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Item 2. Management’s Discussion and Analysis

2026-07-29 compared with 2026-04-29 · 182 added, 110 removed, 429 unchanged (40% of the section changed)

21 unchanged sentences

While aggregates is our focus and primary business, we believe vertical integration between aggregates and downstream products, such as asphalt mix and ready-mixed concrete, can be managed effectively in certain markets to generate attractive financial returns and enhance financial returns in our core Aggregates segment.

We produce and sell aggregates-intensive asphalt mix and/or ready-mixed concrete products in our Alabama, Arizona, California, Maryland, New Mexico, Tennessee, Texas, Virginia, U.S.

Virgin Islands and Washington D.C.

We produce and sell aggregates-intensive asphalt mix and/or ready-mixed concrete products in our Alabama, Arizona, California, Maryland, New Mexico, Tennessee, Texas, Virginia, and Washington D.C.

Aggregates comprise approximately 95% of asphalt mix by weight and 80% of ready-mixed concrete by weight.

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Executive Summary

FINANCIAL HIGHLIGHTS FOR FIRST QUARTER 2026

Compared to first quarter of 2025:

FINANCIAL HIGHLIGHTS FOR SECOND QUARTER 2026

Compared to second quarter of 2025:

• Total revenues increased $53.4 million, or 3%, to $2,155.8 million

• Gross profit increased $57.4 million, or 16%, to $422.7 million

• Gross profit increased $0.3 million, or less than 1%, to $625.5 million

• Aggregates segment sales increased $113.4 million, or 7%, to $1,763.0 million

3 unchanged sentences

• Aggregates segment gross profit increased $7.8 million, or 1%, to $567.3 million

• Unit profitability (as measured by gross profit per ton) increased 7% to $8.01 per ton

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

• Unit profitability (as measured by gross profit per ton) increased less than 1% to $9.47 per ton

• Asphalt and Concrete segment gross profit decreased $7.5 million to $58.2 million, collectively

• Selling, administrative and general (SAG) expenses decreased $3.2 million and decreased 30 basis points as a percentage of total revenues

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

• Operating earnings decreased $15.5 million, or 3%, to $455.5 million

• Earnings attributable to Vulcan from continuing operations were $2.47 per diluted share compared to $2.43 per diluted share

1 unchanged sentence

• Net earnings attributable to Vulcan were $323.4 million, an increase of $2.5 million, or 1%

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

• Adjusted EBITDA was $654.0 million, a decrease of $5.5 million, or 1%

• Returned capital to shareholders via dividends of $67.5 million at $0.52 per share versus $64.7 million at $0.49 per share

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

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

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

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

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

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

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

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

• Returned capital to shareholders via share repurchases of $250.3 million at a $276.69 average price per share compared to no share repurchases

Commercial and operational execution drove solid results in the second quarter.

Despite significant energy inflation and disruptive weather, aggregates gross profit per ton improved to $9.47 per ton and our industry-leading aggregates cash gross profit per ton grew to over $12 per ton in the second quarter.

These results demonstrate the resiliency of our uniquely advantaged pure-play aggregates business.

Through the first six months, cash provided by operating activities was $584.6 million.

Capital expenditures for maintenance and growth projects were $176.3 million in the second quarter.

We returned $67.5 million to shareholders through dividends (a 4% increase versus the prior year) and $250.3 million through share repurchases (compared to no share repurchases in the prior year quarter).

As of June 30, 2026, the ratio of total debt to trailing-twelve months Adjusted EBITDA was 1.9 times (1.7 times on a net debt basis, reflecting $288.7 million of cash on hand).

Our weighted-average debt maturity was 13.2 years, and our weighted-average effective interest rate was 5.04%.

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

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

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

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

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

On a trailing-twelve months basis, return on invested capital of 16.1% increased 20 basis points over the prior year.

Consistent with our aggregates growth strategy, during the second quarter we completed several portfolio enhancing actions.

In early June, we completed the previously announced divestiture of our ready-mixed concrete operations in California.

Additionally, we acquired a quarry in southern Colorado and a rail yard in Dallas-Fort Worth from Brannan Sand & Gravel.

These portfolio actions align with our aggregates-led growth strategy by expanding our reach into southern Colorado and strengthening our distribution network in Dallas-Fort Worth.

The pipeline for strategic acquisitions remains active, and we have the financial strength and flexibility to capitalize on the most value-accretive opportunities.

Our aggregates business is executing well, and we reiterate our full-year outlook to deliver between $2.4 and $2.6 billion of Adjusted EBITDA.

The construction environment remains supportive of continued aggregates price growth, and large projects and public construction activity continue to support our expectation for volume growth in 2026.

As always, our focus remains on compounding aggregates unit profitability to drive earnings growth and strong cash generation for our shareholders.

Part I Financial Information

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Three Months Ended

June 30 Six Months Ended

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

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Gain (loss) on sale of property, plant & equipment and businesses (11.3) 1.2 (11.6) 8.6

Loss on impairments 0.0 0.0 0.0 0.0

Operating earnings 455.5 471.0 720.9 697.4

1 unchanged sentence

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)

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Earnings from continuing operations 323.1 322.9 490.2 453.3

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

Earnings attributable to noncontrolling interest

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

(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

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Freight-adjusted sales price $ 22.97 $ 22.11 $ 22.89 $ 22.07

Tons 3.4 3.9 5.7 6.1

Average sales price $ 85.74 $ 81.29 $ 84.92 $ 81.30

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Average sales price $ 189.94 $ 186.60 $ 190.20 $ 187.83

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

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

Part I Financial Information

FIRST QUARTER 2026 COMPARED TO FIRST QUARTER 2025

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

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

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

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

SECOND QUARTER 2026 COMPARED TO SECOND QUARTER 2025

Second quarter 2026 total revenues were $2,155.8 million, up 3% from the second quarter of 2025.

Shipments increased in aggregates (1%), and decreased in asphalt mix (12%) and ready-mixed concrete (17%).

Gross profit increased in the Aggregates segment ($7.8 million or 1%), decreased in the Asphalt segment ($7.4 million or 13%) and decreased in the Concrete segment ($0.1 million or 1%).

The decrease in concrete shipments and gross profit was primarily due to the sale of our concrete operations in California during the second quarter of 2026 (see Note 16 to the condensed consolidated financial statements).

Net earnings attributable to Vulcan for the second quarter of 2026 were $323.4 million, or $2.48 per diluted share, compared to $320.9 million, or $2.42 per diluted share, in the second quarter of 2025.

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

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

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

• pretax gain on discontinued operations of $1.7 million

• pretax net loss of $13.2 million related to the sale of businesses

• pretax charges of $4.5 million associated with divested operations

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

• pretax loss on discontinued operations of $1.4 million

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

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

• pretax charges of $0.5 million associated with non-routine acquisitions

• $1.5 million of tax charges related to a valuation allowance against Calica deferred tax assets, including NOL carryforwards

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

• pretax loss on discontinued operations of $2.8 million

• pretax charges of $0.6 million associated with non-routine acquisitions

• $2.1 million of tax charges related to a valuation allowance against Calica deferred tax assets, including NOL carryforwards

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

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

First quarter 2025

Adjusted for these discrete items, earnings attributable to Vulcan from continuing operations (Adjusted Diluted EPS) were $2.59 per diluted share for the second quarter of 2026 compared to $2.45 per diluted share for the second quarter of 2025.

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

Second quarter 2025

Higher aggregates gross profit 7.8

Higher asphalt gross profit 7.4

Higher concrete gross profit 7.0

Lower asphalt gross profit (7.4)

Lower concrete gross profit (0.1)

Lower selling, administrative and general expenses

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

Lower gain or higher loss on sale of property, plant & equipment and businesses (12.5)

Lower interest expense, net

All other (5.2)

First quarter 2026

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

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

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

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

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

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

Second quarter 2026

Continued pricing discipline and operational execution drove earnings growth despite energy headwinds and challenging weather-related operating conditions throughout the second quarter.

Second quarter Aggregates segment gross profit increased 1% to $567.3 million ($9.47 on a per ton basis), and cash gross profit improved to $720.1 million ($12.02 on a per ton basis).

As compared to the prior year, second quarter aggregates shipments increased 1%, and continued to benefit from healthy public construction activity and large projects.

Shipments in Texas and certain Southeastern markets were impacted by significant rainfall, particularly in May and June.

The pricing environment remains positive with widespread growth across the Company’s footprint.

Aggregates freight-adjusted selling prices increased 3.9% compared to the prior year (4.7% on a mix-adjusted basis).

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

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

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

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

Second quarter freight-adjusted unit cost of sales increased 7% (7%, or $0.72 per ton, on a unit cash cost of sales basis).

Excluding the impact of higher diesel fuel costs, cash cost of sales increased 3%, reflecting a continued focus on cost management and operating efficiencies.

Part I Financial Information

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

Gross profit margin remained strong and expanded to 5.7%.

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

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

Overall, non-aggregates segments gross profit was $58.2 million, an 11% decrease compared to the prior year’s second quarter.

The decrease was partially due to the sale of our concrete operations in California during the second quarter of 2026 (see Note 16 to the condensed consolidated financial statements).

Asphalt segment gross profit was $49.8 million (a 13% decrease over the prior year), and cash gross profit was $61.0 million (a 14% decrease over the prior year).

Gross profit per ton decreased 1%, and cash gross profit per ton decreased 3%.

Asphalt gross profit margin remained strong at 15 percent, despite lower shipments due to weather and higher liquid asphalt costs.

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

Concrete segment gross profit was $8.4 million, and cash gross profit was $12.3 million.

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

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

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

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

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

Unit gross profit increased 19%, while unit cash gross profit decreased 46%.

The increase in unit gross profit was primarily due to the suspension of depreciation and amortization of our California ready-mixed concrete assets which were classified as held-for-sale during the second quarter of 2026.

The divestiture of these operations was completed in early June of 2026 (see Note 16 to the condensed consolidated financial statements).

SAG expense was $141.3 million for the second quarter compared to $144.5 million in the prior year.

For the quarter, SAG expense as a percent of total revenues decreased 30 basis points, to 6.6%.

On a trailing-twelve months basis, SAG expense was 6.9% of total revenues, a 40 basis point improvement from the prior year.

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

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

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

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

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

Loss on sale of property, plant & equipment and businesses was $11.3 million in the second quarter of 2026 compared to a gain of $1.2 million in the second quarter of 2025.

Net other operating expense, which is composed primarily of idle facilities expense, environmental remediation costs, gain (loss) on settlement of AROs, finance charges collected, and rental income, was $17.4 million of expense for the second quarter of 2026 compared to $10.9 million of expense in the second quarter of 2025.

The second quarter of 2026 included $4.5 million of charges associated with divested operations and $0.5 million of charges associated with non-routine acquisitions.

Net other nonoperating income (expense) was $3.7 million of income for the second quarter of 2026 compared to $2.4 million of income for the second quarter of 2025.

Net interest expense was $54.7 million in the second quarter of 2026 compared to $59.2 million in the second quarter of 2025.

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

Income tax expense from continuing operations was $45.9 million in the first quarter of 2026 compared to $33.8 million in the first quarter of 2025.

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

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

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

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

Income tax expense from continuing operations was $81.4 million in the second quarter of 2026 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.

Earnings attributable to Vulcan from continuing operations were $2.47 per diluted share in the second quarter of 2026 compared to $2.43 per diluted share in the second quarter of 2025.

DISCONTINUED OPERATIONS — Second quarter pretax income from discontinued operations was $1.7 million in 2026 compared with a pretax loss of $2.8 million in 2025.

Both periods 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.

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

YEAR-TO-DATE JUNE 30, 2026 COMPARED TO YEAR-TO-DATE JUNE 30, 2025

Total revenues for the first six months of 2026 were $3,911.7 million, up 5% from the first six months of 2025.

Shipments increased in aggregates (3%), decreased in asphalt mix (7%) and decreased in ready-mixed concrete (7%).

Gross profit increased in the Aggregates segment ($50.8 million or 6%), was flat in the Asphalt segment and increased in the Concrete segment ($6.9 million or 59%).

Net earnings attributable to Vulcan for the first six months of 2026 were $488.9 million, or $3.74 per diluted share, compared to $449.8 million, or $3.38 per diluted share in the first six months of 2025.

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

Part I Financial Information

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

• pretax gain on discontinued operations of $0.3 million

• pretax loss of $13.2 million associated with the sale of businesses

• pretax charges of $6.5 million associated with divested operations

• pretax charges of $0.5 million associated with non-routine acquisitions

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

• $3.7 million of tax charges related to a valuation allowance against Calica deferred tax assets, including NOL carryforwards

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

• pretax loss on discontinued operations of $4.1 million

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

• $3.8 million of tax charges related to a valuation allowance against Calica deferred tax assets, including NOL carryforwards

Adjusted for these discrete items, earnings attributable to Vulcan from continuing operations (Adjusted Diluted EPS) was $3.93 per diluted share for the first six months of 2026 compared to $3.45 per diluted share for the first six months of 2025.

CONTINUING OPERATIONS — Changes in earnings from continuing operations before income taxes for year-to-date June 30, 2026 versus year-to-date June 30, 2025 are summarized below:

Year-to-date June 30, 2025

Higher aggregates gross profit 50.8

Flat asphalt gross profit 0.0

Higher concrete gross profit 6.9

Lower selling, administrative and general expenses 5.6

Lower gain or higher loss on sale of property, plant & equipment and businesses (20.2)

Lower interest expense, net 10.3

All other (14.3)

Year-to-date June 30, 2026

Aggregates segment sales for the first six months of 2026 were $3,213.5 million (up 8%), and shipments increased 3%, or 2.9 million tons, compared to the prior year.

Aggregates segment gross profit was $967.7 million ($8.81 per ton) in the first six months of 2026 versus $916.9 million ($8.57 per ton) in the prior year.

On a year-to-date basis, cash gross profit per ton increased 2% to $11.53 per ton.

Freight-adjusted selling prices increased 3.7% compared to the prior year (4.8% on a mix-adjusted basis), with growth widespread across our footprint.

Freight-adjusted unit cash cost of sales for the first six months of 2026 increased 6% versus the prior year.

We remain focused on cost management and operating efficiencies.

Asphalt segment gross profit of $62.0 million was flat compared to the first six months of 2025, and cash gross profit of $84.4 million decreased 4% from the prior year.

Asphalt mix shipments decreased 7% , and average unit selling prices increased 4.5% , or $3.62 per ton.

Concrete segment gross profit of $18.5 million was up $6.9 million from the first six months of 2025, and cash gross profit of $26.5 million decreased 43% from the prior year.

The increase in gross profit was primarily due to the suspension of depreciation and amortization of our California ready-mixed concrete assets which were classified as held-for-sale during 2026.

The divestiture of these operations was completed in early June of 2026 (see Note 16 to the condensed consolidated financial statements).

SAG expenses were $277.1 million in the first six months of 2026 versus $282.7 million in the first six months of 2025.

As a percent of total revenues, SAG expense was 7.1% compared to 7.6% in the prior year's first six months.

Loss on sale of property, plant & equipment and businesses was $11.6 million in the first six months of 2026 versus a gain of $8.6 million in the first six months of 2025.

Part I Financial Information

Other operating income (expense), net which is composed primarily of idle facilities expense, environmental remediation costs, gain (loss) on settlement of AROs, finance charges collected, and rental income, was $38.6 million of expense for the first six months of 2026 compared to $19.0 million of expense in the first six months of 2025.

The first six months of 2026 included $6.5 million of charges associated with divested operations, $0.5 million of charges associated with non-routine acquisitions and $8.6 million of charges related to CEO transition and reorganization charges.

Other nonoperating income (expense), net was $5.1 million of income for the first six months of 2026 compared to $0.2 million of expense in the first six months of 2025.

Net interest expense was $108.6 million in the first six months of 2026 compared to $118.9 million in the first six months of 2025.

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

Income tax expense from continuing operations was $127.2 million in the first six months of 2026 compared to $125.0 million in 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.

Earnings attributable to Vulcan from continuing operations were $3.74 per diluted share in the first six months of 2026 compared to $3.41 per diluted share in the first six months of 2025.

DISCONTINUED OPERATIONS — First six months pretax income from discontinued operations was $0.3 million in 2026 compared with a pretax loss of $4.1 million in 2025.

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

KNOWN TRENDS OR UNCERTAINTIES

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

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

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

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

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

Part I Financial Information

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

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For additional information regarding our Calica operations, see the NAFTA Arbitration section in Note 8 to the condensed consolidated financial statements.

Part I Financial Information

Reconciliation of Non-GAAP Financial Measures

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Three Months Ended

June 30 Six Months Ended

in millions, except per ton data 2026 2025 2026 2025

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Three Months Ended

June 30 Six Months Ended

in millions, except per unit data 2026 2025 2026 2025

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Three Months Ended

March 31 Trailing-Twelve Months

June 30 Six Months Ended

June 30 Trailing-Twelve Months

in millions 2026 2025 2026 2025 2026 2025

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EBITDA $ 637.5 $ 656.1 $ 1,072.6 $ 1,064.5 $ 2,365.4 $ 2,108.0

Loss on discontinued operations $ 1.4 $ 1.3 $ 6.2 $ 9.2

Gain on sale of real estate and businesses, net

0.0 0.0 (42.4) (36.7)

(Gain) loss on discontinued operations $ (1.7) $ 2.8 $ (0.3) $ 4.1 $ 1.7 $ 9.3

(Gain) loss on sale of real estate and businesses, net 13.2 0.0 13.2 0.0 (29.2) (36.7)

Loss on impairments 0.0 0.0 0.0 0.0 0.0 86.6

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Three Months Ended

June 30 Six Months Ended

2026 2025 2026 2025

Diluted net earnings per share attributable to Vulcan $ 2.48 $ 2.42 $ 3.74 $ 3.38

Items included in Adjusted EBITDA above, net of tax 0.10 0.02 0.16 0.04

NOL carryforward valuation allowance 0.02 0.01

Calica NOL carryforward valuation allowance 0.01 0.01 0.03 0.03

Adjusted diluted EPS attributable to Vulcan from continuing operations $ 2.59 $ 2.45 $ 3.93 $ 3.45

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Trailing-Twelve Months

in millions March 31

2026 March 31

in millions June 30

Adjusted EBITDA $ 2,354.3 $ 2,201.1

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Part I Financial Information

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

Included in our June 30, 2026 cash and cash equivalents and restricted cash balances of $288.7 million is $94.5 million of restricted cash as described in Note 1 to the condensed consolidated financial statements under the caption "Restricted Cash."

Cash from Operating Activities

Three Months Ended

Six Months Ended

in millions 2026 2025

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Primarily reflects changes to working capital balances.

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

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

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

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

Net cash provided by operating activities was $584.6 million during the six months ended June 30, 2026, an $8.6 million decrease compared to the same period of 2025.

The decrease was primarily attributable to negative cash flow changes in deferred income taxes of $56.9 million partially offset by $40.1 million of higher earnings in 2026.

Days sales outstanding, a measurement of the time it takes to collect receivables, were 42.1 days at June 30, 2026 compared to 42.6 days at June 30, 2025.

Additionally, our over 90 day receivables balance was $22.4 million at June 30, 2026, a decrease of $8.5 million from the $30.9 million balance at June 30, 2025.

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

Cash from Investing Activities

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

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

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

Net cash provided by investing activities was $144.8 million during the first six months of 2026, a $381.7 million increase in cash compared to the same period of 2025.

During the first six months 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).

During the first six months of 2025, we sold non-strategic operations for cash proceeds of $19.0 million (see Note 16 to the condensed consolidated financial statements).

Additionally, during the first six months of 2026, we invested $370.4 million in our existing operations (includes changes in accruals for property, plant & equipment) compared to $270.9 million in the prior year period.

This $370.4 million investment includes both maintenance and internal growth projects to enhance our distribution capabilities, develop new production sites and improve existing production facilities.

Furthermore, during the first six months of 2026 we acquired aggregates operations in Colorado and Texas for total cash consideration of $75.0 million.

Cash from Financing Activities

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

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

Net cash used for financing activities was $630.1 million during the first six months of 2026, a $24.0 million increase compared to cash used of $606.1 million in the same period of 2025.

The current year includes a $50.0 million note payment to the sellers of an acquisition completed in 2022.

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

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

Additionally, during the first six months of 2026 we returned $535.2 million to shareholders through $135.4 million of dividends ($0.52 per share compared to $0.49 per share in 2025) and $399.8 million of common stock repurchases (1.4 million shares repurchased at $283.77 average price per share in 2026 compared to 0.2 million shares repurchased at $224.36 average price per share in 2025).

Part I Financial Information

Certain debt measures are presented below:

in millions March 31

in millions June 30

2026 December 31

2025 March 31

Current maturities of long-term debt $ 400.0 $ 0.4 $ 0.5

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

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

At June 30, 2026, total debt to trailing-twelve months Adjusted EBITDA was 1.9 times (1.7 times on a net debt basis reflecting $288.7 million of cash on hand).

Our weighted-average debt maturity was 13.2 years, and our total weighted-average effective interest rate was 5.04%.

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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.

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

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

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

As of June 30, 2026, we were in compliance with the covenants, the margin for SOFR borrowings was 1.125%, the margin for base rate borrowings was 0.125% and the commitment fee for the unused amount was 0.100%.

As of 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:

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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.

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.

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Current Maturities of Long-term Debt

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

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

The $400.0 million of current maturities of long-term debt as of June 30, 2026 is due as follows:

in millions Current Maturities

Third quarter 2026 $ 0.0

Fourth quarter 2026 0.0

First quarter 2027 0.0

Second quarter 2027 400.0

Our debt ratings and outlooks as of June 30, 2026 are as follows:

Short-term Long-term Outlook

Fitch F1 BBB+ Stable

Moody's P-2 Baa2 Stable

Moody's P-2 Baa2 Positive

Standard & Poor's A-2 BBB+ Stable

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

in millions March 31

in millions June 30

2026 December 31

2025 March 31

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

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Common stock purchased and retired (1.4) (1.5) (0.2)

Common stock other 0.0 (0.2) 0.0

Common stock shares at end of period, issued and outstanding 129.4 130.6 132.0

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

As of June 30, 2026, there were 3,864,057 shares remaining under the February 2017 share purchase authorization by our Board of Directors.

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

The authorization has no time limit, does not obligate us to purchase any specific number of shares and may be suspended or discontinued at any time.

Part I Financial Information

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

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2026 December 31

2025 March 31

Number of shares purchased and retired 1.4 1.5 0.2

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$ 283.77 $ 283.82 $ 224.36

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

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

Off-Balance Sheet Arrangements

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

Part I Financial Information

Standby Letters of Credit

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

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

There have been no changes to our critical accounting policies during the six months ended June 30, 2026.

New Accounting Standards

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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 2. Management’s Discussion and Analysis