values by less than 15%.

One of those Concrete segment reporting units was sold during the fourth quarter of 2023.

The results of our annual impairment test for 2023 indicated that the estimated fair value of the other Concrete segment reporting unit exceeded carrying value by less than 5%.

The results of our annual impairment tests for 2024 and 2025 indicated that the estimated fair values of all reporting units with goodwill substantially exceeded their carrying values.

The results of our annual impairment test for 2023 indicated that the estimated fair value of one of our Concrete segment reporting units exceeded carrying value by less than 5%.

During the third quarter of 2024, we determined that a triggering event had occurred with respect to this reporting unit.

1 unchanged sentence

As a result, we recorded an $86.6 million noncash impairment charge.

The results of our annual impairment test for 2024 indicated that the estimated fair values of all reporting units with goodwill substantially exceeded their carrying values.

For additional information about goodwill, see Note 18 “ Goodwill and Intangible Assets ” and Note 19 “ Acquisitions and Divestitures ” in Item 8 “ Financial Statements and Supplementary Data .”

10 unchanged sentences

Conversely, in vertically integrated markets, the cash flows of our downstream and upstream businesses are not largely independently identifiable as the selling price of the upstream products (aggregates) impacts the profitability of the downstream business.

During 2024, we recorded no significant losses on impairment of long-lived assets.

During the third quarter of 2023, we recognized a long-lived asset impairment loss of $28.3 million for assets classified as held for sale (subsequently sold during the fourth quarter).

In addition, during the third quarter of 2022, we recognized a long-lived asset impairment loss of $16.9 million for assets classified as held for sale (subsequently sold during the fourth quarter of 2022).

During 2024 and 2025, we recorded no significant losses on impairment of long-lived assets.

During the third quarter of 2023, we recognized a long-lived asset impairment loss of $28.3 million for assets classified as held for sale.

Refer to Note 19 “ Acquisitions and Divestitures ” in Item 8 “ Financial Statements and Supplementary Data ” for further information.

We maintain certain long-lived assets that are not currently being used in our operations.

These assets totaled $609.1 million at December 31, 2024, representing a 14% increase from December 31, 2023.

These assets totaled $533.6 million at December 31, 2025, representing a 12% decrease from December 31, 2024.

Of the total $533.6 million, approximately 30% relates to real estate held for future development and expansion of our operations.

1 unchanged sentence

The remaining 50% is composed of aggregates, asphalt and concrete operating assets idled temporarily.

We evaluate the useful lives and the recoverability of these assets whenever events or changes in circumstances indicate that carrying amounts may not be recoverable.

We evaluate the useful lives and recoverability of these assets when events or changes in circumstances indicate that carrying amounts may not be recoverable.

For additional information about long-lived assets and intangible assets, see Note 4 “ Property, Plant & Equipment ” and Note 18 “ Goodwill and Intangible Assets ” in Item 8 “ Financial Statements and Supplementary Data .”

15 unchanged sentences

Level 1 fair values are used to value investments in publicly-traded entities and assumed obligations for publicly-traded long-term debt.

Level 2 fair values are typically used to value acquired machinery and equipment, land, buildings, and assumed liabilities for asset retirement obligations, environmental remediation and compliance obligations.

Level 2 fair values are typically used to value acquired machinery and equipment (certain large-scale plants may be valued using Level 3 inputs), land, buildings, and assumed liabilities for asset retirement obligations, environmental remediation and compliance obligations.

Additionally, Level 2 fair values are typically used to value assumed contracts at other-than-market rates.

6 unchanged sentences

The discount rate is a significant assumption used in the valuation model and is based on the required rate of return that a hypothetical market participant would assume if purchasing the acquired business, with an adjustment for the risk of these assets not generating the projected cash flows.

Other identifiable intangible assets may include, but are not limited to, patents, tradenames and trademarks.

Other identifiable intangible assets may include, but are not limited to, patents, trade names and trademarks.

The fair values of these assets are typically determined by an excess earnings method, a replacement cost method or a market approach.

32 unchanged sentences

Expected return on plan assets not applicable (3.0) not applicable 3.0

As of the December 31, 2024 measurement date, the fair value of our pension plan assets decreased from $647.9 million for the prior year-end to $607.1 million primarily due to an increase in the level of intermediate and long-term bond yields during the year.

As of the December 31, 2025 measurement date, the fair value of our pension plan assets increased from $607.1 million for the prior year-end to $625.8 million primarily due to stronger than expected asset performance and employer funding of the plans.

The discount rate is the weighted-average of the spot rates for each cash flow on the yield curve for high-quality bonds as of the measurement date.

As of the December 31, 2024 measurement date, the PBO of o ur pension plans decreased from $693.3 million to $640.8 million.

This decrease was primarily due to the increase in discount rates for the plans (approximately 0.7 percentage points).

As of the December 31, 2025 measurement date, the PBO of our pension plans increased from $640.8 million to $658.4 million.

This increase was primarily due to the decrease in discount rates for the plans and updates to the demographic assumptions, including mortality tables.

The PBO of our postretirement plans decreased from $42.2 million to $39.2 million.

This decrease was primarily due to the increase in discount rates for the plans (approximately 0.6 percentage points) and favorable claims experience.

During 2025 , we expect to recognize net pension expense of $8.9 million and net postretirement expense of $4.9 million compared to expense of $13.2 million and expense of $5.1 million , respectively, in 2024 .

The expected decrease in pension expense is primarily due to the increase in the expected return on plan assets, and the expected decrease in postretirement expense is primarily due to the increase in discount rates and favorable claims experience.

This decrease was primarily due to favorable claims experience and demographic assumption updates to better reflect anticipated experience for the plans.

During 2026, we expect to recognize net pension expense of $5.

0 million and net postretirement expense of $3.7 million compared to expense of $8.5 million and expense of $5.0 million , respectively, in 2025 .

The expected decrease in pension expense is primarily due to stronger than expected asset performance in 2025 and lower discount rates.

The expected decrease in postretirement expense is primarily due to favorable claims experience and demographic assumption updates to better reflect anticipated experience for the plans.

We anticipate that contributions totaling approximately $3.9 million to the funded pension plans will be required during 2026, and we do not anticipate making a discretionary contribution.

4 unchanged sentences

Our accounting policy for environmental compliance costs is a critical accounting policy because it involves the use of significant estimates and assumptions and requires considerable management judgment.

HOW WE ACCOUNT FOR ENVIRONMENTAL COSTS

To account for environmental costs, we:

54 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-K

Item 7. Management’s Discussion and Analysis