What changed in this filing

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Item 9A. Controls and Procedures

2026-02-19 compared with 2025-02-20 · 60 added, 45 removed, 144 unchanged (42% of the section changed)

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Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025.

We completed the implementation of our quote to invoice system for our aggregates and asphalt operations in the third quarter of 2024.

Excluding the acquisitions of Wake Stone and Superior noted below, no other changes were made during the fourth quarter of 2024 to our internal controls over financial reporting, nor have there been other factors that materially affect these controls.

We are in the process of implementing a comprehensive enterprise performance management system that will replace our existing financial reporting, management reporting, and budgeting and forecasting systems.

The financial reporting phase of this system implementation was completed in the first quarter of 2025, and we expect management reporting to be completed in the first quarter of 2026.

The budgeting and forecasting phase of this system implementation is expected to be completed by the end of 2026.

During the fourth quarter of 2024, we completed our acquisitions of Wake Stone and Superior, each of which operated under their own set of systems and internal controls.

We completed the process of integrating the Wake Stone and Superior processes to our internal control over financial reporting environment in the fourth quarter of 2025.

No other changes were made during the fourth quarter of 2025 to our internal controls over financial reporting, nor have there been other factors that materially affect these controls.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025.

We completed our acquisitions of Wake Stone on November 8, 2024 and Superior on December 20, 2024 and have not yet included either company in management's assessment of the effectiveness of our internal control over financial reporting.

We are currently integrating both companies into our operations and internal control processes.

Accordingly, pursuant to the SEC's general guidance that an assessment of a recently acquired business may be omitted from the scope of an assessment for one year following the acquisition, the scope of management's assessment of the effectiveness of our disclosure controls and procedures does not include Wake Stone or Superior.

Wake Stone and Superior combined constituted approximately 13.7% of our total assets as of December 31, 2024 and approximately 0.2% of our total revenues for the year ended December 31, 2024.

Deloitte & Touche LLP, an independent registered public accounting firm, as auditors of our consolidated financial statements, has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2025.

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We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025 of the Company and our report dated February 19, 2026, expressed an unqualified opinion on those financial statements.

As described in Item 9A, Disclosure Controls and Procedures, management excluded from its assessment the internal control over financial reporting at Wake Stone Corporation (“Wake Stone”) and Superior Ready Mix Concrete, L.P.

(“Superior”), which were acquired by Vulcan Materials Company on November 8, 2024 and December 20, 2024, respectively, and whose combined financial statements constitute 13.7% of total assets as of December 31, 2024, and approximately 0.2% of total revenues for the year ended December 31, 2024.

Accordingly, our audit did not include the internal control over financial reporting at Superior and Wake Stone.

Basis for Opinion

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of the effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ DELOITTE & TOUCHE LLP

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On or about March 24, 2026, we expect to file a definitive proxy statement with the Securities and Exchange Commission pursuant to Regulation 14A (our “2026 Proxy Statement”).

The information under the headings “Proposal 1 - Election of Directors,” “Corporate Governance – Policies,” “Corporate Governance – Director Nomination Process,” “Corporate Governance – Committees of the Board of Directors” and “Delinquent Section 16(a) Reports” (to the extent reported therein) included in our 2025 Proxy Statement is incorporated herein by reference.

The information under the headings “Proposal 1 - Election of Directors,” “Corporate Governance – Policies,” “Corporate Governance – Director Nomination Process,” “Corporate Governance – Committees of the Board of Directors” and “General Information - Delinquent Section 16(a) Reports” included in our 2026 Proxy Statement is incorporated herein by reference.

See also the information about our executive officers and governance policies set forth above in Part I of this report.

Executive Compensation

The information under the headings “Compensation Discussion and Analysis,” “Director Compensation,” “Executive Compensation,” “Corporate Governance – Compensation Committee Interlocks and Insider Participation,” and “Compensation Committee Report” included in our 2025 Proxy Statement is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED

STOCKHOLDER MATTERS

The information under the headings “Compensation Discussion and Analysis,” “Director Compensation,” “Executive Compensation,” “Corporate Governance – Compensation & Human Capital Committee Interlocks and Insider Participation,” and “Compensation & Human Capital Committee Report” included in our 2026 Proxy Statement is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plans” included in our 2026 Proxy Statement is incorporated herein by reference.

6 unchanged sentences

The following financial statements are included herein on the pages shown below:

Page in Report

Page Reference

Report of Independent Registered Public Accounting Firm (PCAOB ID 34 )

9 unchanged sentences

Certificate of Incorporation (Restated 2007) of the Company (formerly known as Virginia Holdco, Inc.), filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K on November 16, 2007 1

Exhibit 3(b) Amended and Restated By-Laws of the Company (as amended through December 9, 2022) filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 12, 2022 1

Exhibit 4(a) Senior Debt Indenture, dated as of December 11, 2007, between the Company and Wilmington Trust Company, as Trustee, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K on December 11, 2007 1

Exhibit 4(b) First Supplemental Indenture, dated as of December 11, 2007, between Vulcan Materials Company and Wilmington Trust Company, as Trustee, to that certain Senior Debt Indenture, dated as of December 11, 2007, between the Company and Wilmington Trust Company, as Trustee, filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K on December 11, 2007 1

Fifth Supplemental Indenture, dated March 30, 2015, between the Company and Regions Bank, as Trustee, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on March 30, 2015 1

Amended and Restated By-Laws of the Company (as amended through December 9, 2022) filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 12, 2022 1

Senior Debt Indenture, dated as of December 11, 2007, between the Company and Wilmington Trust Company, as Trustee, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K on December 11, 2007 1

First Supplemental Indenture, dated as of December 11, 2007, between Vulcan Materials Company and Wilmington Trust Company, as Trustee, to that certain Senior Debt Indenture, dated as of December 11, 2007, between the Company and Wilmington Trust Company, as Trustee, filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K on December 11, 2007 1

Sixth Supplemental Indenture, dated March 14, 2017, between the Company and Regions Bank, as Trustee, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 14, 2017 1

1 unchanged sentence

Ninth Supplemental Indenture, dated as of May 18, 2020, between Vulcan Materials Company and Regions Bank as Trustee, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 18, 2020 1

Tenth Supplemental Indenture, dated as of March 3, 2023, between Vulcan Materials Company and Regions Bank as Trustee, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 3, 2023 1

Eleventh Supplemental Indenture, dated as of November 20, 2024, between Vulcan Materials Company and Regions Bank as Trustee, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on November 20, 2024

1 unchanged sentence

Description of Securities, filed as Exhibit 4(o) to the Company’s Annual Report on Form 10-K filed on February 24, 2023 1

Exhibit 10(a) Credit Agreement, dated as of September 10, 2020, among Vulcan Materials Company, Truist Bank, as Administrative Agent, and the Lenders and other parties named therein, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 11, 2020 1

Exhibit 10(b) First Amendment to Credit Agreement, dated June 30, 2021, among Vulcan Materials Company, Truist Bank, as Administrative Agent, and the Lenders and other parties named therein, filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 5, 2021 1

Exhibit 10(c) Second Amendment to Credit Agreement, dated August 16, 2021, by and between Vulcan Materials Company and Truist Bank, as Administrative Agent, filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 5, 2021 1

Exhibit 10(d) Third Amendment to Credit Agreement, dated March 18, 2022, by and between Vulcan Materials Company and Truist Bank, as Administrative Agent, filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 5, 2022 1

Exhibit 10(a)

Credit Agreement, dated as of September 10, 2020, among Vulcan Materials Company, Truist Bank, as Administrative Agent, and the Lenders and other parties named therein, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 11, 2020 1

Exhibit 10(b)

First Amendment to Credit Agreement, dated June 30, 2021, among Vulcan Materials Company, Truist Bank, as Administrative Agent, and the Lenders and other parties named therein, filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 5, 2021 1

Exhibit 10(c)

Second Amendment to Credit Agreement, dated August 16, 2021, by and between Vulcan Materials Company and Truist Bank, as Administrative Agent, filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 5, 2021 1

Exhibit 10(d)

Third Amendment to Credit Agreement, dated March 18, 2022, by and between Vulcan Materials Company and Truist Bank, as Administrative Agent, filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 5, 2022 1

Exhibit 10(e)

1 unchanged sentence

Exhibit 10(f)

Fifth Amendment to Credit Agreement, dated as of November 4, 2024, among Vulcan Mat erials Company, Truist Bank, as Administrative Agent, and the Revolving Credit Lenders and other parties named therein, filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed on November 4, 2024

Fifth Amendment to Credit Agreement, dated as of November 4, 2024, among Vulcan Materials Company, Truist Bank, as Administrative Agent, and the Revolving Credit Lenders and other parties named therein, filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed on November 4, 2024

Exhibit 10(g)

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Exhibit 10(l)

V ulcan Materials Company Change of Control Severance Plan for Senior Officers, effective January 1, 2016, filed as Exhibit 10(m) to the Comp any's Annual Report on Form 10-K filed on February 25, 20 16 1,2

Vulcan Materials Company Change of Control Severance Plan for Senior Officers, effective January 1, 2016, filed as Exhibit 10(m) to the Company's Annual Report on Form 10-K filed on February 25, 2016 1,2

Exhibit 10(m)

21 unchanged sentences

Form of Non-Employee Director Restricted Stock Unit Award Agreement under the Vulcan Materials Company 2016 Omnibus Long-Term Incentive Plan filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 5, 2020 1,2

Exhibit 19 Insider Trading Policy

Exhibit 21 List of the Company's material subsidiaries as of December 31, 2024

Exhibit 23 Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm

Exhibit 24 Powers of Attorney

Exhibit 31(a) Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31(b) Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32(a) Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 32(b) Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 95 MSHA Citations and Litigation

Exhibit 97 Clawback Policy, filed as Exhibit 97 to the Company's Annual Report on Form 10-K filed on February 22, 2024 1

Exhibit 101 The following financial information from this Annual Report on Form 10-K for the year ended December 31, 2024 are formatted in iXBRL (Inline eXtensible Business Reporting Language):

Exhibit 10(x)

Vulcan Materials Company 2025 Omnibus Long-Term Incentive Plan, filled as Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (File No.

333-287131) filed on May 9, 2025 1,2

Exhibit 10(y)

Form of Non-Employee Director Restricted Stock Unit Agreement under the Vulcan Materials Company 2025 Omnibus Long-Term Incentive Plan filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on July 31, 2025 1,2

Exhibit 10(z)

Form of Stock-Only Stock Appreciation Rights Award Agreement under the Vulcan Materials Company 2025 Omnibus Long-Term Incentive Plan filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on July 31, 2025 1,2

Exhibit 10(aa)

Form of Restricted Stock Unit Award Agreement under the Vulcan Materials Company 2025 Omnibus Long-Term Incentive Plan filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on July 31, 2025 1,2

Exhibit 10(ab)

Form of Performance Share Unit Award Agreement under the Vulcan Materials Company 2025 Omnibus Long-Term Incentive Plan filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on July 31, 2025 1,2

Insider Trading Policy filed as Exhibit 19 to the Company’s Annual Report on Form 10-K filed on February 20, 2025 1

List of the Company's material subsidiaries as of December 31, 2025

Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm

Powers of Attorney

Exhibit 31(a)

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31(b)

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32(a)

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 32(b)

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

MSHA Citations and Litigation

The following financial information from this Annual Report on Form 10-K for the year ended December 31, 2025 are formatted in iXBRL (Inline eXtensible Business Reporting Language):

(i) the Consolidated Statements of Comprehensive Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Equity and (v) the Notes to Consolidated Financial Statements

Exhibit 104 Cover Page Interactive Data File – the cover page from this Annual Report on Form 10-K for the year ended December 31, 2024 is formatted in iXBRL (contained in Exhibit 101)

Cover Page Interactive Data File – the cover page from this Annual Report on Form 10-K for the year ended December 31, 2025 is formatted in iXBRL (contained in Exhibit 101)

Incorporated by reference.

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VULCAN MATERIALS COMPANY

Chairman and Chief Executive Officer

/s/ Ronnie A.

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name Title Date

Thomas Hill Chairman and Chief Executive Officer

(Principal Executive Officer) February 20, 2025

/s/ Mary Andrews Carlisle

Senior Vice President and Chief Financial Officer

/s/ Ronnie A.

Chief Executive Officer and Director

(Principal Executive Officer)

February 19, 2026

/s/ Mary Andrews Carlisle Senior Vice President and Chief Financial Officer

(Principal Financial Officer) February 19, 2026

Vice President, Controller

(Principal Accounting Officer)

Pigg Vice President, Controller

(Principal Accounting Officer) February 19, 2026

Executive Chairman

February 19, 2026

19 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 9A. Controls and Procedures