What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-19 compared with 2025-02-20 · 237 added, 262 removed, 1550 unchanged (24% of the section changed)

26 unchanged sentences

The groundwater treatment system for the Hewitt Landfill on-site remediation is fully operational and the anticipated costs have been fully accrued for based on facts and circumstances known to the Company at this time.

The Company has disclosed facts and circumstances that led to the accrual and the inherent uncertainty that exists in the timing and recognition of potential incremental responsibility or share of costs for the Hewitt Landfill on-site remediation or the NHOU.

At this time, the Company cannot reasonably estimate a range of loss pertaining to LADWP’s potential contribution claim.

Due to these uncertainties, future amounts recorded related to the ultimate resolution of claims and assessments could cause actual losses to differ materially from accrued costs.

We identified the Hewitt Landfill and NHOU (collectively the “Hewitt Landfill Environmental Matter” or “the Matter”) as a critical audit matter because evaluating the estimate of the liability and the extent and sufficiency of related disclosures is subjective in nature and as such requires an increased extent of effort, involves especially subjective auditing judgments, and requires the involvement of our environmental specialists.

We identified the Hewitt Landfill and NHOU (collectively the “Hewitt Landfill Environmental Matter” or “the Matter”) as a critical audit matter because evaluating management’s assertion that they are unable to reasonably estimate a range of loss pertaining to LADWP’s potential contribution claim or potential work completed at the direction of the EPA and the extent and sufficiency of related disclosures is subjective in nature and as such requires an increased extent of effort, involves especially subjective auditing judgments, and requires the involvement of our environmental specialists.

How the Critical Audit Matter Was Addressed in the Audit

3 unchanged sentences

• Independently obtaining and reading correspondence from the EPA, RWQCB and LADWP regarding the Hewitt Landfill Environmental Matter.

▪ Obtaining an understanding of the change in estimate of remediation costs, as applicable, and performing procedures to evaluate the appropriateness and sufficiency of the estimate at year-end.

• Evaluating the environmental obligation recognition benchmarks against the recognized loss accruals and management’s ability to reasonably estimate further losses.

• Performing a search of environmental records in the public domain from independently and nationally recognized resources.

17 unchanged sentences

Operating earnings 1,619.6 1,364.5 1,427.4

Other nonoperating income (expense), net ( 22.1 ) ( 2.7 ) 5.1

Other nonoperating expense, net

( 3.2 ) ( 22.1 ) ( 2.7 )

Interest income 13.4 20.9 16.5

14 unchanged sentences

Amortization of accumulated benefit plan costs 4.0 5.0 5.1

Other comprehensive income (loss) 16.4 10.9 ( 2.0 )

Other comprehensive income 1.8 16.4 10.9

Comprehensive income 1,079.9 929.5 945.8

22 unchanged sentences

Other current assets 101.8 90.8

Assets held for sale

Total current assets 2,567.9 2,265.7

11 unchanged sentences

Other current liabilities 332.8 276.2

Liabilities held for sale 29.3 0.0

Total current liabilities 956.1 1,239.1

8 unchanged sentences

Other commitments and contingencies (Note 12)

Common stock, $ 1 par value, Authorized 480.0 shares,

Outstanding 132.1 and 132.1 shares, respectively

Common stock, $ 1 par value, Authorized 480.0 shares, Outstanding 130.6 and 132.1 shares, respectively

Capital in excess of par value 2,930.0 2,900.1

14 unchanged sentences

Depreciation, depletion, accretion and amortization 748.5 632.2 617.0

Loss on impairments 86.6 28.3 67.9

Noncash operating lease expense 54.2 51.4 53.9

Net gain on sale of property, plant & equipment and businesses ( 52.4 ) ( 52.3 ) ( 76.4 )

Loss on impairments 0.0 86.6 28.3

Contributions to pension plans ( 14.6 ) ( 8.7 ) ( 7.4 )

48 unchanged sentences

Share-based compensation plans, net of shares withheld for taxes

0.2 0.2 ( 22.0 ) 0.0 0.0 ( 21.8 ) 0.0 ( 21.8 )

Purchase and retirement of common stock ( 1.0 ) ( 1.0 ) 0.0 ( 201.5 ) 0.0 ( 202.5 ) 0.0 ( 202.5 )

Share-based compensation expense 0.0 0.0 63.2 0.0 0.0 63.2 0.0 63.2

1 unchanged sentence

Other comprehensive income (loss) 0.0 0.0 0.0 0.0 10.9 10.9 0.0 10.9

Distribution to noncontrolling interest 0.0 0.0 0.0 0.0 0.0 0.0 ( 0.8 ) ( 0.8 )

Other 0.0 0.0 ( 0.1 ) 0.3 0.0 0.2 0.0 0.2

27 unchanged sentences

British Columbia, Canada;

Puerto Cortés, Honduras;

and Quintana Roo, Mexico (see Note 12 , NAFTA Arbitration).

and previously Puerto Cortés, Honduras and Quintana Roo, Mexico (see Note 12 , NAFTA Arbitration).

Our primary focus is serving metropolitan markets in the United States that are expected to experience the most significant growth in population, households and employment.

12 unchanged sentences

Our discontinued operations include charges related to general and product liability costs, including legal defense costs, and environmental remediation costs associated with our former Chemicals business (including certain matters as discussed in Note 12 ).

In addition, 2022 includes a $ 15.3 million charge for a litigation matter.

There were no revenues from discontinued operations for the years presented.

70 unchanged sentences

Prepaid Software as a Service

Prepaid software as a service (SaaS) implementation costs of $ 17.7 million are reflected in other noncurrent assets as of December 31, 2024 (there were no related prepaid implementation costs prior to 2024).

We recorded prepaid SaaS costs of $ 19.4 million for the year ended December 31, 2024 which are recognized as service expense on a straight-line basis over 7 years.

Service expense related to prepaid SaaS implementation costs was $ 1.7 million for the year ended December 31, 2024.

Software as a service (SaaS) implementation costs of $ 15.0 million and $ 19.4 million were recognized as prepaid assets for the years ended December 31, 2025 and 2024, respectively.

Prepaid SaaS assets (reflected in Other noncurrent assets) totaled $ 29.6 million and $ 17.7 million at December 31, 2025 and 2024, respectively.

Service expense related to prepaid SaaS implementation costs (recognized on a straight-line basis over 7 years) was $ 3.1 million and $ 1.7 million for the years ended December 31, 2025 and 2024, respectively (there were no prepaid SaaS assets or related service expense in 2023).

Repair and Maintenance

55 unchanged sentences

Level 2 Fair Value

Interest rate swaps $ 0.0 $ ( 0.3 )

Money market mutual fund 2.1 0.3

3 unchanged sentences

The Level 1 investments include mutual funds for which quoted prices in active markets are available.

Level 2 investments are stated at estimated fair value based on the underlying investments in the fund (high-quality, short-term, U.S.

dollar-denominated money market instruments).

Level 2 investments are stated at estimated fair value based on the underlying investments in the fund (high-quality, short-term money market instruments).

Net gains (losses) of the Rabbi Trusts’ investments were $ 3.4 million, $( 0.4 ) million and $ 3.0 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The portions of the net gains (losses) related to investments still held by the Rabbi Trusts at December 31, 2025, 2024 and 2023 were $ 0.8 million, $( 0.6 ) million and $ 3.1 million, respectively.

Interest rate swaps are measured at fair value using quoted market prices or pricing models that use prevailing market interest rates as of the measurement date.

These interest rate swaps are more fully described in Note 5 .

The carrying values of our cash equivalents, restricted cash, accounts and notes receivable, short-term debt, trade payables and accruals, and all other current liabilities approximate their fair values because of the short-term nature of these instruments.

3 unchanged sentences

The estimated fair value (Level 1 fair value measurement) was determined based on the expected proceeds from the probable sale of the disposal group.

See below for a related goodwill impairment charge in 2022 and Note 19 for additional discussion of the disposal of the net assets.

See Note 19 for additional discussion of the disposal of the net assets.

Goodwill Impairment

13 unchanged sentences

However, if the carrying value of a reporting unit exceeds its fair value, we recognize an impairment loss equal to that excess.

During the third quarter of 2024, we determined that a triggering event occurred with respect to a reporting unit that includes concrete operations acquired from U.S.

Concrete in 2021.

There were no charges for goodwill impairment in the years ended December 31, 2025 or December 31, 2023.

During the third quarter of 2024, we determined that a triggering event occurred with respect to one of our Concrete segment reporting units.

Based on an interim goodwill impairment test, we determined that the estimated fair value of this reporting unit was less than its carrying value.

As a result, we recorded a $ 86.6 million interim goodwill impairment loss.

In addition, during the third quarter of 2022, we recorded an interim goodwill impairment loss of $ 50.9 million related to the fourth quarter sale of a reporting unit comprised of concrete operations in New Jersey, New York and Pennsylvania (see Note 19 for additional information).

There were no charges for goodwill impairment in the year ended December 31, 2023.

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

We estimate the fair values of the reporting units using both an income approach (which involves discounting estimated future cash flows) and a market approach (which involves the application of revenue and EBITDA multiples of comparable companies).

14 unchanged sentences

As of December 31, 2025, net property, plant & equipment represents 49 % of total assets while net other intangible assets represents 9 % of total assets.

As previously noted, during the third quarter of 2023, we recorded a $ 28.3 million loss on impairment of long-lived assets related to the fourth quarter sale of concrete operations in Texas.

In addition, during the third quarter of 2022, we recorded a $ 16.9 million loss on impairment of long-lived assets related to the fourth quarter sale of concrete operations in New Jersey, New York and Pennsylvania.

See Note 19 for divestiture information and Note 18 for a related goodwill impairment charge in 2022.

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

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

As previously noted, during the third quarter of 2023, we recorded a $ 28.3 million loss on impairment of long-lived assets classified as held for sale which were subsequently sold during the fourth quarter of 2023 (see Note 19 for further information).

For additional information about long-lived assets and intangible assets, see Note 4 and Note 18 , respectively.

85 unchanged sentences

Recognition (Years)

Stock-Only Stock Appreciation Rights (SOSARs)

Performance shares 19.5 1.7

1 unchanged sentence

Total/weighted-average $ 37.9 1.7

1 Stock-Only Stock Appreciation Rights (SOSARs)

Pretax compensation expense related to our employee share-based compensation awards and related income tax benefits for the years ended December 31 are summarized below:

64 unchanged sentences

Reclassifications

As a result of a first quarter 2024 change in our internal management reporting structure, prior period segment information has been revised to conform to our current segment reporting structure.

This change had no impact on our prior consolidated results of operations, financial position or cash flows (refer to Note 15 for further information).

Capitalized quarry development costs of $ 168.3 million at December 31, 2024 were reclassified from Other noncurrent assets to Other intangible assets, net in our Consolidated Balance Sheet to conform to our current presentation.

NEW ACCOUNTING STANDARDS

Accounting Standards Recently Adopted

During the fourth quarter of 2024, we adopted Accounting Standards Update (ASU) 2023-07, “Segment Reporting – Improvements to Reportable Segment Disclosures,” which resulted in enhanced disclosures related to significant segment expenses and a description of how the chief operating decision maker utilizes segment operating profit or loss to assess segment performance (see Note 15 ).

During the fourth quarter of 2025, we adopted Accounting Standards Update (ASU) 2023-09, “Income Taxes – Improvements to Income Tax Disclosures,” which resulted in disclosure of specific categories and disaggregation of information in the rate reconciliation table and expanded disclosures related to income taxes paid.

We have applied this standard retrospectively to all periods presented (see Note 9 ).

Accounting Standards Pending Adoption

In December 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-09, “Income Taxes – Improvements to Income Tax Disclosures,” which requires disclosure of specific categories and disaggregation of information in the rate reconciliation table and expands disclosures related to income taxes paid.

The new standard is effective for fiscal years beginning after December 15, 2024 and is to be applied prospectively.

We are assessing the effect of this ASU on our disclosures that will be included in our Form 10-K for the year ending December 31, 2025.

In November 2024, the FASB issued ASU 2024-03, "Disaggregation of Income Statement Expenses," which requires disaggregated disclosure of prescribed expense categories within relevant income statement captions.

In November 2024, the Financial Accounting Standards Board (FASB) issued ASU 2024-03, "Disaggregation of Income Statement Expenses," which requires disaggregated disclosure of prescribed expense categories within relevant income statement captions.

The new standard is effective for fiscal years beginning after December 15, 2026 and is to be applied prospectively.

We are assessing the effect of this ASU on our consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, "Targeted Improvements to the Accounting for Internal-Use Software," which clarifies and modernizes the accounting for costs related to internal-use software.

The standard removes software development project stages and requires companies to capitalize costs when both 1) management authorizes or commits to funding a software project and 2) it is probable that the project will be completed and the software will be used to perform the function intended.

The new standard is effective for fiscal years beginning after December 15, 2027 and can be applied using either a prospective, modified or retrospective transition approach.

We are assessing the effect of this ASU on our consolidated financial statements and related disclosures.

Total revenues are primarily derived from our product sales of aggregates (crushed stone, sand and gravel, sand and other aggregates), asphalt mix and ready-mixed concrete, and include freight & delivery costs that we pass along to our customers to deliver these products.

54 unchanged sentences

Future revenues from unsatisfied performance obligations (including contracts with an expected duration of 1 year or less) at December 31, 2025, 2024 and 2023 were $ 189.1 million, $ 159.0 million and $ 137.0 million, respectively.

The remaining period to complete the obligations remaining at December 31, 2024 ranged from 1 month to 48 months.

The remaining period to complete the obligations at December 31, 2025 ranged from 1 month to 31 months.

Our construction contracts are unit priced, and an account receivable is recorded for amounts invoiced based on actual units produced.

21 unchanged sentences

Based on expected sales from the specified quarries, we expect to recognize $ 7.5 million of VPP deferred revenue as income in 2026 (reflected in other current liabilities in our December 31, 2025 Consolidated Balance Sheet).

Inventories at December 31 are as follows:

Inventories at December 31 (which exclude assets classified as held for sale as detailed in Note 19 ) are as follows:

in millions 2025 2024

21 unchanged sentences

PROPERTY, PLANT & EQUIPMENT

Balances of major classes of assets and allowances for depreciation, depletion and amortization at December 31 are as follows:

Balances of major classes of assets and allowances for depreciation, depletion and amortization at December 31 (which exclude assets classified as held for sale as detailed in Note 19 ) are as follows:

in millions 2025 2024

18 unchanged sentences

We do not use derivative instruments for trading or other speculative purposes.

In March 2023, we issued $ 550.0 million of 5.80 % fixed-rate debt maturing in March 2026.

Concurrently, we entered into fixed-to-floating interest rate swap agreements designated as fair value hedges in the amount of $ 550.0 million.

These swap agreements terminated in March 2024, coinciding with the redemption of the debt.

The changes in the fair value of these swaps designated as fair value hedges were recorded in interest expense and were perfectly offset by changes in the fair value of the related debt also recorded in interest expense.

These swaps were recognized at fair value in the accompanying Consolidated Balance Sheets at December 31 as follows:

in millions Balance Sheet Location 2024 2023

Fair Value Hedges 1

Interest rate swaps Other noncurrent assets $ 0.0 $ 3.9

Interest rate swaps Other current liabilities 0.0 ( 4.2 )

Interest rate swaps net liability $ 0.0 $ ( 0.3 )

1 See Note 1 under the caption “Fair Value Measurements” for further discussion of fair value determination.

In 2007, 2018 and 2020, we entered into interest rate locks of future debt issuances to hedge the risk of higher interest rates.

In prior periods, we entered into interest rate locks of future debt issuances to hedge the risk of higher interest rates.

These interest rate locks were designated as cash flow hedges.

2 unchanged sentences

in millions Income Statement Location 2025 2024 2023

Cash Flow Hedges

Loss reclassified from AOCI Interest expense $ ( 2.4 ) $ ( 2.2 ) $ ( 2.1 )

6 unchanged sentences

Total short-term debt $ 0.0 $ 0.0

Bank line of credit expires 2029 1

Commercial paper expires 2029 1

4.50 % notes due 2025

$ 0.0 $ 550.0

19 unchanged sentences

Unamortized discounts and debt issuance costs ( 78.5 ) ( 83.7 )

Fair value adjustments 2

Total long-term debt - book value $ 4,362.1 $ 5,307.4

2 unchanged sentences

Estimated fair value of long-term debt $ 4,333.3 $ 4,762.6

1 Borrowings on the bank line of credit and commercial paper are classified as short-term if we intend to repay within twelve months and as long-term if we have the intent and ability to extend payment beyond twelve months.

2 See Note 5 for additional information on our fair value hedging strategy.

Borrowings on the bank line of credit and commercial paper are classified as long-term if we have the intent and ability to extend payment beyond twelve months.

Discounts and debt issuance costs are amortized using the effective interest method over the terms of the respective notes resulting in $ 5.2 million and $ 11.4 million of net interest expense for these items for 2025 and 2024, respectively.

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.

10 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 $ 550.0 million of 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 Corporation (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.

The total scheduled (principal and interest) debt payments, excluding the line of credit, for the five years subsequent to December 31, 2025 are as follows:

15 unchanged sentences

Our portfolio of nonmineral leases is composed of leases for real estate (including office buildings, aggregates sales yards and terminals, and concrete and asphalt sites) and equipment (including railcars and rail track, barges, and office, plant and mobile equipment).

Lease right-of-use (ROU) assets and liabilities reflected on our December 31 balance sheets and the weighted-average lease terms and discount rates are as follows:

Lease right-of-use (ROU) assets and liabilities reflected on our December 31 balance sheets (which exclude assets and liabilities classified as held for sale as detailed in Note 19 ) and the weighted-average lease terms and discount rates are as follows:

dollars in millions Classification on the Balance Sheet 2025 2024

19 unchanged sentences

Our lease agreements do not contain material residual value guarantees, restrictive covenants or early termination options.

In addition to the lease assets and liabilities presented in the table above, we entered into an agreement to lease a terminal in California and expect to have all permits in place associated with all lease commencement options by the second quarter of 2025.

Our building leases have remaining noncancelable periods of 0 - 19 years and lease terms (including options to extend) of 0 - 25 years.

22 unchanged sentences

The significant majority of our short-term lease cost presented in the table below is derived from office and plant equipment leases with terms of 1 year or less.

The components of lease expense for the years ended December 31, 2024, 2023 and 2022 are as follows:

The components of lease expense are as follows:

in millions 2025 2024 2023

7 unchanged sentences

Sublease income ( 3.1 ) ( 2.8 ) ( 3.4 )

Sale and leaseback gain ( 4.6 ) 0.0 0.0

Total lease expense $ 149.5 $ 150.5 $ 161.7

22 unchanged sentences

Total accrued environmental remediation costs $ 54.1 $ 56.2

The long-term portion of the accruals noted above is included in other noncurrent liabilities in the accompanying Consolidated Balance Sheets and amounted to $ 42.5 million and $ 28.0 million at December 31, 2024 and 2023, respectively.

The $ 14.5 million increase relates to environmental matters associated with divested operations.

The long-term portion of the accruals noted above is included in O ther noncurrent liabilities in the accompanying Consolidated Balance Sheets and amounted to $ 40.9 million and $ 42.5 million at December 31, 2025 and 2024, respectively.

The short-term portion of these accruals is included in Other current liabilities in the accompanying Consolidated Balance Sheets.

1 unchanged sentence

Concrete, Florida Rock, Tarmac and CalMat facilities acquired in 2021, 2007, 2000 and 1999, respectively.

The balances noted above for the former Chemicals business relate to retained environmental remediation costs from the 2003 sale of the Performance Chemicals business and the 2005 sale of the Chloralkali business.

The balances noted above for the former Chemicals business relate to retained environmental remediation costs from the 2005 sale of our Chemicals business to Occidental Chemical Corporation.

Refer to Note 12 for additional discussion of contingent environmental matters.

20 unchanged sentences

dollars in millions 2025 2024 2023

Income tax expense at the federal statutory tax rate $ 246.1 21.0 % $ 261.5 21.0 % $ 165.5 21.0 %

Income tax expense / Federal statutory tax rate $ 291.9 21.0 % $ 246.1 21.0 % $ 261.5 21.0 %

Expense (Benefit) from Income Tax Differences

Statutory depletion ( 41.0 ) ( 3.5 %) ( 39.0 ) ( 3.1 %) ( 30.6 ) ( 3.9 %)

State and local income taxes, net of federal income tax benefit 51.4 4.4 % 48.7 3.9 % 37.5 4.8 %

Nondeductible goodwill 16.2 1.4 % 16.2 1.3 % 10.7 1.4 %

Valuation allowance 0.1 0.0 % 10.3 0.8 % 14.5 1.8 %

Deferred tax rate remeasurement

State & local income taxes, net of federal Income tax effect 1

$ 54.4 3.9 % 24.7 2.1 % 49.0 3.9 %

Other, net 0.5 0.0 % 1.7 0.1 % ( 4.6 ) ( 0.6 %)

Foreign tax effects

( 1.1 ) ( 0.1 %) 6.3 0.5 % 9.2 0.7 %

Effect of cross-border tax laws 0.3 0.0 % 1.0 0.1 % 1.2 0.1 %

Tax credits ( 3.6 ) ( 0.3 %) ( 4.2 ) ( 0.4 %) ( 1.9 ) ( 0.2 %)

Nontaxable or nondeductible items

Tax benefit of depletion ( 43.1 ) ( 3.1 %) ( 39.9 ) ( 3.4 %) ( 38.9 ) ( 3.1 %)

Impairment 0.1 0.0 % 16.2 1.4 % 16.2 1.3 %

Other 10.9 0.8 % 3.8 0.3 % 5.5 0.5 %

Changes in unrecognized tax benefits ( 2.3 ) ( 0.1 %) ( 2.5 ) ( 0.2 %) ( 2.7 ) ( 0.2 %)

Other adjustments 0.0 0.0 % ( 0.1 ) 0.0 % 0.3 0.0 %

Total income tax expense / Effective tax rate $ 307.5 22.1 % $ 251.4 21.4 % $ 299.4 24.0 %

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.

As a result, we remeasured our deferred tax liabilities and recorded a tax benefit of $ 21.9 million.

The following states comprised the majority (greater than 50%) of the tax effect in this category for the years ending December 31:

California, Georgia and Virginia

California and Georgia

Income taxes paid (net of refunds received) consists of the following:

in millions 2025 2024 2023

Income taxes paid (net of refunds received)

Federal taxes paid $ 226.7 $ 208.3 $ 235.8

State taxes paid

California 22.2 17.8 15.9

All other states 40.2 46.7 38.9

Foreign taxes paid 1.6 7.0 1.1

Total $ 290.7 $ 279.8 $ 291.7

Deferred taxes on the balance sheet result from temporary differences between the amount of assets and liabilities recognized for financial reporting and tax purposes.

6 unchanged sentences

Incentive compensation 55.3 52.4

State bonus depreciation 55.7 54.7

Capitalized research expenditures

Foreign net operating losses

Employee benefits 23.8 22.2

10 unchanged sentences

Deferred income tax liability, net $ 1,358.3 $ 1,336.5

The December 31, 2024 net deferred tax liability reflects a $ 307.6 million increase from the prior year.

This increase includes a net deferred tax liability of $ 311.2 million related to our acquisition of Wake Stone, reflecting book over tax basis differences, of which $ 328.9 million relates to property, plant and equipment.

At December 31, 2025, we have Alabama state NOL carryforward deferred tax assets of $ 57.6 million, against which we have a valuation allowance of $ 42.7 million.

$ 4.9 million of the Alabama NOL carryforward expired in 2024, resulting in additional tax expense of $ 1.3 million over the previous amount of valuation allowance recorded.

We expect $ 8.2 million of the Alabama NOL carryforward to expire in 2025, resulting in additional tax expense of $ 0.2 million over the previous amount of valuation allowance recorded.

Almost all of the remaining Alabama NOL carryforward would expire between 2025 and 2029 if not utilized.

1 unchanged sentence

In 2025, Calica had deferred tax assets (including NOLs) of $ 37.3 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.

As a result, we recorded a charge to increase the valuation allowance by $ 0.1 million to $ 27.5 million in 2024.

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

$ 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.

The Calica NOL deferred tax asset carryforward of $ 30.4 million would expire between 2032 and 2035 if not utilized.

2 unchanged sentences

The IRA introduced a corporate alternative minimum tax ("CAMT") of 15% applicable to corporations with adjusted financial statement income in excess of $1 billion, as well as certain climate-related tax provisions.

We were not subject to CAMT in 2023 or in 2024.

The Organization for Economic Co-operation and Development (OECD) has developed a framework to enact a two-pillar solution to address the challenges arising from the digitization of a global economy.

Pillar Two introduced a global minimum effective tax rate where multinational groups with consolidated revenue over €750.0 million are subject to a minimum effective tax rate of 15% on income arising in low-tax jurisdictions.

Pillar Two legislation has been enacted in certain jurisdictions in which we operate and it was effective on January 1, 2024.

Most jurisdictions in which we operate have tax rates in excess of 15%.

However, our operations in the Bahamas are not eligible for transitional safe harbor relief, and we have reflected an immaterial amount of Pillar Two tax in our effective tax rate for 2024.

We were not subject to CAMT in 2023, 2024 or 2025.

In July 2025, President Trump signed into law H.R.1 - One Big Beautiful Bill Act ("OBBBA").

The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing and an increased business interest expense limitation, as well as certain modifications to the international tax framework.

Changes in tax rates and laws on deferred tax balances are recognized in the period in which the legislation is enacted.

Consequently, we have evaluated our deferred tax balances and incorporated all applicable changes required into our financial statements as a result of the OBBBA for the year ended December 31, 2025.

The results include an increase to our deferred tax liability and a reduction to income taxes payable related to the provisions for 100% bonus depreciation and full expensing of domestic research expenditures.

No material changes to our effective tax rate resulted from the OBBBA.

We consider the undistributed earnings, if any, related to the investment in our Canadian and Honduran subsidiaries and Canadian investment in its U.S.

5 unchanged sentences

in millions 2025 2024 2023

Unrecognized tax benefits as of January 1 $ 21.0 $ 18.7 $ 10.8

Unrecognized Tax Benefits

Balance as of January 1 $ 24.9 $ 21.0 $ 18.7

Increases for tax positions related to

5 unchanged sentences

Expiration of applicable statute of limitations ( 3.8 ) ( 3.3 ) ( 2.3 )

Unrecognized tax benefits as of December 31 $ 24.9 $ 21.0 $ 18.7

Balance as of December 31 $ 25.9 $ 24.9 $ 21.0

We classify interest and penalties recognized on the liability for unrecognized tax benefits as income tax expense.

2 unchanged sentences

Our liability for unrecognized tax benefits at December 31 in the table above includes $ 24.8 million, $ 23.7 million and $ 19.8 million in 2025, 2024 and 2023, respectively, that would affect the effective tax rate if recognized.

We anticipate no single tax position generating a significant increase or decrease in our liability for unrecognized tax benefits within 12 months of this reporting date.

We file income tax returns in U.S.

federal, various state and foreign jurisdictions.

With few exceptions, we are no longer subject to U.S.

federal, various state and foreign jurisdictions and are routinely examined by various taxing authorities.

In the first quarter of 2024, we were notified that our Mexican subsidiary, Calica, is under examination by the Mexican Servicio de Adminstración (“SAT”) for tax year 2018, and in the first quarter of 2025, SAT expanded the examination to tax year 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.

Calica filed its request and received acceptance for a conclusive agreement (mediation) to address the audit findings.

The deadline to settle any audit findings through mediation is December 2026.

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.

Aside from Mexico and a few other exceptions, we are no longer subject to U.S.

federal, state or foreign exams by tax authorities for years prior to 2022.

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Total amount recognized $ 158.1 $ 153.1

The decrease in actuarial loss as of December 31, 2024 was primarily attributable to the increase in discount rates compared with the prior year.

The increase in actuarial loss as of December 31, 2025 was primarily attributable to the decrease in discount rates for the plans and updates to the demographic assumptions, including mortality tables.

The following table sets forth the pension plans for which their accumulated benefit obligation (ABO) or projected benefit obligation (PBO) exceeds the fair value of their respective plan assets at December 31:

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Fair value of assets 151.5 135.8

The following table sets forth the components of net periodic benefit cost, amounts recognized in other comprehensive income and weighted-average assumptions of the plans at December 31:

The following table sets forth the components of net periodic benefit cost, amounts recognized in other comprehensive income and weighted-average assumptions of the plans for the years ended December 31:

dollars in millions 2025 2024 2023

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Discount rate — service cost 5.80 % 5.10 % 5.29 %

5.10 % 5.29 % 3.17 %

Discount rate — interest cost 5.37 % 4.90 % 5.09 %

Expected return on plan assets 5.90 % 4.85 % 4.85 %

4.85 % 4.85 % 4.00 %

Weighted-average assumptions used to determine benefit obligation at December 31

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This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV.

The private partnerships category consists primarily of secondary private equity funds and mezzanine debt funds.

The private partnerships category consists primarily of secondary private equity funds.

The NAV of these investments has been estimated based on methods employed by the general partners, including reference to third-party transactions and valuations of comparable companies.

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2026 (estimated) 7.7

For our qualified pension plans, we made a contribution of $ 2.0 million in 2024 and made no contributions during 2023 and 2022.

For our qualified pension plans, we made contributions of $ 10.9 million and $ 2.0 million in 2025 and 2024, respectively, and made no contribution during 2023.

We anticipate making a $ 3.9 million contribution to our qualified pension plans in 2026.

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Interest cost 2.2 2.2

Actuarial (gain) loss ( 3.0 ) 3.6

Actuarial gain

( 4.5 ) ( 3.0 )

Benefits paid ( 3.0 ) ( 3.4 )

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Total amount recognized $ ( 9.9 ) $ ( 4.8 )

The increase in actuarial gain as of December 31, 2024 was primarily attributable to the increase in discount rates and favorable claims experience for the plans compared with the prior year.

The following table sets forth the components of net periodic benefit cost, amounts recognized in other comprehensive income, weighted-average assumptions and assumed trend rates of the plans at December 31:

The increase in actuarial gain as of December 31, 2025 was primarily attributable to favorable claims experience and demographic assumption updates to better reflect anticipated experience for the plans.

dollars in millions 2025 2024 2023

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Interest cost 2.2 2.2 2.0

Amortization of prior service cost (credit) 1.4 1.4 ( 0.3 )

Amortization of prior service cost

Amortization of actuarial gain ( 0.9 ) ( 0.7 ) ( 1.5 )

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Net actuarial (gain) loss $ ( 4.6 ) $ ( 3.0 ) $ 3.6

Reclassification of prior service (cost) credit ( 1.4 ) ( 1.4 ) 0.3

Reclassification of prior service cost

( 1.4 ) ( 1.4 ) ( 1.4 )

Reclassification of actuarial gain 0.9 0.7 1.5

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Discount rate — service cost 5.64 % 4.96 % 5.15 %

4.96 % 5.15 % 2.89 %

Discount rate — interest cost 5.23 % 4.85 % 5.03 %

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2026 (estimated) 4.3

The employer contributions shown above are equal to the cost of benefits during the year.

The employer contributions shown above are equal to the benefits paid during the year.

The plans are not funded and are not subject to any regulatory funding requirements.

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• PBO for various plans – ranged from 4.65 % to 5.58 % (December 31, 2024 ranged from 5.25 % to 5.73 %)

▪ Service cost – weighted average of 5.10 % and 4.96 % for our pension plans and our other postretirement plans, respectively

(2023 figures were 5.29 % and 5.15 %, respectively)

▪ Interest cost – weighted average of 4.90 % and 4.85 % for our pension plans and our other postretirement plans, respectively

(2023 figures were 5.09 % and 5.03 %, respectively)

• Service cost – weighted average of 5.54 % and 5.80 % for our pension plans and our other postretirement plans, respectively (2024 figures were 5.10 % and 4.96 %, respectively)

• Interest cost – weighted average of 5.07 % and 5.47 % for our pension plans and our other postretirement plans, respectively (2024 figures were 4.90 % and 4.85 %, respectively)

In selecting the rate of increase in the per capita cost of covered healthcare benefits, we consider past performance and forecast of future healthcare cost trends.

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Defined Contribution Plans

In addition to our pension and postretirement plans, we sponsor seven defined contribution plans.

In addition to our pension and postretirement plans, we sponsor six defined contribution plans.

Substantially all salaried and non-union hourly employees are eligible to be covered by one of these plans.

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Share-Based Compensation Plans

Our 2016 Omnibus Long-term Incentive Plan (Plan) authorizes the granting of performance shares, restricted shares, Stock-Only Stock Appreciation Rights (SOSARs) and other types of share-based awards to key salaried employees and nonemployee directors.

Our 2025 Omnibus Long-Term Incentive Plan (Plan), which became effective in May 2025 and replaced our 2016 Omnibus Long-Term Incentive Plan, authorizes the granting of performance shares, restricted shares, Stock-Only Stock Appreciation Rights (SOSARs) and other types of share-based awards to key salaried employees and nonemployee directors.

The maximum number of shares that may be issued under the Plan is 8,200,000 , of which 8,165,125 shares remain under this authorization as of December 31, 2025.

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Expense provisions referable to restricted share awards amounted to $ 20.4 million, $ 15.1 million and $ 16.5 million in 2025, 2024 and 2023, respectively.

The fair value of restricted shares is estimated as of the date of grant based on the stock price adjusted for dividends foregone (for restricted share units that do not accrue dividends).

The fair value of restricted shares is estimated as of the date of grant based on the stock price adjusted for dividends foregone.

The following table summarizes the activity for nonvested restricted share units during the year ended December 31, 2025:

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As summarized by purpose in Note 6 , our standby letters of credit totaled $ 28.3 million as of December 31, 2025.

As outlined in Note 7 , our present value of future minimum (nonmineral) lease payments totaled $ 591.1 million as of December 31, 2024.

As outlined in Note 7 , our present value of future minimum lease payments totaled $ 577.9 million as of December 31, 2025.

As described in Note 9 , our liability for unrecognized tax benefits is $ 25.9 million as of December 31, 2025.

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This voluntary allocation process established an impartial third-party expert recommendation for use by the government and the participants as the basis of possible settlements, including settlements related to future remediation actions.

The final allocation recommendations, which are subject to confidentiality provisions, were submitted to the EPA for its review and consideration in late December 2020.

The final allocation recommendations, which are subject to confidentiality provisions, were submitted to the EPA for its review and consideration in December 2020.

Certain PRPs, including Vulcan, thereafter received a joint confidential settlement demand from the EPA/Department of Justice (DOJ).

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The court granted the motion to enter the Consent Decree in December 2024.

Occidental thereafter filed an appeal challenging the entry of the Consent Decree.

The appeal remains pending.

Vulcan’s portion of the settlement is within the immaterial loss recorded for this matter in 2015.

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Other lawsuits, including class action litigation, were filed in the United States District Court for the Eastern District of Louisiana in New Orleans.

In these lawsuits, the main plaintiffs sued numerous defendants, including Texas Brine, Occidental and Vulcan, alleging various damages including, but not limited to, property damages;

a claim by the State of Louisiana for response costs and civil penalties;

physical damages to oil and gas pipelines and storage facilities (pipelines);

and business interruption losses.

All such claims have been settled except for the claims by the State of Louisiana.

In these lawsuits, the main plaintiffs sued numerous defendants, including Texas Brine, Occidental and Vulcan.

All of these lawsuits have been settled except for a lawsuit brought by the State of Louisiana.

Our insurers to date have funded these settlements in excess of our self-insured retention amount.

Additionally, Texas Brine, Occidental and Vulcan sued each other in various state and federal court forums.

Vulcan and Occidental have since dismissed all of their claims against one another;

Texas Brine and Occidental have settled their claims against each other;

and Texas Brine’s and Vulcan’s claims against each other are pending in state and federal court.

In general, Texas Brine alleges that the sinkhole was caused, in whole or in part, by our negligent or fraudulent actions or failure to act;

that we breached the salt lease with Occidental, as well as an operating agreement and related contracts with Texas Brine;

that we were strictly liable for certain property damages in our capacity as a former lessee of the salt lease;

and that we violated the agreement under which we sold our Chemicals Division to Occidental.

Texas Brine’s claims against Vulcan include claims for past and future response costs, lost profits and investment costs, indemnity payments, attorneys’ fees, other litigation costs, and judicial interests.

Texas Brine also recently filed a lawsuit against Vulcan seeking indemnity for potential exposure Texas Brine may have to Occidental in the related arbitration, the State of Louisiana, and for ongoing and future Louisiana regulatory matters.

In August 2022, we removed the lawsuit to federal court.

The state court held a joint bench trial (judge only) in 2017 in three cases brought by pipeline companies claiming damages to their facilities as a result of the sinkhole.

This “Phase 1” trial was limited in scope to comparative fault and liability for causing the sinkhole.

In December 2017, the trial court issued a ruling allocating fault as follows:

Occidental 50 %, Texas Brine (and its wholly-owned subsidiary) 35 % and Vulcan 15 %.

In December 2020, the Louisiana Court of Appeal, First Circuit reversed the judgment in part in one of the three jointly tried cases, allocating 55 % of the fault to Texas Brine (and its wholly-owned subsidiary);

30 % to Occidental;

and affirming the 15 % fault allocation to Vulcan.

In May 2021 and April 2022, the Court of Appeal issued judgments in the other two pipeline cases, adopting the same fault allocation.

The Louisiana Supreme Court has declined to review the judgments, resulting in final judgments regarding fault allocations in those matters.

In the second quarter of 2022, we recorded an immaterial loss related to the claims brought by Texas Brine.

In August 2022, Vulcan and Texas Brine commenced a joint “Phase 2” bench trial in the same three pipeline cases where fault was allocated.

Prior to trial, the trial court granted various motions by Vulcan seeking dismissal of Texas Brine’s contract-based claims and hundreds of millions of dollars in alleged damages.

Thus, the Phase 2 trial addressed the claims that remained pending between Texas Brine and Vulcan after that motion practice.

During the Phase 2 trial, Texas Brine and Vulcan reached a negotiated joint stipulation as to the amount of Texas Brine’s damages for its surviving tort claims at issue in the trial.

After applying Vulcan’s 15 % fault allocation, Vulcan’s stipulated financial responsibility for the damages at issue in the trial is within the immaterial loss recorded during the second quarter of 2022.

I n December 2022, the trial court entered a judgment in the pipeline cases reflecting this stipulation.

Texas Brine moved to assess all trial costs against Vulcan.

Texas Brine and Vulcan thereafter reached a settlement, wherein Vulcan agreed to pay a portion of Texas Brine's trial costs, the amount of which was within the remaining immaterial loss recorded in the second quarter of 2022.

The December 2022 Phase 2 judgment did not address numerous of Texas Brine’s claims seeking hundreds of millions of dollars in damages that were dismissed prior to trial.

Texas Brine appealed those judgments.

In December 2024, the Court of Appeal affirmed the dismissal of most of those damage claims but remanded the dispute to the District Court for further adjudication of an indemnity claim under one of the agreements.

We cannot at this time reasonably estimate the range of liability, if any, that could result from Texas Brine's indemnity claim or should the Louisiana Supreme Court exercise jurisdiction to review any of the December 2024 appellate court rulings.

At this time, we also cannot reasonably estimate a range of liability pertaining to the claims brought by the State of Louisiana.

Vulcan and Occidental dismissed all of their claims against one another in 2017.

Texas Brine's and Vulcan's claims against each other remained pending in state and federal court until the third quarter of 2025.

During the third quarter of 2025, Vulcan and Texas Brine settled all disputed matters remaining between them, with Vulcan paying an amount within the range of the immaterial loss recorded in the second quarter of 2022.

With the dispute between Vulcan, Occidental and Texas Brine concluded, the only remaining liability related to this matter concerns claims by the State of Louisiana.

The claims from the State of Louisiana as defined by their pleadings and discovery responses present an immaterial liability within the range of the remaining loss recorded in the second quarter of 2022.

• 1,1,1-TRICHLOROETHANE LITIGATION (DISCONTINUED OPERATIONS) — During the operation of our former Chemicals Division, which was divested to Occidental in 2005, Vulcan manufactured a chlorinated solvent known as 1,1,1-trichloroethane.

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According to the various complaints, the plaintiffs seek damages including, but not limited to, unspecified compensatory damages associated with the remediation of water wells allegedly contaminated with 1,4-dioxane, natural resource damages, disgorgement of profits from the sale of TCA, punitive damages, as well as penalties and attorney's fees under various statutes.

We will vigorously defend these cases on substantive and procedural grounds.

During the fourth quarter of 2025, a Vulcan insurer directly negotiated the settlement of the largest plaintiff case filed in federal court in New York.

Vulcan’s insurer funded the settlement in excess of Vulcan’s immaterial self-insured retention amount.

We will vigorously defend the remaining cases on substantive and procedural grounds.

At this time, we cannot determine the likelihood of loss, or reasonably estimate a range of loss, if any, pertaining to the above-referenced cases.

▪ HEWITT LANDFILL MATTER (SUPERFUND SITE) — In September 2015, the Los Angeles Regional Water Quality Control Board (RWQCB) issued a Cleanup and Abatement Order directing Calmat Co., a Vulcan subsidiary (hereinafter "Vulcan") to assess, monitor, cleanup, and abate wastes that have been discharged to soil, soil vapor, and/or groundwater at the former Hewitt Landfill in Los Angeles.

Following an onsite and offsite investigation and pilot scale testing, the RWQCB approved a corrective action under a Cleanup and Abatement Order (CAO) to include leachate recovery, storm water capture and conveyance improvements, and a groundwater pump, treat and reinjection system.

Certain on-site source control measures have been implemented, and the treatment system is fully operational.

In October 2024, the RWQCB made a request under the CAO for a work plan to install additional monitoring wells and optimize and expand the existing on-site remediation system.

This request complements expansion discussions with the EPA and other stakeholders, as part of the Alternative Design Work Plan (ADWP) which was submitted in January 2025.

Currently-anticipated costs of these on-site source control activities, including those associated with this work plan, have been fully accrued.

We are also engaged in an ongoing dialogue with the EPA, Honeywell, and the Los Angeles Department of Water and Power (LADWP) regarding the potential contribution of the Hewitt Landfill to groundwater contamination in the North Hollywood Operable Unit (NHOU) of the San Fernando Valley Superfund Site.

The EPA and Vulcan entered into an AOC and Statement of Work having an effective date of September 2017 for the design of two extraction wells south of the Hewitt Landfill to protect the North Hollywood West (NHW) well field located within the NHOU.

In November 2017, we submitted a Pre-Design Investigation (PDI) Work Plan to the EPA, which sets forth the activities and schedule for collection of data in support of our evaluation of the need for an offsite remedy.

In addition, this evaluation was expanded as part of the PDI to include the evaluation of a remedy in light of LADWP’s Rinaldi-Toluca (RT) wellfield project.

PDI investigative activities were completed between the first and third quarters of 2018, and in December 2018 we submitted a Draft PDI Evaluation Report to the EPA.

The Draft PDI Evaluation Report summarizes data collection activities conducted pursuant to the Draft PDI Work Plan and provides model updates and evaluation of remediation alternatives for offsite areas.

The EPA provided a final set of comments to the Draft PDI Evaluation Report in October 2020.

The final set of comments included a request that Vulcan revise and develop a final PDI Evaluation Report.

The final comments further provided a proposal for an alternative approach for offsite remediation (as opposed to installation of offsite extraction wells) and development of a Supplemental PDI Evaluation Report (Supplemental Report) that would require the EPA to modify the remedy in the record of decision as it relates to the Hewitt Landfill.

In December 2020, we submitted the Final PDI Evaluation Report, which included responses to the EPA’s comments.

At the EPA's request, we submitted a Supplemental Report in March 2023 and an ADWP in May 2023.

Similar to the PDI Evaluation Report, the Supplemental Report and ADWP identified expansion of the onsite Hewitt remedy in conjunction with the offsite treatment being performed by LADWP as the preferred option for addressing contamination in offsite areas, instead of the two wells proposed by the EPA.

In conjunction with its review of the Supplemental Report, the EPA held an initial meeting with stakeholders, including LADWP, in November 2023 and has requested additional meetings to determine a path forward.

In December 2019, Honeywell agreed with LADWP to build a water treatment system (often referred to as the Cooperative Containment Concept or CCC or the second interim remedy) that will provide treated groundwater in the NHOU to LADWP for public water supply purposes.

Honeywell contends that some of the contamination to be remediated by the treatment system it is building originated from the Hewitt Landfill and that Vulcan should fund some portion of the costs that Honeywell has incurred and will incur in developing and implementing the second interim remedy.

During the fourth quarter of 2021, we completed a partial settlement with Honeywell related to certain of the costs that Honeywell has incurred for an immaterial amount.

In March 2023, Honeywell filed a lawsuit against Vulcan and a third party alleging that Honeywell has incurred more than $ 11 million in costs to resolve its liability to the EPA and that it estimates that it will spend in excess of $ 100 million to construct and operate its water treatment system.

Honeywell seeks an "equitable share of necessary response costs" from Vulcan and the third party, which claims indemnity from Vulcan.

Discussions are ongoing with Honeywell regarding the reasonable costs Honeywell has incurred.

We are also gathering and analyzing data and developing technical information to determine the extent of possible contribution by the Hewitt Landfill to the groundwater contamination in the area.

Based on this technical information and recent settlement discussions, we have accrued an immaterial amount for our contribution of costs anticipated to be incurred by Honeywell.

This work is also intended to assist in identification of other PRPs that may have contributed to groundwater contamination in the area.

Further, LADWP is constructing two new production and treatment facilities at city wellfields located near the Hewitt Landfill — the NHW wellfield and the RT wellfield (also referred to as the NHW treatment system and North Hollywood Central (NHC) treatment system, respectively).

LADWP has alleged that the Hewitt Landfill is one of the primary sources of contamination at the NHW treatment system and one of the sources of contamination at the NHC treatment system.

According to information available on the California State Water Resources Control Board (SWRCB) website, the capital cost of the NHW treatment system is estimated at $ 92 million, and the capital cost of the NHC treatment system is estimated at $ 245 million.

The NHW system commenced operation in late 2024, and the NHC system is expected to commence operation in 2025.

Both systems will incur costs for operation and maintenance.

LADWP has applied for and received substantial funding to contribute to both treatment systems from grants of Proposition 1 bond funding from the SWRCB.

According to information available on the SWRCB website, the bond money obtained for the NHW treatment system is $ 46 million, and the bond money obtained for the NHC treatment system is $ 95 million.

We anticipate continued discussions with LADWP regarding its potential claims.

In conjunction with those discussions, we are engaging in further efforts to gather and analyze records and data in order to assess the extent of possible contribution by the Hewitt Landfill to the groundwater contamination in the area, consistent with the parallel request by the EPA, and the reasonableness of LADWP’s remediation efforts.

This work is also intended to assist in identification of other PRPs that may have contributed to groundwater contamination in the area of the NHW and RT wellfields.

Together, these efforts will allow us to analyze our anticipated equitable contribution to LADWP’s remediation efforts.

Among other factors, we anticipate that any equitable contribution should take into account the on-site source control and other measures implemented by Vulcan at the former Hewitt Landfill, the relative contribution and duration of any contaminants originating from the Hewitt Landfill to the LADWP systems, and the cost effectiveness of the LADWP systems.

At this time, we cannot reasonably estimate a range of a loss to Vulcan pertaining to LADWP’s potential contribution claim.

• HEWITT LANDFILL MATTER (SUPERFUND SITE) — In 2015, the Los Angeles Regional Water Quality Control Board (RWQCB) issued a Cleanup and Abatement Order (CAO) directing Calmat Co., a Vulcan subsidiary (hereinafter Vulcan) to assess, monitor, cleanup, and abate wastes that have been discharged to soil, soil vapor, and/or groundwater at the former Hewitt Landfill in Los Angeles.

Following an extensive investigation and pilot scale testing, Vulcan implemented an onsite corrective action plan approved by RWQCB that includes a groundwater pump, treat and reinjection system.

In 2024, the RWQCB made a request under the CAO for a work plan to install additional monitoring wells and optimize and expand the existing on-site remediation system.

This request complements expansion discussions with the EPA and other stakeholders as part of an Alternative Design Plan (ADP).

Currently-anticipated costs of these on-site source control activities have been fully accrued.

We are also engaged in an ongoing dialogue with the EPA and the Los Angeles Department of Water and Power (LADWP) regarding the potential contribution of the Hewitt Landfill to groundwater contamination in the North Hollywood Operable Unit (NHOU) of the San Fernando Valley Superfund Site.

The EPA and Vulcan entered into a 2017 Administrative Order on Consent (AOC) for the design of two extraction wells south of the Hewitt Landfill to protect the North Hollywood West (NHW) well field.

Thereafter, LADWP proposed and ultimately constructed two water production and well head treatment facilities—the NHW system and the North Hollywood Central (NHC) system—at LADWP wellfields located near the Hewitt Landfill.

After significant evaluation of the likely effect of LADWP’s water production facilities on other previously-feasible remediation options and the exchange of numerous workplans and evaluation reports, Vulcan submitted an ADP to the EPA in 2025.

The ADP relies upon the RWQCB-approved expansion of the onsite Hewitt remedy and, necessarily, the two well head treatment systems operated by LADWP as the preferred method to address the off-site impacts that were the target of the 2017 AOC.

The ADP further contemplates an agreement on the coordination of the operation of the onsite Hewitt remedy and LADWP’s well head treatment systems.

The EPA, Vulcan, and LADWP continue to engage in a dialogue regarding the coordination of the systems.

At this time, we cannot reasonably estimate a range of a loss pertaining to potential work completed at the direction of the EPA.

Additionally, Vulcan is in a dispute with LADWP regarding the cost and necessity of LADWP's construction of the two well head treatment facilities and Vulcan's relative contribution to their construction and operation.

LADWP has alleged that the Hewitt Landfill is one of the primary sources of contamination at the NHW system and one of the sources of contamination at the NHC system.

According to information available on the California State Water Resources Control Board (SWRCB) website, the capital cost of the NHW system is estimated at $ 92 million, and the capital cost of the NHC system is estimated at $ 245 million.

LADWP has also alleged that it incurred damages related to investigation and monitoring costs and its historical inability to use water in the vicinity of its well fields.

LADWP’s investigation and monitoring allegations include its publicly-reported six-year $ 11.5 million Groundwater System Improvement Study and the installation and monitoring of 26 wells in support of the study, for which LADWP has reported costs of an additional $ 22 million.

Additionally, both systems will incur significant costs for operation and maintenance.

LADWP presented a demand to Vulcan in January 2026 that included actual costs in excess of these publicly-reported estimates.

We anticipate continued discussions with LADWP regarding its alleged damages and potential claims.

This work is also intended to assist in identification of other PRPs that may have contributed to groundwater contamination in the area of the NHW and NHC systems.

Together, these efforts will allow us to analyze our anticipated equitable contribution to LADWP’s treatment systems and the ongoing operation of the systems.

Among other factors, we anticipate that any contribution should take into account the on-site source control and other measures implemented by Vulcan at the former Hewitt Landfill, the relative contribution and duration of any contaminants originating from the Hewitt Landfill to the LADWP systems, the contribution and duration of contaminants originating from the property and activities of LADWP, and the cost-effectiveness of the LADWP systems.

At this time, we cannot reasonably estimate a range of a loss pertaining to LADWP’s potential contribution claim.

However, as discussions continue with LADWP and as additional records and data are analyzed, it is reasonably possible that an estimated material loss could be recognized in the near term.

Finally, Honeywell operated a facility within the NHOU footprint that is responsible for groundwater contamination and, under an EPA agreement, will construct and operate a water treatment system.

Honeywell’s system is often referred to by EPA as the second interim remedy (2IR).

Honeywell alleges that some of the contamination to be remediated by the 2IR originated from the Hewitt Landfill and that Vulcan should fund some portion of the costs that Honeywell has incurred and will incur in developing and implementing the remedy.

In 2021, an immaterial settlement was reached with Honeywell related to certain past costs incurred.

In a 2023 lawsuit against Vulcan and a third party, Honeywell stated it has incurred more than $ 11 million to resolve its liability to the EPA and estimated that it will spend in excess of $ 100 million to construct and operate its water treatment system.

Through the lawsuit, Honeywell seeks an "equitable share of necessary response costs" from Vulcan and a third party, which claims indemnity from Vulcan.

Vulcan has filed its answer to the lawsuit and remains in discussions with Honeywell regarding the reasonable costs Honeywell has incurred and Vulcan’s share of the same.

We are also gathering and analyzing data and developing technical information to determine the extent of possible contribution by the Hewitt Landfill to groundwater contamination in the area of Honeywell’s system.

Based on this technical information and recent settlement discussions, we have accrued an immaterial amount for our liability to Honeywell.

• NAFTA ARBITRATION — In September 2018, our subsidiary Legacy Vulcan, LLC (Legacy Vulcan), on its own behalf, and on behalf of our Mexican subsidiary Calizas Industriales del Carmen, S.A.

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On May 5, 2022, Mexican government officials unexpectedly and arbitrarily shut down Calica’s remaining operations in Mexico.

On May 8, 2022, Legacy Vulcan filed an application in the NAFTA arbitration seeking provisional measures and leave to file an ancillary claim in connection with this latest shutdown (see Part I I , Item 7 " Management’s Discussion and Analysis of Financial Condition and Results of Operations " under the caption "Known Trends or Uncertainties").

On May 8, 2022, Legacy Vulcan filed an application in the NAFTA arbitration seeking provisional measures and leave to file an ancillary claim in connection with this latest shutdown (see Par t II, It em 7 "Management’s Discussion and Analysis of Financial Condition and Results of Operations " under the caption "Known Trends or Uncertainties").

In July 2022, the NAFTA arbitration tribunal granted Legacy Vulcan’s application and ordered Mexico not to take any action that might further aggravate the dispute between the parties or render the resolution of the dispute potentially more difficult.

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in millions Cash Flow

Hedges Pension and

Postretirement

Benefit Plans Total

Hedges Benefit Plans Total

AOCI Balances at December 31, 2022 $ ( 21.0 ) $ ( 133.7 ) $ ( 154.7 )

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Our operating segments are based on our internal management reporting structure.

Our chief operating decision maker (CODM),

the Chairman and Chief Executive Officer, evaluates our operating results through reportable segment gross profit.

Our chief operating decision maker, the Chief Executive Officer, evaluates our operating results through reportable segment gross profit.

This financial metric is used to review operating trends, perform analytical comparisons between periods and monitor budget-to-actual variances on a monthly basis in order to assess performance and allocate resources.

We continually assess our internal management reporting structure and the financial information evaluated by our CODM to determine whether any changes have occurred that would impact segment reporting.

During the first quarter of 2024, we reorganized the financial information provided to our CODM.

As a result, we now report our calcium operation within our Aggregates reporting segment to align with our new reporting structure.

All prior period segment information has been revised to conform to the current presentation.

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

We have three operating (and reportable) segments organized around our principal product lines:

Aggregates, Asphalt and Concrete.

Management reviews earnings from these reporting segments principally at the gross profit level.

The Aggregates segment produces and sells aggregates (crushed stone, sand and gravel, sand, and other aggregates) and related products and services.

During 2025, the Aggregates segment principally served markets in twenty-three states, the U.S.

Virgin Islands, Washington D.C., Freeport (Bahamas), British Columbia (Canada), Puerto Cortés (Honduras) and Quintana Roo (Mexico) — see Note 12 , NAFTA Arbitration — with a full line of aggregates.

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 Note 12 , NAFTA Arbitration) with a full line of aggregates.

Aggregates are used primarily in the construction and maintenance of highways, streets and other public works and in the construction of housing and commercial, industrial and other nonresidential facilities.

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Quarries located on waterways and rail lines allow us to serve remote markets where local aggregates reserves may not be available.

The Asphalt segment produces and sells asphalt mix in six states (Alabama, Arizona, California, New Mexico, Tennessee and Texas) and provides asphalt construction paving services in three states (Alabama, Tennessee and Texas).

The Concrete segment produces and sells ready-mixed concrete in three states (California, Maryland and Virginia) in addition to the U.S.

Virgin Islands and Washington D.C.

In the fourth quarter of 2025, we entered into an agreement to divest our concrete business in California (see Note 19 , Divestitures and Pending Divestitures).

Aggregates comprise approximately 95 % of asphalt mix by weight and 80 % of ready-mixed concrete by weight.

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1,294.4 1,245.6 1,140.7

653.5 1,249.3 1,593.9

Concrete 846.6 653.5 1,249.3

Segment sales $ 8,438.2 $ 7,848.7 $ 8,308.9

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Cost of Revenues

$ ( 3,701.9 ) $ ( 3,655.1 ) $ ( 3,320.0 )

Aggregates $ ( 3,835.3 ) $ ( 3,701.9 ) $ ( 3,655.1 )

Asphalt ( 1,120.5 ) ( 1,075.5 ) ( 991.1 )

( 640.7 ) ( 1,187.2 ) ( 1,504.6 )

Concrete ( 810.7 ) ( 640.7 ) ( 1,187.2 )

Total $ ( 5,766.5 ) $ ( 5,418.1 ) $ ( 5,833.4 )

$ 1,816.7 $ 1,736.8 $ 1,411.1

Aggregates $ 1,964.8 $ 1,816.7 $ 1,736.8

Asphalt 173.9 170.1 149.6

12.8 62.1 89.3

Concrete 35.9 12.8 62.1

Total $ 2,174.6 $ 1,999.6 $ 1,948.5

2 unchanged sentences

Other operating income (expense), net 9.1 ( 104.0 ) 21.7

Other nonoperating income (expense), net ( 22.1 ) ( 2.7 ) 5.1

Other nonoperating expense, net

( 3.2 ) ( 22.1 ) ( 2.7 )

Interest expense, net ( 226.3 ) ( 170.3 ) ( 179.6 )

2 unchanged sentences

Includes product sales, as well as service revenues (see Note 2 ) from our asphalt construction paving business.

3 The decreases in the Concrete segment are primarily due to the 2022 divestiture of concrete operations in New Jersey, New York and Pennsylvania and the 2023 divestiture of concrete operations in Texas.

See Note 19 for additional information.

Segment Financial Disclosure (Continued)

1 unchanged sentence

Depreciation, Depletion, Accretion & Amortization 1

$ 515.7 $ 482.3 $ 441.3

Aggregates $ 603.5 $ 515.7 $ 482.3

Asphalt 49.8 44.1 35.6

45.5 72.8 83.1

Concrete 62.0 45.5 72.8

Other 33.2 26.9 26.3

3 unchanged sentences

Asphalt 37.4 36.1 46.9

12.2 15.8 50.4

Concrete 15.3 12.2 15.8

Corporate 28.1 0.7 0.9

1 unchanged sentence

Identifiable Assets 3

$ 14,294.6 $ 11,753.2 $ 11,579.0

Aggregates $ 14,381.2 $ 14,294.6 $ 11,753.2

Asphalt 718.9 805.7 613.4

1,065.8 962.3 1,436.2

Concrete 1,013.0 1,065.8 962.3

Total identifiable assets

7 unchanged sentences

Certain temporarily idled assets are included within a segment's Identifiable Assets, but the associated DDA&A is shown within Other in the DDA&A section above as the related DDA&A is excluded from segment gross profit.

4 The increases in total identifiable assets are primarily due to acquisitions completed in 2024 (see Note 19 f or additional information) .

SUPPLEMENTAL CASH FLOW INFORMATION

11 unchanged sentences

Consideration payable to seller in business acquisitions 0.1 30.9 0.0

Excludes changes in accruals.

ASSET RETIREMENT OBLIGATIONS

2 unchanged sentences

The associated asset retirement costs are capitalized as part of the carrying amount of the underlying asset and depreciated over the estimated useful life of the asset.

The liability is accreted through charges to operating expenses.

If the ARO is settled for a value other than the carrying amount of the liability, we recognize a gain or loss on settlement.

For the years ended December 31, ARO operating costs related to accretion of the liabilities and depreciation of the assets are as follows:

The ARO liability is accreted through charges to operating expenses.

If the ARO liability is settled for a value other than the carrying amount of the liability, we recognize a gain or loss on settlement.

ARO operating costs related to accretion of the liabilities and depreciation of the assets for the years ended December 31 are as follows:

in millions 2025 2024 2023

ARO Operating Costs

Accretion $ 20.7 $ 14.7 $ 13.9

Depreciation 14.4 12.5 9.0

Total ARO operating costs $ 27.2 $ 22.9 $ 23.5

Total $ 35.1 $ 27.2 $ 22.9

ARO operating costs are reported in cost of revenues.

AROs are reported within other noncurrent liabilities in our accompanying Consolidated Balance Sheets.

Reconciliations of the carrying amounts of our AROs for the years ended December 31 are as follows:

ARO liabilities are reported within Other noncurrent liabilities in our accompanying Consolidated Balance Sheets.

Reconciliations of the carrying amounts of our ARO liabilities for the years ended December 31 are as follows:

in millions 2025 2024

ARO balance at beginning of year $ 324.1 $ 311.3

Asset Retirement Obligations

Balance at beginning of year $ 427.4 $ 324.1

Liabilities incurred 26.7 42.3

Liabilities settled 1

( 17.6 ) ( 19.1 )

Accretion expense 20.7 14.7

Revisions, net ( 0.7 ) 65.4

ARO balance at end of year $ 427.4 $ 324.1

ARO liabilities incurred during 2024 relate to those assumed in 2024 acquisitions (see Note 19 ).

Balance at end of year $ 456.5 $ 427.4

Includes $1.0 million of noncash settlements related to business dispositions in 2025.

ARO liabilities incurred during 2024 and 2025 relate to those assumed in 2024 acquisitions (see Note 19 ).

ARO revisions during 2024 primarily related to cost adjustments for a number of aggregates properties in California that are being reclaimed for alternative uses post mining.

8 unchanged sentences

A decrease in the estimated fair value of one or more of our reporting units could result in the recognition of a material, noncash write-down of goodwill.

During the third quarter of 2024, we determined that a triggering event occurred with respect to a reporting unit that includes concrete operations acquired from U.S.

Concrete in 2021.

We previously disclosed that the estimated fair value of this reporting unit exceeded its carrying value by less than 5%.

There were no charges for goodwill impairment in the years ended December 31, 2025 or December 31, 2023.

During the third quarter of 2024, we determined that a triggering event occurred with respect to a reporting unit that includes concrete operations acquired in 2021.

Based on an interim goodwill impairment test, we determined that the estimated fair value of this reporting unit was less than its carrying value.

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

There were no charges for goodwill impairment in the year ended December 31, 2023.

Accumulated goodwill impairment losses amount to $ 390.2 million ($ 252.7 million in our former Cement segment and $ 137.5 in our Concrete segment).

Accumulated goodwill impairment losses amount to $ 390.2 million ($ 252.7 million in our former Cement segment and $ 137.5 million in our Concrete segment).

We have three reportable segments organized around our principal product lines:

5 unchanged sentences

343.0 0.0 0.0 343.0

Goodwill of divested businesses 1

0.0 0.0 ( 157.8 ) ( 157.8 )

Goodwill impairment 0.0 0.0 ( 86.6 ) ( 86.6 )

Goodwill at December 31, 2024 $ 3,673.2 $ 91.6 $ 23.3 $ 3,788.1

1 unchanged sentence

( 6.6 ) 0.0 0.0 ( 6.6 )

Goodwill impairment 0.0 0.0 ( 86.6 ) ( 86.6 )

Goodwill of divested businesses 1

( 0.6 ) 0.0 0.0 ( 0.6 )

Goodwill at December 31, 2025 $ 3,666.0 $ 91.6 $ 23.3 $ 3,780.9

1 unchanged sentence

Intangible Assets

Intangible assets consist of contractual rights in place (primarily permitting and zoning rights), noncompetition agreements, customer relationships and trade names and trademarks.

Intangible assets primarily consist of contractual rights in place (primarily permitting and zoning rights) and quarry development.

Intangible assets acquired in business combinations are stated at their fair value determined as of the date of acquisition.

8 unchanged sentences

There were no material charges for impairment of intangible assets in 2025, 2024 and 2023.

The gross carrying amount and accumulated amortization by major intangible asset class for the years ended December 31 are summarized below:

The gross carrying amount and accumulated amortization by major intangible asset class for the years ended December 31 (excluding assets classified as held for sale as detailed in Note 1 9 ) are summarized below:

in millions 2025 2024

12 unchanged sentences

Amortization Expense for the Year $ 89.0 $ 83.9

1 Includes noncompetition agreements, patents, customer relationships, tradenames and trademarks.

Includes quarry development, noncompetition agreements, patents, customer relationships, trade names and trademarks.

Capitalized quarry development costs of $168.3 million at December 31, 2024 were reclassified from Other noncurrent assets to Other intangible assets, net in our Consolidated Balance Sheet to conform to our current presentation.

Estimated amortization expense for the five years subsequent to December 31, 2025 is as follows:

Estimated Amortization Expense for Five Subsequent Years

1 Includes amortization of quarry development assets (including pre-production stripping costs) reported within other noncurrent assets in our accompanying Consolidated Balance Sheets.

ACQUISITIONS AND DIVESTITURES

Business Acquisitions

2025 BUSINESS ACQUISITIONS — During 2025, we completed no business acquisitions.

2024 BUSINESS ACQUISITIONS — During 2024, we acquired the following operations for total consideration of $ 2,310.6 million ($ 2,279.7 million cash and $ 31.0 million noncash):

15 unchanged sentences

The following pro forma information also includes:

1) charges directly attributable to the acquisitions, including acquisition related expenses of $ 8.5 million;

1) charges directly attributable to the acquisitions, including acquisition related expenses;

2) cost of sales related to the sale of acquired inventory marked up to fair value;

7 unchanged sentences

The unaudited pro forma results above may not be indicative of the results that would have been obtained had these acquisitions occurred at the beginning of 2023, nor does it intend to be a projection of future results.

These acquisitions are reported in our consolidated financial statements as of their respective acquisition dates.

The fair value of consideration transferred for the Wake Stone and Superior acquisitions and the preliminary amounts (pending final appraisals of intangible assets and property, plant & equipment as well as working capital adjustments) of assets acquired and liabilities assumed are summarized below:

The fair value of consideration transferred for the Wake Stone and Superior acquisitions and the amounts of assets acquired and liabilities assumed are summarized below:

in millions December 31

19 unchanged sentences

2023 BUSINESS ACQUISITIONS — During 2023, we completed no business acquisitions.

2022 BUSINESS ACQUISITIONS — During 2022, including adjustments made in 2023, we purchased the following operations for total consideration of $ 593.7 million ($ 528.3 million cash and $ 65.4 million noncash):

▪ California — aggregates, asphalt mix and ready-mixed concrete operations

▪ Texas — aggregates operations

▪ Virginia — ready-mixed concrete operations

▪ Honduras — an aggregates operation serving limited markets along the Gulf Coast

Divestitures and Pending Divestitures

In 2025, we sold:

• Fourth quarter — asphalt mix and construction paving operations in Houston, Texas resulting in a pretax gain of $ 42.4 million

• First quarter — non-strategic aggregates locations in rural West Texas with limited reserves resulting in an immaterial gain

In 2024, we sold:

• Fourth quarter — real estate associated with a former sales yard in Virginia resulting in a pretax gain of $ 36.7 million

3 unchanged sentences

• Second quarter — real estate associated with a former recycled concrete facility in Illinois resulting in a pretax gain of $ 15.2 million

In 2022, we sold:

▪ Fourth quarter — concrete operations in New Jersey, New York and Pennsylvania resulting in a third quarter impairment charge of $ 67.8 million and a fourth quarter loss on sale of $ 17.4 million (the assets were written down to fair value less cost to sell in the third quarter)

▪ Third quarter — excess real estate in Southern California resulting in a pretax gain of $ 23.5 million

No material assets met the criteria for held for sale at December 31, 2024, 2023 or 2022.

During the fourth quarter of 2025, we entered into an agreement to sell our ready-mixed concrete business in California.

Subject to obtaining regulatory approvals and the satisfaction of other customary closing conditions, we expect to close this transaction during the first half of 2026.

The probable divestiture of these assets and liabilities was presented as held for sale in the accompanying Consolidated Balance Sheet at December 31, 2025.

The fair value less cost to sell exceeded the carrying value of the assets and liabilities held for sale.

T he carrying value of the major classes of assets and liabilities classified as held for sale as of December 31 are as follows:

in millions December 31

2025 December 31

Held for Sale

Inventory $ 5.9 $ 0.0

Land and land improvements, net 138.1 0.0

Buildings, machinery and equipment, net 150.2 0.0

Operating leases, net 27.5 0.0

Finance leases, net 6.2 0.0

Amortizable intangible assets, net 379.7 0.0

Other assets, net

Total assets held for sale $ 708.5 $ 0.0

Current operating lease liabilities $ ( 4.6 ) $ 0.0

Current finance lease liabilities ( 1.8 ) 0.0

Noncurrent operating lease liabilities ( 22.3 ) 0.0

Noncurrent finance lease liabilities ( 0.6 ) 0.0

Total liabilities held for sale $ ( 29.3 ) $ 0.0

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data