What changed in this filing

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Item 1. Financial Statements

2026-07-29 compared with 2026-04-29 · 139 added, 97 removed, 745 unchanged (24% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

Unaudited March 31

Unaudited June 30

2026 December 31

2025 March 31

Cash and cash equivalents $ 194.2 $ 183.3 $ 347.4

40 unchanged sentences

Unaudited Three Months Ended

June 30 Six Months Ended

in millions, except per share data 2026 2025 2026 2025

7 unchanged sentences

Other nonoperating income (expense), net

3.7 2.4 5.1 ( 0.2 )

Interest expense, net ( 54.7 ) ( 59.2 ) ( 108.6 ) ( 118.9 )

Earnings from continuing operations before income taxes

404.5 414.2 617.4 578.3

Income tax expense ( 81.4 ) ( 91.3 ) ( 127.2 ) ( 125.0 )

Earnings from continuing operations 323.1 322.9 490.2 453.3

Loss on discontinued operations, net of tax ( 1.0 ) ( 0.9 )

Gain (loss) on discontinued operations, net of tax 1.2 ( 2.1 ) 0.1 ( 3.1 )

Net earnings 324.3 320.8 490.3 450.2

Earnings attributable to noncontrolling interest

( 0.5 ) ( 0.5 )

(Earnings) loss attributable to noncontrolling interest ( 0.9 ) 0.1 ( 1.4 ) ( 0.4 )

Net earnings attributable to Vulcan $ 323.4 $ 320.9 $ 488.9 $ 449.8

4 unchanged sentences

Comprehensive income 325.8 322.3 493.2 453.1

Comprehensive earnings attributable to noncontrolling interest

( 0.5 ) ( 0.5 )

Comprehensive (earnings) loss attributable to noncontrolling interest ( 0.9 ) 0.1 ( 1.4 ) ( 0.4 )

Comprehensive income attributable to Vulcan $ 324.9 $ 322.4 $ 491.8 $ 452.7

15 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Unaudited Three Months Ended

Unaudited Six Months Ended

in millions 2026 2025

15 unchanged sentences

Proceeds from sale of businesses 572.1 19.0

Payment for businesses acquired, net of acquired cash and adjustments

Payment for businesses acquired, net of acquired cash ( 75.0 ) ( 5.2 )

Other, net 0.0 1.0

Net cash used for investing activities $ ( 174.9 ) $ ( 126.5 )

Net cash provided by (used for) investing activities $ 144.8 $ ( 236.9 )

Financing Activities

Proceeds from short-term debt 197.0 0.0

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

4 unchanged sentences

Share-based compensation, shares withheld for taxes ( 38.3 ) ( 29.3 )

Distribution to noncontrolling interest ( 1.4 ) ( 1.5 )

Other, net 0.0 ( 0.3 )

Net cash used for financing activities $ ( 630.1 ) $ ( 606.1 )

Net decrease in cash and cash equivalents and restricted cash

( 45.7 ) ( 407.9 )

Net increase (decrease) in cash and cash equivalents and restricted cash 99.3 ( 249.8 )

Cash and cash equivalents and restricted cash at beginning of year 189.4 600.8

16 unchanged sentences

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

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

Operating results for the three and six month periods ended June 30, 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.

Events that relate to conditions arising after June 30, 2026 will be reflected in management’s estimates for future periods.

Noncontrolling Interest

12 unchanged sentences

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.

Allowances for credit losses were $ 10.7 million, $ 10.5 million and $ 13.3 million at June 30, 2026, December 31, 2025 and June 30, 2025, respectively.

Part I Financial Information

1 unchanged sentence

Inventories are as follows:

in millions March 31

in millions June 30

2026 December 31

2025 March 31

Finished products $ 557.1 $ 557.7 $ 574.4

8 unchanged sentences

Three Months Ended

June 30 Six Months Ended

in millions 2026 2025 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 ).

Pretax gain (loss) $ 1.7 $ ( 2.8 ) $ 0.3 $ ( 4.1 )

Income tax (expense) benefit ( 0.5 ) 0.7 ( 0.2 ) 1.0

Gain (loss) on discontinued operations, net of tax $ 1.2 $ ( 2.1 ) $ 0.1 $ ( 3.1 )

Our discontinued operations include charges or credits related to general and product liability costs and accruals, 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.

2 unchanged sentences

Three Months Ended

June 30 Six Months Ended

in millions 2026 2025 2026 2025

9 unchanged sentences

Three Months Ended

June 30 Six Months Ended

in millions 2026 2025 2026 2025

3 unchanged sentences

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.

Allowances for depreciation, depletion and amortization were $ 6,500.1 million, $ 6,356.1 million and $ 6,222.0 million at June 30, 2026, December 31, 2025 and June 30, 2025, respectively.

Our portfolio of nonmineral leases is composed of leases for real estate (including office buildings, aggregates sales yards and terminals, and concrete and asphalt sites) and equipment (including railcars and rail track, barges, and office, plant and mobile equipment).

Lease right-of-use (ROU) assets and liabilities and the weighted-average lease terms and discount rates are as follows:

dollars in millions Classification on the Balance Sheet March 31

dollars in millions Classification on the Balance Sheet June 30

2026 December 31

2025 March 31

Operating lease ROU assets $ 684.2 $ 674.2 $ 700.4

22 unchanged sentences

Finance leases 4.6 % 4.0 % 3.5 %

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

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

Part I Financial Information

3 unchanged sentences

Three Months Ended

June 30 Six Months Ended

in millions 2026 2025 2026 2025

4 unchanged sentences

Short-term lease cost 1

11.0 12.0 21.4 24.1

Variable lease cost 4.8 4.6 9.7 8.6

3 unchanged sentences

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

Cash paid for operating leases was $ 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.

Cash paid for operating leases was $ 40.4 million and $ 40.2 million for the six months ended June 30, 2026 and 2025, respectively.

Cash paid for finance leases (principal and interest) was $ 5.2 million and $ 6.1 million for the six months ended June 30, 2026 and 2025, respectively.

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

3 unchanged sentences

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

In the 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.

In the second quarter of 2026, we recorded income tax expense from continuing operations of $ 81.4 million compared to $ 91.3 million in the second quarter of 2025.

The decrease in tax expense was primarily due to the tax benefit recorded for the remeasurement of our deferred tax liabilities in the second quarter of 2026 resulting from changes in our state tax profile after the divestiture of our ready-mixed concrete operations in California .

For the first six months of 2026, we recorded income tax expense from continuing operations of $ 127.2 million compared to $ 125.0 million for the first six months of 2025.

The increase in tax expense was primarily due to the increase in pretax earnings, partially offset by the tax benefit recorded for the remeasurement of our deferred tax liabilities in the second quarter of 2026.

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

2 unchanged sentences

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.

Part I Financial Information

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

4 unchanged sentences

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

Part I Financial Information

During 2026, we have made progress with SAT on the other claims, but Calica's cost of goods sold deduction remains unsettled.

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.

We expect $ 10.4 million of the Alabama NOL carryforward to expire in 2026 resulting in a tax expense of $ 0.1 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.

9 unchanged sentences

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

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

Three Months Ended March 31, 2026

Our segment total revenues by geographic market for the three and six month periods ended June 30, 2026 and 2025 are disaggregated as follows:

Three Months Ended June 30, 2026

in millions Aggregates Asphalt Concrete Total

6 unchanged sentences

$ 1,639.0 $ 330.0 $ 186.8 $ 2,155.8

Three Months Ended March 31, 2025

Part I Financial Information

Three Months Ended June 30, 2025

in millions Aggregates Asphalt Concrete Total

6 unchanged sentences

$ 1,512.9 $ 368.9 $ 220.6 $ 2,102.4

Six Months Ended June 30, 2026

in millions Aggregates Asphalt Concrete Total

East revenues $ 915.6 $ 85.2 $ 154.8 $ 1,155.6

Gulf Coast revenues 1,771.0 87.6 3.4 1,862.0

West revenues 526.9 373.0 216.1 1,116.0

Segment sales $ 3,213.5 $ 545.8 $ 374.3 $ 4,133.6

Intersegment sales ( 221.9 ) 0.0 0.0 ( 221.9 )

Total revenues 1

$ 2,991.6 $ 545.8 $ 374.3 $ 3,911.7

Six Months Ended June 30, 2025

in millions Aggregates Asphalt Concrete Total

East revenues $ 920.8 $ 82.6 $ 154.7 $ 1,158.1

Gulf Coast revenues 1,591.9 143.3 3.4 1,738.6

West revenues 472.7 351.7 239.6 1,064.0

Segment sales $ 2,985.4 $ 577.6 $ 397.7 $ 3,960.7

Intersegment sales ( 223.7 ) 0.0 0.0 ( 223.7 )

Total revenues 1

$ 2,761.7 $ 577.6 $ 397.7 $ 3,737.0

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)

Gulf Coast market — Alabama, Colorado, Florida, Georgia, Louisiana, Mississippi, Oklahoma, South Carolina, Texas, Freeport (Bahamas), Puerto Cortés (Honduras) and Quintana Roo (Mexico)

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

Part I Financial Information

Total revenues are primarily derived from our p roduct sales of aggregates (crushed stone, sand and gravel, sand and other aggregates), asphalt mix and ready-mixed concrete, and include freight & delivery costs that we pass along to our customers to deliver these products.

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

Our total service revenues were $ 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 total service revenues were $ 71.8 million ( 3.3 % of total revenues) and $ 87.9 million ( 4.2 % of total revenues) for the three months ended June 30, 2026 and 2025 , respectively, and $ 115.4 million ( 3.0 % of total revenues) and $ 132.7 million ( 3.6 % of total revenues) for the six months ended June 30, 2026 and 2025 , respectively.

The decrease in service revenues is attributable to the divestiture of our asphalt mix and construction paving operations in Houston, TX, during the fourth quarter of 2025.

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.

Part I Financial Information

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.

8 unchanged sentences

Three Months Ended

June 30 Six Months Ended

in millions 2026 2025 2026 2025

8 unchanged sentences

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

Future revenues from unsatisfied performance obligations (including contracts with an expected duration of 1 year or less) at 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.

Future revenues from unsatisfied performance obligations (including contracts with an expected duration of 1 year or less) at June 30, 2026 and 2025 were $ 206.8 million and $ 320.4 million, respectively.

The remaining period to complete the obligations at June 30, 2026 ranged from 1 month to 27 months.

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

10 unchanged sentences

• are both volume and time limited

Part I Financial Information

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

3 unchanged sentences

Given the nature of the risks and potential rewards assumed by the buyer, the transactions do not reflect financing activities.

Part I Financial Information

Changes in our deferred revenue balances (current and noncurrent) are as follows:

Three Months Ended

June 30 Six Months Ended

in millions 2026 2025 2026 2025

2 unchanged sentences

Deferred revenue balance at end of period $ 134.5 $ 141.8 $ 134.5 $ 141.8

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).

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 June 30, 2027 (reflected in other current liabilities in our June 30, 2026 Condensed Consolidated Balance Sheet).

FAIR VALUE MEASUREMENTS

5 unchanged sentences

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

in millions March 31

in millions June 30

2026 December 31

2025 March 31

Level 1 Fair Value

8 unchanged sentences

Level 2 investments are stated at estimated fair value based on the underlying investments in the fund (high-quality, short-term money market instruments).

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

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

Part I Financial Information

Net gains of the Rabbi Trusts’ investments were $ 4.2 million and $ 1.5 million for the six months ended June 30, 2026 and 2025, respectively.

Unrealized gains on investments held by the Rabbi Trusts at June 30, 2026 and 2025 were $ 3.9 million and $ 1.9 million, respectively.

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.

Part I Financial Information

DERIVATIVE INSTRUMENTS

8 unchanged sentences

Location Three Months Ended

June 30 Six Months Ended

2026 2025 2026 2025

Loss reclassified from AOCI Interest expense $ ( 0.6 ) $ ( 0.6 ) $ ( 1.2 ) $ ( 1.2 )

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

Part I Financial Information

For the twelve-month period ending June 30, 2027, we estimate that $ 2.5 million of the $ 15.1 million net of tax loss in AOCI will be reclassified to interest expense.

Debt is detailed as follows:

in millions Effective

Interest Rates March 31

Interest Rates June 30

2026 December 31

2025 March 31

Bank line of credit expires 2029

4 unchanged sentences

Commercial paper expires 2029 1

0.0 0.0 550.0

3.90 % notes due 2027

22 unchanged sentences

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.

Part I Financial Information

Discounts and debt issuance costs are amortized using the effective interest method over the terms of the respective notes resulting in $ 2.6 million and $ 2.6 million of net interest expense for these items for the six months ended June 30, 2026 and 2025, respectively.

Line of Credit and Commercial Paper Program

1 unchanged sentence

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

As of March 31, 2026, we were in compliance with the commercial paper covenants.

As of June 30, 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.

As of June 30, 2026, we had no outstanding commercial paper borrowings.

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.

As of June 30, 2026, we were in compliance with the line of credit covenants.

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

2 unchanged sentences

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

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

Part I Financial Information

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

As of June 30, 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 %.

As of June 30, 2026, our available borrowing capacity under the line of credit was $ 1,581.5 million.

Utilization of the borrowing capacity was as follows:

3 unchanged sentences

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.

As of June 30, 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.

4 unchanged sentences

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

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

Our standby letters of credit are summarized by purpose in the table below:

in millions June 30

Risk management insurance $ 5.2

5 unchanged sentences

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.

As stated in Note 2 , our lease liabilities totaled $ 577.8 million as of June 30, 2026.

As summarized by purpose in Note 7 , our standby letters of credit totaled $ 19.6 million as of June 30, 2026.

As described in Note 9 , our asset retirement obligations totaled $ 464.5 million as of June 30, 2026.

Litigation and Environmental Matters

8 unchanged sentences

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

in millions March 31

in millions June 30

2026 December 31

2025 March 31

Continuing operations $ 43.1 $ 45.7 $ 47.5

77 unchanged sentences

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.

The NAFTA arbitration tribunal issued a decision on the claim (the "Decision") on July 27, 2026.

In the Decision, the tribunal found that Mexico violated NAFTA in several respects.

However, the tribunal's award of monetary damages to Vulcan for Mexico's violations was negligible.

In the Decision, the tribunal also ruled that the ancillary claim was outside of its jurisdiction.

This development had no material impact on our consolidated balance sheets, statements of comprehensive income, or statements of cash flows for the period ended June 30, 2026.

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.

11 unchanged sentences

Three Months Ended

June 30 Six Months Ended

in millions 2026 2025 2026 2025

7 unchanged sentences

Three Months Ended

June 30 Six Months Ended

in millions 2026 2025 2026 2025

7 unchanged sentences

Revisions, net

2.6 0.0 4.1 ( 0.2 )

ARO liability balance at end of period

9 unchanged sentences

Three Months Ended

June 30 Six Months Ended

in millions 2026 2025 2026 2025

5 unchanged sentences

Pretax amortization from AOCI $ 1.3 $ 1.3 $ 2.5 $ 2.5

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.

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 $ 4.2 million and $ 3.4 million for the six months ended June 30, 2026 and 2025, respectively.

Postretirement Plans

4 unchanged sentences

Three Months Ended

June 30 Six Months Ended

in millions 2026 2025 2026 2025

5 unchanged sentences

Pretax amortization from AOCI

$ 0.1 $ 0.1 $ 0.1 $ 0.3

Defined Contribution Plans

2 unchanged sentences

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

Expense recognized in connection with these matching obligations totaled $ 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).

Expense recognized in connection with these matching obligations totaled $ 42.5 million and $ 39.6 million for the six months ended June 30, 2026 and 2025, respectively.

Part I Financial Information

4 unchanged sentences

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

in millions March 31

in millions June 30

2026 December 31

2025 March 31

Cash flow hedges $ ( 15.1 ) $ ( 16.0 ) $ ( 16.8 )

1 unchanged sentence

Total AOCI $ ( 122.7 ) $ ( 125.6 ) $ ( 124.5 )

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

Changes in AOCI, net of tax, for the six months ended June 30, 2026 are as follows:

in millions Cash Flow

4 unchanged sentences

Amounts reclassified from AOCI 0.9 2.0 2.9

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

AOCI Balances as of June 30, 2026 $ ( 15.1 ) $ ( 107.6 ) $ ( 122.7 )

Amounts reclassified from AOCI to earnings are as follows:

Three Months Ended

June 30 Six Months Ended

in millions 2026 2025 2026 2025

13 unchanged sentences

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

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

There were no shares held in treasury as of June 30, 2026, December 31, 2025, or June 30, 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

in millions, except average price June 30

2026 December 31

2025 March 31

Number of shares purchased and retired 1.4 1.5 0.2

4 unchanged sentences

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.

As of June 30, 2026, 3,864,057 shares may be purchased under the current authorization of our Board of Directors.

Changes in total equity are summarized below:

Three Months Ended

June 30 Six Months Ended

in millions, except per share data 2026 2025 2026 2025

3 unchanged sentences

Share-based compensation plans, net of shares withheld for taxes ( 0.5 ) ( 4.0 ) ( 38.4 ) ( 28.6 )

Purchase and retirement of common stock ( 150.4 ) ( 38.1 )

Purchase and retirement of common stock, including excise taxes ( 252.7 ) 0.0 ( 403.1 ) ( 38.1 )

Share-based compensation expense 9.2 19.1 24.7 33.0

6 unchanged sentences

Balance at beginning of period $ 24.4 $ 24.4 $ 23.8 $ 23.9

Earnings attributable to noncontrolling interest

Distribution to noncontrolling interest

( 1.4 ) ( 1.5 ) ( 1.4 ) ( 1.5 )

Earnings (loss) attributable to noncontrolling interest 0.9 ( 0.1 ) 1.4 0.4

Other noncontrolling interest

0.0 0.0 0.1 0.0

Balance at end of period $ 23.9 $ 22.8 $ 23.9 $ 22.8

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Three Months Ended

June 30 Six Months Ended

in millions 2026 2025 2026 2025

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$ 1,763.0 $ 1,649.6 $ 3,213.5 $ 2,985.4

330.0 368.9 545.8 577.6

Concrete 186.8 220.6 374.3 397.7

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Three Months Ended

June 30 Six Months Ended

in millions 2026 2025 2026 2025

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

Three Months Ended

Six Months Ended

in millions 2026 2025

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Accruals for purchases of property, plant & equipment $ 20.1 $ 31.8

Note received from sale of business 2

Recognition of new and revised lease obligations:

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Excludes changes in accruals.

Present value of the $150.0 million note due December 2027 (see Note 16 ).

Goodwill is recognized when the consideration paid for a business exceeds the fair value of the tangible and identifiable intangible assets acquired.

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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.

There were no charges for goodwill impairment in the six-month periods ended June 30, 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:

Changes in the carrying amount of goodwill by reportable segment from December 31, 2025 to June 30, 2026 are shown below:

in millions Aggregates Asphalt Concrete Total

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0.0 0.0 0.0 0.0

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

Goodwill at June 30, 2026 $ 3,666.0 $ 91.6 $ 23.3 $ 3,780.9

Part I Financial Information

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Business Acquisitions

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

2026 BUSINESS ACQUISITIONS — During the second quarter of 2026, we acquired aggregates operations in Colorado and Texas for total cash consideration of $ 75.0 million.

This acquisition was not material to either our results of operations or financial position and is reported in our consolidated financial statements as of its acquisition date.

As a result of the acquisition, we recognized $ 8.6 million of amortizable intangible assets.

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

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

During the second quarter of 2026, we sold our ready-mixed concrete operations in California and our aggregates and ready-mixed concrete operations in the U.S.

Virgin Islands for combined proceeds of $ 722.1 million ($ 572.1 million cash and a $ 150.0 million note due December 2027).

These transactions resulted in a combined immaterial loss of $ 13.2 million and sharpen our focus on aggregates serving metropolitan markets in the United States that are expected to experience the most significant growth in population, households and employment.

During 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 to sell our ready-mixed concrete operations in California, which were subsequently sold during the second quarter of 2026.

These assets and liabilities were presented as held for sale in the accompanying Condensed Balance Sheet at December 31, 2025.

The estimated 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 were as follows:

in millions June 30

2026 December 31

2025 March 31

Held for Sale

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements