Vulcan Materials (VMC) 10-K risk factor changes: FY2024 vs FY2023

You should also refer to the other information set forth in this Annual Report on Form 10-K, including Item 7 [removed: “Management’s] [added: “[Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations”] [added: Operations](#idda07e3439aa4379a46aa98aeb48628e_46)”] and Item 8 [removed: “Financial] [added: “[Financial] Statements and Supplementary [removed: Data.”][added: Data](#idda07e3439aa4379a46aa98aeb48628e_76).”]

Our business is dependent on the timing and amount of federal, state and local funding for [removed: infrastructure —] [added: infrastructure —] Our products are used in a variety of public infrastructure projects that are funded and financed by federal, state and local governments.

[removed: These state and] [added: This] federal highway [removed: programs,] [added: program,] as well as funding for other aggregates-intensive public infrastructure, will support demand for our products for several years to come.

We are subject to various risks arising from our international business operations and [removed: relationships —] [added: relationships —] We are subject to risks associated with potential disruption caused by changes in domestic or global political, economic and diplomatic developments, including war, civil and political unrest, illnesses declared as a public health emergency (including viral pandemics such as COVID-19), terrorism, expropriation and local labor conditions.

These risks have included, and may in the future include, changes in international trade policies, such as the United States - Mexico - Canada Agreement (USMCA), imposition of duties, [added: tariffs,] taxes or government royalties, arbitrary changes to permits, zoning classifications or operating agreements, or overt acts by foreign governments, including expropriations and other forms of takings of property.

Within our local markets, we operate in a highly competitive [removed: industry —] [added: industry —] The construction aggregates industry is highly fragmented with a large number of independent local producers in a number of our markets.

This significant competition [added: or any unfavorable change in competitive circumstances in our markets] could lead to lower prices and lower sales volumes.

Certain markets are experiencing the expanded use of aggregates [removed: substitutes —] [added: substitutes —] Recycled concrete and asphalt are increasingly being used in a number of our markets, particularly urban markets, as a substitute for aggregates.

| Part I | [removed: 22] | [added: | 19 | | |]

[removed: Our long-term] [added: Our long-term] success depends upon securing and permitting aggregates reserves in strategically located [removed: areas —] [added: areas —] Construction aggregates have a high weight-to-price ratio, and transportation costs can quickly exceed the cost of the aggregates.

Our future growth depends in part on acquiring and successfully integrating other businesses in our [removed: industry —] [added: industry —] Our ability to acquire and integrate businesses is dependent upon the availability of attractive businesses with owners that are willing to sell at fair market prices, conducting proper due diligence on such available businesses, [removed: and] developing and executing integration plans for acquired [removed: businesses.][added: businesses, and retaining the customers and partners of acquired businesses following their acquisition.]

[removed: Our industry] [added: Our industry] is capital intensive, resulting in significant fixed and semi-fixed [removed: costs —] [added: costs —] Due to the high levels of fixed capital required for extracting and producing construction aggregates, our earnings are highly sensitive to changes in product shipments.

A deterioration in our credit ratings and/or the state of the capital markets could negatively [removed: impact the] [added: impact the] cost and/or availability of [removed: financing —] [added: financing —] We currently have approximately [removed: $3.9] [added: $5.3] billion of debt with maturities between [removed: 2024] [added: 2025] and [removed: 2048.][added: 2054.]

We use estimates in accounting for a number of significant [removed: items —] [added: items —] As discussed more fully in [removed: “Critical] [added: “[Critical] Accounting [removed: Policies”] [added: Policies](#idda07e3439aa4379a46aa98aeb48628e_64)”] under Item 7 [removed: “Management’s] [added: “[Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations,”] [added: Operations](#idda07e3439aa4379a46aa98aeb48628e_46),”] we use estimates and assumptions that require significant judgment in accounting for the following items:

[removed: goodwill] [added: ▪goodwill] impairment

[removed: impairment] [added: ▪impairment] of long-lived assets excluding goodwill

[removed: business] [added: ▪business] combinations and purchase price allocation

[removed: pension] [added: ▪pension] and other postretirement benefits

[removed: environmental] [added: ▪environmental] compliance costs

[removed: claims] [added: ▪claims] and litigation including self-insurance

[removed: income] [added: ▪income] taxes

| Part I | [removed: 23] | [added: | 20 | | |]

Our operations are subject to [removed: changes in] [added: changes in] legal requirements and governmental [removed: policies —] [added: policies —] Our operations are affected by numerous federal, state and local laws and regulations, including those related to zoning, land use and environmental matters.

For a description of our current significant legal proceedings and environmental matters, see Note 12 [removed: “Commitments] [added: “[Commitments] and [removed: Contingencies”] [added: Contingencies](#idda07e3439aa4379a46aa98aeb48628e_136)”] in Item 8 [removed: “Financial] [added: “[Financial] Statements and Supplementary [removed: Data.”][added: Data](#idda07e3439aa4379a46aa98aeb48628e_76).”]

Expectations relating to environmental, social and governance considerations and related reporting obligations expose us to potential liabilities, increased costs, reputational harm and other adverse effects on our business — Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on environmental, social and governance considerations relating to businesses, including climate change and greenhouse gas emissions, [removed: human] and [removed: civil rights, and diversity, equity and inclusion.][added: human capital matters.]

| Part I | [removed: 24] | [added: | 21 | | |]

Our future success depends upon attracting and retaining qualified personnel, particularly in sales and [removed: operations —] [added: operations —] Our success in attracting qualified personnel, particularly in the areas of sales and operations, is affected by changing demographics of the available pool of workers with the training and skills necessary to fill the available positions, the impact on the labor supply due to general economic conditions, and our ability to offer competitive compensation and benefit packages.

Disputes with organized labor could disrupt our business [removed: operations —] [added: operations —] Labor unions represent approximately [removed: 13%] [added: 11%] of our workforce.

In addition, the rapid evolution and increased adoption of artificial intelligence [added: and machine learning] technologies may intensify our cybersecurity risks.

The loss of use of information technology systems (whether ours or our service providers), regardless of the cause, [removed: would] [added: could] disrupt our business operations.

The failure to keep secure the confidential and sensitive data about our business, employees, suppliers and [removed: customers, regardless] [added: customers (regardless] of the reason for such [removed: failure,] [added: failure) or failure by us to comply with applicable laws, rules or regulations] could expose us, our employees, suppliers and/or our customers to the misuse of such data and could damage our reputation, cause us to incur significant liability and have a material adverse effect on our business, financial condition and results of operations.

Weather [removed: can,] [added: can,] and climate change [removed: may, materially] [added: may, materially] affect our [removed: operations —] [added: operations —] Almost all of our products are consumed outdoors in the public or private construction industry, and our production and distribution facilities are located outdoors.

Our product distribution is multi-modal and often dependent upon third-party [removed: providers —] [added: providers —] Our products are distributed either by truck to local markets or by rail, barge or oceangoing vessel to remote markets.

[removed: The production of] [added: The production of] our products is dependent upon the supply chain for several key [removed: inputs —] [added: inputs —] In our production and distribution processes, we consume significant amounts of electricity, diesel fuel, liquid asphalt and other petroleum-based resources.

If we are not successful with respect to those matters, we may not realize the anticipated benefits associated with such acquisitions, which could adversely affect our business and results of operations.

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Any decrease in product shipments or an inability to generate sufficient cash to execute our capital deployment may adversely affect our financial condition and results of operations.

If we used different estimates and assumptions or used different ways to determine these estimates, our financial results could differ.

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In 2023, voters in local jurisdictions in Arizona, California, Georgia, New Mexico, North Carolina, South Carolina and Texas, among others, approved bond and revenue-raising measures to provide additional resources for transportation projects.

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| Part I | 25 |

The following generally includes a comparison of our results of operations and liquidity and capital resources for [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

For the discussion of changes from [removed: 2021 to] 2022 [added: to 2023] and other financial information related to [removed: 2021,] [added: 2022,] refer to Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Form 10-K for the year ended December 31, [removed: 2022] [added: 2023] filed with the Securities and Exchange Commission on February [removed: 24, 2023.][added: 22, 2024.]

FINANCIAL SUMMARY FOR [removed: 2023 (compared to 2022)][added: 2024]

[removed: Gross] [added: ▪Gross] profit increased [removed: $390.9] [added: $51.1] million, or [removed: 25%,] [added: 3%,] to [removed: $1,948.5] [added: $1,999.6] million

[removed: Selling,] [added: ▪Selling,] administrative and general (SAG) expenses [removed: increased 5%] [added: decreased 2%] to [removed: $542.8 million, unchanged] [added: $531.1 million and increased 20 basis points] as a percentage of total revenues

[removed: Earnings] [added: ▪Earnings] attributable to Vulcan from continuing operations were [removed: $7.06] [added: $6.91] per diluted share, compared to [removed: $4.45] [added: $7.06] per diluted share

[removed: Adjusted] [added: ▪Adjusted] earnings attributable to Vulcan from continuing operations were [removed: $7.00] [added: $7.53] per diluted share, compared to [removed: $5.11] [added: $7.00] per diluted share

[removed: Net] [added: ▪Net] earnings attributable to Vulcan were [removed: $933.2] [added: $911.9] million, [removed: an increase] [added: a decrease] of [removed: $357.6] [added: $21.3] million, or [removed: 62%][added: 2%]

[removed: Adjusted] [added: ▪Adjusted] EBITDA was [removed: $2,011.3] [added: $2,057.2] million, an increase of [removed: $385.7] [added: $45.9] million, or [removed: 24%][added: 2%]

[removed: Aggregates] [added: ▪Aggregates] segment sales increased [removed: $637.1] [added: $30.7] million, or [removed: 12%,] [added: 1%,] to [removed: $5,909.9] [added: $5,949.6] million

[removed: Aggregates] [added: ▪Aggregates] segment freight-adjusted revenues increased [removed: $577.1] [added: $174.9] million, or [removed: 15%,] [added: 4%,] to [removed: $4,452.3] [added: $4,636.2] million

[removed: Shipments] [added: ▪Shipments] decreased [removed: 1%,] [added: 6%,] or [removed: 2.0] [added: 14.6] million tons, to [removed: 234.3] [added: 219.9] million tons

[removed: Freight-adjusted] [added: ▪Freight-adjusted] sales price increased [removed: 15.9%,] [added: 10.8%,] or [removed: $2.60] [added: $2.06] per ton to [removed: $19.00][added: $21.08]

[removed: Aggregates] [added: ▪Aggregates] segment gross profit increased [removed: $325.1] [added: $79.9] million, or [removed: 23%,] [added: 5%,] to [removed: $1,733.6] [added: $1,816.7] million

[removed: Unit] [added: ▪Unit] profitability (as measured by gross profit per ton) increased [removed: 24%] [added: 12%] to [removed: $7.40] [added: $8.26] per ton

[removed: Asphalt, Concrete] [added: ▪Asphalt] and [removed: Calcium] [added: Concrete] segment sales decreased [removed: $192.9] [added: $490.9] million, or [removed: 7%,] [added: 21%,] to [removed: $2,399.0] [added: $1,899.1] million, collectively

[removed: Asphalt, Concrete] [added: ▪Asphalt] and [removed: Calcium] [added: Concrete] segment gross profit [removed: increased $65.7] [added: decreased $28.8] million, or [removed: 44%,] [added: 14%,] to [removed: $214.9] [added: $182.9] million, collectively

[removed: Returned] [added: ▪Returned] capital to shareholders via dividends of [removed: $228.4] [added: $244.4] million at [removed: $1.72] [added: $1.84] per share versus [removed: $212.6] [added: $228.4] million at [removed: $1.60] [added: $1.72] per share

[removed: Returned] [added: ▪Returned] capital to shareholders via share repurchases of [removed: $200.0] [added: $68.8] million at [removed: $204.52] [added: $254.71] average price per share compared to [removed: none in the prior year][added: $200.0 million at $204.52 average price per share]

At year-end [removed: 2023,] [added: 2024,] total debt to Adjusted EBITDA was [removed: 1.9x, or 1.5x] [added: 2.6 times (2.3 times] on a net debt basis, reflecting [removed: $949.2] [added: $600.8] million of cash on [removed: hand.][added: hand).]

Our weighted-average debt maturity was [removed: 10] [added: 12.6] years, and [removed: the] [added: our total weighted-average] effective [removed: weighted average] interest rate was [removed: 4.9%.][added: 5.0%.]

| Part II | [removed: 38] | [added: | 32 | | |]

See the definitions and reconciliations within this Item 7 under the caption [removed: “Reconciliation of] [added: “[Reconciliation](#idda07e3439aa4379a46aa98aeb48628e_55) [](#idda07e3439aa4379a46aa98aeb48628e_55)[of] Non-GAAP Financial [removed: Measures.”][added: Measures](#idda07e3439aa4379a46aa98aeb48628e_55).”]

During [removed: 2023,] [added: 2024,] we invested [removed: $424.5] [added: $638.0] million in capital expenditures to replace or improve existing property, plant & equipment.

Our second priority is to grow our [removed: franchise] [added: franchise, primarily] through business acquisitions and [added: complemented by] internal growth [removed: projects.][added: investments.]

For business acquisitions, we tend to look for bolt-on [removed: acquisitions] [added: acquisitions,] which are easier to [removed: integrate] [added: integrate,] and will pursue large business combinations that are the right fit and the right price.

During [removed: 2023,] [added: 2024,] we paid a dividend per share of [removed: $1.72] [added: $1.84] and paid total dividends of [removed: $228.4] [added: $244.4] million.

During [removed: 2023,] [added: 2024,] we returned [removed: $200.0] [added: $68.8] million to our shareholders through share repurchases.

For a detailed discussion of our acquisitions and divestitures, see Note 19 [removed: “Acquisitions] [added: “[Acquisitions] and [removed: Divestitures”] [added: Divestitures](#idda07e3439aa4379a46aa98aeb48628e_157)”] in Item 8 [removed: “Financial Statements] [added: “[Financial](#idda07e3439aa4379a46aa98aeb48628e_76) [](#idda07e3439aa4379a46aa98aeb48628e_76)[Statements] and Supplementary [removed: Data.”][added: Data](#idda07e3439aa4379a46aa98aeb48628e_76).”]

| Part II | [removed: 39] | [added: | 33 | | |]

We [added: carry solid momentum into 2025 and] are well positioned to deliver another year of [added: strong] earnings growth and [removed: strong] cash [removed: generation in 2024.][added: generation.]

Our expectations for [removed: 2024] [added: 2025] include:

[removed: Continued] [added: ▪36%] improvement in Aggregates [removed: segment] cash gross profit per ton [removed: ($9.46 in 2023)][added: since 2022]

[removed: Mid-single] [added: ▪Low to mid-single] digit increase in freight-adjusted unit cash cost (freight-adjusted price less segment cash gross profit per ton; [removed: $9.54] [added: $10.47] in [removed: 2023)][added: 2024)]

[removed: Total Asphalt, Concrete] [added: ▪Total Asphalt] and [removed: Calcium] [added: Concrete] segment cash gross profit of approximately [removed: $275 million ($323] [added: $360] million [removed: in 2023, which included approximately 4] [added: ($272] million [removed: cubic yards from concrete operations divested] in [removed: late 2023)][added: 2024)]

[removed: Relative] [added: ▪Relative] contribution of approximately [removed: 70%] [added: two-thirds] from the Asphalt segment and [removed: 30%] [added: one-third] from the Concrete segment

[removed: Selling,] [added: ▪Selling,] Administrative and General expenses of $550 million to $560 million [removed: ($543] [added: ($531] million in [removed: 2023)][added: 2024)]

[removed: Interest] [added: ▪Interest] expense of approximately [removed: $155] [added: $245] million

[removed: Depreciation,] [added: ▪Depreciation,] depletion, accretion and amortization expense of approximately [removed: $610] [added: $800] million

COMPARED TO 2023:

▪Total revenues decreased $364.2 million, or 5%, to $7,417.7 million

▪Operating earnings decreased $62.9 million, or 4%, to $1,364.5 million

▪Unit profitability (as measured by cash gross profit per ton) increased 12% to $10.61 per ton

Our aggregates-led business delivered a strong finish to the year.

Adjusted EBITDA in the fourth quarter improved 16%, and Adjusted EBITDA margin expanded 370 basis points.

The favorable pricing environment coupled with strong operational execution led to consistent year-over-year improvement in aggregates gross profit per ton each quarter (and double-digit improvement in cash gross profit per ton) – finishing 2024 with aggregates gross profit per ton of $9.02 and cash gross profit per ton of $11.50 for the fourth quarter.

As we look to 2025, the pricing environment remains favorable, and we are focused on our operating disciplines to manage costs and improve efficiencies.

By controlling what we can control, we expect to deliver approximately 19% growth in Adjusted EBITDA.

Return on invested capital was 16.2%.

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

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We closed six business acquisitions during 2024 for total consideration of $2,297.1 million, including our acquisitions of Wake Stone Corporation (Wake Stone) and Superior Ready Mix, L.P. (Superior).

Wake Stone was a leading pure-play aggregates supplier in the Carolinas, and Superior was an integrated aggregates, asphalt and concrete producer in Southern California.

These acquisitions add quality aggregates reserves to our existing franchise in three attractive states.

We also completed bolt-on acquisitions in both Alabama and Texas.

All of our 2024 acquisitions were in our top 10 revenue states, demonstrating consistency with our disciplined capital allocation priorities and aggregates-led strategy of continuing to expand our reach through value-enhancing acquisitions.

Continued strength in public construction activity and our recent acquisitions support our expectations for volume growth in 2025.

The pricing environment remains positive, and inflationary pressures continue to moderate.

This backdrop, coupled with our Vulcan Way of Selling and Vulcan Way of Operating disciplines, will lead to further expansion in our industry-leading aggregates cash gross profit per ton and value creation for our shareholders.

▪A third consecutive year of double-digit year-over-year growth in Aggregates segment cash gross profit per ton ($10.61 in 2024)

▪Shipments growth of 3% to 5% (219.9 million tons in 2024)

▪Freight-adjusted price improvement of 5% to 7% ($21.08 in 2024); inclusive of over 100 basis points of negative mix impact from recent acquisitions

▪Capital spending for maintenance and growth projects of $750 million to $800 million

▪Adjusted EBITDA between $2,350 million and $2,550 million (includes $150 million contribution from acquisitions)

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We delivered $10.61 of cash gross profit per ton on 220 million tons in 2024, exiting the year with cash gross profit of $2,332 million.


*Cash gross profit per ton is a non-GAAP measure.

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▪423 active aggregates facilities with 16.5 billion tons of reserves


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Total revenues increased $466.7 million, or 6%, to $7,781.9 million

Operating earnings increased $476.0 million, or 50%, to $1,427.4 million

2023 was an exceptional year for our company.

We generated $933.2 million in net earnings attributable to Vulcan (a 62% increase over the prior year), produced $2,011.3 million in Adjusted EBITDA (a 24% increase over the prior year), expanded EBITDA margin by 360 basis points and generated $1,536.8 million of operating cash flow that can be reinvested in our business.

Our industry leading aggregates gross profit per ton was $7.40 for the full year (a 24% improvement), and cash gross profit per ton was $9.46 per ton for the full year (a 21% improvement), with both metrics increasing each quarter on a year-over-year basis.

Six consecutive years of unit profitability improvement during a continuously shifting macro backdrop demonstrates the durability of our uniquely positioned aggregates-led business.

We carry momentum into 2024, and our focus is the same – compounding unit margins through all parts of the cycle and creating value for our shareholders through improving returns on capital.

Return on invested capital improved 280 basis points to 16.3% through a combination of solid operating earnings and disciplined capital management.

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We did not complete any business acquisitions in 2023.

However, during the last 10 years, we have completed almost 40 acquisitions, including more than 70 aggregates quarries and sales yards in our top 10 revenue states.

Internal growth projects have generally been among our highest returning projects.

During 2023, we invested $200.8 million in internal growth projects to secure new aggregates reserves, develop new production and/or distribution sites, enhance our distribution capabilities and support the targeted growth of our asphalt and concrete operations.

We deployed an additional $203.6 million of capital for opportunistic land purchases of strategic reserves in California, North Carolina and Texas.

The pricing environment remains positive, and we expect pricing momentum and operational execution will lead to attractive expansion in aggregates unit profitability, regardless of the macro demand environment.

Total shipments flat to down 4% (234.3 million tons in 2023)

Freight-adjusted price improvement of 10% to 12% ($19.00 in 2023)

Adjusted EBITDA between $2,150 million and $2,300 million

We will continue to review our plans and will adjust as needed, while being thoughtful about preserving liquidity.

#1 or #2 aggregates position in markets accounting for approximately 90% of revenues

Our leverage ratio, as measured by total debt to Adjusted EBITDA, has improved from 3.3x at December 31, 2014 to 1.9x at December 31, 2023 (our net debt to Adjusted EBITDA at December 31, 2023 was 1.5x), slightly below our stated leverage target of 2.0 to 2.5x.

During 2023, we operated 39 certified wildlife habitat sites, the fifth largest number of sites in the nation, as certified by the Wildlife Habitat Council.

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| *Gross profit margin* | | | 25.0% | | | *21.3%* | | | *24.7%* | |

| Tons | | | 234.3 | | | 236.3 | | | 222.9 | |

pretax charges of $67.8 million for goodwill and long-lived asset impairments related to the sale of businesses

$14.5 million of tax charges related to a Calica NOL carryforward valuation allowance

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| | *2021* | $ 873.8 | | | *2022* | $ 788.1 | |

| Higher calcium gross profit | | 0.4 | | | | 0.6 | |

| All other | | 20.1 | | | | 15.5 | |

1.

Our year-over-year aggregates shipments:

increased 7% in 2021

Aggregates shipments decreased 1%, reflecting weakness in residential demand partially offset by healthy industrial project activity in certain Southeastern markets.

increased 3.0% in 2021

The pricing environment remained positive in 2023 with all markets realizing year-over-year improvement.

As discussed in the [removed: Liquidity] [added: [Liquidity] and Financial [removed: Resources] [added: Resources](#idda07e3439aa4379a46aa98aeb48628e_58)] section of Item 7 [removed: “Management’s] [added: “[Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations,”] [added: Operations](#idda07e3439aa4379a46aa98aeb48628e_46),”] we actively manage our capital structure and resources to balance the cost of capital and risk of financial stress.

At December 31, [removed: 2023,] [added: 2024,] the estimated fair value of our long-term debt including current maturities was [removed: $3,798.5] [added: $5,162.7] million compared to a face value of [removed: $3,941.5] [added: $5,391.1] million.

The effect of a decline in interest rates of one percentage point would increase the fair value of our debt by approximately [removed: $247.0] [added: $399.8] million.

The impact of a change in these assumptions on our annual pension and other postretirement benefits costs is discussed in greater detail within the [removed: Critical] [added: [Critical] Accounting [removed: Policies] [added: Policies](#idda07e3439aa4379a46aa98aeb48628e_64)] section of this Annual Report.

| Part II | [removed: 73] | [added: | 61 | | |]

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In March 2023, we issued $550.0 million of 5.80% fixed-rate debt maturing in March 2026.

Concurrently, we entered into fixed-to-floating interest rate swap agreements designated as fair value hedges in the amount of $550.0 million.

Under these swap agreements, we receive a fixed interest rate of 5.80% (matches the fixed rate we pay on the $550.0 million of debt) and pay daily compound SOFR plus 0.241%.

The changes in the fair value of these swaps designated as fair value hedges are recorded in interest expense consistent with the change in fair value of the hedged fixed-rate debt.

At December 31, 2023, we recognized a net liability of $0.3 million equal to the fair value of this swap and a corresponding decrease in the fair value of the hedged fixed-rate debt.

‎

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As of December 31, [removed: 2023,] [added: 2024,] we had [removed: 397] [added: 423] active aggregates facilities as shown below.

[removed: ][added: ]

For additional information, see Note 12 [removed: “Commitments] [added: “[Commitments] and [removed: Contingencies”] [added: Contingencies](#idda07e3439aa4379a46aa98aeb48628e_136)”] in Item 8 [removed: “Financial] [added: “[Financial] Statements and Supplementary [removed: Data.”*][added: Data](#idda07e3439aa4379a46aa98aeb48628e_76).”*]

Additionally, we further serve our customers through our [removed: 66] [added: 70] asphalt facilities and [removed: 63] [added: 74] concrete facilities located in Alabama, Arizona, California, Maryland, New Mexico, Tennessee, Texas, Virginia, the U.S. Virgin Islands and Washington D.C.

Our top ten revenue producing states accounted for [removed: 88%] [added: 89%] of our [removed: 2023] [added: 2024] revenues while our top five accounted for [removed: 65%.][added: 63%.]

| [removed: |] VULCAN’S TOP TEN REVENUE PRODUCING STATES IN [removed: 2023 | | | | | |] [added: 2024] | | | | | |

| Part I | [added: | |] 3 | [added: | |]

Our strategy for long-term value creation is built on: (1) an [removed: aggregates\-focused] [added: aggregates-focused] business, (2) an emphasis on durable growth, (3) a holistic approach to land management, and (4) our commitment to safety, health and the environment.

[removed: 1. AGGREGATES] [added: 1.AGGREGATES] FOCUS

[removed: ][added: ]

[removed: TAKE] [added: ▪TAKE] ADVANTAGE [removed: OF SIZE] [added: OF SIZE] AND SCALE: While certain aspects of each aggregates operation are unique, such as its location within a local market and its particular geological characteristics, every operation uses a similar group of assets to produce saleable aggregates and provide customer service.

Our [removed: 397] [added: 423] active aggregates facilities as of December 31, [removed: 2023] [added: 2024] provide opportunities to share and scale best practices across our operations and to procure equipment (fixed and mobile), parts, supplies and services in an efficient and cost-effective manner, both regionally and nationally.

[removed: BUILD] [added: ▪BUILD] AND HOLD SUBSTANTIAL RESERVES: Our reserves are critical to our long-term success.

We currently have [removed: 15.6] [added: 16.5] billion tons of proven and probable aggregates reserves.

While aggregates [removed: is] [added: are the core of] our [removed: focus and primary] business, [removed: we also offer] [added: complementary] aggregates-intensive [removed: downstream] asphalt and concrete products in select markets [removed: where these products enhance] [added: support] our aggregates-driven [removed: returns.][added: returns throughout the cycle.]

| Part I | [added: | |] 4 | [added: | |]

During the next decade [removed: (2023] [added: (2024] - [removed: 2033),] [added: 2034),] Woods & Poole Economics projects that 76% of the U.S. population growth, 75% of [removed: household formations] [added: new jobs] and 74% of [removed: new jobs] [added: household formations] will occur in Vulcan-served states.

[removed: ][added: ]

*Source: Woods & Poole Economics, Complete Economic and Demographic Data Source (CEDDS) [removed: 2023*][added: 2024*]

| Part I | [added: | |] 5 | [added: | |]

[removed: 2. DURABLE] [added: 2.DURABLE] GROWTH

Custom, proprietary technology gives us real-time, [removed: forward looking] [added: forward-looking] insight into all our end markets.

[removed: Commercial] [added: ▪Commercial] Excellence — We place great emphasis on the unique characteristics of each geographic market, and we interact with our customers accordingly.

[removed: Logistics] [added: ▪Logistics] Innovation — Our industry-leading logistics team manages the shipments of nearly half of our products.

[removed: Operational] [added: ▪Operational] Excellence — We strive for continuous and sustainable improvements in our operating disciplines and our industry-leading safety performance.

[removed: Strategic] [added: ▪Strategic] Sourcing — We focus on value preservation and creation in our sourcing, leveraging our scale to save money across the organization while making sure our employees have the supplies and equipment they need.

As a result of these strategic disciplines, from [removed: 2021] [added: 2022] to [removed: 2023,] [added: 2024,] aggregates gross profit per ton has increased from [removed: $5.81] [added: $5.96] to [removed: $7.40] [added: $8.26] (an increase of [removed: 27%),] [added: 39%),] and aggregates cash gross profit per ton has increased from [removed: $7.43] [added: $7.83] to [removed: $9.46] [added: $10.61] (an increase of [removed: 27%).][added: 36%).]

Non-GAAP financial measures are defined and reconciled within Item 7 [removed: “Management’s] [added: “[Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations”] [added: Operations](#idda07e3439aa4379a46aa98aeb48628e_46)”] under the caption [removed: “Reconciliation] [added: “[Reconciliation] of Non-GAAP Financial [removed: Measures.”][added: Measures](#idda07e3439aa4379a46aa98aeb48628e_55).”]

Our disciplined approach focuses on aggregates, aims to achieve a number one or number two position in the [added: fastest growing] markets [removed: we serve] [added: in the United States] and strategically pursues downstream asphalt and concrete businesses complementary to our aggregates position in select markets.

| Part I | [added: | |] 6 | [added: | |]

Our downstream businesses use [removed: internally\-produced] [added: internally produced] aggregates almost exclusively when available in the market from a Vulcan aggregates operation.

[removed: From 2021 to 2023, we invested $2,233.1 million in acquisitions as outlined in Note 19 “Acquisitions and Divestitures” in Item 8 “Financial Statements and Supplementary Data.”] During the last 10 years, we have completed almost 40 acquisitions, including more than [removed: 70] [added: 75] aggregates quarries and sales yards in our top 10 revenue states.

[removed: ][added: ]

[removed: | *1* | *ROIC and Adjusted EBITDA are] Non-GAAP financial [removed: measures. Non-GAAP financial] measures are defined and reconciled within Item 7 [removed: “Management’s] [added: “[Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations”] [added: Operations](#idda07e3439aa4379a46aa98aeb48628e_46)”] under the caption [removed: “Reconciliation] [added: “[Reconciliation] of Non-GAAP Financial [removed: Measures.”* | |][added: Measures](#idda07e3439aa4379a46aa98aeb48628e_55).”*]

[removed: 3. LAND] [added: 3.LAND] MANAGEMENT

With approximately [removed: 300,000] [added: 310,000] acres in our land portfolio, a long-term holistic approach to preserving land and water is integral to sustaining our success.

| Part I | [added: | |] 7 | [added: | |]

For example, we originally purchased land in Polk County, [removed: Florida,] [added: Florida] with the intention of building a quarry.

[removed: Beginning in 2022, this] [added: The] property [added: became the Tiger Creek Conservation Bank and] now serves as a protected habitat for endangered or sensitive species.

[removed: 4. SAFETY,] [added: 4.SAFETY,] HEALTH AND THE ENVIRONMENT


| | | | | | |

| --- | --- | --- | --- | --- | --- |

| 1.California | | | 6.Florida | | |

| 2.Texas | | | 7.Arizona | | |

| 3.Georgia | | | 8.South Carolina | | |

| 4.Tennessee | | | 9.North Carolina | | |

| 5.Virginia | | | 10.Alabama | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

Projected Demographic Growth, 2024 to 2034

*in millions*

| | | | | | |

| --- | --- | --- | --- | --- | --- |

In 2024, we acquired Wake Stone Corporation (Wake Stone), which expanded our reach in high-growth geographies in the Carolinas, and Superior Ready Mix, L.P. (Superior), which solidified our position as the leading aggregates producer in Southern California.

Over the past ten years, we entered the asphalt markets in Tennessee and Alabama and also expanded our asphalt operations and services in Texas through acquisitions.

In 2024, we completed two bolt-on acquisitions in Alabama and Texas, strengthening our position in two of our top 10 revenue states.

From 2022 to 2024, we invested $2,890.8 million in acquisitions as outlined in Note 19 “[Acquisitions and Divestitures](#idda07e3439aa4379a46aa98aeb48628e_157)” in Item 8 “[Financial Statements and Supplementary Data](#idda07e3439aa4379a46aa98aeb48628e_76).”

Our annual Return on Invested Capital (ROIC) decreased 0.1 percentage points (10 basis points) in 2024.

Adjusted EBITDA increased 2% in 2024 and invested capital increased by 3%, primarily as a result of the fourth quarter acquisitions of Wake Stone and Superior.


*1ROIC and Adjusted EBITDA are Non-GAAP financial measures.

In 2024, we sold real estate associated with a former sales yard in Virginia for net proceeds of $37.6 million resulting in a pretax gain of $36.7 million.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

In 2024, unprecedented extreme weather had a severe impact on our communities and operations.

Most notably, Hurricane Helene caused extensive damage throughout the Southeast, impacting our teams in North Carolina, South Carolina, Tennessee and Georgia.

In a time of great need, the true character and spirit of our Vulcan employees remained strong, and our teams lived out the Vulcan Way (doing the right thing, the right way, at the right time) to respond to the many challenges in the aftermath of the hurricane.

Our operations have been directly involved in major restoration projects in the hardest hit areas to restore normalcy in the communities where we operate.

Our commitment to environmental stewardship is also demonstrated in the expansion of our renewable energy strategy.

We have two additional solar projects planned in 2025, building upon the successful first year of solar facility operations at our San Emidio quarry in Bakersfield, California.

We believe these projects will provide clean electricity to our operations while also benefiting the local electric grid through lessened reliance and supply of excess electricity from the facility back to the grid in peak hours.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

As a result of a first quarter 2024 change in our internal management reporting structure, our previously reportable calcium operation is now included within our Aggregates reporting segment.

This change in our reporting segments had no impact on previously reported consolidated financial results.

2024 Total Revenues

2024 Gross Profit

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | 1. | Texas | | | | 6. | | Florida | | | | |

| | 2. | California | | | | 7. | | Arizona | | | | |

| | 3. | Georgia | | | | 8. | | Alabama | | | | |

| | 4. | Tennessee | | | | 9. | | South Carolina | | | | |

| | 5. | Virginia | | | | 10. | | North Carolina | | | | |

| | |

| --- | --- |

In 2017, we entered the asphalt market in Tennessee through the acquisition of several asphalt mix operations and a construction paving business.

In 2018, we entered the asphalt mix and construction paving markets in Alabama and expanded our asphalt operations and service offerings in Texas through the acquisition of several asphalt mix operations and construction paving businesses.

Our annual Return on Invested Capital (ROIC) increased 2.8 percentage points (280 basis points) in 2023 as a result of solid operating earnings growth and disciplined capital management.

Adjusted EBITDA increased 24% in 2023 (net earnings attributable to Vulcan increased 62%), while invested capital only increased by 2%.

| | | |

| --- | --- | --- |

In 2021, we sold previously mined land in Southern California that we had reclaimed for commercial and retail development for net proceeds of $182.3 million resulting in a pretax net gain of $114.7 million.

The property became the Tiger Creek Conservation Bank.

The actions of our Fort Myers team in Florida are a prime example of our commitment to community relations.

In the wake of Hurricane Ian, which struck Florida’s west coast in September 2022, among those affected were many of our own employees; yet the same employees set aside their own hardships and reported to the facility just hours after the storm.

We produced and delivered more than 145,000 tons of essential construction materials, with the support of more than 60 employees and 100 truck drivers, for the repair of the Sanibel Causeway, which enabled its reopening 10 days ahead of schedule.

Our solar generation efforts at our San Emidio Quarry in California provide another example of our commitment to environmental stewardship.

We converted 10 acres of our quarry into a solar facility which is projected to generate more than four million kilowatt-hours of clean renewable energy annually, enough to provide approximately 70% of the quarry’s annual electricity needs.

1.

houses and apartments

roads, bridges and parking lots

schools and hospitals

commercial buildings and retail space

sewer systems

power plants

airports and runways

We have over 26,000 customers in 23 states, the U.S. Virgin Islands, Washington D.C., British Columbia (Canada), Freeport (Bahamas), Puerto Cortés (Honduras) and Quintana Roo (Mexico).

We serve both the public and the private sectors.

This approval rate was in line with the historical average; voters have approved an average of 85% of nearly 3,000 transportation investment ballot measures since 2014.

This is in addition to over 29,000 new projects supported in FFY 2022.

2.

The proceeds from these divestitures are available to be redeployed into our aggregates-led franchise.

4.

CALCIUM

Our Calcium segment is composed of a single calcium operation in Brooksville, Florida.

This facility produces calcium products for the animal feed, plastics and water treatment industries with high\-quality calcium carbonate material mined at the Brooksville quarry.

We were not subject to any penalties in [removed: 2023] [added: 2024] for failure to disclose transactions identified by the Internal Revenue Service as abusive under Internal Revenue Code Section 6707A.

See Note 12 [removed: “Commitments] [added: “[Commitments] and [removed: Contingencies”] [added: Contingencies](#idda07e3439aa4379a46aa98aeb48628e_136)”] in Item 8 [removed: “Financial] [added: “[Financial] Statements and Supplementary [removed: Data”] [added: Data](#idda07e3439aa4379a46aa98aeb48628e_76)”] for a discussion of our material legal proceedings.

| | | |

| --- | --- | --- |

[removed: | UNITED STATES] SECURITIES AND EXCHANGE COMMISSION [removed: Washington, D.C. 20549 FORM 10-K | | |]

| þ | [removed: ANNUAL] [added: | | ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934 For the Fiscal Year Ended December 31, 2023 OR] [added: 1934] | | [added: |]

| o | [removed: TRANSITION] [added: | | TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934 For the Transition Period From to] [added: 1934] | | [added: |]

Commission file [removed: number:] [added: number] 001-33841

[removed: ][added: ]

| [added: Common Stock, $1 par value] | | | [added: VMC | | |] New York Stock Exchange | [added: | |]

| New Jersey (State or other jurisdiction of incorporation or organization) | | [added: |] 20-8579133 (I.R.S. Employer Identification No.) | | [added: |]

| 1200 Urban Center [removed: Drive, Birmingham, Alabama] [added: Drive, Birmingham, Alabama] (Address of Principal Executive Offices) | | [added: |] 35242 (Zip Code) | | [added: |]

[removed: (205) 298-3000][added: (205) 298-3000]

[removed: |] Securities registered pursuant to Section 12(b) of the Act: [removed: | | |]

| Title of each class [removed: Common Stock, $1 par value] | [added: | |] Trading Symbol [removed: VMC] | [added: | |] Name of each exchange on which registered [removed: New York Stock Exchange] | [added: | |]

[removed: |] Securities registered pursuant to Section 12(g) of the Act: None [removed: | | |]

[removed: |] Indicate by check mark [removed: if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ Indicate by check mark] whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [removed: Yes þ No o Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | | |]

| Large accelerated filer [added: | | |] þ [removed: Non-accelerated filer o] | [added: | |] Accelerated filer [added: | | |] o [added: | | |] Smaller reporting company [removed: o Emerging growth company] [added: | | |] o | | [added: |]

[removed: |] If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [removed: o | | |]

[removed: |] Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. [removed: þ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o | | |]

[removed: |] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). [removed: | | Yes o No þ |]

[removed: | Aggregate] [added: The aggregate] market value of voting and non-voting common stock held by non-affiliates [added: amounted to $32,788,771,088] as of June 30, [removed: 2023: | $29,892,023,372 |][added: 2024.]

[removed: | Number of] [added: There were 132,109,660] shares of common stock, $1.00 par value, outstanding as of February 13, [removed: 2024: | 132,227,110 |][added: 2025.]

[removed: |] DOCUMENTS INCORPORATED BY REFERENCE [removed: | |]

[removed: |] Portions of the registrant’s annual proxy statement for the annual meeting of its shareholders to be held on May [removed: 10, 2024] [added: 9, 2025] are incorporated by reference into Part III of this Annual Report on Form 10-K. [removed: | |]

| [removed: Part] [added: [PART I](#idda07e3439aa4379a46aa98aeb48628e_10)] | [removed: Item] | | [removed: Page] [added: [Item 1.](#idda07e3439aa4379a46aa98aeb48628e_13)] | [added: | | [Business](#idda07e3439aa4379a46aa98aeb48628e_13) | | | [3](#idda07e3439aa4379a46aa98aeb48628e_13) | | |]

| | [removed: 4] | [added: | [Item 4.](#idda07e3439aa4379a46aa98aeb48628e_31) | | |] [Mine Safety [removed: Disclosures](#PartI_Item4)] [added: Disclosures](#idda07e3439aa4379a46aa98aeb48628e_31)] | [removed: 34] | [added: | [29](#idda07e3439aa4379a46aa98aeb48628e_31) | | |]

| | [removed: —] | [added: | | | |] [Information about our Executive [removed: Officers](#Executive_Officers)] [added: Officers](#idda07e3439aa4379a46aa98aeb48628e_34)] | [removed: 35] | [added: | [30](#idda07e3439aa4379a46aa98aeb48628e_34) | | |]

| [removed: II] [added: PART [II](#idda07e3439aa4379a46aa98aeb48628e_37)] | [removed: 5] | [added: | [Item 5.](#idda07e3439aa4379a46aa98aeb48628e_40) | | |] [Market for the Registrant’s Common Equity, Related [removed: ‎] Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#PartII_Item5)] [added: Securities](#idda07e3439aa4379a46aa98aeb48628e_40)] | [removed: ‎37] | [added: | [31](#idda07e3439aa4379a46aa98aeb48628e_40) | | |]

| | [removed: 7] | [added: | [Item 7.](#idda07e3439aa4379a46aa98aeb48628e_46) | | |] [Management’s Discussion and Analysis of Financial [removed: Condition ‎ and] [added: Condition](#idda07e3439aa4379a46aa98aeb48628e_46) [](#idda07e3439aa4379a46aa98aeb48628e_46)[and] Results of [removed: Operations](#PartII_Item7)] [added: Operations](#idda07e3439aa4379a46aa98aeb48628e_46)] | [removed: ‎38] | [added: | [32](#idda07e3439aa4379a46aa98aeb48628e_46) | | |]

| | [removed: 7A] | [added: | [Item 7A.](#idda07e3439aa4379a46aa98aeb48628e_73) | | |] [Quantitative and Qualitative Disclosures about Market [removed: Risk](#PartII_Item7A)] [added: Risk](#idda07e3439aa4379a46aa98aeb48628e_73)] | [removed: 73] | [added: | [61](#idda07e3439aa4379a46aa98aeb48628e_73) | | |]

| | [removed: 8] | [added: | [Item 8.](#idda07e3439aa4379a46aa98aeb48628e_76) | | |] [Financial Statements and Supplementary [removed: Data](#PartII_Item8)] [added: Data](#idda07e3439aa4379a46aa98aeb48628e_76)] | [removed: 74] | [added: | [62](#idda07e3439aa4379a46aa98aeb48628e_76) | | |]

| | [removed: 9] | [added: | [Item 9.](#idda07e3439aa4379a46aa98aeb48628e_160) | | |] [Changes in and Disagreements with Accountants on Accounting and [removed: ‎] Financial [removed: Disclosure](#PartII_Item9)] [added: Disclosure](#idda07e3439aa4379a46aa98aeb48628e_160)] | [removed: ‎129] | [added: | [111](#idda07e3439aa4379a46aa98aeb48628e_160) | | |]

| | [removed: 9C] | [added: | [Item 9C.](#idda07e3439aa4379a46aa98aeb48628e_169) | | |] [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#PartII_Item9C)] [added: Inspections](#idda07e3439aa4379a46aa98aeb48628e_169)] | [removed: 131] | [added: | [113](#idda07e3439aa4379a46aa98aeb48628e_169) | | |]

| [removed: III] [added: PART [III](#idda07e3439aa4379a46aa98aeb48628e_172)] | [removed: 10] | [added: | [Item 10.](#idda07e3439aa4379a46aa98aeb48628e_172) | | |] [Directors, Executive Officers and Corporate [removed: Governance](#PartIII_Item10)] [added: Governance](#idda07e3439aa4379a46aa98aeb48628e_172)] | [removed: 132] | [added: | [114](#idda07e3439aa4379a46aa98aeb48628e_172) | | |]

| | [removed: 12] | [added: | [Item 12.](#idda07e3439aa4379a46aa98aeb48628e_172) | | |] [Security Ownership of Certain Beneficial Owners and [removed: ‎] Management and Related Stockholder [removed: Matters](#PartIII_Item12)] [added: Matters](#idda07e3439aa4379a46aa98aeb48628e_172)] | [removed: ‎132] | [added: | [114](#idda07e3439aa4379a46aa98aeb48628e_172) | | |]

| | [removed: 13] | [added: | [Item 13.](#idda07e3439aa4379a46aa98aeb48628e_172) | | |] [Certain Relationships and Related Transactions, and Director [removed: Independence](#PartIII_Item13)] [added: Independence](#idda07e3439aa4379a46aa98aeb48628e_172)] | [removed: 132] | [added: | [114](#idda07e3439aa4379a46aa98aeb48628e_172) | | |]

| Table of Contents | [added: | |] i | [added: | |]

“SAFE HARBOR” STATEMENT UNDER THE PRIVATE [removed: SECURITIES‎LITIGATION] [added: SECURITIES LITIGATION] REFORM ACT OF 1995

[removed: general] [added: ▪general] economic and business conditions

[removed: our] [added: ▪our] dependence on the construction industry, which is subject to economic cycles

[removed: the] [added: ▪the] timing and amount of federal, state and local funding for infrastructure

[removed: changes] [added: ▪changes] in the level of spending for private residential and private nonresidential construction

[removed: changes] [added: ▪changes] in our effective tax rate

UNITED STATES

Washington, D.C. 20549

FORM 10-K

| | | | | | |

| --- | --- | --- | --- | --- | --- |

For the Fiscal Year Ended December 31, 2024

OR

| | | | | | |

| --- | --- | --- | --- | --- | --- |

For the Transition Period From to

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes þ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o No þ

Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Non-accelerated filer | | | o | | | | | | | | | Emerging growth company | | | o | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Yes o No þ

VULCAN MATERIALS COMPANY

ANNUAL REPORT ON FORM 10-K

FISCAL YEAR ENDED DECEMBER 31, 2024

CONTENTS

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | [Item 1A.](#idda07e3439aa4379a46aa98aeb48628e_16) | | | [Risk Fac](#idda07e3439aa4379a46aa98aeb48628e_16)[tors](#idda07e3439aa4379a46aa98aeb48628e_16) | | | [19](#idda07e3439aa4379a46aa98aeb48628e_16) | | |

| | | | [Item 1B.](#idda07e3439aa4379a46aa98aeb48628e_19) | | | [Unresolved Staff Comments](#idda07e3439aa4379a46aa98aeb48628e_19) | | | [22](#idda07e3439aa4379a46aa98aeb48628e_19) | | |

| | | | [Item 1C.](#idda07e3439aa4379a46aa98aeb48628e_22) | | | [Cybersecurity](#idda07e3439aa4379a46aa98aeb48628e_22) | | | [23](#idda07e3439aa4379a46aa98aeb48628e_22) | | |

| | | | [Item 2.](#idda07e3439aa4379a46aa98aeb48628e_25) | | | [Properties](#idda07e3439aa4379a46aa98aeb48628e_25) | | | [24](#idda07e3439aa4379a46aa98aeb48628e_25) | | |

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| --- | --- | --- | --- |

| | |

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| | | | |

| VULCAN MATERIALS COMPANY ANNUAL REPORT ON FORM 10-k ‎fISCAL YEAR ENDED DECEMBER 31, 2023 CONTENTs | | | |

| I | 1 | [Business](#PartI_Item1) | 3 |

| | 1A | [Risk Factors](#PartI_Item1A) | 22 |

| | 1B | [Unresolved Staff Comments](#PartI_Item1B) | 26 |

| | 1C | [Cybersecurity](#PartI_Item1C) | 26 |

| | 2 | [Properties](#PartI_Item2) | 28 |

| | 3 | [Legal Proceedings](#PartI_Item3) | 34 |

| | 6 | \[[Reserved](#PartII_Item6)\] | 37 |

| | 9A | [Controls and Procedures](#PartII_Item9A) | 129 |

| | 9B | [Other Information](#PartII_Item9B) | 131 |

| | 11 | [Executive Compensation](#PartIII_Item11) | 132 |

| | 14 | [Principal Accountant Fees and Services](#PartIII_Item14) | 132 |

| IV | 15 | [Exhibits and Financial Statement Schedules](#PartIV_Item15) | 133 |

| | 16 | [Form 10-K Summary](#PartIV_Item16) | 137 |

| | — | [Signatures](#Signatures) | 138 |

*exceed our customers’ expectations.

Be responsible stewards*

*and products.

*employees, communities and shareholders.*

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| Part I | | | 22 | | |

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| --- | --- | --- |

The Board, Audit Committee, senior management and our Risk Management Committee (a [removed: taskforce] [added: task force] led by senior corporate officers that draws on the subject matter expertise of senior managers from various functional departments and from line operations management) devote significant resources to cybersecurity and risk management processes to adapt to the changing cybersecurity landscape and respond to emerging threats in a timely and effective manner.

[removed: In addition,] [added: Furthermore,] we have a set of Company-wide policies and procedures concerning cybersecurity matters, which include an IT Security Policy and Cyber Incident Response Plan, as well as other policies that directly or indirectly relate to cybersecurity, non-public information and the use of the internet, social media, email, and wireless devices.

Our Chief Information Officer has served in this role since April 2022 and has [removed: 28] [added: over 25] years of experience in Information Technology.

We [added: conduct employee phishing tests on a quarterly basis and] also require employees in certain roles to complete additional role-based, specialized cybersecurity trainings.

| Part I | [removed: 26] | [added: | 23 | | |]

In addition, the Board receives [removed: semi-annual] updates from the Chief Information [removed: Officer.][added: Officer throughout the year.]

Further, at least annually, the Board receives updates on the Company’s Crisis Management Guide, [removed: which includes, among other things, the] [added: including its relation to our] Cybersecurity Incident Response Plan.

For more information about the cybersecurity risks we face, see the risk factor entitled “We are dependent on information technology systems (our own and those of our service providers such as Amazon Web Services), and these systems contain non-public data about our business, employees, suppliers and customers” in Item 1A [removed: “Risk Factors.”][added: “[Risk Factors](#idda07e3439aa4379a46aa98aeb48628e_16).”]

CYBERSECURITY

In addition, internal and external auditors assess our information technology general controls on an annual basis.

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cybersecurity

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| Part I | 27 |

We principally serve markets in 23 states, the U.S. Virgin Islands, Washington D.C., and the local markets surrounding our operations in Freeport, Bahamas; British Columbia, Canada; Puerto Cortés, Honduras and Quintana Roo, Mexico (see the NAFTA Arbitration section in Note 12 [removed: “Commitments] [added: “[Commitments] and [removed: Contingencies”] [added: Contingencies](#idda07e3439aa4379a46aa98aeb48628e_136)”] in Item 8 [removed: “Financial] [added: “[Financial] Statements and Supplementary [removed: Data”).][added: Data](#idda07e3439aa4379a46aa98aeb48628e_76)”).]

The following map illustrates the location of our [removed: 235] [added: 244] aggregates production stage properties and [removed: 80] [added: 79] development stage properties.

Our [removed: 34] [added: 40] aggregates exploration stage properties are excluded from this map.

For additional information, see Note 12 [removed: “Commitments] [added: “[Commitments] and [removed: Contingencies”] [added: Contingencies](#idda07e3439aa4379a46aa98aeb48628e_136)”] in Item 8 [removed: “Financial] [added: “[Financial] Statements and Supplementary [removed: Data.”*][added: Data](#idda07e3439aa4379a46aa98aeb48628e_76).”*]

| Part I | [removed: 28] | [added: | 24 | | |]

As of December 31, [removed: 2023,] [added: 2024,] we directly operated substantially all of our aggregates production facilities.

Discussions between mine planning, [removed: operations,] [added: operations] and management determine the need for adjustments, additional resources, drilling [removed: information,] [added: information] or other key information.

The supporting information includes aerial photography, topography, geologic maps, aggregates rock quality information (including core drilling, hand samples, [removed: and] bulk sample [removed: testing,] [added: testing] and/or geophysical data), hydrology, archaeology, biology, property boundary information, zoning information, and relevant municipal and environmental permitting information.

| Part I | [removed: 29] | [added: | 25 | | |]

[removed: Measured] [added: ▪Measured] — based on conclusive geological evidence and sampling, meaning that evidence is sufficient to test and confirm geological and grade or quality continuity.

After applying modifying factors (as noted in the Aggregates Reserves section below), measured resources may be converted to either proven or probable [removed: reserves][added: reserves.]

[removed: Indicated] [added: ▪Indicated] — based on adequate geological evidence and sampling, meaning that evidence is sufficient to establish geological and grade or quality continuity with reasonable certainty.

After applying modifying factors, indicated resources may be converted to probable [removed: reserves][added: reserves.]

[removed: Inferred] [added: ▪Inferred] — based on limited geological evidence and sampling, meaning that evidence is only sufficient to establish that geological and grade or quality continuity is more likely than not.

Inferred resources may not be converted to [removed: reserves][added: reserves.]

Our [removed: 2023] [added: 2024] measured, indicated and inferred aggregates resources are based on an initial assessment using an average sales price assumption ranging from approximately [removed: $12.00] [added: $9.10] to [removed: $23.00] [added: $26.50] per ton depending on the location/market.

The table below presents, by division, details of our aggregates resources as of December 31, [removed: 2023.][added: 2024.]

| *(millions of tons)* | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | |]

| | | [removed: *Stone* *2*] | [added: Stone 2] | | | | | [removed: *Sand] [added: | | | | | | | Sand] & [removed: Gravel*] [added: Gravel] | | | | | | | | | [added: | | | | | |]

| [added: Division 1] | | [removed: *Measured (M)*] | [added: Measured (M) Resources] | [removed: *Indicated (I)*] | | [removed: *Total (M)+(I)*] [added: Indicated (I) Resources] | | [removed: *Measured (M)*] | [added: Total (M)+(I) Resources] | [removed: *Indicated (I)*] | | [removed: *Total (M)+(I)*] | | [removed: Total (M)+(I)] | [added: Measured (M) Resources] | [removed: *Inferred*] | [added: | Indicated (I) Resources | | | Total (M)+(I) Resources | | | Total (M)+(I) Resources | | | Inferred Resources | | |]

| International | | [added: |] 0.0 | | [added: |] 61.1 | | [added: |] 61.1 | | [added: | | | |] 0.0 | | [added: |] 0.0 | | [added: |] 0.0 | | [removed: 61.1] | [added: 61.1] | [added: | |] 0.0 | [added: | |]

| Southern Gulf Coast | | [removed: 635.2] | [added: 671.6] | [removed: 108.3] | | [removed: 743.5] [added: 175.1] | | [added: | 846.7 | | | | | |] 42.0 | | [added: |] 0.0 | | [added: |] 42.0 | | [removed: 785.5] | [added: 888.7] | [added: | |] 218.4 | [added: | |]

[removed: | *2* | *Stone:] [added: *2Stone:] amphibolite, argillite, gneiss, granite, limestone, marble, quartzite and sandstone* [removed: | |]

| Part I | [removed: 30] | [added: | 26 | | |]

[removed: Proven] [added: ▪Proven] — those reserves for which the quantity is computed from dimensions revealed by drill data, together with other direct and measurable observations, such as outcrops, trenches and quarry faces.

The grade and quality of those reserves are computed from the results of detailed sampling, and the sampling and measurement data are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well [removed: established][added: established.]

[removed: Probable] [added: ▪Probable] — those reserves for which quantity, grade and quality are computed partly from specific measurements and partly from projections based on reasonable, though not drilled, geologic evidence.

The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of [removed: observation][added: observation.]

[removed: Contractual] [added: ▪Contractual] and governmental regulations (for example, leases, zoning, permits and reclamation plans) often set limits on the areas, depths and lengths of time allowed for mining, stipulate setbacks and slopes that must be left in place, and designate which areas may be used for surface facilities, berms, and overburden or waste storage, among other requirements and [removed: restrictions][added: restrictions.]

[removed: Technical] [added: ▪Technical] and economic factors affect the estimates of reported reserves regardless of what might otherwise be considered proven or probable based on a geologic analysis.

For example, excessive overburden or weathered rock, rock quality issues, excessive mining depths, groundwater issues, overlying wetlands, endangered species habitats, and rights of way or easements may effectively limit the quantity of reserves considered proven and [removed: probable][added: probable.]

[removed: Mining] [added: ▪Mining] and processing waste are also factored in our computations for proven and probable [removed: reserves][added: reserves.]

Our [removed: 2023] [added: 2024] proven and probable aggregates reserves were estimated by internal experts (i.e. geologists or engineers).

The economic viability of our reserves were determined using average aggregates prices ranging from approximately [removed: $12.00] [added: $9.10] to [removed: $23.00] [added: $26.50] per ton depending on the location/market.

The table below presents, by division, details of our aggregates reserves and production as of December 31, [removed: 2023.][added: 2024.]

| *(millions of tons)* | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| | | | [removed: *Stone* *3*] [added: Stone 3] | | | | | | [removed: *Sand] [added: | | | | | | Sand] & [removed: Gravel*] [added: Gravel] | | | | | | | | | [added: | | | | | |]

| [removed: *Division* *1*] [added: Division 1] | | | [removed: *Reserves*] [added: Proven Reserves] | | [removed: *Reserves*] | [added: Probable Reserves] | [removed: *Reserves*] | | [removed: *Reserves*] [added: Total Reserves] | | [removed: *Reserves*] | | [removed: *Reserves*] | | [removed: Reserves] [added: Proven Reserves] | | [removed: *Production*] | [added: Probable Reserves | | | Total Reserves | | | Total Reserves | | | 2024 2 Production | | |]

[removed: | *1* | *The] [added: *1The] divisions are defined geographically in the first table within this Item 2 - Properties.* [removed: | |]

[removed: | *2* | *Production] [added: *2Production] totals for the two prior years were as follows: [removed: 2022] [added: 2023] – [removed: 235.0] [added: 236.0] million tons and [removed: 2021] [added: 2022] – [removed: 222.8] [added: 235.0] million tons.* [removed: | |]


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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Central | | | 629.1 | | | 1,163.3 | | | 1,792.4 | | | | | | 8.8 | | | 3.9 | | | 12.7 | | | 1,805.1 | | | 580.5 | | |

| East | | | 2,644.2 | | | 748.5 | | | 3,392.7 | | | | | | 0.0 | | | 0.0 | | | 0.0 | | | 3,392.7 | | | 295.3 | | |

| Northeast | | | 855.0 | | | 15.9 | | | 870.9 | | | | | | 31.8 | | | 0.0 | | | 31.8 | | | 902.7 | | | 19.2 | | |

| South | | | 558.7 | | | 497.2 | | | 1,055.9 | | | | | | 32.5 | | | 52.4 | | | 84.9 | | | 1,140.8 | | | 384.4 | | |

| Southwest | | | 478.5 | | | 38.9 | | | 517.4 | | | | | | 93.1 | | | 58.7 | | | 151.8 | | | 669.2 | | | 500.0 | | |

| Western | | | 476.4 | | | 875.8 | | | 1,352.2 | | | | | | 214.1 | | | 883.6 | | | 1,097.7 | | | 2,449.9 | | | 962.3 | | |

| Total | | | 6,313.5 | | | 3,575.8 | | | 9,889.3 | | | | | | 422.3 | | | 998.6 | | | 1,420.9 | | | 11,310.2 | | | 2,960.1 | | |

*1The divisions are defined by states/countries as follows:*

*Central Division* — *Illinois, Kentucky and Tennessee*

*East Division* — *North Carolina, South Carolina and North/Central Georgia*

*International Division* — *Puerto Cortés (Honduras) and Quintana Roo (Mexico)*

*Northeast Division* — *Delaware, Maryland, New Jersey, New York, Pennsylvania, Virginia and Washington D.C.*

*South Division* — *Florida (excluding panhandle), South Georgia, Freeport (Bahamas) and the U.S. Virgin Islands*

*Southern Gulf Coast (SGC) Division* — *Alabama, Arkansas, Florida Panhandle, Louisiana and Mississippi*

*Southwest Division* — *Oklahoma and Texas*

*Western Division* — *Arizona,* *California, New Mexico and British Columbia (Canada)*

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| Central | | | 1,984.0 | | | 1,020.3 | | | 3,004.3 | | | | | | 3.6 | | | 5.2 | | | 8.8 | | | 3,013.1 | | | 33.0 | | |

| East 4 | | | 3,233.8 | | | 1,106.8 | | | 4,340.6 | | | | | | 0.0 | | | 0.0 | | | 0.0 | | | 4,340.6 | | | 48.7 | | |

| International 5 | | | 471.1 | | | 0.0 | | | 471.1 | | | | | | 0.0 | | | 0.0 | | | 0.0 | | | 471.1 | | | 1.7 | | |

| Northeast | | | 1,364.2 | | | 503.5 | | | 1,867.7 | | | | | | 90.0 | | | 17.9 | | | 107.9 | | | 1,975.6 | | | 25.3 | | |

| South | | | 853.6 | | | 359.1 | | | 1,212.7 | | | | | | 173.6 | | | 27.3 | | | 200.9 | | | 1,413.6 | | | 30.3 | | |

| Southern Gulf Coast | | | 1,864.3 | | | 117.5 | | | 1,981.8 | | | | | | 0.0 | | | 0.0 | | | 0.0 | | | 1,981.8 | | | 24.6 | | |

| Southwest | | | 1,159.6 | | | 105.0 | | | 1,264.6 | | | | | | 156.5 | | | 0.0 | | | 156.5 | | | 1,421.1 | | | 27.7 | | |

| Western | | | 815.9 | | | 108.4 | | | 924.3 | | | | | | 481.1 | | | 431.9 | | | 913.0 | | | 1,837.3 | | | 32.9 | | |

| Total | | | 11,746.5 | | | 3,320.6 | | | 15,067.1 | | | | | | 904.8 | | | 482.3 | | | 1,387.1 | | | 16,454.2 | | | 224.2 | | |

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Our Aggregates segment includes a production stage, leased calcium operation located in Brooksville, Florida.

As of December 31, 2024, this quarry had 10.7 million tons of proven and probable reserves (there are no mineral resources at this quarry).


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| *Division* *1* | | *Resources* | | *Resources* | | *Resources* | | *Resources* | | *Resources* | | *Resources* | | Resources | | *Resources* |

| Central | | 615.8 | | 1,167.3 | | 1,783.1 | | 8.8 | | 4.6 | | 13.4 | | 1,796.5 | | 580.7 |

| East | | 2,594.4 | | 747.0 | | 3,341.4 | | 0.0 | | 0.0 | | 0.0 | | 3,341.4 | | 295.3 |

| Northeast | | 835.5 | | 15.9 | | 851.4 | | 41.2 | | 0.0 | | 41.2 | | 892.6 | | 19.2 |

| South | | 558.7 | | 526.3 | | 1,085.0 | | 22.2 | | 52.4 | | 74.6 | | 1,159.6 | | 384.4 |

| Southwest | | 478.5 | | 39.0 | | 517.5 | | 93.1 | | 57.5 | | 150.6 | | 668.1 | | 500.0 |

| Western | | 449.8 | | 873.6 | | 1,323.4 | | 220.3 | | 897.6 | | 1,117.9 | | 2,441.3 | | 901.0 |

| Total | | 6,167.9 | | 3,538.5 | | 9,706.4 | | 427.6 | | 1,012.1 | | 1,439.7 | | 11,146.1 | | 2,899.0 |

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| *1* | *The divisions are defined by states/countries as follows:* *Central Division* — *Illinois, Kentucky and Tennessee* *East Division* — *North Carolina, South Carolina and North/Central Georgia* *International Division* — *Puerto Cortés (Honduras) and* *Quintana Roo (Mexico)* *Northeast Division* — *Delaware, Maryland, New Jersey, New York, Pennsylvania, Virginia and Washington D.C.* *South Division* — *Florida (excluding panhandle), South Georgia, Freeport (Bahamas) and the U.S. Virgin Islands* *Southern Gulf Coast Division* — *Alabama, Arkansas, Florida Panhandle, Louisiana and Mississippi* *Southwest Division* — *Oklahoma and Texas* *Western Division* — *Arizona,* *California, New Mexico and British Columbia (Canada)* | |

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| | | | *Proven* | | *Probable* | | *Total* | | *Proven* | | *Probable* | | *Total* | | Total | | *2023* *2* |

| Central | | | 1,971.9 | | 1,056.6 | | 3,028.5 | | 7.5 | | 5.0 | | 12.5 | | 3,041.0 | | 35.1 |

| East 4 | | | 2,839.6 | | 993.8 | | 3,833.4 | | 0.0 | | 0.0 | | 0.0 | | 3,833.4 | | 50.1 |

| International 5 | | | 472.8 | | 0.0 | | 472.8 | | 0.0 | | 0.0 | | 0.0 | | 472.8 | | 4.0 |

| Northeast | | | 1,370.8 | | 503.5 | | 1,874.3 | | 60.7 | | 37.2 | | 97.9 | | 1,972.2 | | 26.1 |

| South | | | 802.9 | | 389.2 | | 1,192.1 | | 180.0 | | 27.3 | | 207.3 | | 1,399.4 | | 29.8 |

| Southern Gulf Coast | | | 1,679.0 | | 58.1 | | 1,737.1 | | 0.0 | | 0.0 | | 0.0 | | 1,737.1 | | 26.4 |

| Southwest | | | 1,183.2 | | 105.0 | | 1,288.2 | | 151.9 | | 0.0 | | 151.9 | | 1,440.1 | | 31.1 |

| Western | | | 754.7 | | 171.7 | | 926.4 | | 414.9 | | 399.5 | | 814.4 | | 1,740.8 | | 33.4 |

| Total | | | 11,074.9 | | 3,277.9 | | 14,352.8 | | 815.0 | | 469.0 | | 1,284.0 | | 15,636.8 | | 236.0 |

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| Total | | | 185 | | | 50 | | | 235 | | | 108 | | | 48 | | | 391 | |

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| *Division* *1* | | | | | | | | | | | | | | | *Facilities* | | | *Facilities* | | | *Facilities* | |

| *3* | *Comprised of a ground calcium plant in Brooksville, Florida.* |

Our Calcium segment operates a quarry at Brooksville, Florida that provides feedstock for the ground calcium operation.

The Brooksville quarry is not individually material to our business.

Calcium resources and reserves are outlined in the tables below:

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The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in [removed: Exhibit 95] [added: [Exhibit 95](https://www.sec.gov/Archives/edgar/data/1396009/000139600925000005/a2024ex95.htm)] of this report.

| Part I | [removed: 34] | [added: | 29 | | |]

The names, positions and ages, as of February 20, [removed: 2024,] [added: 2025,] of our executive officers are as follows:

| [removed: *Name*] [added: Name] | [removed: *Position*] | [removed: *Age*] | [added: Position | | | Age | | |]

| J. Thomas Hill | [added: | |] Chairman and Chief Executive Officer | [removed: 64] | [added: | 65 | | |]

| Thompson S. Baker II | [added: | |] President | [removed: 65] | [added: | 66 | | |]

| Mary Andrews Carlisle | [added: | |] Senior Vice President and Chief Financial Officer | [removed: 43] | [added: | 44 | | |]

| Stanley G. Bass | [added: | |] Chief Strategy Officer | [removed: 62] | [added: | 63 | | |]

| Ronnie A. Pruitt | [added: | |] Chief Operating Officer | [removed: 53] | [added: | 54 | | |]

| Denson N. Franklin III | [added: | |] Senior Vice President, General Counsel and Secretary | [removed: 60] | [added: | 61 | | |]

| David P. Clement | [added: | |] Senior Vice President, Operations Support, Procurement | [removed: 63] | [added: | 64 | | |]

| Jerry F. Perkins Jr. | [added: | |] Senior Vice President, Business Development, Commercial Excellence, Land, [added: Logistics] | [removed: 54] | [added: | 55 | | |]

| Randy L. Pigg | [added: | |] Vice President, Controller and Principal Accounting Officer | [removed: 51] | [added: | 52 | | |]

| Part I | [removed: 35] | [added: | 30 | | |]

Clement is Senior Vice President of Operations Support and [removed: Procurement.][added: Strategic Sourcing.]

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| __ | | |

| Darren L. Hicks | Senior Vice President and Chief Human Resources Officer | 54 |

| | Logistics | |

Darren L.

Hicks was appointed Chief Human Resources Officer effective March 1, 2022.

He previously served as Vice President, Human Resources, where he focused on talent management, leadership development and diversity, equity and inclusion initiatives.

Mr. Hicks joined the Company in 1994 and has held various positions in human resources at both the corporate and division level.

| Part I | 36 |

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER [removed: MATTERS‎ AND ISSUER PURCHASES OF EQUITY SECURITIES][added: MATTERS]

As of February 13, [removed: 2024,] [added: 2025,] the number of shareholders of record was [removed: 2,058.][added: 1,977.]

[removed: ISSUER] [added: AND ISSUER] PURCHASES OF EQUITY SECURITIES

We did not have any unregistered sales of equity securities during the fourth quarter of [removed: 2023.][added: 2024.]

We did not purchase any of our equity securities during the fourth quarter of 2024.

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Purchases of our equity securities during the quarter ended December 31, 2023 are summarized below:

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | *Total Number of* | | *Maximum Number* | |

| | *Total* | | | | *Shares Purchased* | | *of Shares That May* | |

| | *Number of* | | *Average* | | *As Part of Publicly* | | *Yet Be Purchased* | |

| | *Shares* | | *Price Paid* | | *Announced Plans* | | *Under the Plans* | |

| *Period* | *Purchased* | | *Per Share* | | *or Programs* | | *or Programs* *1* | |

| 2023 | | | | | | | | |

| Oct 1 - Oct 31 | 253,123 | | $ 197.40 | | 253,123 | | 7,570,365 | |

| Nov 1 - Nov 30 | 483,105 | | $ 207.11 | | 483,105 | | 7,087,260 | |

| Dec 1 - Dec 31 | 0 | | $ 0.00 | | 0 | | 7,087,260 | |

| Total | 736,228 | | $ 203.77 | | 736,228 | | | |

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| *1* | *In February 2017, our Board of Directors authorized us to purchase up to 10,000,000 shares of our common stock. As of December 31, 2023, there were 7,087,260 shares remaining under this authorization. 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 through 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.* |

ITEM 6

\[reserved\]

| Part II | 37 |

\[RESERVED\]

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| --- | --- | --- | --- | --- | --- |

| Part II | | | 31 | | |

| | | |

| --- | --- | --- |

We have audited the accompanying consolidated balance sheets of Vulcan Materials Company and subsidiaries (the “Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal [removed: Control* *—* *Integrated] [added: Control — Integrated] Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 22, 2024] [added: 20, 2025] expressed an unqualified opinion on the Company's internal control over financial reporting.

| Part II | [removed: 74] | [added: | 62 | | |]

[removed: Due to these uncertainties, future amounts recorded related to the ultimate resolution of claims and assessments could cause actual losses to differ materially from accrued costs.We] [added: We] identified the Hewitt Landfill and NHOU (collectively the “Hewitt Landfill Environmental Matter” or “the Matter”) as a critical audit matter because evaluating the estimate of the liability and the extent and sufficiency of related disclosures is subjective in nature and as such requires an increased extent of effort, involves especially subjective auditing judgments, and requires the involvement of our environmental specialists.

[removed: We] [added: ▪We] tested the operating effectiveness of controls over the identification and evaluation of information available to assess potential responsibility or share of remediation costs for the Hewitt Landfill Environmental Matter, as well as controls over the adequacy of the related financial statement footnote disclosures.

[removed: With] [added: ▪With] the assistance of our environmental specialists, we evaluated the accuracy and completeness of management’s recorded liabilities for the Hewitt Landfill Environmental Matter by:

[removed: Obtaining] [added: ▪We obtained] letters from internal and external counsel as to the Matter’s status, probability of an unfavorable outcome, and the amount or range of potential loss should the outcome be unfavorable.

[removed: Independently] [added: ▪Independently] obtaining and reading correspondence from the EPA, RWQCB and LADWP regarding the Hewitt Landfill Environmental Matter.

[removed: Obtaining] [added: ▪Obtaining] an understanding of the change in estimate of remediation costs, as applicable, and performing procedures to evaluate the appropriateness and sufficiency of the estimate at year-end.

[removed: We] [added: ▪We] read and compared the Company’s footnote disclosure to evidential matter obtained during the audit.

| Part II | [removed: 75] | [added: | 63 | | |]

| [added: *in millions*] | [removed: 2023] | | [added: 2024] | [removed: *2022*] | | [added: 2023] | [removed: *2021*] | | [added: 2022 | | |]

| [removed: *For] [added: | | | For] the [removed: years ended] [added: Years Ended] December [removed: 31*] [added: 31] | | | | | | | | |

| *in millions, except per share data* | | | [added: 2024] | | | [added: 2023] | | | [added: 2022 | | |]

| Total revenues | [removed: $ 7,781.9] | | [added: $] | [added: 7,417.7 | |] $ [removed: 7,315.2] | [added: 7,781.9] | | $ [removed: 5,552.2] | [added: 7,315.2] | [added: |]

| Cost of revenues | [removed: (5,833.4)] | | [added: (5,418.1)] | [removed: (5,757.5)] | | [added: (5,833.4)] | [removed: (4,178.8)] | | [added: (5,757.5) | | |]

| Gross profit | [removed: 1,948.5] | | [added: 1,999.6] | [removed: 1,557.7] | | [added: 1,948.5] | [removed: 1,373.4] | | [added: 1,557.7 | | |]

| Selling, administrative and general expenses | [removed: (542.8)] | | [added: (531.1)] | [removed: (515.1)] | | [added: (542.8)] | [removed: (417.6)] | | [added: (515.1) | | |]

| Gain on sale of property, plant & equipment and businesses | [removed: 76.4] | | [added: 52.3] | [removed: 10.7] | | [added: 76.4] | [removed: 120.1] | | [added: 10.7 | | |]

| Loss on impairments | [removed: (28.3)] | | [added: (86.6)] | [removed: (67.9)] | | [added: (28.3)] | [removed: (4.6)] | | [added: (67.9) | | |]

| Other operating expense, net | [removed: (26.4)] | | [added: (69.7)] | [removed: (34.0)] | | [added: (26.4)] | [removed: (60.5)] | | [added: (34.0) | | |]

| Operating earnings | [removed: 1,427.4] | | [added: 1,364.5] | [removed: 951.4] | | [added: 1,427.4] | [removed: 1,010.8] | | [added: 951.4 | | |]

| Other nonoperating income (expense), net | [removed: (2.7)] | | [added: (22.1)] | [removed: 5.1] | | [added: (2.7)] | [removed: 10.7] | | [added: 5.1 | | |]

| Interest income | [removed: 16.5] | | [added: 20.9] | [removed: 0.8] | | [added: 16.5] | [removed: 1.6] | | [added: 0.8 | | |]

| Interest expense | [removed: (196.1)] | | [added: (191.2)] | [removed: (169.2)] | | [added: (196.1)] | [removed: (149.3)] | | [added: (169.2) | | |]

| Earnings from continuing operations before income taxes | [removed: 1,245.1] | | [added: 1,172.1] | [removed: 788.1] | | [added: 1,245.1] | [removed: 873.8] | | [added: 788.1 | | |]

| Income tax (expense) benefit | | | | | | | | | [added: | | |]

| Current | [removed: (343.6)] | | [added: (261.3)] | [removed: (133.4)] | | [added: (343.6)] | [removed: (133.5)] | | [added: (133.4) | | |]

| Deferred | [removed: 44.2] | | [added: 9.9] | [removed: (59.6)] | | [added: 44.2] | [removed: (66.6)] | | [added: (59.6) | | |]

| Total income tax expense | [removed: (299.4)] | | [added: (251.4)] | [removed: (193.0)] | | [added: (299.4)] | [removed: (200.1)] | | [added: (193.0) | | |]

| Earnings from continuing operations | [removed: 945.7] | | [added: 920.7] | [removed: 595.1] | | [added: 945.7] | [removed: 673.7] | | [added: 595.1 | | |]

| Loss on discontinued operations, net of tax | [removed: (10.8)] | | [added: (7.6)] | [removed: (18.6)] | | [added: (10.8)] | [removed: (3.3)] | | [added: (18.6) | | |]

| Net earnings | [removed: 934.9] | | [added: 913.1] | [removed: 576.5] | | [added: 934.9] | [removed: 670.4] | | [added: 576.5 | | |]

| [removed: (Earnings) loss] [added: Earnings] attributable to noncontrolling interest | [removed: (1.7)] | | [added: (1.2)] | [removed: (0.9)] | | [added: (1.7)] | [removed: 0.4] | | [added: (0.9) | | |]

| Net earnings attributable to Vulcan | [removed: $ 933.2] | | [added: $] | [added: 911.9 | |] $ [removed: 575.6] | [added: 933.2] | | $ [removed: 670.8] | [added: 575.6] | [added: |]

| Other comprehensive income (loss), net of tax | | | | | | | | | [added: | | |]

| Amortization of [removed: prior] [added: accumulated] cash flow hedge [removed: loss] [added: losses] | [removed: 1.6] | | [added: 1.7] | [removed: 1.5] | | [added: 1.6] | [added: | |] 1.5 | | [added: |]

| Adjustment for funded status of benefit plans | [removed: 4.2] | | [added: 9.7] | [removed: (6.5)] | | [added: 4.2] | [removed: 13.4] | | [added: (6.5) | | |]

| Other comprehensive income (loss) | [removed: 10.9] | | [added: 16.4] | [removed: (2.0)] | | [added: 10.9] | [removed: 28.6] | | [added: (2.0) | | |]

Due to these uncertainties, future amounts recorded related to the ultimate resolution of claims and assessments could cause actual losses to differ materially from accrued costs.

▪Performing a search of environmental records in the public domain from independently and nationally recognized resources.

February 20, 2025

| Amortization of accumulated benefit plan costs | | | 5.0 | | | 5.1 | | | 3.0 | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Common Stock | | | | | | Capital in Excess of Par Value | | | Retained Earnings | | | Accumulated Other Comprehensive Income (Loss) | | | Total Shareholders' Equity | | | Non- controlling Interest | | | Total | | |

| *in millions* | | | Shares | | | Amount | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net earnings | | | 0.0 | | | 0.0 | | | 0.0 | | | 911.9 | | | 0.0 | | | 911.9 | | | 1.2 | | | 913.1 | | |

| Share-based compensation plans, net of shares withheld for taxes | | | 0.3 | | | 0.3 | | | (33.5) | | | 0.0 | | | 0.0 | | | (33.2) | | | 0.0 | | | (33.2) | | |

| Purchase and retirement of common stock | | | (0.3) | | | (0.3) | | | 0.0 | | | (68.8) | | | 0.0 | | | (69.1) | | | 0.0 | | | (69.1) | | |

| Balances at December 31, 2024 | | | 132.1 | | | $ | 132.1 | | $ | 2,900.1 | | $ | 5,213.8 | | $ | (127.4) | | $ | 8,118.6 | | $ | 23.9 | | $ | 8,142.5 | |

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

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Capitalized software costs reflected in property, plant & equipment are immaterial for all years presented.

PREPAID SOFTWARE AS A SERVICE

Prepaid software as a service (SaaS) implementation costs of $17.7 million are reflected in other noncurrent assets as of December 31, 2024 (there were no related prepaid implementation costs prior to 2024).

We recorded prepaid SaaS costs of $19.4 million for the year ended December 31, 2024 which are recognized as service expense on a straight-line basis over 7 years.

Service expense related to prepaid SaaS implementation costs was $1.7 million for the year ended December 31, 2024.

| | | | | | | | | | | | |

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| Total depreciation, depletion, accretion and amortization | | | $ | 632.2 | | $ | 617.0 | | $ | 587.5 | |

| --- | --- | --- | --- | --- | --- |

| *in millions* | | | 2024 | | | 2023 | | |

| Rabbi Trust | | | | | | | | |

| --- | --- | --- | --- | --- | --- |

During the third quarter of 2024, we determined that a triggering event occurred with respect to a reporting unit that includes concrete operations acquired from U.S. Concrete in 2021.

Based on an interim goodwill impairment test, we determined that the estimated fair value of this reporting unit was less than its carrying value.

As a result, we recorded a $86.6 million interim goodwill impairment loss.

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| *dollars in millions* | | | 2024 | | | 2023 | | |

| --- | --- | --- | --- | --- | --- |

| 2025 | | | $ | 40.1 | |

| 2026 | | | 29.0 | | |

| 2027 | | | 17.6 | | |

| 2028 | | | 10.0 | | |

‎

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| --- | --- |

February 22, 2024

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Amortization of actuarial loss and prior service cost for benefit plans | 5.1 | | | 3.0 | | | 13.7 | |

| Outstanding 132.1 and 132.9 shares, respectively | 132.1 | | | 132.9 | |

| acquisitions and dispositions | | | | | | | | |

| | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | *Capital in* | | | | *Other* | | | *Total* | | *Non-* | | | |

| | *Common Stock* | | | | | *Excess of* | | *Retained* | | *Comprehensive* | | | *Shareholders'* | | *controlling* | | | |

| *in millions* | *Shares* | | *Amount* | | | *Par Value* | | *Earnings* | | *Income (Loss)* | | | *Equity* | | *Interest* | | *Total* | |

| Balances at December 31, 2020 | 132.5 | | $ 132.5 | | | $ 2,802.0 | | $ 3,274.1 | | $ (181.3) | | | $ 6,027.3 | | $ 0.0 | | $ 6,027.3 | |

| Net earnings | 0.0 | | 0.0 | | | 0.0 | | 670.8 | | 0.0 | | | 670.8 | | (0.4) | | 670.4 | |

| expense | 0.0 | | 0.0 | | | 34.7 | | 0.0 | | 0.0 | | | 34.7 | | 0.0 | | 34.7 | |

| Acquisition of noncontrolling | | | | | | | | | | | | | | | | | | |

| interest | 0.0 | | 0.0 | | | 0.0 | | 0.0 | | 0.0 | | | 0.0 | | 23.1 | | 23.1 | |

| expense | 0.0 | | 0.0 | | | 41.1 | | 0.0 | | 0.0 | | | 41.1 | | 0.0 | | 41.1 | |

| net of shares withheld for taxes | 0.2 | | 0.2 | | | (22.0) | | 0.0 | | 0.0 | | | (21.8) | | 0.0 | | (21.8) | |

| Purchase and retirement of | | | | | | | | | | | | | | | | | | |

| expense | 0.0 | | 0.0 | | | 63.2 | | 0.0 | | 0.0 | | | 63.2 | | 0.0 | | 63.2 | |

In connection with our acquisition of U.S. Concrete in 2021, we obtained an 88% controlling interest in the Orca Sand and Gravel Limited Partnership (Orca).

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GOODWILL IMPAIRMENT

| Balance Sheets | | | | | |

| | | |

| --- | --- | --- |

| 2024 | $ 48.9 | |

| 2025 | 32.2 | |

| 2026 | 20.8 | |

| 2027 | 11.0 | |

| 2028 | 5.5 | |

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| | | *Unrecognized* | | | *Expected* | |