Vulcan Materials CO 10-K

Item 3 Legal Proceedings We are subject to occasional governmental proceedings and orders pertaining to occupational safety and health or to protection of the environment, such as proceedings or orders relating to noise abatement, air emissions or water discharges. As part of our continuing program of stewardship in safety, health and environmental matters, we have been able to resolve such proceedings and to comply with such orders without any material adverse effects on our business. We are a defendant in various lawsuits in the ordinary course of business. It is not possible to determine with precision the outcome of, or the amount of liability, if any, under these lawsuits, especially where the cases involve possible jury trials with as yet undetermined jury panels. We were not subject to any penalties in 2025 for failure to disclose transactions identified by the Internal Revenue Service as abusive under Internal Revenue Code Section 6707A. See Note 12 “ Commitments and Contingencies ” in Item 8 “ Financial Statements and Supplementary Data ” for a discussion of our material legal proceedings. Item 4 Mine Safety Disclosures The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 of this report. Form 10-K 32 Part I INFORMATION ABOUT OUR EXECUTIVE OFFICERS The names, positions and ages, as of February 19, 2026, of our executive officers are as follows: Name Position Age J. Thomas Hill Executive Chairman 66 Ronnie A. Pruitt Chief Executive Officer 55 Thompson S. Baker II President 67 Mary Andrews Carlisle Senior Vice President and Chief Financial Officer 45 Stanley G. Bass Chief Strategy Officer 64 Denson N. Franklin III Senior Vice President, General Counsel and Secretary 62 Mitesh B. Shah Senior Vice President, Chief Human Resources Officer 48 David P. Clement Senior Vice President, Operations Support, Procurement 65 Brent P. Goodsell Senior Vice President, East Region 55 Jerry F. Perkins Jr. Chief Administrative Officer 56 Randy L. Pigg Vice President, Controller and Principal Accounting Officer 53 James T. Polomsky Senior Vice President, West Region 49 The principal occupations of the executive officers during the past five years are set forth below: J. Thomas Hill was elected Executive Chairman of the Board of Directors effective January 1, 2026. Previously, he served as Chairman of the Board of Directors since January 1, 2016 and served as Chief Executive Officer from July 2014 through December 2025 and President from July 2014 through September 2023. Prior to that, he served as Executive Vice President and Chief Operating Officer from January 2014 to July 2014, and Senior Vice President of the South Region from December 2011 to December 2013. Prior to that, he served in a number of positions with Vulcan including President, Florida Rock Division from September 2010 to December 2011. Ronnie A. Pruitt was appointed Chief Executive Officer and elected as a member of the Board effective January 1, 2026. Previously, he served as Chief Operating Officer from September 2023 through December 2025. Prior to that, he served as Senior Vice President of the Southwest and Western Divisions. He joined Vulcan as part of Vulcan’s August 2021 acquisition of U.S. Concrete, Inc. He held various leadership roles at U.S. Concrete, including President and Chief Executive Officer from April 2020 to August 2021, President and Chief Operating Officer from April 2019 to April 2020, and Senior Vice President and Chief Operating Officer from October 2015 to April 2019. Prior to joining U.S. Concrete in 2015, he served as the Vice President of Cement Sales of Martin Marietta Materials, Inc. and held various positions at Texas Industries, Inc. Thompson S. Baker II was elected President effective September 2023 after serving as Chief Operating Officer since May 2019. He previously served as Senior Vice President from March 2017 to April 2019. Prior to that, he served in a number of positions with Vulcan, including President of the Florida Rock Division, before serving as Chief Executive Officer of FRP Holdings, Inc. from October 2010 to March 2017 and President and Chief Executive Officer of Patriot Transportation Holding, Inc. from December 2014 to March 2017. Mary Andrews Carlisle was appointed Chief Financial Officer effective September 1, 2022. In her prior role as Vice President, Finance, she led a number of key financial, operational and corporate initiatives since March 2020. Ms. Carlisle joined Vulcan in 2006 and has held roles of increasing responsibility in multiple divisions as well as in corporate finance and business development. 33 Form 10-K Part I Stanley G. Bass was elected Chief Strategy Officer in March 2021 after serving as Chief Growth Officer since February 2016. He served as Senior Vice President of the Western and Mountain West Divisions from January 2015 to February 2016, and Senior Vice President of the West Region from September 2013 to December 2014. Prior to that, he served as Senior Vice President of the Central and West Regions from February 2013 to September 2013 and Senior Vice President of the Central Region from December 2011 to February 2013. Prior to that, he served in a number of positions with Vulcan including President, Midsouth and Southwest Divisions from September 2010 to December 2011. Denson N. Franklin III joined Vulcan in December 2019 as Senior Vice President, General Counsel and Secretary. Prior to that, he was a partner at Bradley Arant Boult Cummings LLP, a law firm based in Birmingham, Alabama. While at Bradley, he served as Vulcan’s primary outside counsel for more than 20 years and advised other companies in the construction materials, building and engineering industries. Mitesh B. Shah is Senior Vice President and Chief Human Resources Officer. He joined Vulcan in 2019 as Deputy General Counsel. Prior to his current position, Mr. Shah was President of the Southern and Gulf Coast Division. Prior to joining Vulcan, Mr. Shah was a partner at Maynard Nexsen PC, a law firm based in Birmingham, Alabama. David P. Clement is Senior Vice President of Operations Support and Strategic Sourcing. He previously served as Senior Vice President of the Central Division since August 2021 and, prior to that role, served as Senior Vice President of the Mountain West and Western Divisions since March 2020. He first joined the organization as an operations management trainee in 1983 and progressed to the position of Area Production Manager in 1993. After spending a few years at Pioneer Mid-Atlantic and working as a consultant, he rejoined Vulcan in 2004 as Vice President and General Manager of the former Midwest Division. He has held the positions of Vice President of Operations for the Midwest Division, Vice President and General Manager of the Central Region, Senior Vice President of the Central Region and President of the Central Division. Brent P. Goodsell serves as Senior Vice President - East Region. He joined Vulcan in 2021 as President of the Central Division. He began his career in his family-owned waste management business which was acquired by Republic Services in 1999. Mr. Goodsell held numerous leadership positions of increasing responsibility within Republic Services, including 10 years as an Area President. Jerry F. Perkins Jr. is Chief Administrative Officer. He previously served as Senior Vice President of Business Development, Commercial Excellence, Land and Logistics since March 2024. Prior to that role, he served as Senior Vice President of the Southern Gulf Coast and Mountain West Divisions since August 2021 and, prior to that role, served as Senior Vice President of the Southern Gulf Coast and Southwest Divisions since March 2020. Prior to that role, he was President of the Southern and Gulf Coast Division. He also served as General Counsel and Corporate Secretary and held various legal leadership roles for Vulcan. Before joining Vulcan in 2002, he worked as a certified public accountant (CPA) at a global accounting firm and was an attorney with Burr & Forman LLP in Birmingham, Alabama. Randy L. Pigg was elected Vice President, Controller and Principal Accounting Officer in April 2018. He served as Vice President, Accounting since June 2016, and prior to that served as Director, Financial Shared Services since April 2014. Prior to that, he served in a number of positions with Vulcan, including Manager, Financial Research & Reporting and Finance Director of the Central Region. James T. Polomsky serves as Senior Vice President - West Region. Mr. Polomsky joined Vulcan in 2007 as a Business Analyst in the former Midwest Division. Since that time, he has held various positions including Transportation Services Manager, Project Manager, National Account Sales Manager, Vice President of Sales, and Vice President & General Manager. Mr. Polomsky was promoted to the position of President of the Western Division in 2020. Form 10-K 34 Part II