Vulcan Materials CO 10-Q

Item 1 Financial Statements VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES Condensed Consolidated Balance Sheets Unaudited March 31 2026 December 31 2025 March 31 2025 in millions Assets Cash and cash equivalents $ 140.2 $ 183.3 $ 181.3 Restricted cash 3.5 6.1 11.6 Accounts and notes receivable, net 965.6 887.7 928.9 Inventories 695.8 680.5 721.0 Other current assets 79.1 101.8 83.1 Assets held for sale 698.2 708.5 0.0 Total current assets 2,582.4 2,567.9 1,925.9 Investments and long-term receivables 33.7 33.7 31.3 Property, plant & equipment, net 8,100.3 8,148.6 8,381.3 Operating lease right-of-use assets, net 525.9 521.5 566.0 Goodwill 3,780.9 3,780.9 3,815.0 Other intangible assets, net 1,478.8 1,489.0 1,846.3 Other noncurrent assets 170.9 158.8 146.3 Total assets $ 16,672.9 $ 16,700.4 $ 16,712.1 Liabilities 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 Other current liabilities 374.0 487.9 441.7 Liabilities held for sale 27.5 29.3 0.0 Total current liabilities 997.3 956.1 796.9 Long-term debt 4,363.0 4,361.7 4,907.9 Deferred income taxes, net 1,362.1 1,358.3 1,331.4 Deferred revenue 129.0 130.6 136.2 Noncurrent operating lease liabilities 525.8 522.6 556.1 Other noncurrent liabilities 820.0 822.2 825.1 Total liabilities $ 8,197.2 $ 8,151.5 $ 8,553.6 Other commitments and contingencies (Note 8) Equity Common stock, $ 1 par value, Authorized 480.0 shares, Outstanding 130.3 , 130.6 and 132.1 shares, respectively $ 130.3 $ 130.6 $ 132.1 Capital in excess of par value 2,907.5 2,930.0 2,889.2 Retained earnings 5,537.7 5,590.1 5,238.8 Accumulated other comprehensive loss ( 124.2 ) ( 125.6 ) ( 126.0 ) Total shareholders' equity 8,451.3 8,525.1 8,134.1 Noncontrolling interest 24.4 23.8 24.4 Total equity $ 8,475.7 $ 8,548.9 $ 8,158.5 Total liabilities and equity $ 16,672.9 $ 16,700.4 $ 16,712.1 The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these statements. 1 Form 10-Q Part I Financial Information VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES Condensed Consolidated Statements of Comprehensive Income Unaudited Three Months Ended March 31 in millions, except per share data 2026 2025 Total revenues $ 1,755.9 $ 1,634.6 Cost of revenues ( 1,333.2 ) ( 1,269.3 ) Gross profit 422.7 365.3 Selling, administrative and general expenses ( 135.7 ) ( 138.3 ) Gain (loss) on sale of property, plant & equipment and businesses ( 0.3 ) 7.4 Other operating expense, net ( 21.3 ) ( 8.0 ) Operating earnings 265.4 226.4 Other nonoperating income (expense), net 1.4 ( 2.6 ) Interest expense, net ( 53.9 ) ( 59.7 ) Earnings from continuing operations before income taxes 212.9 164.1 Income tax expense ( 45.9 ) ( 33.8 ) Earnings from continuing operations 167.0 130.3 Loss on discontinued operations, net of tax ( 1.0 ) ( 0.9 ) Net earnings 166.0 129.4 Earnings attributable to noncontrolling interest ( 0.5 ) ( 0.5 ) Net earnings attributable to Vulcan $ 165.5 $ 128.9 Other comprehensive income, net of tax Amortization of accumulated cash flow hedge losses 0.5 0.4 Amortization of accumulated benefit plan costs 0.9 1.0 Other comprehensive income 1.4 1.4 Comprehensive income 167.4 130.8 Comprehensive earnings attributable to noncontrolling interest ( 0.5 ) ( 0.5 ) Comprehensive income attributable to Vulcan $ 166.9 $ 130.3 Basic earnings (loss) per share attributable to Vulcan Continuing operations $ 1.27 $ 0.98 Discontinued operations 0.00 ( 0.01 ) Net earnings $ 1.27 $ 0.97 Diluted earnings (loss) per share attributable to Vulcan Continuing operations $ 1.27 $ 0.98 Discontinued operations ( 0.01 ) ( 0.01 ) Net earnings $ 1.26 $ 0.97 Weighted-average common shares outstanding Basic 130.7 132.4 Assuming dilution 131.2 133.0 Effective tax rate from continuing operations 21.6 % 20.6 % The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these statements. Form 10-Q 2 Part I Financial Information VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES Condensed Consolidated Statements of Cash Flows Unaudited Three Months Ended March 31 in millions 2026 2025 Operating Activities Net earnings $ 166.0 $ 129.4 Adjustments to reconcile net earnings to net cash provided by operating activities Depreciation, depletion, accretion and amortization 170.3 186.4 Noncash operating lease expense 13.5 13.5 Net (gain) loss on sale of property, plant & equipment and businesses 0.3 ( 7.4 ) Contributions to pension plans ( 0.8 ) ( 1.2 ) Share-based compensation expense 15.5 13.9 Deferred income taxes, net 3.3 ( 1.8 ) Changes in assets and liabilities before initial effects of business acquisitions and dispositions ( 130.5 ) ( 85.2 ) Other, net 3.5 3.9 Net cash provided by operating activities $ 241.1 $ 251.5 Investing Activities Purchases of property, plant & equipment ( 176.5 ) ( 168.0 ) Proceeds from sale of property, plant & equipment 1.6 17.7 Proceeds from sale of businesses 0.0 19.0 Payment for businesses acquired, net of acquired cash and adjustments 0.0 4.7 Other, net 0.0 0.1 Net cash used for investing activities $ ( 174.9 ) $ ( 126.5 ) Financing Activities Proceeds from short-term debt 197.0 0.0 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 ) Payment of finance leases ( 3.3 ) ( 2.9 ) Purchases of common stock ( 149.5 ) ( 38.1 ) Dividends paid ( 67.9 ) ( 66.0 ) Share-based compensation, shares withheld for taxes ( 37.8 ) ( 25.4 ) Other, net 0.0 ( 0.1 ) Net cash used for financing activities $ ( 111.9 ) $ ( 532.9 ) Net decrease in cash and cash equivalents and restricted cash ( 45.7 ) ( 407.9 ) Cash and cash equivalents and restricted cash at beginning of year 189.4 600.8 Cash and cash equivalents and restricted cash at end of period $ 143.7 $ 192.9 The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these statements. 3 Form 10-Q Part I Financial Information Notes to Condensed Consolidated Financial Statements NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations Vulcan Materials Company (the “Company,” “Vulcan,” “we,” “our”), a New Jersey corporation, is the nation’s largest supplier of construction aggregates (primarily crushed stone, sand and gravel) and a major producer of aggregates-intensive downstream products such as asphalt mix and ready-mixed concrete. We operate primarily in the United States, and our principal product—aggregates—is used in most types of public and private construction projects and in the production of asphalt mix and ready-mixed concrete. Our primary focus is serving metropolitan markets in the United States that are expected to experience the most significant growth in population, households and employment. These three demographic factors are significant drivers of demand for aggregates. While aggregates is our focus and primary business, we produce and sell aggregates-intensive asphalt mix and/or ready-mixed concrete products in certain markets. Basis of Presentation Our accompanying unaudited condensed consolidated financial statements were prepared in compliance with the instructions to Form 10-Q and Article 10 of Regulation S-X and thus do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (GAAP) for complete financial statements. We prepared the accompanying condensed consolidated financial statements on the same basis as our annual financial statements, except for the adoption of new accounting standards, if any, as described in Note 17 . Our Condensed Consolidated Balance Sheet as of December 31, 2025 was derived from the audited financial statement, but it does not include all disclosures required by GAAP. In the opinion of our management, the statements reflect all adjustments, including those of a normal recurring nature, necessary to present fairly the results of the reported interim periods. 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 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 March 31, 2026 will be reflected in management’s estimates for future periods. Noncontrolling Interest We own an 88 % controlling interest in the Orca Sand and Gravel Limited Partnership (Orca) which was formed to develop the Orca quarry in British Columbia, Canada. The remaining 12 % noncontrolling interest is held by the Namgis First Nation (Namgis). This noncontrolling interest consists of the Namgis’ share of the fair value equity in the partnership. Our condensed consolidated financial statements recognize the full fair value of all of the subsidiary’s assets and liabilities offset by the noncontrolling interest in total equity. Restricted Cash Restricted cash primarily consists of cash proceeds from the sale of property held in escrow for the acquisition of replacement property under like-kind exchange agreements. The escrow accounts are administered by an intermediary. Cash restricted pursuant to like-kind exchange agreements remains restricted for a maximum of 180 days from the date of the property sale pending the acquisition of replacement property. Restricted cash may also include cash reserved by other contractual agreements (such as asset purchase agreements) for a specified purpose and therefore is not available for use for other purposes. 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. Form 10-Q 4 Part I Financial Information Inventories Inventories and supplies are stated at the lower of cost or net realizable value. Inventories are as follows: in millions March 31 2026 December 31 2025 March 31 2025 Finished products $ 564.1 $ 557.7 $ 570.3 Raw materials 41.0 36.7 65.7 Products in process 6.7 5.4 10.3 Operating supplies and other 84.0 80.7 74.7 Total inventories $ 695.8 $ 680.5 $ 721.0 Discontinued Operations In 2005, we sold substantially all the assets of our Chemicals business to a subsidiary of Occidental Chemical Corporation. The financial results of the Chemicals business are classified as discontinued operations in the accompanying Condensed Consolidated Statements of Comprehensive Income for all periods presented. Results from discontinued operations are as follows: Three Months Ended March 31 in millions 2026 2025 Pretax loss $ ( 1.4 ) $ ( 1.3 ) Income tax benefit 0.4 0.4 Loss on discontinued operations, net of tax $ ( 1.0 ) $ ( 0.9 ) Our discontinued operations include charges related to general and product liability costs, including legal defense costs, and environmental remediation costs associated with our former Chemicals business (including certain matters as discussed in Note 8 ). There were no revenues from discontinued operations for the periods presented. Earnings Per Share (EPS) Earnings per share are computed by dividing net earnings by the weighted-average common shares outstanding (basic EPS) or weighted-average common shares outstanding assuming dilution (diluted EPS) , as set forth below: Three Months Ended March 31 in millions 2026 2025 Weighted-average common shares outstanding 130.7 132.4 Dilutive effect of Stock-Only Stock Appreciation Rights 0.1 0.1 Other stock compensation awards 0.4 0.5 Weighted-average common shares outstanding, assuming dilution 131.2 133.0 All dilutive common stock equivalents are reflected in our earnings per share calculations. In periods of loss, shares that otherwise would have been included in our diluted weighted-average common shares outstanding computation would be excluded. Antidilutive common stock equivalents are not included in our earnings per share calculations. The number of antidilutive common stock equivalents for which the exercise price exceeds the weighted-average market price is as follows: Three Months Ended March 31 in millions 2026 2025 Antidilutive common stock equivalents 0.1 0.1 5 Form 10-Q 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. NOTE 2: LEASES 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 March 31 2026 December 31 2025 March 31 2025 Assets 1 Operating lease ROU assets $ 686.0 $ 674.2 $ 711.9 Accumulated amortization ( 160.1 ) ( 152.7 ) ( 145.9 ) Operating leases, net Operating lease right-of-use assets, net 525.9 521.5 566.0 Finance lease ROU assets 23.8 35.3 52.2 Accumulated depreciation ( 11.6 ) ( 18.6 ) ( 23.8 ) Finance leases, net Property, plant & equipment, net 12.2 16.7 28.4 Total lease assets $ 538.1 $ 538.2 $ 594.4 Liabilities 1 Current Operating leases Other current liabilities $ 45.6 $ 44.5 $ 51.2 Finance leases Other current liabilities 4.3 5.8 10.7 Noncurrent 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 Lease Term and Discount Rate Weighted-average remaining lease term (years) Operating leases 18.8 18.9 18.7 Finance leases 2.5 2.4 2.1 Weighted-average discount rate Operating leases 4.8 % 4.8 % 4.7 % Finance leases 4.4 % 4.0 % 3.4 % 1. Balances at March 31, 2026 and December 31, 2025 exclude lease assets and liabilities classified as held for sale as detailed in Note 16 . Form 10-Q 6 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 second half of 2026. The components of lease expense are as follows: Three Months Ended March 31 in millions 2026 2025 Finance lease cost Depreciation of right-of-use assets $ 1.7 $ 2.1 Interest on lease liabilities 0.1 0.2 Operating lease cost 20.7 20.4 Short-term lease cost 1 10.4 12.1 Variable lease cost 4.8 4.0 Sublease income ( 1.0 ) ( 0.9 ) Sale and leaseback gain 0.0 ( 4.6 ) Total lease expense $ 36.7 $ 33.3 1. 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 $ 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. NOTE 3: INCOME TAXES 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. For interim financial reporting, we calculate our quarterly income tax provision in accordance with the EAETR. Each quarter, we update our EAETR based on our revised full-year expectation of pretax earnings and calculate the income tax provision so that the year-to-date income tax provision reflects the EAETR. Significant judgment is required in determining our EAETR. 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 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 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. 7 Form 10-Q 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 $ 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 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. NOTE 4: REVENUES Revenues are measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Sales taxes and other taxes we collect are recorded as liabilities until remitted and thus are excluded from revenues. 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 month periods ended March 31, 2026 and 2025 are disaggregated as follows: Three Months Ended March 31, 2026 in millions Aggregates Asphalt Concrete Total East revenues $ 378.4 $ 25.8 $ 65.6 $ 469.8 Gulf Coast revenues 834.1 41.7 2.1 877.9 West revenues 238.0 148.3 119.8 506.1 Segment sales $ 1,450.5 $ 215.8 $ 187.5 $ 1,853.8 Intersegment sales ( 97.9 ) 0.0 0.0 ( 97.9 ) Total revenues 1 $ 1,352.6 $ 215.8 $ 187.5 $ 1,755.9 Three Months Ended March 31, 2025 in millions Aggregates Asphalt Concrete Total East revenues $ 395.9 $ 24.3 $ 70.3 $ 490.5 Gulf Coast revenues 738.6 52.4 1.6 792.6 West revenues 201.4 132.0 105.1 438.5 Segment sales $ 1,335.9 $ 208.7 $ 177.0 $ 1,721.6 Intersegment sales ( 87.0 ) 0.0 0.0 ( 87.0 ) Total revenues 1 $ 1,248.9 $ 208.7 $ 177.0 $ 1,634.6 1. The geographic markets are defined by states/countries as follows: East market — Arkansas, Delaware, Illinois, Kentucky, Maryland, New Jersey, New York, North Carolina, Pennsylvania, Tennessee, Virginia and Washington D.C. Gulf Coast market — Alabama, Florida, Georgia, Louisiana, Mississippi, Oklahoma, South Carolina, Texas, U.S. Virgin Islands, Freeport (Bahamas), Puerto Cortés (Honduras) and Quintana Roo (Mexico) West market — Arizona, California, Hawaii, New Mexico and British Columbia (Canada) Form 10-Q 8 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 $ 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. Although approximately 40 % to 55 % of our aggregates shipments have historically been used in publicly funded construction (such as highways, airports and government buildings), a relatively small portion of our sales are made directly to federal, state, county or municipal governments/agencies. Therefore, although reductions in state and federal funding can curtail publicly funded construction, the vast majority of our business is not directly subject to renegotiation of profits or termination of contracts with local, state or federal governments. Product Revenues Revenue is recognized when obligations under the terms of a contract with our customer are satisfied; generally, this occurs at a point in time when our aggregates, asphalt mix and ready-mixed concrete are shipped/delivered and control passes to the customer. Revenue for our products is recorded at the fixed invoice amount, and payment is due by the 15 th day of the following month. We do not offer discounts for early payment. Freight & delivery generally represents pass-through transportation costs we incur (including our administrative costs) and pay to third-party carriers to deliver our products to customers and are accounted for as a fulfillment activity. Likewise, the costs related to freight & delivery are included in cost of revenues. Freight & delivery revenues are as follows: Three Months Ended March 31 in millions 2026 2025 Total revenues $ 1,755.9 $ 1,634.6 Freight & delivery revenues 1 ( 238.7 ) ( 219.8 ) Total revenues excluding freight & delivery $ 1,517.2 $ 1,414.8 1. Includes freight & delivery to remote distribution sites. Construction Paving Service Revenues Revenue from our asphalt construction paving business is recognized over time using the percentage-of-completion method under the cost approach. The percentage of completion is determined by costs incurred to date as a percentage of total costs estimated for the project. 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 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. Contract assets for estimated earnings in excess of billings, contract assets related to retainage provisions and contract liabilities for billings in excess of costs are immaterial. Variable consideration in our construction paving contracts is immaterial and consists of incentives and penalties based on the quality of work performed. Our construction paving contracts may contain warranty provisions covering defects in equipment, materials, design or workmanship that generally run from nine months to one year after project completion. Due to the nature of our construction paving projects, including contract owner inspections of the work during construction and prior to acceptance, we have not experienced material warranty costs for these short-term warranties. Volumetric Production Payment Deferred Revenues In 2013 and 2012, we sold a percentage interest in certain future aggregates production for net cash proceeds of $ 226.9 million. These transactions, structured as volumetric production payments (VPPs): • relate to eight quarries in Georgia and South Carolina • provide the purchaser solely with a nonoperating percentage interest in the subject quarries’ future aggregates production • contain no minimum annual or cumulative guarantees by us for production or sales volume, nor minimum sales price • are both volume and time limited 9 Form 10-Q 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. Our consolidated total revenues exclude the revenue from the sale of the purchaser’s share of aggregates. The proceeds we received from the sale of the percentage interest were recorded as deferred revenue on the balance sheet. We recognize revenue on a unit-of-sales basis (as we sell the purchaser’s share of production) relative to the volume limitations of the transactions. Given the nature of the risks and potential rewards assumed by the buyer, the transactions do not reflect financing activities. Changes in our deferred revenue balances (current and noncurrent) are as follows: Three Months Ended March 31 in millions 2026 2025 Deferred revenue balance at beginning of period $ 138.1 $ 145.3 Revenue recognized from deferred revenue ( 1.6 ) ( 1.6 ) 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 March 31, 2027 (reflected in other current liabilities in our March 31, 2026 Condensed Consolidated Balance Sheet). NOTE 5: FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels as described below: Level 1: Quoted prices in active markets for identical assets or liabilities Level 2: Inputs that are derived principally from or corroborated by observable market data Level 3: Inputs that are unobservable and significant to the overall fair value measurement Our assets subject to fair value measurement on a recurring basis are summarized below: in millions March 31 2026 December 31 2025 March 31 2025 Level 1 Fair Value Rabbi Trust Mutual funds $ 44.9 $ 42.6 $ 36.2 Total $ 44.9 $ 42.6 $ 36.2 Level 2 Fair Value Rabbi Trust Money market mutual fund $ 1.4 $ 2.1 $ 3.6 Total $ 1.4 $ 2.1 $ 3.6 We have two Rabbi Trusts for the purpose of providing a level of security for the employee nonqualified retirement and deferred compensation plans and for the directors' nonqualified deferred compensation plans. The fair values of these investments are estimated using a market approach. The Level 1 investments include mutual funds for which quoted prices in active markets are available. Level 2 investments are stated at estimated fair value based on the underlying investments in the fund (high-quality, short-term money market instruments). 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. Form 10-Q 10 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. Additional disclosures for derivative instruments and interest-bearing debt are presented in Note 6 and Note 7 , respectively. NOTE 6: DERIVATIVE INSTRUMENTS During the normal course of operations, we are exposed to market risks including interest rates, foreign currency exchange rates and commodity prices. From time to time, we use derivative instruments to balance the cost and risk of such expenses. We do not use derivative instruments for trading or other speculative purposes. In prior periods, we entered into interest rate locks of future debt issuances to hedge the risk of higher interest rates. These interest rate locks were designated as cash flow hedges. 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: in millions Income Statement Location Three Months Ended March 31 2026 2025 Loss reclassified from AOCI Interest expense $ ( 0.6 ) $ ( 0.6 ) 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. 11 Form 10-Q Part I Financial Information NOTE 7: DEBT Debt is detailed as follows: in millions Effective Interest Rates March 31 2026 December 31 2025 March 31 2025 Bank line of credit expires 2029 $ 0.0 $ 0.0 $ 0.0 Commercial paper expires 2029 197.0 0.0 0.0 Total short-term debt $ 197.0 $ 0.0 $ 0.0 Commercial paper expires 2029 1 0.0 0.0 550.0 3.90 % notes due 2027 4.00 % 400.0 400.0 400.0 4.95 % notes due 2029 5.17 % 500.0 500.0 500.0 3.50 % notes due 2030 3.94 % 750.0 750.0 750.0 5.35 % notes due 2034 5.48 % 750.0 750.0 750.0 7.15 % notes due 2037 8.05 % 129.2 129.2 129.2 4.50 % notes due 2047 4.59 % 700.0 700.0 700.0 4.70 % notes due 2048 5.42 % 460.9 460.9 460.9 5.70 % notes due 2054 5.82 % 750.0 750.0 750.0 Other notes 0.0 0.5 0.6 Total long-term debt - face value $ 4,440.1 $ 4,440.6 $ 4,990.7 Unamortized discounts and debt issuance costs ( 77.1 ) ( 78.5 ) ( 82.3 ) Total long-term debt - book value $ 4,363.0 $ 4,362.1 $ 4,908.4 Current maturities 0.0 ( 0.4 ) ( 0.5 ) Total long-term debt - reported value $ 4,363.0 $ 4,361.7 $ 4,907.9 Estimated fair value of long-term debt $ 4,243.0 $ 4,333.3 $ 4,794.5 1. 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 Our $ 1,600.0 million unsecured commercial paper program was established in August 2022 and matures in November 2029. Our commercial paper is fully back-stopped by our line of credit and contains covenants customary for an unsecured investment-grade facility. 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 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 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. The margins are determined by our credit ratings. Standby letters of credit, which are issued under the line of credit and reduce availability, are charged a fee equal to the margin for SOFR borrowings plus 0.175 %. 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 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 %. Form 10-Q 12 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: • None was borrowed • $ 23.1 million was used to support standby letters of credit Term Debt 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 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. Total proceeds of $ 1,975.0 million (net of discounts and transaction costs), together with cash on hand, were used to provide liquidity for acquisitions in 2024 and debt maturing in 2025. In March 2025, we redeemed the $ 400.0 million senior notes due April 2025 using cash on hand. 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 We provide, in the normal course of business, certain third-party beneficiaries with standby letters of credit to support our obligations to pay or perform according to the requirements of an underlying agreement. Such letters of credit typically have an initial term of one year , renew automatically and can only be modified or canceled with the approval of the beneficiary. 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 March 31, 2026 are summarized by purpose in the table below: in millions Risk management insurance $ 9.8 Reclamation/restoration requirements 14.4 Total standby letters of credit $ 24.2 13 Form 10-Q Part I Financial Information NOTE 8: COMMITMENTS AND CONTINGENCIES Certain of our aggregates reserves are burdened by volumetric production payments (nonoperating interest) as described in Note 4 . 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 $ 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 We are subject to occasional governmental proceedings and orders pertaining to occupational safety and health or to protection of the environment, such as proceedings or orders relating to noise abatement, air emissions or water discharges. As part of our continuing program of stewardship in safety, health and environmental matters, we have been able to resolve such proceedings and to comply with such orders without any material adverse effects on our business. We have received notices from the United States Environmental Protection Agency (EPA) or similar state or local agencies that we are considered a potentially responsible party (PRP) at a limited number of sites under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA or Superfund) or similar state and local environmental laws. Generally, we share the cost of remediation at these sites with other PRPs or alleged PRPs in accordance with negotiated or prescribed allocations. There is inherent uncertainty in determining the potential cost of remediating a given site and in determining any individual party's share in that cost. As a result, estimates can change substantially as additional information becomes available regarding the nature or extent of site contamination, remediation methods, other PRPs and their probable level of involvement, and actions by or against governmental agencies or private parties. We have reviewed the nature and extent of our involvement at each Superfund site as well as potential obligations arising under other federal, state and local environmental laws. While ultimate resolution and financial liability is uncertain at a number of the sites, in our opinion, based on information currently available, the ultimate resolution of claims and assessments related to these sites will not have a material effect on our consolidated results of operations, financial position or cash flows, although amounts recorded in a given period could be material to our results of operations or cash flows for that period. Amounts accrued for environmental matters (measured on an undiscounted basis) are presented below: in millions March 31 2026 December 31 2025 March 31 2025 Continuing operations $ 45.6 $ 45.7 $ 47.7 Retained from former Chemicals business 8.4 8.4 8.3 Total accrued environmental remediation costs $ 54.0 $ 54.1 $ 56.0 We are a defendant in various lawsuits in the ordinary course of business. 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 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 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 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. In September 2016, the EPA entered into an Administrative Settlement Agreement and Order on Consent with Occidental Chemical Corporation (Occidental) in which Occidental agreed to undertake the remedial design for this bank-to-bank dredging remedy and to reimburse the United States for certain response costs. 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 Form 10-Q 14 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 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. Occidental thereafter filed an appeal challenging the entry of the Consent Decree. The appeal remains pending. Vulcan’s portion of the settlement is within the immaterial loss recorded for this matter in 2015. In July 2018, Vulcan, along with more than 100 other defendants, was sued by Occidental in United States District Court for the District of New Jersey, Newark Vicinage. Occidental is seeking cost recovery and contribution under CERCLA for costs related to the River. This lawsuit is currently stayed. In another related proceeding, Occidental filed a lawsuit in March 2023 against Vulcan and 39 other defendants in United States District Court for the District of New Jersey, Newark Vicinage seeking cost recovery and contribution under CERCLA for costs related to the upper 9 miles of the River. It is unknown at this time how the settlement and approval of the Consent Decree with the EPA/DOJ would affect the Occidental lawsuits. • 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. Vulcan faces liabilities related to 1,1,1-trichloroethane stabilized with 1,4-dioxane ("TCA"). We are one of the defendants in cases filed in both state and federal courts, including one case filed by the State of New Jersey. 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. During the fourth quarter of 2025, a Vulcan insurer directly negotiated the settlement of the largest plaintiff case filed in federal court in New York. Vulcan’s insurer funded the settlement in excess of Vulcan’s immaterial self-insured retention amount. We will vigorously defend the remaining cases on substantive and procedural grounds. At this time, we cannot determine the likelihood of loss, or reasonably estimate a range of loss, if any, pertaining to the above-referenced cases. • HEWITT LANDFILL MATTER (SUPERFUND SITE) — In 2015, the Los Angeles Regional Water Quality Control Board (RWQCB) issued a Cleanup and Abatement Order (CAO) directing Calmat Co., a Vulcan subsidiary (hereinafter Vulcan), to assess, monitor, cleanup, and abate wastes that have been discharged to soil, soil vapor, and/or groundwater at the former Hewitt Landfill in Los Angeles. Following an extensive investigation and pilot scale testing, Vulcan implemented an onsite corrective action plan approved by RWQCB that includes a groundwater pump, treat and reinjection system. In 2024, the RWQCB made a request under the CAO for a work plan to install additional monitoring wells and optimize and expand the existing on-site remediation system. This request complements expansion discussions with the EPA and other stakeholders as part of an Alternative Design Plan (ADP). Currently-anticipated costs of these on-site source control activities have been fully accrued. We are also engaged in an ongoing dialogue with the EPA and the Los Angeles Department of Water and Power (LADWP) regarding the potential contribution of the Hewitt Landfill to groundwater contamination in the North Hollywood Operable Unit (NHOU) of the San Fernando Valley Superfund Site. The EPA and Vulcan entered into a 2017 Administrative Order on Consent (AOC) for the design of two extraction wells south of the Hewitt Landfill to protect the North Hollywood West (NHW) 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 2025. The ADP relies upon the RWQCB-approved expansion of the onsite Hewitt remedy and, necessarily, the two well head treatment systems operated by LADWP as the preferred method to address the off-site impacts that were the target of the 2017 AOC. The ADP further contemplates an agreement on the coordination of the operation of the onsite Hewitt remedy and LADWP’s well head treatment systems. The EPA, Vulcan, and LADWP continue to engage in a dialogue regarding the coordination of the systems. At this time, we cannot reasonably estimate a range of a loss pertaining to potential work completed at the direction of the EPA. Additionally, Vulcan is in a dispute with LADWP regarding the cost and necessity of LADWP's construction of the two well head treatment facilities and Vulcan's relative contribution to their construction and operation. LADWP has alleged that the Hewitt Landfill is one of the primary sources of contamination at the NHW system and one of the sources of contamination at the NHC system. According to information available on the California State Water Resources Control Board (SWRCB) website, the 15 Form 10-Q 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 and the ongoing operation of the systems. Among other factors, we anticipate that any contribution should take into account the on-site source control and other measures implemented by Vulcan at the former Hewitt Landfill, the relative contribution and duration of any contaminants originating from the Hewitt Landfill to the LADWP systems, the contribution and duration of contaminants originating from the property and activities of LADWP, and the cost-effectiveness of the LADWP systems. At this time, we cannot reasonably estimate a range of a loss pertaining to LADWP’s potential contribution claim. However, as discussions continue with LADWP and as additional records and data are analyzed, it is reasonably possible that an estimated material loss could be recognized in the near term. • 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. de C.V. (Calica), served the United Mexican States (Mexico) a Notice of Intent to Submit a Claim to Arbitration under Chapter 11 of the North American Free Trade Agreement (NAFTA). This NAFTA claim relates to the treatment of a portion of our quarrying operations in Quintana Roo, Mexico arising from, among other measures, Mexico’s failure to comply with a legally binding zoning agreement and relates to other unfair, arbitrary and capricious actions by Mexico’s environmental enforcement agency. We assert that these actions are in breach of Mexico’s international obligations under NAFTA and international law. As required by Article 1118 of NAFTA, we sought to settle this dispute with Mexico through consultations. Notwithstanding our good faith efforts to resolve the dispute amicably, we were unable to do so and filed a Request for Arbitration with the International Centre for Settlement of Investment Disputes (ICSID) in December 2018. In January 2019, ICSID registered our Request for Arbitration. A hearing on the merits took place in July 2021. While we awaited the final resolution from the tribunal, we continued to engage with government officials to pursue an amicable resolution of the dispute. On May 5, 2022, Mexican government officials unexpectedly and arbitrarily shut down Calica’s remaining operations in Mexico. On May 8, 2022, Legacy Vulcan filed an application in the NAFTA arbitration seeking provisional measures and leave to file an ancillary claim in connection with this latest shutdown (see Part I, Item 2 "Management’s Discussion and Analysis of Financial Condition and Results of Operations" under the caption "Known Trends or Uncertainties"). In July 2022, the NAFTA arbitration tribunal granted Legacy Vulcan’s application and ordered Mexico not to take any action that might further aggravate the dispute between the parties or render the resolution of the dispute potentially more difficult. A hearing on the merits of the ancillary claim took place in August 2023. We expect that the NAFTA arbitration tribunal will issue a decision on the claim and ancillary claim during 2026. At this time, there can be no assurance whether we will be successful in our NAFTA claim and ancillary claim, and we cannot quantify the amount we may recover, if any, under this arbitration proceeding if we are successful. It is not possible to predict the ultimate outcome of these and other legal proceedings in which we are involved, and a number of factors, including developments in ongoing discovery or adverse rulings, or the verdict of a particular jury, could cause actual losses to differ materially from accrued costs. No liability was recorded for claims and litigation for which a loss was determined to be only reasonably possible or for which a loss could not be reasonably estimated. Legal costs incurred in defense of lawsuits are expensed as incurred. 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. Form 10-Q 16 Part I Financial Information NOTE 9: ASSET RETIREMENT OBLIGATIONS Asset retirement obligations (AROs) are legal obligations associated with the retirement of long-lived assets resulting from the acquisition, construction, development and/or normal use of the underlying assets, including legal obligations for land reclamation. Recognition of a liability for an ARO is required in the period in which it is incurred at its estimated fair value. The associated asset retirement costs are capitalized as part of the carrying amount of the underlying asset and depreciated over the estimated useful life of the asset. The ARO liability is accreted through charges to operating expenses. If the ARO liability is settled for a value other than the carrying amount of the liability, we recognize a gain or loss on settlement. ARO operating costs related to accretion of the liabilities and depreciation of the assets are as follows: Three Months Ended March 31 in millions 2026 2025 ARO Operating Costs Accretion $ 5.0 $ 4.3 Depreciation 3.7 3.9 Total ARO operating costs $ 8.7 $ 8.2 ARO operating costs are reported in cost of revenues. ARO liabilities are reported within other noncurrent liabilities in our accompanying Condensed Consolidated Balance Sheets. Reconciliations of the carrying amounts of our ARO liabilities are as follows: Three Months Ended March 31 in millions 2026 2025 Asset Retirement Obligations ARO liability balance at beginning of period $ 456.5 $ 427.4 Liabilities incurred 0.0 0.0 Liabilities settled ( 3.0 ) ( 5.9 ) Accretion expense 5.0 4.3 Revisions, net 1.5 3.7 ARO liability balance at end of period $ 460.0 $ 429.5 17 Form 10-Q Part I Financial Information NOTE 10: BENEFIT PLANS Pension Plans We sponsor two qualified, noncontributory defined benefit pension plans, the Vulcan Materials Company Pension Plan (VMC Pension Plan) and the CMG Hourly Pension Plan (CMG Pension Plan). The VMC Pension Plan has been closed to new entrants since 2007, and benefit accruals ceased in 2005 for hourly participants and in 2013 for salaried participants. The CMG Pension Plan is closed to new entrants other than through one small union, and benefits continue to accrue equal to a flat dollar amount for each year of service. In addition to these qualified plans, we sponsor three unfunded, nonqualified pension plans. The following table sets forth the components of net periodic pension benefit cost: Three Months Ended March 31 in millions 2026 2025 Service cost $ 0.5 $ 0.5 Interest cost 7.8 8.3 Expected return on plan assets ( 9.0 ) ( 7.8 ) Amortization of actuarial loss 1.2 1.2 Net periodic pension benefit cost $ 0.5 $ 2.2 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 $ 0.8 million and $ 1.2 million for the three months ended March 31, 2026 and 2025, respectively. Postretirement Plans In addition to pension benefits, we provide certain healthcare and life insurance benefits for some retired employees. Substantially all of our salaried employees and, where applicable, certain of our hourly employees may become eligible for these benefits if they reach a qualifying age and meet certain service requirements. Generally, Company-provided healthcare benefits end when covered individuals become eligible for Medicare benefits, become eligible for other group insurance coverage or reach age 65 (whichever occurs first). The following table sets forth the components of net periodic other postretirement benefit cost: Three Months Ended March 31 in millions 2026 2025 Service cost $ 0.5 $ 0.6 Interest cost 0.4 0.5 Amortization of prior service cost 0.4 0.4 Amortization of actuarial gain ( 0.4 ) ( 0.3 ) Net periodic postretirement benefit cost $ 0.9 $ 1.2 Pretax amortization from AOCI $ 0.0 $ 0.1 Defined Contribution Plans In addition to our pension and postretirement plans, we sponsor six defined contribution plans. Substantially all salaried and non-union hourly employees are eligible to be covered by one of these plans. Under these plans, we match employees’ eligible contributions at established rates. 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). Form 10-Q 18 Part I Financial Information NOTE 11: OTHER COMPREHENSIVE INCOME Comprehensive income comprises two subsets: net earnings and other comprehensive income (OCI). The components of OCI are presented in the accompanying Condensed Consolidated Statements of Comprehensive Income, net of applicable taxes. Amounts in AOCI, net of tax, are as follows: in millions March 31 2026 December 31 2025 March 31 2025 Cash flow hedges $ ( 15.5 ) $ ( 16.0 ) $ ( 17.3 ) Pension and postretirement plans ( 108.7 ) ( 109.6 ) ( 108.7 ) Total AOCI $ ( 124.2 ) $ ( 125.6 ) $ ( 126.0 ) Changes in AOCI, net of tax, for the three months ended March 31, 2026 are as follows: in millions Cash Flow Hedges Pension and Postretirement Benefit Plans Total AOCI Balances as of December 31, 2025 $ ( 16.0 ) $ ( 109.6 ) $ ( 125.6 ) Amounts reclassified from AOCI 0.5 0.9 1.4 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 March 31 in millions 2026 2025 Amortization of Accumulated Cash Flow Hedge Losses Interest expense $ 0.6 $ 0.6 Benefit from income taxes ( 0.1 ) ( 0.2 ) Total $ 0.5 $ 0.4 Amortization of Accumulated Benefit Plan Costs Other nonoperating expense $ 1.2 $ 1.3 Benefit from income taxes ( 0.3 ) ( 0.3 ) Total $ 0.9 $ 1.0 Total reclassifications from AOCI to earnings $ 1.4 $ 1.4 19 Form 10-Q Part I Financial Information NOTE 12: EQUITY Our capital stock consists solely of common stock, par value $ 1.00 per share, of which 480,000,000 shares may be issued. Holders of our common stock are entitled to one vote per share. We may also issue 5,000,000 shares of preferred stock, but no shares have been issued. 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 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 March 31 2026 December 31 2025 March 31 2025 Number of shares purchased and retired 0.5 1.5 0.2 Total purchase price 1 $ 149.5 $ 438.4 $ 38.1 Average price per share $ 296.47 $ 283.82 $ 224.36 1. The amount paid to purchase shares in excess of the par value and related excise taxes are recorded in retained earnings. 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 March 31 in millions, except per share data 2026 2025 Total Shareholders' Equity Balance at beginning of period $ 8,525.1 $ 8,118.6 Net earnings attributable to Vulcan 165.5 128.9 Share-based compensation plans, net of shares withheld for taxes ( 37.9 ) ( 24.6 ) Purchase and retirement of common stock ( 150.4 ) ( 38.1 ) Share-based compensation expense 15.5 13.9 Cash dividends on common stock ($ 0.52 /$ 0.49 per share, respectively) ( 67.9 ) ( 66.0 ) Other comprehensive income 1.4 1.4 Balance at end of period $ 8,451.3 $ 8,134.1 Noncontrolling Interest Balance at beginning of period $ 23.8 $ 23.9 Earnings attributable to noncontrolling interest 0.5 0.5 Other noncontrolling interest 0.1 0.0 Balance at end of period $ 24.4 $ 24.4 Total Equity Balance at end of period $ 8,475.7 $ 8,158.5 Form 10-Q 20 Part I Financial Information NOTE 13: SEGMENT REPORTING Our operating segments are based on our internal management reporting structure. Our chief operating decision maker, the Chief Executive Officer, evaluates our operating results through reportable segment gross profit. This financial metric is used to review operating trends, perform analytical comparisons between periods and monitor budget-to-actual variances on a monthly basis in order to assess performance and allocate resources. We have three operating (and reportable) segments organized around our principal product lines: Aggregates, Asphalt and Concrete. The vast majority of our activities are domestic. We sell a relatively small amount of construction aggregates outside the United States. Our Asphalt and Concrete segments are primarily supplied with their aggregates requirements from our Aggregates segment. These intersegment sales are made at local market prices for the particular grade and quality of product used in the production of asphalt mix and ready-mixed concrete and are excluded from total revenues. Segment Financial Disclosure Three Months Ended March 31 in millions 2026 2025 Total Revenues Aggregates 1 $ 1,450.5 $ 1,335.9 Asphalt 2 215.8 208.7 Concrete 187.5 177.0 Segment sales $ 1,853.8 $ 1,721.6 Aggregates intersegment sales ( 97.9 ) ( 87.0 ) Total $ 1,755.9 $ 1,634.6 Cost of Revenues Aggregates $ ( 952.3 ) $ ( 891.6 ) Asphalt ( 203.6 ) ( 203.9 ) Concrete ( 177.3 ) ( 173.8 ) Total $ ( 1,333.2 ) $ ( 1,269.3 ) Gross Profit Aggregates $ 400.3 $ 357.3 Asphalt 12.2 4.8 Concrete 10.2 3.2 Total $ 422.7 $ 365.3 Reconciliation to Pretax Earnings Selling, administrative and general expenses $ ( 135.7 ) $ ( 138.3 ) Other operating expense, net ( 21.6 ) ( 0.6 ) Other nonoperating income (expense), net 1.4 ( 2.6 ) Interest expense, net ( 53.9 ) ( 59.7 ) Earnings from continuing operations before income taxes $ 212.9 $ 164.1 1. Includes product sales (crushed stone, sand and gravel, sand and other aggregates), freight & delivery costs that we pass along to our customers, and service revenues (see Note 4 ) related to our aggregates business. 2. Includes product sales as well as service revenues (see Note 4 ) from our asphalt construction paving business. 21 Form 10-Q Part I Financial Information Segment Financial Disclosure (Continued) Three Months Ended March 31 in millions 2026 2025 Depreciation, Depletion, Accretion and Amortization 1 Aggregates $ 145.9 $ 150.4 Asphalt 11.2 12.0 Concrete 4.0 15.4 Other 9.2 8.6 Total $ 170.3 $ 186.4 Capital Expenditures 2 Aggregates $ 73.4 $ 91.2 Asphalt 6.0 5.1 Concrete 1.9 6.8 Corporate 9.1 2.2 Total $ 90.4 $ 105.3 Identifiable Assets 3 Aggregates $ 14,415.2 $ 14,351.9 Asphalt 733.8 815.0 Concrete 1,037.3 1,043.3 Total identifiable assets $ 16,186.3 $ 16,210.2 General corporate assets 342.9 309.0 Cash and cash equivalents and restricted cash 143.7 192.9 Total $ 16,672.9 $ 16,712.1 1. Depreciation, Depletion, Accretion & Amortization (DDA&A) for each segment is included in cost of revenues. 2. Capital expenditures include changes in accruals for purchases of property, plant & equipment. Capital expenditures exclude property, plant & equipment obtained by business acquisitions. 3. 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. Form 10-Q 22 Part I Financial Information NOTE 14: SUPPLEMENTAL CASH FLOW INFORMATION Supplemental information referable to our Condensed Consolidated Statements of Cash Flows is summarized below: Three Months Ended March 31 in millions 2026 2025 Cash Payments 1 Interest (exclusive of amount capitalized) $ 13.4 $ 27.9 Income taxes 2.6 1.7 Noncash Investing and Financing Activities Accruals for purchases of property, plant & equipment $ 37.7 $ 33.2 Recognition of new and revised lease obligations: Operating lease right-of-use assets 17.4 54.0 Finance lease right-of-use assets 1.9 2.7 Consideration payable to seller in business acquisitions 0.0 6.7 1. Excludes changes in accruals. NOTE 15: GOODWILL Goodwill is recognized when the consideration paid for a business exceeds the fair value of the tangible and identifiable intangible assets acquired. Goodwill is allocated to reporting units for purposes of testing goodwill for impairment. 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. 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, 2025 to March 31, 2026 are shown below: in millions Aggregates Asphalt Concrete Total Goodwill at December 31, 2025 $ 3,666.0 $ 91.6 $ 23.3 $ 3,780.9 Goodwill of acquired businesses 0.0 0.0 0.0 0.0 Goodwill of divested businesses 0.0 0.0 0.0 0.0 Goodwill at March 31, 2026 $ 3,666.0 $ 91.6 $ 23.3 $ 3,780.9 23 Form 10-Q Part I Financial Information NOTE 16: ACQUISITIONS AND DIVESTITURES Business Acquisitions 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 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 2025 March 31 2025 Held for Sale Inventory $ 5.9 $ 5.9 $ 0.0 Land and land improvements, net 129.2 138.1 0.0 Buildings, machinery and equipment, net 150.4 150.2 0.0 Operating leases, net 26.3 27.5 0.0 Finance leases, net 6.0 6.2 0.0 Amortizable intangible assets, net 379.7 379.7 0.0 Other assets, net 0.7 0.9 0.0 Total assets held for sale $ 698.2 $ 708.5 $ 0.0 Current operating lease liabilities $ ( 4.4 ) $ ( 4.6 ) $ 0.0 Current finance lease liabilities ( 1.6 ) ( 1.8 ) 0.0 Noncurrent operating lease liabilities ( 21.2 ) ( 22.3 ) 0.0 Noncurrent finance lease liabilities ( 0.3 ) ( 0.6 ) 0.0 Total liabilities held for sale $ ( 27.5 ) $ ( 29.3 ) $ 0.0 Form 10-Q 24 Part I Financial Information NOTE 17: NEW ACCOUNTING STANDARDS Accounting Standards Recently Adopted None. Accounting Standards Pending Adoption 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. 25 Form 10-Q Part I Financial Information