What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-04-29 compared with 2025-10-30 · 135 added, 189 removed, 404 unchanged (45% of the section changed)

31 unchanged sentences

Furthermore, our sales and earnings are sensitive to national, regional and local economic conditions, demographic and population fluctuations, and particularly to cyclical swings in construction spending, primarily in the private sector.

Part I Financial Information

Executive Summary

FINANCIAL HIGHLIGHTS FOR THIRD QUARTER 2025

Compared to third quarter of 2024:

FINANCIAL HIGHLIGHTS FOR FIRST QUARTER 2026

Compared to first quarter of 2025:

• Total revenues increased $121.3 million, or 7%, to $1,755.9 million

7 unchanged sentences

• Asphalt and Concrete segment gross profit increased $14.4 million to $22.4 million, collectively

▪ Selling, administrative and general (SAG) expenses increased $16.2 million and decreased 10 basis points as a percentage of total revenues

• Selling, administrative and general (SAG) expenses decreased $2.6 million and decreased 80 basis points as a percentage of total revenues

• Operating earnings increased $39.0 million, or 17%, to $265.4 million

3 unchanged sentences

• Adjusted EBITDA was $447.1 million, an increase of $36.2 million, or 9%

▪ Returned capital to shareholders via dividends of $64.7 million at $0.49 per share versus $60.8 million at $0.46 per share, an increase of 6%

The combination of our aggregates-led business and our commercial and operational execution has resulted in strong earnings growth and margin expansion through the first nine months of 2025.

Net earnings attributable to Vulcan has improved 33% over the prior year, Adjusted EBITDA has improved 20% over the prior year, and Adjusted EBITDA margin has expanded 290 basis points on a year-to-date basis.

Aggregates gross profit per ton increased 11%, and cash gross profit per ton increased 12% with widespread improvements across our footprint.

These results demonstrate the compounding benefits of our strategic disciplines and reinforce our confidence in our ability to continue to deliver strong earnings growth and cash generation.

Through the first nine months, cash provided by operating activities was $1,270.0 million, a 31% increase over the prior year.

Capital expenditures for maintenance and growth projects were $234.9 million in the third quarter ($441.8 million on a year-to-date basis), and we returned $64.7 million to shareholders through dividends, a 6% increase versus the prior year.

We used $550.0 million of cash on hand to pay down our outstanding commercial paper balance, resulting in a ratio of total debt to trailing-twelve months Adjusted EBITDA of 1.9 times (1.8 times on a net debt basis, reflecting $195.2 million of cash on hand).

Our weighted-average debt maturity was 14.0 years, and our total weighted-average effective interest rate was 5.04%.

Interest expense, net of interest income, was $55.3 million in the third quarter compared with $38.4 million in the prior year.

The $16.9 million increase is primarily due to a higher debt level resulting from the November 2024 notes issuances.

On a trailing-twelve months basis, return on invested capital improved 40 basis points over the prior year to 16.5% through a combination of solid operating earnings, disciplined capital management and a balanced approach to growth.

Subsequent to quarter end, we completed the disposition of our asphalt and construction services assets in the greater Houston market.

Additionally, on October 28, 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 the transaction in the fourth quarter of 2025.

The sale of these downstream assets is consistent with our aggregates-led strategy and generates cash proceeds that can be redeployed into attractive growth opportunities in the future.

• Returned capital to shareholders via dividends of $67.9 million at $0.52 per share versus $66.0 million at $0.49 per share

• Returned capital to shareholders via share repurchases of $149.5 million at $296.47 average price per share compared to $38.1 million at $224.36 average price per share

The combination of our advantaged aggregates-led business and consistent focus on our strategic disciplines resulted in a 28% improvement in net earnings attributable to Vulcan, 9% growth in Adjusted EBITDA, and a 40 basis point expansion in Adjusted EBITDA margin in the first quarter.

Our strategy and execution, enhanced by innovation and technology, position us well to deliver strong earnings growth and cash generation.

With this focus, and the financial strength and flexibility to grow, we will continue to drive sustainable value creation and win the future in aggregates.

Through the first three months, cash provided by operating activities was $241.1 million.

Capital expenditures for maintenance and growth projects were $90.4 million in the first quarter.

We returned $67.9 million to shareholders through dividends (a 3% increase versus the prior year) and $149.5 million through share repurchases (a 292% increase versus the prior year).

As of March 31, 2026, the ratio of total debt to trailing-twelve months Adjusted EBITDA was 1.9 times (1.9 times on a net debt basis, reflecting $143.7 million of cash on hand).

Our weighted-average debt maturity was 13.1 years, and our weighted-average effective interest rate was 4.99%.

On a trailing-twelve months basis, return on invested capital of 16.0% decreased 20 basis points over the prior year primarily as a result of acquisitions completed in the fourth quarter of 2024.

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

We continue to execute well and remain focused on delivering another year of margin expansion and attractive growth in aggregates unit profitability.

Aggregates shipments through the third quarter have increased 3%, and we expect full year shipments to reflect similar year-over-year growth.

As a result, we expect to deliver between $2,350 million and $2,450 million of Adjusted EBITDA in 2025, representing 17% year-over-year growth at the midpoint.

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

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

We are well positioned with an irreplaceable asset base and outstanding talent.

Our strategic disciplines on both the commercial and operational sides of our business continue to gain traction and sustain improvements.

These competitive advantages, coupled with modest growth in shipments and mid-single digit growth in pricing, will help drive another year of earnings growth in 2026 and expansion in aggregates cash gross profit per ton that continues to exceed historical averages.

We reiterate our full-year outlook to deliver between $2.4 and $2.6 billion of Adjusted EBITDA.

Our execution in the first quarter, in addition to a healthy backlog supported by large projects and public construction activity, gives us good momentum heading into the rest of the year.

We continue to monitor the potential impacts from geopolitical uncertainty but, as always, will remain focused on what we can control to drive durable growth.

Part I Financial Information

Results of Operations

5 unchanged sentences

Three Months Ended

September 30 Nine Months Ended

in millions, except per share and per unit data 2026 2025

5 unchanged sentences

SAG as a percentage of total revenues 7.7% 8.5%

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

Operating earnings 265.4 226.4

1 unchanged sentence

Earnings from continuing operations before income taxes

488.6 294.9 1,066.9 833.1

Income tax expense (45.9) (33.8)

14 unchanged sentences

Freight-adjusted sales price $ 22.80 $ 22.03

Tons 4.3 4.1 10.4 10.2

Average sales price $ 83.71 $ 81.32

2 unchanged sentences

Average sales price $ 190.45 $ 189.38

1 Non-GAAP measures are defined and reconciled within this Item 2 under the caption " Reconciliation of Non-GAAP Financial Measures ".

THIRD QUARTER 2025 COMPARED TO THIRD QUARTER 2024

Third quarter 2025 total revenues were $2,291.5 million, up 14% from the third quarter of 2024.

Non-GAAP measures are defined and reconciled within this Item 2 under the caption " Reconciliation of Non-GAAP Financial M easures .

Part I Financial Information

FIRST QUARTER 2026 COMPARED TO FIRST QUARTER 2025

First quarter 2026 total revenues were $1,755.9 million, up 7% from the first quarter of 2025.

Shipments increased in aggregates (+5%), asphalt mix (+2%) and ready-mixed concrete (+6%).

Gross profit increased in the Aggregates segment (+$43.0 million or 12%), the Asphalt segment (+$7.4 million or 157%) and the Concrete segment (+$7.0 million or 219%).

Net earnings attributable to Vulcan for the third quarter of 2025 were $374.9 million, or $2.82 per diluted share, compared to $207.6 million, or $1.56 per diluted share, in the third quarter of 2024.

Net earnings attributable to Vulcan for the first quarter of 2026 were $165.5 million, or $1.26 per diluted share, compared to $128.9 million, or $0.97 per diluted share, in the first quarter of 2025.

Each period’s results were impacted by discrete items, as follows:

Net earnings attributable to Vulcan for the third quarter of 2025 include:

▪ pretax charges of $0.1 million associated with non-routine acquisitions

Net earnings attributable to Vulcan for the first quarter of 2026 include:

• pretax charges of $2.0 million associated with divested operations

• pretax charges of $8.6 million related to CEO transition and reorganization charges

• pretax loss on discontinued operations of $1.4 million

• $2.2 million of tax charges related to a valuation allowance against Calica deferred tax assets, including NOL carryforwards

Net earnings attributable to Vulcan for the third quarter of 2024 include:

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

Net earnings attributable to Vulcan for the first quarter of 2025 include:

• pretax charges of $1.2 million associated with non-routine acquisitions

1 unchanged sentence

• $1.7 million of tax charges related to a valuation allowance against Calica deferred tax assets, including NOL carryforwards

Adjusted for these discrete items, earnings attributable to Vulcan from continuing operations (Adjusted Diluted EPS) was $2.84 per diluted share for the third quarter of 2025 compared to $2.22 per diluted share for the third quarter of 2024.

CONTINUING OPERATIONS — Changes in earnings from continuing operations before income taxes for the third quarter of 2025 versus the third quarter of 2024 are summarized below:

Third quarter 2024

Adjusted for these discrete items, earnings attributable to Vulcan from continuing operations (Adjusted Diluted EPS) were $1.35 per diluted share for the first quarter of 2026 compared to $1.00 per diluted share for the first quarter of 2025.

CONTINUING OPERATIONS — Changes in earnings from continuing operations before income taxes for the first quarter of 2026 versus the first quarter of 2025 are summarized below:

First quarter 2025

Higher aggregates gross profit 43.0

1 unchanged sentence

Higher concrete gross profit 7.0

Higher selling, administrative and general expenses (16.2)

Lower impairment charges 86.6

Higher interest expense, net (16.9)

Lower selling, administrative and general expenses

Lower gain on sale of property, plant & equipment and businesses (7.7)

Lower interest expense, net

All other (9.3)

Third quarter 2025

Solid execution in the third quarter drove strong earnings growth and margin expansion.

Aggregates segment gross profit increased 23% to $612.1 million ($9.46 on a per ton basis), and gross profit margin expanded 250 basis points to to 34.2%.

Cash gross profit per ton increased 9% to $11.84 per ton.

On a trailing-twelve months basis, cash gross profit per ton was $11.51, increasing 13% over the prior year and marking the eleventh consecutive quarter of double-digit compounding improvement in unit profitability.

Aggregates shipments increased 12% compared to the prior year, reflecting healthy public construction activity, as well as the benefit of more favorable weather in most markets.

Shipments in the prior year's third quarter were disrupted by numerous hurricanes and severe storms across the Southeast.

Freight-adjusted selling prices increased 3.5% compared to the prior year (5.0% on a mix-adjusted basis).

Reported price in the quarter was impacted by unfavorable product mix, as well as the anticipated impact of recent acquisitions.

Freight-adjusted unit cost of sales decreased 1% (decreased 2% on a unit cash cost of sales basis) as a result of continued operating cost discipline and the benefit of strong shipments in the quarter.

On a trailing-twelve months basis, unit cash cost of sales approximated the prior year, reflecting a continued focus on cost management and operating efficiencies.

Overall, non-aggregates segments gross profit of $85.1 million was $18.4 million higher than the prior year’s third quarter.

Asphalt segment gross profit was $71.0 million (an 18% improvement over the prior year), and cash gross profit was $83.9 million (a 16% improvement over the prior year).

First quarter 2026

Widespread pricing growth and effective cost control from operational execution led to a 3% improvement in aggregates cash gross profit per ton, from $10.63 per ton in the prior year to $10.93 per ton in the first quarter of 2026.

First quarter Aggregates segment gross profit increased 12% to $400.3 million ($8.01 on a per ton basis), and gross profit margin expanded 90 basis points to 27.6%.

On a trailing-twelve months basis, cash gross profit per ton was $11.38, increasing 4% over the prior year.

As compared to the prior year, first quarter aggregates shipments increased 5%, supported by large projects and continued growth in public construction activity, as well as the benefit of more typical weather in some markets.

Shipments in the prior year's first quarter were impacted by severe winter weather conditions.

Price increases effective at the beginning of the year resulted in widespread pricing growth across our footprint.

Aggregates freight-adjusted selling prices increased 3.5% compared to the prior year (4.1% on a mix-adjusted basis).

Consistent with expectations, first quarter freight-adjusted unit cost of sales increased a modest 2% (4% on a unit cash cost of sales basis).

On a trailing-twelve months basis, aggregates unit cash cost of sales increased 4%, from $10.40 to $10.77 per ton.

We remain focused on managing costs that we can control and improving operating efficiencies.

Overall, non-aggregates segments gross profit of $22.4 million was $14.4 million higher than the prior year’s first quarter.

Part I Financial Information

Asphalt segment gross profit was $12.2 million (a 157% improvement over the prior year), and cash gross profit was $23.4 million (a 39% improvement over the prior year).

Gross profit margin remained strong and expanded to 5.7%.

Gross profit per ton increased 152%, and cash gross profit per ton improved 36%.

First quarter results in the prior year included our Houston asphalt and construction business that was divested in the fourth quarter of 2025.

Concrete segment gross profit was $10.2 million, and cash gross profit was $14.2 million.

Gross profit margin expanded to 6%, unit gross profit increased 62%, and unit cash gross profit increased 34%, benefiting from the profitability of acquired operations.

SAG expense was $145.3 million for the third quarter compared to $129.1 million in the prior year.

The increase in the current year was primarily due to SAG expense for prior year business acquisitions and higher incentives expense.

For the quarter, SAG expense as a percent of total revenues improved slightly to 6.3%.

On a trailing-twelve months basis, SAG expense was 7.2% of total revenues, unchanged from the prior year.

Gain on sale of property, plant & equipment and businesses was $0.6 million in the third quarter of 2025 compared to $0.2 million in the third quarter of 2024.

During the third quarter of 2024, we recorded an $86.6 million pretax goodwill impairment charge related to a reporting unit that included concrete operations acquired from U.S.

Concrete in 2021 ($84.2 million after tax).

There were no similar charges in the third quarter of 2025.

Other operating income (expense), net which is composed primarily of idle facilities expense, environmental remediation costs, gain (loss) on settlement of AROs, finance charges collected, and rental income, was $9.3 million of expense for the third quarter of 2025 compared to $12.6 million of expense in the third quarter of 2024.

Other nonoperating income (expense), net was $0.7 million of income for the third quarter of 2025 compared to $3.8 million of expense in the third quarter of 2024.

Net interest expense was $55.3 million in the third quarter of 2025 compared to $38.4 million in the third quarter of 2024.

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

Income tax expense from continuing operations was $112.4 million in the third quarter of 2025 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.

Earnings attributable to Vulcan from continuing operations were $2.83 per diluted share in the third quarter of 2025 compared to $1.57 per diluted share in the third quarter of 2024.

DISCONTINUED OPERATIONS — Third quarter pretax loss from discontinued operations was $1.6 million in 2025 compared with a pretax loss of $1.8 million in 2024.

Both periods include charges related to general and product liability costs, including legal defense costs, and environmental remediation costs associated with our former Chemicals business.

For additional details, see Note 1 to the condensed consolidated financial statements under the caption Discontinued Operations.

YEAR-TO-DATE SEPTEMBER 30, 2025 COMPARED TO YEAR-TO-DATE SEPTEMBER 30, 2024

Total revenues for the first nine months of 2025 were $6,028.5 million, up 8% from the first nine months of 2024.

Shipments increased in aggregates (+3%), asphalt mix (+2%) and ready-mixed concrete (+25%).

Gross profit increased in the Aggregates segment (+$198.7 million or 15%), the Asphalt segment (+$9.0 million or 7%) and the Concrete segment (+$17.6 million or 213%).

Net earnings attributable to Vulcan for the first nine months of 2025 were $824.7 million, or $6.21 per diluted share, compared to $618.2 million, or $4.65 per diluted share, in the first nine months of 2024.

Each period’s results were impacted by discrete items, as follows:

Net earnings attributable to Vulcan for the first nine months of 2025 include:

▪ pretax charges of $1.9 million associated with non-routine acquisitions

▪ pretax loss on discontinued operations of $5.7 million

▪ $5.6 million of tax charges related to a valuation allowance against Calica deferred tax assets, including NOL carryforwards

Net earnings attributable to Vulcan for the first nine months of 2024 include:

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

▪ pretax charges of $1.0 million associated with divested operations

▪ pretax charges of $1.8 million associated with non-routine acquisitions

▪ pretax loss on discontinued operations of $6.8 million

▪ $4.5 million of tax charges related to a valuation allowance against Calica deferred tax assets, including NOL carryforwards

Adjusted for these discrete items, earnings attributable to Vulcan from continuing operations (Adjusted Diluted EPS) was $6.29 per diluted share for the first nine months of 2025 compared to $5.37 per diluted share for the first nine months of 2024.

CONTINUING OPERATIONS — Changes in earnings from continuing operations before income taxes for year-to-date September 30, 2025 versus year-to-date September 30, 2024 are summarized below:

Year-to-date September 30, 2024

Higher aggregates gross profit 198.7

Higher asphalt gross profit

Higher concrete gross profit 17.6

Higher selling, administrative and general expenses (35.0)

Higher gain on sale of property, plant & equipment and businesses 4.6

Lower impairment charges

Higher interest expense, net (56.5)

All other 8.8

Year-to-date September 30, 2025

Aggregates segment sales for the first nine months of 2025 were $4,777.5 million (up 7%), and shipments increased 3%, or 5.7 million tons, compared to the prior year.

Aggregates segment gross profit was $1,529.0 million ($8.91 per ton) in the first nine months of 2025 versus $1,330.3 million ($8.01 per ton) in the prior year.

On a year-to-date basis, cash gross profit per ton increased 12% to $11.52 per ton.

Freight-adjusted selling prices increased 5.1% compared to the prior year (6.6% on a mix-adjusted basis), with growth widespread across our footprint.

Freight-adjusted unit cost of sales for the first nine months of 2025 decreased 1% versus the prior year, reflecting a continued focus on cost management and operating efficiencies.

Asphalt segment gross profit of $132.9 million was up $9.0 million from the first nine months of 2024, and cash gross profit of $171.9 million was a 10% improvement over the prior year.

Asphalt mix shipments increased 2%, and average unit selling prices increased 3%, or $2.46 per ton.

Concrete segment gross profit of $25.8 million was up $17.6 million from the first nine months of 2024, and cash gross profit of $76.7 million was a 78% increase from the prior year.

SAG expenses were $428.0 million in the first nine months of 2025 versus $393.0 million in the first nine months of 2024.

As a percent of total revenues, SAG expense was 7.1%, unchanged from the prior year's first nine months.

Gain on sale of property, plant & equipment and businesses was $9.2 million in the first nine months of 2025 versus $4.6 million in the first nine months of 2024.

For the nine months ended September 30, 2024, we recorded an $86.6 million pretax goodwill impairment charge related to a reporting unit that included concrete operations acquired from U.S.

Concrete in 2021 ($84.2 million after tax).

There were no similar charges in the first nine months of 2025.

Other operating income (expense), net which is composed primarily of idle facilities expense, environmental remediation costs, gain (loss) on settlement of AROs, finance charges collected, and rental income, was $28.2 million of expense for the first nine months of 2025 compared to $23.9 million of expense in the first nine months of 2024.

Other nonoperating income (expense), net was $0.4 million of income for the first nine months of 2025 compared to $12.7 million of expense in the first nine months of 2024.

The year-over-year improvement was primarily related to higher foreign currency transaction gains in the current year.

Net interest expense was $174.2 million in the first nine months of 2025 compared to $117.7 million in the first nine months of 2024.

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

Income tax expense from continuing operations was $237.4 million in the first nine months of 2025 compared to $208.5 million in 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.

Earnings attributable to Vulcan from continuing operations were $6.24 per diluted share in the first nine months of 2025 compared to $4.68 per diluted share in the first nine months of 2024.

DISCONTINUED OPERATIONS — First nine months pretax loss from discontinued operations was $5.7 million in 2025 compared with a pretax loss of $6.8 million in 2024.

Gross profit margin expanded to 5% and unit gross profit increased 202%, while unit cash gross profit decreased 28%.

First quarter results included our California ready-mixed concrete business which is classified as held for sale (see Note 16 to the condensed consolidated financial statements).

The disposition of these assets is expected to close in the second quarter of 2026, subject to final regulatory approvals and other customary closing conditions.

SAG expense was $135.7 million for the first quarter compared to $138.3 million in the prior year.

For the quarter, SAG expense as a percent of total revenues improved 80 basis points, to 7.7%.

On a trailing-twelve months basis, SAG expense was 7.0% of total revenues, a 20 basis point improvement from the prior year.

Gain (loss) on sale of property, plant & equipment and businesses was $(0.3) million in the first quarter of 2026 compared to $7.4 million in the first quarter of 2025.

Net other operating expense, which is composed primarily of idle facilities expense, environmental remediation costs, gain (loss) on settlement of AROs, finance charges collected, and rental income, was $21.3 million of expense for the first quarter of 2026 compared to $8.0 million of expense in the first quarter of 2025.

The first quarter of 2026 included $8.6 million of employee termination and other discrete charges directly related to organizational changes resulting from the appointment of our new Chief Executive Officer, effective January 1, 2026.

Net other nonoperating income (expense) was $1.4 million of income for the first quarter of 2026 compared to $(2.6) million of expense in the first quarter of 2025.

Net interest expense was $53.9 million in the first quarter of 2026 compared to $59.7 million in the first quarter of 2025.

The reduction in interest expense was attributable to reduced debt levels.

Income tax expense from continuing operations was $45.9 million in the first quarter of 2026 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.

Earnings attributable to Vulcan from continuing operations were $1.27 per diluted share in the first quarter of 2026 compared to $0.98 per diluted share in the first quarter of 2025.

DISCONTINUED OPERATIONS — First quarter pretax loss from discontinued operations was $1.4 million in 2026 compared with a pretax loss of $1.3 million in 2025.

Both periods include charges related to general and product liability costs, including legal defense costs, and environmental remediation costs associated with our former Chemicals business.

5 unchanged sentences

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

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

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

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

Additionally, on February 28, 2026, a military conflict commenced in the Middle East involving the United States, Israel and Iran.

Although we have no operations in the Middle East, the ongoing geopolitical conflict in the region could lead to significant disruption of energy supplies and increases in global energy prices, which could heighten inflationary pressures and disrupt global supply chains.

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

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

Part I Financial Information

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

15 unchanged sentences

Three Months Ended

September 30 Nine Months Ended

in millions, except per unit data

2025 2024 2025 2024

in millions, except per ton data 2026 2025

Aggregates segment

7 unchanged sentences

At the segment level, freight & delivery revenues include intersegment freight & delivery (which are eliminated at the consolidated level) and freight to remote distribution sites.

Part I Financial Information

CASH GROSS PROFIT

8 unchanged sentences

Three Months Ended

September 30 Nine Months Ended

in millions, except per unit data 2026 2025

26 unchanged sentences

Cash cost of sales per cubic yard $ 176.00 $ 169.37

Part I Financial Information

EBITDA AND ADJUSTED EBITDA

5 unchanged sentences

Three Months Ended

September 30 Nine Months Ended

September 30 Trailing-Twelve Months

March 31 Trailing-Twelve Months

in millions 2026 2025 2026 2025

2 unchanged sentences

Interest expense, net

53.9 59.7 220.5 190.9

Depreciation, depletion, accretion and amortization 170.3 186.4 732.4 667.7

2 unchanged sentences

Gain on sale of real estate and businesses, net

0.0 0.0 (42.4) (36.7)

Loss on impairments 0.0 0.0 0.0 86.6

2 unchanged sentences

0.0 1.2 0.8 17.4

CEO transition and reorganization charges 2

8.6 0.0 8.6 0.0

Adjusted EBITDA $ 447.1 $ 410.9 $ 2,359.8 $ 2,144.7

Total revenues

$ 1,755.9 $ 1,634.6 $ 8,062.3 $ 7,506.6

Adjusted EBITDA margin

25.5% 25.1% 29.3% 28.6%

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

Represents employee termination and other discrete charges directly related to organizational changes resulting from the appointment of Ronnie Pruitt as Chief Executive Officer, effective January 1, 2026.

ADJUSTED DILUTED EPS ATTRIBUTABLE TO VULCAN FROM CONTINUING OPERATIONS

3 unchanged sentences

Three Months Ended

September 30 Nine Months Ended

2025 2024 2025 2024

Diluted Earnings Per Share

Net earnings attributable to Vulcan $ 2.82 $ 1.56 $ 6.21 $ 4.65

Diluted net earnings per share attributable to Vulcan $ 1.26 $ 0.97

Items included in Adjusted EBITDA above, net of tax 0.07 0.02

1 unchanged sentence

Adjusted diluted EPS attributable to Vulcan from continuing operations $ 1.35 $ 1.00

Part I Financial Information

NET DEBT TO ADJUSTED EBITDA

5 unchanged sentences

Current maturities of long-term debt $ 0.0 $ 0.5

Short-term debt 197.0 0.0

Long-term debt 4,363.0 4,907.9

14 unchanged sentences

Trailing-Twelve Months

in millions September 30

2025 September 30

in millions March 31

2026 March 31

Adjusted EBITDA $ 2,359.8 $ 2,144.7

15 unchanged sentences

Return on invested capital 16.0 % 16.2 %

Part I Financial Information

2026 PROJECTED ADJUSTED EBITDA

29 unchanged sentences

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

Included in our September 30, 2025 cash and cash equivalents and restricted cash balances of $195.2 million is $3.9 million of restricted cash as described in Note 1 to the condensed consolidated financial statements under the caption "Restricted Cash".

Part I Financial Information

Included in our March 31, 2026 cash and cash equivalents and restricted cash balances of $143.7 million is $3.5 million of restricted cash as described in Note 1 to the condensed consolidated financial statements under the caption "Restricted Cash."

Cash from Operating Activities

Nine Months Ended

Three Months Ended

in millions 2026 2025

1 unchanged sentence

Depreciation, depletion, accretion and amortization 170.3 186.4

Loss on impairments 0.0 86.6

Noncash operating lease expense 13.5 13.5

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

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

Deferred income taxes, net 3.3 (1.8)

3 unchanged sentences

Primarily reflects changes to working capital balances.

Net cash provided by operating activities was $1,270.0 million during the nine months ended September 30, 2025, a $300.5 million increase compared to the same period of 2024.

The increase was primarily attributable to higher cash earnings in 2025 ($205.7 million higher net earnings in addition to $94.8 million higher non-cash depreciation, depletion, accretion and amortization), partially offset by an $86.6 million non-cash goodwill impairment charge in 2024.

Days sales outstanding, a measurement of the time it takes to collect receivables, were 42.4 days at September 30, 2025 compared to 43.3 days at September 30, 2024.

Additionally, our over 90 day receivables balance was $29.2 million at September 30, 2025, an increase of $2.9 million from the $26.3 million balance at September 30, 2024.

Net cash provided by operating activities was $241.1 million during the three months ended March 31, 2026, a $10.4 million decrease compared to the same period of 2025.

The decrease was primarily attributable to negative cash flow changes in working capital balances of $43.7 million partially offset by higher cash earnings in 2026 ($36.6 million higher net earnings less $16.1 million lower non-cash depreciation, depletion, accretion and amortization).

Days sales outstanding, a measurement of the time it takes to collect receivables, were 39.9 days at March 31, 2026 compared to 42.3 days at March 31, 2025.

Additionally, our over 90 day receivables balance was $17.9 million at March 31, 2026, a decrease of $10.6 million from the $28.5 million balance at March 31, 2025.

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

Cash from Investing Activities

Net cash used for investing activities was $450.9 million during the first nine months of 2025, a $190.9 million decrease compared to the same period of 2024.

During the first nine months of 2024, we acquired businesses for $206.4 million, whereas there were no business acquisitions in the first nine months of 2025 (see Note 16 to the condensed consolidated financial statements).

During the first nine months of 2025, we invested $492.9 million in our existing operations (includes changes in accruals for property, plant & equipment) compared to $441.0 million in the prior year period.

Net cash used for investing activities was $174.9 million during the first three months of 2026, a $48.4 million increase compared to the same period of 2025.

During the first three months of 2025, we sold businesses for $19.0 million, whereas there were no business dispositions in the first three months of 2026 (see Note 16 to the condensed consolidated financial statements).

During the first three months of 2026, we invested $176.5 million in our existing operations (includes changes in accruals for property, plant & equipment) compared to $168.0 million in the prior year period.

This $176.5 million investment includes both maintenance and internal growth projects to enhance our distribution capabilities, develop new production sites and improve existing production facilities.

Cash from Financing Activities

Net cash used for financing activities was $1,224.7 million during the first nine months of 2025, a $382.1 million increase compared to cash used of $842.6 million in the same period of 2024.

The current year includes $400.0 million cash paid to redeem the senior notes due 2025 and $550.0 million to pay down the commercial paper balance, whereas the prior year includes cash paid to redeem the $550.0 million senior notes due 2026.

Net cash used for financing activities was $111.9 million during the first three months of 2026, a $421.0 million decrease compared to cash used of $532.9 million in the same period of 2025.

The current year includes a $50.0 million note payment to the sellers of an acquisition completed in 2022 and $197.0 million of commercial paper borrowings used to fund working capital requirements.

The prior year includes $400.4 million of cash paid to redeem the senior notes due 2025.

Additionally, we returned $217.4 million to shareholders through $67.9 million of dividends ($0.52 per share compared to $0.49 per share) and $149.5 million of common stock repurchases (504,190 shares repurchased at $296.47 average price per share in 2026 compared to 170,000 shares repurchased at $224.36 average price per share in 2025).

Part I Financial Information

Certain debt measures are presented below:

in millions September 30

in millions March 31

2026 December 31

2024 September 30

2025 March 31

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

Short-term debt 197.0 0.0 0.0

Long-term debt 4,363.0 4,361.7 4,907.9

7 unchanged sentences

1.13 % 1.13 % 1.13 %

Commercial paper N/A 4.65 % 5.02 %

Commercial paper 3.95 % 3.85 % 4.69 %

Term debt 5.04 % 5.04 % 5.04 %

4 unchanged sentences

we also paid upfront fees that are amortized to interest expense and pay fees for unused borrowing capacity and standby letters of credit.

At September 30, 2025, total debt to trailing-twelve months Adjusted EBITDA was 1.9 times (1.8 times on a net debt basis reflecting $195.2 million of cash on hand).

At March 31, 2026, total debt to trailing-twelve months Adjusted EBITDA was 1.9 times (1.9 times on a net debt basis reflecting $143.7 million of cash on hand).

Our weighted-average debt maturity was 13.1 years, and our total weighted-average effective interest rate was 4.99%.

2 unchanged sentences

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.

1 unchanged sentence

Covenants, borrowings, cost ranges and other details are described in Note 7 to the condensed consolidated financial statements.

As of September 30, 2025, we were in compliance with the covenants, 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, we were in compliance with the covenants, 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 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:

1 unchanged sentence

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

Part I Financial Information

All of our $4,440.1 million (face value) of term debt is unsecured.

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.

In November 2024, we issued $500.0 million of 4.95% senior notes due 2029, $750.0 million of 5.35% senior notes due 2034 and $750.0 million of 5.70% senior notes due 2054.

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

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

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.

Current Maturities of Long-term Debt

The $0.4 million of current maturities of long-term debt as of September 30, 2025 is due as follows:

in millions Current

Fourth quarter 2025 $ 0.0

First quarter 2026 0.4

Second quarter 2026 0.0

Third quarter 2026 0.0

Our debt ratings and outlooks as of September 30, 2025 are as follows:

There were no current maturities of long-term debt as of March 31, 2026.

Our debt ratings and outlooks as of March 31, 2026 are as follows:

Short-term Long-term Outlook

3 unchanged sentences

The number of our common stock issuances and purchases for the year-to-date periods ended are as follows:

in millions September 30

in millions March 31

2026 December 31

2024 September 30

2025 March 31

Common stock shares at January 1, issued and outstanding 130.6 132.1 132.1

2 unchanged sentences

Common stock shares at end of period, issued and outstanding 130.3 130.6 132.1

As of September 30, 2025, there were 6,647,118 shares remaining under the February 2017 share purchase authorization by our Board of Directors.

As of March 31, 2026, there were 4,768,487 shares remaining under the February 2017 share purchase authorization by our Board of Directors.

Depending upon market, business, legal and other conditions, we may purchase shares from time to time through the open market (including plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934) and/or privately negotiated transactions.

1 unchanged sentence

The detail of our common stock purchases (all of which were open market purchases) for the year-to-date periods ended are as follows:

in millions, except average price September 30

in millions, except average price

2026 December 31

2024 September 30

2025 March 31

Number of shares purchased and retired 0.5 1.5 0.2

2 unchanged sentences

$ 296.47 $ 283.82 $ 224.36

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 and March 31, 2025.

Off-Balance Sheet Arrangements

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

Part I Financial Information

Standby Letters of Credit

9 unchanged sentences

We believe that the accounting policies described in the “Management's Discussion and Analysis of Financial Condition and Results of Operations” section of our Form 10-K require the most significant judgments and estimates used in the preparation of our consolidated financial statements, so we consider these to be our critical accounting policies.

There have been no changes to our critical accounting policies during the nine months ended September 30, 2025.

There have been no changes to our critical accounting policies during the three months ended March 31, 2026.

New Accounting Standards

For a discussion of the accounting standards recently adopted or pending adoption and the effect such accounting changes will have on our results of operations, financial position or liquidity, see Note 17 to the condensed consolidated financial statements.

Part I Financial Information

Forward-Looking Statements

6 unchanged sentences

• changes in our effective tax rate

▪ domestic and global political, economic or diplomatic developments

• domestic and global political, economic or diplomatic developments, including the military conflict in the Middle East involving the United States, Israel and Iran

• the increasing reliance on information technology infrastructure, including the risks that the infrastructure does not work as intended, experiences technical difficulties or is subjected to cyber-attacks

22 unchanged sentences

• the risks of open pit and underground mining

▪ expectations relating to environmental, social and governance considerations

• expectations relating to sustainability considerations

• claims that our products do not meet regulatory requirements or contractual specifications

3 unchanged sentences

Investors are cautioned not to rely unduly on such forward-looking statements when evaluating the information presented in our filings, and are advised to consult any of our future disclosures in filings made with the Securities and Exchange Commission and our press releases with regard to our business and consolidated financial position, results of operations and cash flows.

Part I Financial Information

Investor Information

4 unchanged sentences

Our website also includes amendments to those reports filed with or furnished to the Securities and Exchange Commission (SEC) pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as well as all Forms 3, 4 and 5 filed with the SEC by our executive officers and directors, as soon as the filings are made publicly available by the SEC on its EDGAR database ( www.sec.gov ).

In addition to accessing copies of our reports online, you may request a copy of our Annual Report on Form 10-K, including financial statements, by writing to Denson N.

Franklin III, Senior Vice President, General Counsel and Secretary, Vulcan Materials Company, 1200 Urban Center Drive, Birmingham, Alabama 35242.

In addition to accessing copies of our reports online, you may request a copy of our Annual Report on Form 10-K, including financial statements, by writing to the Office of the General Counsel, Vulcan Materials Company, 1200 Urban Center Drive, Birmingham, Alabama 35242.

• Business Conduct Policy applicable to all employees and directors

• Code of Ethics for the CEO and Senior Financial Officers

Copies of the Business Conduct Policy and the Code of Ethics are available on our website under the “Investor Relations” tab (“Governance” section).

Copies of the Business Conduct Policy and the Code of Ethics are available on our website under the “Investor Relations” tab (“Corporate Governance” section).

If we make any amendment to, or waiver of, any provision of the Code of Ethics, we will disclose such information on our website as well as through filings with the SEC.

3 unchanged sentences

These documents meet all applicable SEC and New York Stock Exchange regulatory requirements.

The Charters of the Audit, Compensation & Human Capital and Governance Committees are available on our website under the “Investor Relations” tab (“Governance – Committee Composition” section) or you may request a copy of any of these documents by writing to Denson N.

Franklin III, Senior Vice President, General Counsel and Secretary, Vulcan Materials Company, 1200 Urban Center Drive, Birmingham, Alabama 35242.

Information included on our website is not incorporated into, or otherwise made a part of, this report.

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 2. Management’s Discussion and Analysis