What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-04-29 compared with 2025-10-30 · 168 added, 272 removed, 674 unchanged (39% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

Unaudited September 30

Unaudited March 31

2026 December 31

2024 September 30

2025 March 31

Cash and cash equivalents $ 140.2 $ 183.3 $ 181.3

Restricted cash 3.5 6.1 11.6

Accounts and notes receivable, gross 1,197.1 905.5 1,030.9

Allowance for credit losses ( 12.3 ) ( 13.2 ) ( 13.5 )

Accounts and notes receivable, net 965.6 887.7 928.9

4 unchanged sentences

Investments and long-term receivables 33.7 33.7 31.3

Property, plant & equipment, cost 14,641.6 14,516.8 12,350.5

Allowances for depreciation, depletion & amortization ( 6,288.9 ) ( 6,055.3 ) ( 5,937.0 )

Property, plant & equipment, net 8,100.3 8,148.6 8,381.3

5 unchanged sentences

Current maturities of long-term debt $ 0.0 $ 0.4 $ 0.5

Short-term debt 197.0 0.0 0.0

Trade payables and accruals 398.8 438.5 354.7

20 unchanged sentences

The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

Part I Financial Information

VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF

COMPREHENSIVE INCOME

Condensed Consolidated Statements of Comprehensive Income

Unaudited Three Months Ended

September 30 Nine Months Ended

in millions, except per share data 2026 2025

3 unchanged sentences

Selling, administrative and general expenses ( 135.7 ) ( 138.3 )

Gain on sale of property, plant & equipment and businesses 0.6 0.2 9.2 4.6

Loss on impairments 0.0 ( 86.6 ) 0.0 ( 86.6 )

Gain (loss) on sale of property, plant & equipment and businesses ( 0.3 ) 7.4

Other operating expense, net ( 21.3 ) ( 8.0 )

1 unchanged sentence

Other nonoperating income (expense), net

0.7 ( 3.8 ) 0.4 ( 12.7 )

Interest expense, net ( 53.9 ) ( 59.7 )

Earnings from continuing operations before income taxes

488.6 294.9 1,066.9 833.1

Income tax expense ( 45.9 ) ( 33.8 )

3 unchanged sentences

Earnings attributable to noncontrolling interest

( 0.5 ) ( 0.5 )

Net earnings attributable to Vulcan $ 165.5 $ 128.9

20 unchanged sentences

The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

Part I Financial Information

VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES

Condensed Consolidated Statements of Cash Flows

Unaudited Nine Months Ended

Unaudited Three Months Ended

in millions 2026 2025

4 unchanged sentences

Noncash operating lease expense 13.5 13.5

Net gain on sale of property, plant & equipment and businesses ( 9.2 ) ( 4.6 )

Loss on impairments 0.0 86.6

Net (gain) loss on sale of property, plant & equipment and businesses

Contributions to pension plans ( 0.8 ) ( 1.2 )

9 unchanged sentences

Payment for businesses acquired, net of acquired cash and adjustments

( 8.5 ) ( 206.4 )

Other, net 0.0 0.1

2 unchanged sentences

Proceeds from short-term debt 197.0 0.0

Payment of short-term debt ( 550.0 ) ( 8.0 )

Payment of short-term debt and other financing obligations ( 50.0 ) 0.0

Payment of current maturities and long-term debt ( 0.4 ) ( 400.4 )

Debt issuance and exchange costs 0.0 ( 3.5 )

Payment of finance leases ( 3.3 ) ( 2.9 )

2 unchanged sentences

Share-based compensation, shares withheld for taxes ( 37.8 ) ( 25.4 )

Distribution to noncontrolling interest ( 1.5 ) ( 1.8 )

Other, net 0.0 ( 0.1 )

5 unchanged sentences

The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

Part I Financial Information

Notes to Condensed Consolidated Financial Statements

12 unchanged sentences

For further information, refer to the consolidated financial statements and footnotes included in our most recent Annual Report on Form 10-K.

Operating results for the three and nine month periods ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

Operating results for the three month period ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

Our condensed consolidated financial statements reflect estimates and assumptions made by management that affect the reported amounts of assets, liabilities, revenues and expenses.

The most significant estimates and assumptions included in the preparation of these financial statements are related to goodwill and long-lived asset impairments, business combinations and purchase price allocation, pension and other postretirement benefits, environmental compliance, claims and litigation including self-insurance, and income taxes (refer to the Critical Accounting Policies included in Item 7 of our most recent Annual Report on Form 10-K).

Events that relate to conditions arising after September 30, 2025 will be reflected in management’s estimates for future periods.

Events that relate to conditions arising after March 31, 2026 will be reflected in management’s estimates for future periods.

Noncontrolling Interest

9 unchanged sentences

Restricted cash is included with cash and cash equivalents in the accompanying Condensed Consolidated Statements of Cash Flows.

Accounts and Notes Receivable

Allowance for credit losses is based on our assessment of the collectability of customer accounts.

We regularly review the allowance by considering factors such as historic experience, credit quality, the age of the accounts receivable balances, and current economic conditions that may affect a customer's ability to pay.

Allowances for credit losses were $ 10.1 million, $ 10.5 million and $ 13.0 million at March 31, 2026, December 31, 2025 and March 31, 2025, respectively.

Part I Financial Information

Inventories and supplies are stated at the lower of cost or net realizable value.

Inventories are as follows:

in millions September 30

in millions March 31

2026 December 31

2024 September 30

2025 March 31

Finished products $ 564.1 $ 557.7 $ 570.3

8 unchanged sentences

Three Months Ended

September 30 Nine Months Ended

in millions 2026 2025

7 unchanged sentences

Three Months Ended

September 30 Nine Months Ended

in millions 2026 2025

9 unchanged sentences

Three Months Ended

September 30 Nine Months Ended

in millions 2026 2025

Antidilutive common stock equivalents 0.1 0.1

RECLASSIFICATIONS

Capitalized quarry development costs of $ 160.8 million and $ 168.3 million at September 30, 2024 and December 31, 2024, respectively, were reclassified from Other noncurrent assets to Other intangible assets, net in our Condensed Consolidated Balance Sheet to conform to our current presentation.

Part I Financial Information

Property, Plant & Equipment

Property, plant & equipment are carried at cost less accumulated depreciation, depletion and amortization.

Allowances for depreciation, depletion and amortization were $ 6,483.4 million, $ 6,356.1 million and $ 6,152.9 million at March 31, 2026, December 31, 2025 and March 31, 2025, respectively.

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 and the weighted-average lease terms and discount rates are as follows:

dollars in millions Classification on the Balance Sheet September 30

dollars in millions Classification on the Balance Sheet March 31

2026 December 31

2024 September 30

2025 March 31

Operating lease ROU assets $ 686.0 $ 674.2 $ 711.9

6 unchanged sentences

Liabilities 1

Operating Other current liabilities $ 49.4 $ 49.3 $ 48.7

Finance Other current liabilities 8.2 10.7 11.4

Operating Noncurrent operating lease liabilities 540.1 521.4 503.5

Finance Other noncurrent liabilities 5.3 9.7 11.8

Operating leases

Other current liabilities $ 45.6 $ 44.5 $ 51.2

Finance leases

Other current liabilities 4.3 5.8 10.7

Operating leases

Noncurrent operating lease liabilities 525.8 522.6 556.1

Finance leases

Other noncurrent liabilities 5.6 5.0 6.9

Total lease liabilities $ 581.3 $ 577.9 $ 624.9

6 unchanged sentences

Finance leases 4.4 % 4.0 % 3.4 %

1 Balances at September 30, 2025 include lease assets and liabilities classified as held for sale as detailed in Note 16 .

Balances at March 31, 2026 and December 31, 2025 exclude lease assets and liabilities classified as held for sale as detailed in Note 16 .

Part I Financial Information

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 end of the current year.

The components of lease expense are as follows:

Three Months Ended

September 30 Nine Months Ended

in millions 2026 2025

4 unchanged sentences

Short-term lease cost 1

12.6 12.2 36.7 34.9

Variable lease cost 4.8 4.0

3 unchanged sentences

Includes the cost of leases with an initial term of one year or less (including those with terms of one month or less).

Cash paid for operating leases was $ 60.9 million and $ 55.3 million for the nine months ended September 30, 2025 and 2024, respectively.

Cash paid for finance leases (principal and interest) was $ 8.9 million and $ 10.5 million for the nine months ended September 30, 2025 and 2024, respectively.

Cash paid for operating leases was $ 20.6 million and $ 20.0 million for the three months ended March 31, 2026 and 2025, respectively.

Cash paid for finance leases (principal and interest) was $ 3.4 million and $ 3.1 million for the three months ended March 31, 2026 and 2025, respectively.

Our estimated annual effective tax rate (EAETR) is based on full-year expectations of pretax earnings, statutory tax rates and permanent differences between book and tax accounting such as percentage depletion.

3 unchanged sentences

Certain taxes may be computed outside of the EAETR and recognized when the event occurs, such as payments of share-based awards and significant, unusual, or infrequently occurring events.

In the third quarter of 2025, we recorded income tax expense from continuing operations of $ 112.4 million compared to $ 85.2 million in the third quarter of 2024.

The increase in tax expense was primarily due to the increase in pretax earnings, partially offset by the nondeductible portion of the loss on impairment recorded in the third quarter of 2024.

For the first nine months of 2025, we recorded income tax expense from continuing operations of $ 237.4 million compared to $ 208.5 million for the first nine months of 2024.

The increase in tax expense was primarily due to the increase in pretax earnings, partially offset by the nondeductible portion of the loss on impairment recorded in the third quarter of 2024.

The increase was further offset by an increase in the statutory depletion deduction and the release of a valuation allowance against deferred tax assets of a Canadian subsidiary in 2025.

In the first quarter of 2026, we recorded income tax expense from continuing operations of $ 45.9 million compared to $ 33.8 million in the first quarter of 2025.

The increase in tax expense was primarily due to the increase in pretax earnings in 2026.

As discussed in Note 8 , in May 2022, Mexican government officials unexpectedly and arbitrarily shut down our Calica operations in Mexico.

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

In 2025, we project a $ 7.6 million increase in deferred tax assets against which we have recorded a valuation allowance.

In 2026, we project a $ 6.3 million increase in deferred tax assets against which we have recorded a valuation allowance as a component of the EAETR.

A majority of the deferred tax assets relate to a net operating loss (NOL) carryforward which would expire between 2032 and 2036 if not utilized.

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

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

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

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

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

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

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

Part I Financial Information

We project Alabama NOL carryforward deferred tax assets at December 31, 2026 of $ 44.5 million against which we have a valuation allowance of $ 32.4 million.

We expect $ 8.7 million of the Alabama NOL carryforward to expire in 2025 resulting in a tax expense of $ 0.7 million (recorded as a component of the EAETR) over the previous amount of valuation allowance recorded.

We expect $ 9.5 million of the Alabama NOL carryforward to expire in 2026 resulting in a tax benefit of $ 0.8 million (recorded as a component of the EAETR) compared to the previous amount of valuation allowance recorded.

Almost all of the Alabama NOL carryforward would expire between 2026 and 2029 if not utilized.

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 quarter ended September 30, 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.

In August 2022, the Inflation Reduction Act (IRA) was signed into law, effective for tax years beginning on or after January 1, 2023.

The IRA introduced a corporate alternative minimum tax (CAMT) of 15% applicable to corporations with adjusted financial statement income (AFSI) in excess of $1 billion determined on a prior three-year average.

In 2026, we anticipate our average AFSI will exceed the applicable threshold which subjects us to CAMT for the current year and all future years.

However, we do not expect to pay any CAMT in 2026.

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

Certain provisions relevant to us became effective beginning January 1, 2026, but none are material to our effective tax rate.

A summary of our deferred tax assets and liabilities is included in Note 9 “Income Taxes” in our Annual Report on Form 10-K for the year ended December 31, 2025.

2 unchanged sentences

Costs to obtain and fulfill contracts (primarily asphalt construction paving contracts) are immaterial and are expensed as incurred when the expected amortization period is one year or less.

Our segment total revenues by geographic market for the three and nine month periods ended September 30, 2025 and 2024 are disaggregated as follows:

Three Months Ended September 30, 2025

in millions Aggregates Asphalt Concrete Total

East revenues $ 567.7 $ 68.1 $ 91.8 $ 727.6

Gulf Coast revenues 943.0 107.7 2.6 1,053.3

West revenues 281.4 240.3 143.1 664.8

Segment sales $ 1,792.1 $ 416.1 $ 237.5 $ 2,445.7

Intersegment sales ( 154.2 ) 0.0 0.0 ( 154.2 )

Total revenues 1

$ 1,637.9 $ 416.1 $ 237.5 $ 2,291.5

Three Months Ended September 30, 2024

in millions Aggregates Asphalt Concrete Total

East revenues $ 466.7 $ 64.0 $ 88.4 $ 619.1

Gulf Coast revenues 842.7 90.9 2.6 936.2

West revenues 263.0 226.2 83.4 572.6

Segment sales $ 1,572.4 $ 381.1 $ 174.4 $ 2,127.9

Intersegment sales ( 124.0 ) 0.0 0.0 ( 124.0 )

Total revenues 1

$ 1,448.4 $ 381.1 $ 174.4 $ 2,003.9

Nine Months Ended September 30, 2025

Our segment total revenues by geographic market for the three month periods ended March 31, 2026 and 2025 are disaggregated as follows:

Three Months Ended March 31, 2026

in millions Aggregates Asphalt Concrete Total

6 unchanged sentences

$ 1,352.6 $ 215.8 $ 187.5 $ 1,755.9

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

in millions Aggregates Asphalt Concrete Total

11 unchanged sentences

West market — Arizona, California, Hawaii, New Mexico and British Columbia (Canada)

Part I Financial Information

Total revenues are primarily derived from our p roduct 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.

We also generate service revenues from our asphalt construction paving business and service revenues related to our aggregates business, such as landfill tipping fees.

Our total service revenues were $ 104.7 million ( 4.6 % of total revenues) and $ 88.2 million ( 4.4 % of total revenues) for the three months ended September 30, 2025 and 2024, respectively, and $ 237.4 million ( 3.9 % of total revenues) and $ 195.0 million ( 3.5 % of total revenues) for the nine months ended September 30, 2025 and 2024, respectively.

Our total service revenues were $ 43.7 million ( 2.5 % of total revenues) and $ 44.8 million ( 2.7 % of total revenues) for the three months ended March 31, 2026 and 2025 , respectively.

Our products typically are sold to private industry and not directly to governmental entities.

10 unchanged sentences

Three Months Ended

September 30 Nine Months Ended

in millions 2026 2025

8 unchanged sentences

Under this approach, recognized contract revenue equals the total estimated contract revenue multiplied by the percentage of completion.

Future revenues from unsatisfied performance obligations (including contracts with an expected duration of 1 year or less) at September 30, 2025 and 2024 were $ 293.8 million and $ 206.5 million, respectively.

The remaining period to complete the obligations at September 30, 2025 ranged from 0 months to 46 months.

Future revenues from unsatisfied performance obligations (including contracts with an expected duration of 1 year or less) at March 31, 2026 and 2025 were $ 204.2 million and $ 229.9 million, respectively.

The remaining period to complete the obligations at March 31, 2026 ranged from 1 month to 28 months.

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

10 unchanged sentences

• are both volume and time limited

Part I Financial Information

We are the exclusive sales agent for, and transmit quarterly to the purchaser the proceeds from the sale of, the purchaser’s share of aggregates production.

5 unchanged sentences

Three Months Ended

September 30 Nine Months Ended

in millions 2026 2025

2 unchanged sentences

Deferred revenue balance at end of period $ 136.5 $ 143.7

Based on expected sales from the specified quarries, we expect to recognize $ 7.5 million of VPP deferred revenue as income during the twelve-month period ending September 30, 2026 (reflected in other current liabilities in our September 30, 2025 Condensed Consolidated Balance Sheet).

Based on expected sales from the specified quarries, we expect to recognize $ 7.5 million of VPP deferred revenue as income during the twelve-month period ending March 31, 2027 (reflected in other current liabilities in our March 31, 2026 Condensed Consolidated Balance Sheet).

FAIR VALUE MEASUREMENTS

5 unchanged sentences

Our assets subject to fair value measurement on a recurring basis are summarized below:

in millions September 30

in millions March 31

2026 December 31

2024 September 30

2025 March 31

Level 1 Fair Value

8 unchanged sentences

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 of the Rabbi Trusts’ investments were $ 3.9 million and $ 3.8 million for the nine months ended September 30, 2025 and 2024, respectively.

The portions of the net gains related to investments still held by the Rabbi Trusts at September 30, 2025 and 2024 were $ 1.5 million and $ 3.7 million, respectively.

Net gains of the Rabbi Trusts’ investments were $ 1.4 million and $ 0.3 million for the three months ended March 31, 2026 and 2025, respectively.

Unrealized gains on investments held by the Rabbi Trusts at March 31, 2026 and 2025 were $ 1.2 million and $ 3.1 million, respectively.

Part I Financial Information

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.

6 unchanged sentences

These interest rate locks were designated as cash flow hedges.

The gain/loss upon settlement of these cash flow hedges is deferred (recorded in accumulated other comprehensive income (AOCI)) and amortized to interest expense over the term of the related debt.

The gain/loss upon settlement of these cash flow hedges is deferred (recorded in accumulated other comprehensive income (loss) (AOCI)) and amortized to interest expense over the term of the related debt.

This amortization was reflected in the accompanying Condensed Consolidated Statements of Comprehensive Income as follows:

1 unchanged sentence

Location Three Months Ended

September 30 Nine Months Ended

2025 2024 2025 2024

Loss reclassified from AOCI Interest expense $ ( 0.6 ) $ ( 0.6 )

For the twelve-month period ending September 30, 2026, we estimate that $ 2.4 million of the $ 16.4 million net of tax loss in AOCI will be reclassified to interest expense.

For the twelve-month period ending March 31, 2027, we estimate that $ 2.5 million of the $ 15.5 million net of tax loss in AOCI will be reclassified to interest expense.

Part I Financial Information

Debt is detailed as follows:

in millions Effective

Interest Rates September 30

Interest Rates March 31

2026 December 31

2024 September 30

2025 March 31

Bank line of credit expires 2029

1 unchanged sentence

Commercial paper expires 2029

Total short-term debt $ 0.0 $ 0.0 $ 0.0

Bank line of credit expires 2029 1

197.0 0.0 0.0

Total short-term debt $ 197.0 $ 0.0 $ 0.0

Commercial paper expires 2029 1

16 unchanged sentences

5.82 % 750.0 750.0 750.0

5.70 % notes due 2054

5.82 % 750.0 750.0 0.0

Other notes 0.0 0.5 0.6

5 unchanged sentences

Estimated fair value of long-term debt $ 4,243.0 $ 4,333.3 $ 4,794.5

1 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 $ 4.0 million and $ 5.5 million of net interest expense for these items for the nine months ended September 30, 2025 and 2024, respectively.

Borrowings on the commercial paper program 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 $ 1.3 million and $ 1.4 million of net interest expense for these items for the three months ended March 31, 2026 and 2025, respectively.

Line of Credit and Commercial Paper Program

1 unchanged sentence

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

As of September 30, 2025, we were in compliance with the commercial paper covenants.

As of March 31, 2026, 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 September 30, 2025, there were no outstanding commercial paper borrowings.

As of March 31, 2026, we had $ 197.0 million in short-term commercial paper borrowings with a 3.95 % effective interest rate.

Our $ 1,600.0 million unsecured line of credit was amended in November 2024 to extend the maturity date from August 2027 to November 2029.

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

As of September 30, 2025, we were in compliance with the line of credit covenants.

As of March 31, 2026, we were in compliance with the line of credit covenants.

Borrowings on the line of credit bear interest, at our option, at either SOFR plus a margin or Truist Bank’s base rate plus a margin.

2 unchanged sentences

We also pay a commitment fee on the daily average unused amount of the line of credit that ranges from 0.090 % to 0.225 % determined by our credit ratings.

As of September 30, 2025, the margin for SOFR borrowings was 1.125 %, the margin for base rate borrowings was 0.125 % and the commitment fee for the unused amount was 0.100 %.

As of September 30, 2025, our available borrowing capacity under the line of credit was $ 1,576.7 million.

As of March 31, 2026, the margin for SOFR borrowings was 1.125 %, the margin for base rate borrowings was 0.125 % and the commitment fee for the unused amount was 0.100 %.

Part I Financial Information

As of March 31, 2026, our available borrowing capacity under the line of credit was $ 1,576.9 million.

Utilization of the borrowing capacity was as follows:

▪ No ne was borrowed

• None was borrowed

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

1 unchanged sentence

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

As of September 30, 2025, we were in compliance with all term debt covenants.

As of March 31, 2026, we were in compliance with all term debt covenants.

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.

1 unchanged sentence

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

Additionally, in February 2026, we paid a $ 50.0 million note payable (included in other current liabilities in the accompanying Condensed Consolidated Balance Sheet at December 31, 2025) related to an acquisition completed in 2022.

Standby Letters of Credit

2 unchanged sentences

Except for $ 1.1 million of letters of credit related to acquisitions completed in 2024, our standby letters of credit are issued by banks that participate in our $ 1,600.0 million line of credit and reduce the borrowing capacity thereunder.

Our standby letters of credit as of September 30, 2025 are summarized by purpose in the table below:

Our standby letters of credit as of March 31, 2026 are summarized by purpose in the table below:

Risk management insurance $ 9.8

1 unchanged sentence

Total standby letters of credit $ 24.2

Part I Financial Information

COMMITMENTS AND CONTINGENCIES

1 unchanged sentence

As the holder of the operating interest, we have responsibility to bear the cost of mining and producing the reserves attributable to this nonoperating interest.

As stated in Note 2 , our lease liabilities totaled $ 603.0 million as of September 30, 2025.

As summarized by purpose in Note 7 , our standby letters of credit totaled $ 28.5 million as of September 30, 2025.

As described in Note 9 , our asset retirement obligations totaled $ 446.1 million as of September 30, 2025.

As stated in Note 2 , our lease liabilities totaled $ 581.3 million as of March 31, 2026.

As summarized by purpose in Note 7 , our standby letters of credit totaled $ 24.2 million as of March 31, 2026.

As described in Note 9 , our asset retirement obligations totaled $ 460.0 million as of March 31, 2026.

Litigation and Environmental Matters

8 unchanged sentences

Amounts accrued for environmental matters (measured on an undiscounted basis) are presented below:

in millions September 30

in millions March 31

2026 December 31

2024 September 30

2025 March 31

Continuing operations $ 45.6 $ 45.7 $ 47.7

3 unchanged sentences

It is not possible to determine with precision the outcome, or the amount of liability, if any, under these lawsuits, especially where the cases involve possible jury trials with as yet undetermined jury panels.

In addition to these lawsuits in which we are involved in the ordinary course of business, certain other material legal proceedings are more specifically described below:

In addition to these lawsuits in which we are involved in the ordinary course of business, certain other material legal proceedings are specifically described below.

• LOWER PASSAIC RIVER STUDY AREA (DISCONTINUED OPERATIONS and SUPERFUND SITE) — The Lower Passaic River Study Area is part of the Diamond Shamrock Superfund Site in New Jersey.

Vulcan and approximately 70 other companies are parties (collectively the Cooperating Parties Group, CPG) to a May 2007 Administrative Order on Consent (AOC) with the EPA to perform a Remedial Investigation/Feasibility Study (draft RI/FS) of the lower 17 miles of the Passaic River (River).

Vulcan and approximately 70 other companies are parties to a May 2007 Administrative Order on Consent with the EPA to perform a Remedial Investigation/Feasibility Study (draft RI/FS) of the lower 17 miles of the Passaic River (River).

The draft RI/FS was submitted recommending a targeted hot spot remedy;

however, the EPA issued a record of decision (ROD) in March 2016 that calls for a bank-to-bank dredging remedy for the lower 8 miles of the River.

however, the EPA issued a record of decision in March 2016 that calls for a bank-to-bank dredging remedy for the lower 8 miles of the River.

The EPA estimates that the cost of implementing this proposal is $ 1.38 billion.

1 unchanged sentence

Efforts to investigate and remediate the River have been underway for many years and have involved hundreds of entities that have had operations on or near the River at some point during the past several decades.

We formerly owned a chemicals operation near the mouth of the River, which was sold in 1974.

We formerly owned a chemicals

Part I Financial Information

operation near the mouth of the River, which was sold in 1974.

The major risk drivers in the River have been identified to include dioxins, PCBs, DDx and mercury.

We did not manufacture any of these risk drivers and have no evidence that any of these were discharged into the River by Vulcan.

In August 2017, the EPA informed certain members of the CPG, including Vulcan and others, that it planned to use the services of a third-party allocator with the expectation of offering cash-out settlements to some parties in connection with the bank-to-bank remedy identified in the ROD.

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 December 2020.

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

Vulcan and certain of the other PRPs that received the joint confidential settlement demand (the Settling Defendants) reached an agreement to settle with the EPA/DOJ and negotiated a Consent Decree.

In 2021, certain PRPs, including Vulcan, received a joint confidential settlement demand from the EPA/Department of Justice (DOJ).

Vulcan and certain of the other PRPs that received the joint confidential settlement demand reached an agreement to settle with the EPA/DOJ and negotiated a Consent Decree.

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

7 unchanged sentences

It is unknown at this time how the settlement and approval of the Consent Decree with the EPA/DOJ would affect the Occidental lawsuits.

▪ TEXAS BRINE MATTER (DISCONTINUED OPERATIONS) — During operation of its former Chemicals Division, Vulcan leased the right to mine salt out of an underground salt dome formation in Assumption Parish, Louisiana from 1976 - 2005.

Throughout that period, Texas Brine Company (Texas Brine) was the operator contracted by Vulcan to mine and deliver the salt as brine.

We sold our Chemicals Division in 2005 and transferred our rights and interests related to the salt and mining operations to the purchaser, a subsidiary of Occidental Chemical Company (Occidental), and we have had no association with the leased premises or Texas Brine since that time.

In August 2012, a sinkhole developed in the vicinity of the Texas Brine mining operations.

Numerous lawsuits were filed thereafter in state court in Assumption Parish, Louisiana.

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.

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 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.

In general, Texas Brine alleged 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 included 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 filed a lawsuit against Vulcan seeking indemnity for potential exposure Texas Brine was subject to in its related arbitration with Occidental, to the State of Louisiana, and for ongoing and future Louisiana regulatory matters.

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

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.

2 unchanged sentences

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.

Our first-layer insurance carrier has funded all settlements to date.

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.

6 unchanged sentences

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.

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) wellfield.

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 August 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.

4 unchanged sentences

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's actual cost is likely to be in excess of these publicly-reported estimates.

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

Both treatment systems received substantial grants of Proposition 1 bond funding from the SWRCB.

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

LADWP has also indicated that it may assert claims related to the historical inability to use water in the vicinity of its well fields.

We anticipate continued discussions with LADWP regarding its potential claims.

According to information available on the California State Water Resources Control Board (SWRCB) website, the

Part I Financial Information

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 wellfields.

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.

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 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 NHC systems.

Together, these efforts will allow us to analyze our anticipated equitable contribution to LADWP’s treatment 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, and the cost-effectiveness of the LADWP 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.

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

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.

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.

• 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.

17 unchanged sentences

In addition, losses on certain claims and litigation described above may be subject to limitations on a per occurrence basis by excess insurance, as described in our most recent Annual Report on Form 10-K.

Part I Financial Information

ASSET RETIREMENT OBLIGATIONS

6 unchanged sentences

Three Months Ended

September 30 Nine Months Ended

in millions 2026 2025

ARO Operating Costs

Accretion $ 5.0 $ 4.3

5 unchanged sentences

Three Months Ended

September 30 Nine Months Ended

in millions 2026 2025

Asset Retirement Obligations

ARO liability balance at beginning of period

$ 456.5 $ 427.4

Liabilities incurred 0.0 0.0

3 unchanged sentences

Revisions, net

( 10.0 ) 12.2 ( 10.1 ) 19.1

ARO liability balance at end of period

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

The increase in ARO liabilities from the prior year primarily relates to acquisitions completed in 2024 (see Note 16 ) and cost adjustments for a number of aggregates properties in California that are being reclaimed for alternative uses post mining.

$ 460.0 $ 429.5

Part I Financial Information

BENEFIT PLANS

6 unchanged sentences

Three Months Ended

September 30 Nine Months Ended

in millions 2026 2025

2 unchanged sentences

Expected return on plan assets ( 9.0 ) ( 7.8 )

Amortization of prior service cost 0.0 0.2 0.0 0.7

Amortization of actuarial loss 1.2 1.2

1 unchanged sentence

Pretax amortization from AOCI $ 1.2 $ 1.2

Contributions to pension plans, as reflected on the Condensed Consolidated Statements of Cash Flows, pertain to benefit payments under nonqualified plans and qualified plan contributions of $ 13.8 million and $ 7.1 million for the nine months ended September 30, 2025 and 2024, respectively.

Contributions to pension plans, as reflected on the Condensed Consolidated Statements of Cash Flows, pertain to benefit payments under nonqualified plans and qualified plan contributions of $ 0.8 million and $ 1.2 million for the three months ended March 31, 2026 and 2025, respectively.

Postretirement Plans

4 unchanged sentences

Three Months Ended

September 30 Nine Months Ended

in millions 2026 2025

5 unchanged sentences

Pretax amortization from AOCI

$ 0.1 $ 0.2 $ 0.4 $ 0.6

Defined Contribution Plans

2 unchanged sentences

Under these plans, we match employees’ eligible contributions at established rates.

Expense recognized in connection with these matching obligations totaled $ 61.3 million and $ 67.2 million for the nine months ended September 30, 2025 and 2024, respectively.

Expense recognized in connection with these matching obligations totaled $ 21.0 million and $ 17.0 million for the three months ended March 31, 2026 and 2025, respectively (reported within other current liabilities in our accompanying Condensed Consolidated Balance Sheets).

Part I Financial Information

OTHER COMPREHENSIVE INCOME

2 unchanged sentences

The components of OCI are presented in the accompanying Condensed Consolidated Statements of Comprehensive Income, net of applicable taxes.

Amounts in accumulated other comprehensive income (loss) (AOCI), net of tax, are as follows:

in millions September 30

Amounts in AOCI, net of tax, are as follows:

in millions March 31

2026 December 31

2024 September 30

2025 March 31

Cash flow hedges $ ( 15.5 ) $ ( 16.0 ) $ ( 17.3 )

1 unchanged sentence

Total AOCI $ ( 124.2 ) $ ( 125.6 ) $ ( 126.0 )

Changes in AOCI, net of tax, for the nine months ended September 30, 2025 are as follows:

Changes in AOCI, net of tax, for the three months ended March 31, 2026 are as follows:

in millions Cash Flow

4 unchanged sentences

Amounts reclassified from AOCI 0.5 0.9 1.4

AOCI Balances as of September 30, 2025 $ ( 16.4 ) $ ( 106.7 ) $ ( 123.1 )

AOCI Balances as of March 31, 2026 $ ( 15.5 ) $ ( 108.7 ) $ ( 124.2 )

Amounts reclassified from AOCI to earnings are as follows:

Three Months Ended

September 30 Nine Months Ended

in millions 2026 2025

8 unchanged sentences

Total reclassifications from AOCI to earnings $ 1.4 $ 1.4

Part I Financial Information

Our capital stock consists solely of common stock, par value $ 1.00 per share, of which 480,000,000 shares may be issued.

2 unchanged sentences

The terms and provisions of such shares will be determined by our Board of Directors upon any issuance of preferred shares in accordance with our Certificate of Incorporation.

There were no shares held in treasury as of September 30, 2025, December 31, 2024 and September 30, 2024.

There were no shares held in treasury as of March 31, 2026, December 31, 2025, or March 31, 2025.

Our common stock purchases (all of which were open market purchases) and subsequent retirements for the year-to-date periods ended are as follows:

in millions, except average price September 30

in millions, except average price March 31

2026 December 31

2024 September 30

2025 March 31

Number of shares purchased and retired 0.5 1.5 0.2

2 unchanged sentences

Average price per share

$ 296.47 $ 283.82 $ 224.36

The amount paid to purchase shares in excess of the par value and related excise taxes are recorded in retained earnings.

As of September 30, 2025, 6,647,118 shares may be purchased under the current authorization of our Board of Directors.

As of March 31, 2026, 4,768,487 shares may be purchased under the current authorization of our Board of Directors.

Changes in total equity are summarized below:

Three Months Ended

September 30 Nine Months Ended

in millions, except per share data 2026 2025

12 unchanged sentences

Balance at beginning of period $ 23.8 $ 23.9

Distribution to noncontrolling interest 0.0 ( 1.8 ) ( 1.5 ) ( 1.8 )

Earnings attributable to noncontrolling interest

Other noncontrolling interest

0.0 0.0 ( 0.1 ) 0.0

Balance at end of period $ 24.4 $ 24.4

Balance at end of period $ 8,475.7 $ 8,158.5

Part I Financial Information

SEGMENT REPORTING

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

Our chief operating decision maker, 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.

7 unchanged sentences

Three Months Ended

September 30 Nine Months Ended

in millions 2026 2025

1 unchanged sentence

$ 1,450.5 $ 1,335.9

416.1 381.1 993.7 918.5

Concrete 187.5 177.0

13 unchanged sentences

Selling, administrative and general expenses $ ( 135.7 ) $ ( 138.3 )

Loss on impairments 0.0 ( 86.6 ) 0.0 ( 86.6 )

Other operating income (expense), net ( 8.7 ) ( 12.4 ) ( 19.0 ) ( 19.3 )

Other operating expense, net

( 21.6 ) ( 0.6 )

Other nonoperating income (expense), net 1.4 ( 2.6 )

3 unchanged sentences

Includes product sales as well as service revenues (see Note 4 ) from our asphalt construction paving business.

Part I Financial Information

Segment Financial Disclosure (Continued)

Three Months Ended

September 30 Nine Months Ended

in millions 2026 2025

13 unchanged sentences

Aggregates $ 14,415.2 $ 14,351.9

Concrete 977.1 794.8

Asphalt 733.8 815.0

1,037.3 1,043.3

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 Includes assets classified as held for sale (see Note 16 for additional information).

5 The increase in total identifiable assets is primarily due to acquisitions completed in 2024 (see Note 16 for additional information).

Part I Financial Information

SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental information referable to our Condensed Consolidated Statements of Cash Flows is summarized below:

Nine Months Ended

Three Months Ended

in millions 2026 2025

4 unchanged sentences

Accruals for purchases of property, plant & equipment $ 37.7 $ 33.2

Note received from sale of business 0.0 0.9

Recognition of new and revised lease obligations:

6 unchanged sentences

We test goodwill for impairment on an annual basis or more frequently if events or circumstances change in a manner that would more likely than not reduce the fair value of a reporting unit below its carrying value.

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 was no charge for goodwill impairment in the nine-month period ended September 30, 2025.

There were no charges for goodwill impairment in the three-month periods ended March 31, 2026 or 2025.

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).

Changes in the carrying amount of goodwill by reportable segment from December 31, 2024 to September 30, 2025 are shown below:

Changes in the carrying amount of goodwill by reportable segment from December 31, 2025 to March 31, 2026 are shown below:

in millions Aggregates Asphalt Concrete Total

4 unchanged sentences

0.0 0.0 0.0 0.0

Goodwill at September 30, 2025 $ 3,724.6 $ 91.6 $ 23.3 $ 3,839.5

1 See Note 16 for acquisitions and divestitures.

Goodwill at March 31, 2026 $ 3,666.0 $ 91.6 $ 23.3 $ 3,780.9

Part I Financial Information

ACQUISITIONS AND DIVESTITURES

Business Acquisitions

2025 BUSINESS ACQUISITIONS — Through the nine months ended September 30, 2025, we completed no business acquisitions.

2024 BUSINESS ACQUISITIONS — Through the nine months ended September 30, 2024, we acquired operations in Alabama, North Carolina and Texas for total cash consideration of $ 206.4 million.

For the full year 2024, including adjustments made in the current year, we acquired the following operations for total consideration of $ 2,305.6 million ($ 2,274.6 million cash and $ 31.0 million noncash):

▪ Alabama — aggregates, asphalt mix and construction paving operations

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

▪ North Carolina — aggregates operations

▪ South Carolina — aggregates operations

▪ Texas — asphalt mix and construction paving operations

While none of these acquisitions were individually material, our fourth quarter acquisitions of Wake Stone Corporation (Wake Stone) and Superior Ready Mix, L.P.

(Superior) were collectively material.

The unaudited pro forma financial information in the table below summarizes the results of operations for Vulcan, Wake Stone and Superior as if they were combined as of January 1, 2023.

The pro forma financial information does not reflect any cost savings, operating efficiencies or synergies as a result of these acquisitions.

Consistent with the assumed acquisition date of January 1, 2023, the pro forma information excludes transactions between Vulcan, Wake Stone and Superior.

The following pro forma information also includes:

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;

3) depreciation, depletion, amortization & accretion expense related to the mark up to fair value of acquired assets;

4) interest expense reflecting the new debt structure;

and 5) tax effects of the business combination:

in millions Three Months Ended

September 30, 2024 Nine Months Ended

September 30, 2024

Supplemental Pro Forma Results

Total revenues $ 2,106.4 $ 5,875.0

Net earnings attributable to Vulcan 189.6 565.6

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.

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) of assets acquired and liabilities assumed are summarized below:

in millions September 30

Fair Value of Purchase Consideration

Cash $ 2,067.8

Payable to seller 31.0

Total fair value of purchase consideration $ 2,098.8

Identifiable Assets Acquired and Liabilities Assumed

Inventories $ 35.0

Property, plant & equipment 1,929.7

Identifiable intangible assets 244.2

Other assets 61.9

Asset retirement obligations ( 70.7 )

Deferred tax liabilities ( 311.7 )

Other liabilities ( 175.6 )

Net identifiable assets acquired $ 1,712.8

Goodwill $ 386.0

As a collective result of the Wake Stone and Superior acquisitions, as well as other immaterial acquisitions completed in 2024, we recognized $ 275.0 million of amortizable intangible assets and $ 395.0 million of goodwill.

The amortizable intangible assets will be amortized against earnings over a weighted-average of approximately 20 years and will be deductible for income tax purposes over 15 years.

The $ 395.0 million of goodwill primarily represents deferred tax liabilities generated from carrying over the seller's tax basis in the assets acquired as well as synergies expected to be realized from acquiring established businesses with assets that have been assembled over a long period of time;

the collection of those assets combined with our assets can earn a higher rate of return than either individually.

Of the total goodwill recognized, $ 83.3 million will be deductible for income tax purposes.

2026 BUSINESS ACQUISITIONS — Through the three months ended March 31, 2026, we completed no business acquisitions.

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

Divestitures and Pending Divestitures

In 2025, we sold:

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

We had no significant divestitures through the nine months ended September 30, 2024.

Certain Texas asphalt and construction paving operations met the criteria for held for sale as of September 30, 2025.

The major classes of assets and liabilities classified as held for sale as of September 30 are presented in the table below.

Subsequent to quarter end, we completed the sale of these Texas asphalt and construction paving assets.

No material assets met the criteria for held for sale at December 31, 2024 and September 30, 2024.

in millions September 30

In the first quarter of 2025, we sold non-strategic aggregates locations in rural West Texas with limited reserves resulting in an immaterial gain.

During the fourth quarter of 2025, we entered into an agreement for the disposition of our ready-mixed concrete businesses in California.

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

The probable divestiture of these assets and liabilities was presented as held for sale in the accompanying Condensed Balance Sheet at March 31, 2026 and December 31, 2025.

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

The carrying value of the major classes of assets and liabilities classified as held for sale as of March 31, 2026 and December 31, 2025 are as follows:

in millions March 31

2026 December 31

2024 September 30

2025 March 31

Held for Sale

11 unchanged sentences

Noncurrent finance lease liabilities ( 0.3 ) ( 0.6 ) 0.0

Other liabilities, net

( 1.6 ) 0.0 0.0

Total liabilities held for sale $ ( 27.5 ) $ ( 29.3 ) $ 0.0

Additionally, on October 28, 2025, we entered into an agreement for the disposition of our ready-mixed concrete businesses in California.

Subject to obtaining regulatory approvals and the satisfaction of other customary closing conditions, we expect to close this transaction in the fourth quarter of 2025.

These assets did not meet the criteria for classification as held for sale at September 30, 2025.

Part I Financial Information

NEW ACCOUNTING STANDARDS

1 unchanged sentence

Accounting Standards Pending Adoption

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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 Accounting Standard Update (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.

Part I Financial Information

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-Q

Item 1. Financial Statements