Vulcan Materials 10-K 2025-12-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

þ			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2025

OR

o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From to

Commission file number 001-33841

VULCAN MATERIALS COMPANY

(Exact Name of Registrant as Specified in Its Charter)

New Jersey (State or other jurisdiction of incorporation or organization)			20-8579133 (I.R.S. Employer Identification No.)
1200 Urban Center Drive, Birmingham, Alabama (Address of Principal Executive Offices)			35242 (Zip Code)

(205) 298-3000

(Registrant’s telephone number, including area code)

Securities Registered Pursuant To Section 12(b) Of The Act:

Title of each class			Trading Symbol			Name of each exchange on which registered
Common Stock, $1 par value			VMC			New York Stock Exchange

Securities Registered Pursuant To Section 12(g) Of The Act: None

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

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.

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			þ			Accelerated filer			o			Smaller reporting company			o
Non-accelerated filer			o									Emerging growth company			o

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. o

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. 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

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

The aggregate market value of voting and non-voting common stock held by non-affiliates amounted to $34,416,549,004 as of June 30, 2025.

There were 130,580,384 shares of common stock, $1.00 par value, outstanding as of February 11, 2026.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s annual proxy statement for the annual meeting of its shareholders to be held on May 8, 2026 are incorporated by reference into Part III of this Annual Report on Form 10-K.

VULCAN MATERIALS COMPANY

Annual Report On Form 10-K

Fiscal Year Ended December 31, 2025

CONTENTS

Part I			Item 1.			Business			3
Item 1A.			Risk Factors			21
			Item 1B.			Unresolved Staff Comments			25
			Item 1C.			Cybersecurity			25
			Item 2.			Properties			27
			Item 3.			Legal Proceedings			32
			Item 4.			Mine Safety Disclosures			32
						Information about our Executive Officers			33
Part II			Item 5.			Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			35
			Item 6.			[Reserved]			35
			Item 7.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			36
			Item 7A.			Quantitative and Qualitative Disclosures about Market Risk			69
			Item 8.			Financial Statements and Supplementary Data			70
						Consolidated Statements of Comprehensive Income			72
						Consolidated Balance Sheets			73
						Consolidated Statements of Cash Flows			74
						Consolidated Statements of Equity			75
						Notes to Consolidated Financial Statements			76
			Item 9.			Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			127
			Item 9A.			Controls and Procedures			127
			Item 9B.			Other Information			129
			Item 9C.			Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			129
Part III			Item 10.			Directors, Executive Officers and Corporate Governance			130
Item 11.			Executive Compensation			130
			Item 12.			Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			130
			Item 13.			Certain Relationships and Related Transactions, and Director Independence			130
			Item 14.			Principal Accountant Fees and Services			130
Part IV			Item 15.			Exhibits and Financial Statement Schedules			131
Item 16.			Form 10-K Summary			134
						Signatures			135

Unless otherwise stated or the context otherwise requires, references in this report to “Vulcan,” the “Company,” “we,” “our,” or “us” refer to Vulcan Materials Company and its consolidated subsidiaries.

Form 10-K			i

Part I

“SAFE HARBOR” STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Certain of the matters and statements made herein or incorporated by reference into this report constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. All such statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements reflect our intent, belief or current expectation. Often, forward-looking statements can be identified by the use of words, such as “anticipate,” “may,” “believe,” “estimate,” “project,” “expect,” “intend” and words of similar import. In addition to the statements included in this report, we may from time to time make other oral or written forward-looking statements in other filings under the Securities Exchange Act of 1934 or in other public disclosures. Forward-looking statements are not guarantees of future performance, and actual results could differ materially from those indicated by the forward-looking statements. All forward-looking statements involve certain assumptions, risks and uncertainties that could cause actual results to differ materially from those included in or contemplated by the statements. These assumptions, risks and uncertainties include, but are not limited to:

• general economic and business conditions

• our dependence on the construction industry, which is subject to economic cycles

• the timing and amount of federal, state and local funding for infrastructure

• changes in the level of spending for private residential and private nonresidential construction

• changes in our effective tax rate

• domestic and global political, economic or diplomatic developments

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

• the impact of the state of the global economy on our businesses and financial condition and access to capital markets

• international business operations and relationships, including actions taken by the Mexican government with respect to our property and operations in that country

• the highly competitive nature of the construction industry

• a pandemic, epidemic or other public health emergency

• the impact of future regulatory or legislative actions, including those relating to climate change, biodiversity, land use, wetlands, greenhouse gas emissions, the definition of minerals, tax policy and domestic and international trade

• the outcome of pending legal proceedings

• pricing of our products

• weather and other natural phenomena, including the impact of climate change and availability of water

• availability and cost of trucks, railcars, barges and ships, as well as their licensed operators, for transport of our materials

• energy costs

• costs of hydrocarbon-based raw materials

• healthcare costs

• labor relations, shortages and constraints

• the amount of long-term debt and interest expense we incur

• changes in interest rates

• volatility in pension plan asset values and liabilities, which may require cash contributions to the pension plans

• the impact of environmental cleanup costs and other liabilities relating to existing and/or divested businesses

• our ability to secure and permit aggregates reserves in strategically located areas

• our ability to identify, close and successfully integrate acquisitions

• the effect of changes in tax laws, guidance and interpretations

• significant downturn in the construction industry may result in the impairment of goodwill or long-lived assets

			1			Form 10-K

Part I

• changes in technologies, which could disrupt the way we do business and how our products are distributed

• the risks of open pit and underground mining

• expectations relating to sustainability considerations

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

• the risks set forth in Item 1A “Risk Factors,” Item 3 “Legal Proceedings,” Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Note 12 “Commitments and Contingencies” to the consolidated financial statements in Item 8 “Financial Statements and Supplementary Data,” all as set forth in this report

• other assumptions, risks and uncertainties detailed from time to time in our filings made with the Securities and Exchange Commission

All forward-looking statements are made as of the date of filing or publication. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law. Investors are cautioned not to rely unduly on such forward-looking statements when evaluating the information presented in our filings, and are advised to consult any of our future disclosures in filings made with the Securities and Exchange Commission and our press releases with regard to our business and consolidated financial position, results of operations and cash flows.

OUR MISSION

We are the company we are today thanks to the positive actions of our employees. We believe that doing the right thing is good for our business, our environment and our society. That’s our commitment.

Our Mission

Provide quality products and services that consistently exceed our customers’ expectations.

Be responsible stewards with respect to safety and the environmental impact of our operations and products.

Drive value and superior returns for our customers, employees, communities and shareholders.

• We maintain the highest degree of respect for people — for their dignity, talents and interests. We believe that empowering, mentoring, training and rewarding our people helps create a highly engaged workforce, happy people and sustainable, long-term value.

• We act fairly and honorably to earn the respect and trust of all parties with whom we interact. We hold ourselves to high ethical standards, including abiding by both the letter and spirit of the laws and regulations related to our business.

• We are committed to excellence in all of our activities. We value innovation. We strive to maintain a position of leadership in all of our businesses.

			DOING THE RIGHT THING, THE RIGHT WAY, AT THE RIGHT TIME. IT’S THE VULCAN WAY.

Form 10-K			2

Part I

| Business | | |

Vulcan Materials Company operates primarily in the U.S. and is the nation’s largest supplier of construction aggregates (mainly crushed stone, sand and gravel) and a major producer of aggregates-intensive downstream products such as asphalt mix and ready-mixed concrete. Delivered by trucks, ships, barges and trains, we provide the materials needed for the infrastructure that maintains and expands the U.S. economy. Our products are essential for building homes, offices, data centers, places of worship, schools, hospitals and factories, as well as vital infrastructure including highways, bridges, roads, ports and harbors, water systems, campuses, dams, airports and rail networks. During the year ended December 31, 2025, we had 425 active aggregates facilities as shown below.

Production and sales are currently halted at our Calica operations in Mexico and our Puerto Cortés operations in Honduras. For additional information regarding our Calica operations, see Note 12 “Commitments and Contingencies” in Item 8 “Financial Statements and Supplementary Data.”

Additionally, we further serve our customers through our 71 asphalt facilities and 76 concrete facilities located in Alabama, Arizona, California, Maryland, New Mexico, Tennessee, Texas, Virginia, the U.S. Virgin Islands and Washington D.C.

			3			Form 10-K

Part I

Our top ten revenue producing states accounted for 90% of our 2025 revenues while our top five accounted for 63%.

Vulcan’s Top Ten Revenue Producing States in 2025
1.			California			6.			North Carolina
2.			Texas			7.			Florida
3.			Georgia			8.			Alabama
4.			Tennessee			9.			South Carolina
5.			Virginia			10.			Arizona

BUSINESS STRATEGY

Our strategy and competitive advantage are based on our strength in aggregates, which are used in most types of construction and in the production of asphalt mix and ready-mixed concrete. Our strategy for long-term value creation is built on: (1) an aggregates-led business, (2) a discipline of durable growth, (3) a holistic approach to land management, and (4) our commitment to safety, health and the environment.

**1.**Aggregates Focus

Demand for our products is dependent on construction activity and correlates positively with changes in population, employment and household formations. As such, we have pursued a strategy to increase our presence in U.S. metropolitan areas that are expected to grow the most rapidly and to divest assets that are no longer considered part of our long-term growth strategy. During the next decade (2025 - 2035), Woods & Poole Economics projects that 76% of the U.S. population growth, 75% of new jobs and 73% of household formations will occur in Vulcan-served states. Our coast-to-coast footprint serves 34 of the top 50 highest-growth metropolitan statistical areas in 23 states plus Washington D.C. The close proximity of our aggregates reserves and our production facilities to this projected population growth creates many opportunities to invest capital in high-return projects.

Projected Demographic Growth, 2025 to 2035

in millions

Source: Woods & Poole Economics, Complete Economic and Demographic Data Source (CEDDS) 2025

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 425 active aggregates facilities operated during 2025 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. Additionally, we are able to leverage our size for administrative support, customer service, accounting, procurement, technical support and engineering.

Form 10-K			4

Part I

Our reserves are critical to our long-term success. We currently have 16.6 billion tons of proven and probable aggregates reserves. They are strategically located to economically serve high-growth areas in the United States that are expected to require large amounts of aggregates to meet future construction demand. Moreover, there are significant barriers to entry in many metropolitan markets due to stringent zoning and permitting regulations. These restrictions curtail expansion in certain areas, but they also increase the value of our reserves at existing locations.

While aggregates are the core of our business, complementary aggregates-intensive asphalt mix and ready-mixed concrete products in select markets support our aggregates-driven returns throughout the cycle.

**2.**Durable Growth

Our durable growth is generated by organic growth in our existing business as well as inorganic growth through mergers and acquisitions, supplemented with greenfield developments. The ability to grow our organic aggregates unit profitability throughout the cycle supports solid cash generation and our two-pronged approach of both enhancing our core and expanding our reach to drive earnings growth.

ENHANCING OUR CORE: We drive organic growth and differentiate ourselves from other aggregates producers through our strategic disciplines, the Vulcan Way of Selling (Commercial Excellence & Logistics Innovation) and the Vulcan Way of Operating (Operational Excellence & Strategic Sourcing). By focusing on consistent execution, production efficiency and controlling costs, we provide the highest quality material and the best service to our customers. Expanding on these strategic disciplines:

• Commercial Excellence — We place great emphasis on the unique characteristics of each geographic market, and we interact with our customers accordingly. We leverage our coast-to-coast presence, sharing best practices and real-time, forward-looking metrics with our sales teams to drive high quality discussions, value selling and improved solutions for our customers. We have clearly defined roles and responsibilities which enable our sales teams to spend less time on non-selling activities and more time responding to our customers’ needs.

• Logistics Innovation — Our industry-leading logistics team manages the shipments of nearly half of our products. Our logistics systems produce real-time information including on-site and mobile visibility to orders, deliveries and digital shipping records. Partnering with our customers (truck drivers and contractors), our bundled logistics solutions enable streamlined scheduling, speed and accuracy of delivery, as well as efficient back-office processes.

• Operational Excellence — We strive for continuous and sustainable improvements in our operating disciplines and our industr

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| Risk Factors | | |

The following risks could materially and adversely affect our business, financial condition and results of operations, and cause the trading price of our common stock to decline. This list does not identify all risks that we face; our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial. Due to risks and uncertainties, known and unknown, our past financial results may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. You should also refer to the other information set forth in this Annual Report on Form 10-K, including Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 8 “Financial Statements and Supplementary Data.”

Economic/Political Risks

Our business is dependent on the construction industry and is subject to economic cycles — Our products are principally sold to the U.S. construction industry. Construction spending is affected by general economic conditions, changes in interest rates, demographic shifts, industry cycles, employment levels, inflation and other business, economic and financial factors, any of which could contribute to a downturn in construction activities or spending in Vulcan-served markets. A downturn in Vulcan-served markets, particularly in our top revenue-generating markets, could have a material adverse effect on our business, financial condition and results of operations.

Our business is dependent on the timing and amount of federal, state and local funding for infrastructure — Our products are used in a variety of public infrastructure projects that are funded and financed by federal, state and local governments. In November 2021, the IIJA, which included a five-year road, bridge and public transportation program reauthorization at record levels, was signed into law. This federal highway program, as well as funding for other aggregates-intensive public infrastructure, will support demand for our products for several years to come. However, given the time to set up new federal programs, varying state and local budgetary situations and the stages of projects, we cannot be entirely assured of the existence, amount and timing of appropriations for future public infrastructure projects.

We are subject to various risks arising from our international business operations and 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. We are also subject to both the risks of conducting international business and the requirements of the Foreign Corrupt Practices Act of 1977 (FCPA) associated with our aggregates production facilities including those located in British Columbia, Canada; Puerto Cortés, Honduras; and Quintana Roo, Mexico. 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, 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. In recent years, the Mexican government has taken actions that adversely affect our property and operations in Mexico, including arbitrary shutdown orders to immediately cease underwater quarrying and extraction operations. We continue to vigorously pursue all lawful avenues available to us in order to protect our rights, under both Mexican and international law.

Operations, Growth and Competitive Risks

Within our local markets, we operate in a highly competitive industry — The construction aggregates industry is highly fragmented with a large number of independent local producers in a number of our markets. Additionally, in most markets, we also compete against large private and public companies, some of which are significantly vertically integrated. This significant competition 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 substitutes — Recycled concrete and asphalt are increasingly being used in a number of our markets, particularly urban markets, as a substitute for aggregates. The expanded use of recycled concrete and asphalt could cause a significant reduction in the demand for aggregates.

			21			Form 10-K

Part I

Our long-term success depends upon securing and permitting aggregates reserves in strategically located areas — Construction aggregates have a high weight-to-price ratio, and transportation costs can quickly exceed the cost of the aggregates. Therefore, except for geographic regions that do not possess commercially viable deposits of aggregates and are served by rail, barge or ship, the markets for our products tend to be localized around our quarry sites and are served by truck. New quarry sites often take years to develop, so our strategic planning and new site development must stay ahead of actual growth. Additionally, in a number of urban and suburban areas in which we operate, it is increasingly difficult to permit new sites or expand existing sites due to community resistance. Therefore, our future success is dependent, in part, on our ability to accurately forecast future areas of high growth in order to locate optimal facility sites and on our ability to secure operating and environmental permits to operate at those sites.

Our future growth depends in part on acquiring and successfully integrating other businesses in our 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, developing and executing integration plans for acquired businesses, and retaining the customers and partners of acquired businesses following their acquisition. 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.

Our aggregates operations are subject to the risks of open pit and underground mining — Aggregates mining involves risks such as pit wall failures, pillar or ceiling collapse, flooding, and seismic events related to geologic conditions and our mining activities. Any ground control event could lead to serious injuries, loss of life, equipment damage, production delays or cessation, and increased operating costs.

Financial/Accounting Risks

Our industry is capital intensive, resulting in significant fixed and semi-fixed 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. Therefore, it is important that our capital allocation decisions are properly informed and our capital deployment is well planned and executed. 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.

A deterioration in our credit ratings and/or the state of the capital markets could negatively impact the cost and/or availability of financing — We currently have $4,362.1 million of debt with maturities between 2027 and 2054. We expect to finance acquisitions with a combination of cash flows from existing operations, additional debt and/or additional equity. The mix of financing sources for acquisitions will be situationally dependent.

A deterioration in our credit ratings, regardless of the cause, could limit our debt financing options and increase the cost of such debt financing. While we do not anticipate a credit ratings downgrade and plan to manage our capital structure consistent with investment-grade credit metrics, we cannot assure our current credit ratings.

A deterioration in the state of the capital markets, regardless of our credit ratings, could impact our access to and/or cost of new debt or equity capital.

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

• goodwill impairment

• impairment of long-lived assets excluding goodwill

• business combinations and purchase price allocation

• pension and other postretirement benefits

• environmental compliance costs

• claims and litigation including self-insurance

• income taxes

Additionally, the calculation of mineral resources and reserves are estimates and depend upon geological interpretation and statistical inferences or assumptions drawn from drilling and sampling analysis. These estimates are subject to uncertainty due to factors that include the inherent variability of the deposit and recoverability of saleable material in the mining process. If we used different estimates and assumptions or used different ways to determine these estimates, our financial results could differ.

These estimates and assumptions could change significantly in the future and could adversely affect our financial position, results of operations or cash flows.

Form 10-K			22

Part I

Our effective tax rate is subject to change — Factors that may increase our future effective tax rate include, but are not limited to: governmental authorities increasing statutory income tax rates or eliminating deductions (particularly the depletion deduction) or credits; the mix of jurisdictions in which our earnings are taxed and the mix of earnings from depletable versus non-depletable businesses; changes in the valuation of our deferred tax assets and liabilities; the effect our stock price has with regard to excess tax benefits from share-based compensation; adjustments to estimated taxes upon finalization of various income tax returns; the resolution of issues arising from income tax audits with various tax authorities; and the interpretation of income tax laws and/or administrative practices.

Legal/Regulatory Compliance Risks

Our operations are subject to changes in legal requirements and governmental policies — Our operations are affected by numerous federal, state and local laws and regulations, including those related to zoning, land use and environmental matters. In addition, our operations require numerous governmental approvals and permits, which often require us to make significant capital and operating expenditures to comply with the applicable requirements. Stricter laws and regulations, or more stringent interpretations of existing laws or regulations, may impose new liabilities, taxes or tariffs on us; reduce operating hours; require additional investment by us in pollution control equipment; create restrictions on our products; impede our access to reserves or hamper the opening of new, or the expansion of existing, plants or facilities.

We are involved in certain environmental matters and other legal proceedings — We are involved in environmental investigations and cleanups at sites that we own or owned, where we operate or have operated or where we sent materials for recycling or disposal, as well as related offsite investigations and cleanups. We are also involved in several other complex, non-environmental, legal proceedings. As required by GAAP, we establish reserves when a loss is determined to be probable and the amount can be reasonably estimated. Our assessment of probability and loss estimates are based on the facts and circumstances known to us at a particular point in time. Subsequent developments related to these matters may affect our assessment and estimates of loss contingency. For a description of our current significant legal proceedings and environmental matters, see Note 12 “Commitments and Contingencies” in Item 8 “Financial Statements and Supplementary Data.”

Climate change legislation or regulations may adversely impact our business — A number of governmental bodies have enacted, introduced or are contemplating legislative and regulatory change in response to the potential impacts of climate change. Such introduced or contemplated legislation or regulation, if enacted, potentially could include provisions for a “cap and trade” system of allowances and credits or a carbon tax, among other provisions, and adversely impact the availability and/or cost of purchased electricity.

Expectations relating to sustainability 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 sustainability considerations relating to businesses, including climate change and greenhouse gas emissions, and human capital matters. In addition, we make statements about our sustainability goals and initiatives through our sustainability report, our other non-financial reports, information provided on our website, press releases and other communications. Responding to these sustainability considerations and implementing these goals and initiatives involves risks and uncertainties, requires investments, and depends in part on third-party performance or data that is outside our control. We cannot guarantee that we will achieve our announced sustainability goals and initiatives. In addition, some stakeholders may disagree with our goals and initiatives, and the focus and views of stakeholders may change and evolve over time or vary depending on the jurisdictions in which we operate. Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with related federal, state or international laws and regulations, or meet evolving, varied and, at times, conflicting stakeholder expectations and standards could result in legal and regulatory proceedings against us.

We may incur material costs and losses as a result of claims that our products do not meet regulatory requirements or contractual specifications — Our operations involve providing products that must meet building code or other regulatory requirements and contractual specifications for durability, stress-level capacity, weight-bearing capacity and other characteristics. If we fail to provide products meeting these requirements and specifications, product liability claims may arise against us. We have resolved certain claims of this kind, but there are currently open claims, and we expect future claims, some of which may exceed our product liability insurance coverage.

			23			Form 10-K

Part I

Personnel Risks

Our future success depends upon attracting and retaining qualified personnel, particularly in sales and 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 operations — Labor unions represent approximately 11% of our workforce. Disputes with our trade unions, or the inability to renew our labor agreements, may lead to strikes or other actions that could disrupt our business operations.

General Risk Factors

We are dependent on information technology systems (our own and those of our service providers), and these systems contain non-public data about our business, employees, suppliers and customers — The protection of our information technology systems and the data contained therein is critical to us. We leverage these systems and data to support the performance of our business processes, to enhance accuracy and security, and to improve productivity and analytics capabilities, among other uses. Additionally, we have started to assess and use artificial intelligence (AI) technology to drive further business value. We have a dedicated information security team that executes our information security program and routinely tests the security of our applications, networks, databases, etc. While we have security measures and technology in place designed to protect proprietary or classified information about our business, employees, suppliers and customers, there can be no assurance that our efforts will prevent all threats to our information technology systems (or those of our service providers). In addition, the rapid evolution and increased adoption of AI and machine learning technologies may intensify our cybersecurity risks. Because the techniques used to obtain unauthorized access or sabotage information technology systems change frequently, become more sophisticated and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. The loss of use of information technology systems (whether ours or our service providers), regardless of the cause, could disrupt our business operations. The failure to keep secure the confidential and sensitive data about our business, employees, suppliers and customers (regardless of the reason for such failure); identify or resolve deficient, inaccurate or biased outputs from the use of AI; or 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 can, and climate change may, materially affect our 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. Inclement weather affects both our ability to produce and distribute our products and affects our customers’ short-term demand because their work also can be hampered by weather. Potential impacts of climate change include disruption in production and product distribution due to impacts from major storm events, shifts in regional weather patterns and intensities, availability of energy and/or water, and sea level changes. A number of our facilities are located in desert climates, and while we have not experienced any significant shortages of energy or water in the past, we cannot guarantee that we will not in the future. Furthermore, public expectations for addressing climate change could result in increased energy, transportation and raw material costs and may require us to make additional investments in facilities and equipment.

Our product distribution is multi-modal and often dependent upon third-party providers — Our products are distributed either by truck to local markets or by rail, barge or oceangoing vessel to remote markets. The distribution and cost of distribution could be negatively affected by factors such as rail service interruptions or rate increases, tariffs, rising fuel costs, truck/railcar/barge shortages, truck driver and rail crew shortages, capacity constraints and minimum tonnage requirements.

The production of our products is dependent upon the supply chain for several key inputs — In our production and distribution processes, we consume significant amounts of electricity, diesel fuel, liquid asphalt and other petroleum-based resources. Additionally, we operate significant amounts of fixed and mobile equipment that require regular maintenance and replacement of parts. The availability and pricing of these resources are subject to market forces.

Form 10-K			24

Part I

| Unresolved Staff Comments | | |

We have not received any written comments from the Securities and Exchange Commission staff regarding our periodic or current reports under the Exchange Act of 1934 that remain unresolved.

| Cybersecurity | | |

We have a cross-departmental approach to addressing cybersecurity risk, including input from employees and our Board of Directors (the Board). The Board, Audit Committee, senior management and our Risk Management Committee (a 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. Our cybersecurity risk management program leverages the National Institute of Standards and Technology (NIST) framework, which organizes cybersecurity risks into five categories: identify, protect, detect, respond and recover. We regularly assess the threat landscape and take a holistic view of cybersecurity risks, with a layered cybersecurity strategy based on prevention, detection and mitigation. Key enterprise-level cybersecurity risks are incorporated into the Risk Management Committee’s framework and are assessed throughout the year. In addition, our information technology general controls are assessed on an annual basis. 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. These policies go through an internal review process and are approved by appropriate members of management.

Our Chief Information Officer is responsible for developing and implementing our information security program and reporting on cybersecurity matters to the Board. Our Chief Information Officer has served in this role since April 2022 and has over 30 years of experience in Information Technology. He earned a bachelor’s degree in Computer Science and a master’s degree in Information Technology. We view cybersecurity as a shared responsibility, and we periodically perform simulations and tabletop exercises at a management level and incorporate external resources and advisors as needed. All employees with computer access are asked to complete cybersecurity training at least once per year and have access to more frequent cybersecurity training through an online training platform. We conduct employee phishing tests on a quarterly basis and also require employees in certain roles to complete additional role-based, specialized cybersecurity training.

We have continued to expand investments in IT security, including additional end-user training, using layered defenses, identifying and protecting critical assets, strengthening monitoring and alerting, and engaging experts. We regularly test defenses by performing simulations and drills at both a technical level (including through penetration tests) and by reviewing our operational policies and procedures with third-party experts. At the management level, our IT cybersecurity team regularly monitors cybersecurity threats and alerts and meets to discuss threat levels, trends and remediation. The team regularly collects data on risk areas and conducts an annual risk assessment. Further, we conduct periodic external penetration tests and maturity testing to assess our processes and procedures and the threat landscape. These tests and assessments are useful for maintaining a robust cybersecurity program to protect our investors, customers, employees and vendors. In addition to assessing our own cybersecurity preparedness, we also consider and evaluate cybersecurity risks associated with use of third-party service providers. Our Internal Audit team conducts an annual review of critical third-party hosted applications with a specific focus on any sensitive data shared with third parties. User access reviews of critical hosted applications are required at least annually, and System and Organization Controls (SOC) 1 or SOC 2 reports provided by the vendors are reviewed annually. If a third-party vendor is not able to provide a SOC 1 or SOC 2 report, we take additional steps to assess their cybersecurity preparedness and assess our relationship on that basis. Our program also incorporates continuous monitoring of critical SaaS and Cloud providers. Our assessment of risks associated with use of third-party providers is part of our overall cybersecurity risk management framework.

			25			Form 10-K

Part I

The Audit Committee and the full Board actively participate in discussions with management and among themselves regarding cybersecurity risks. The Audit Committee performs an annual review of our cybersecurity program, which includes discussion of management’s actions to identify and detect threats, as well as planned actions in the event of a response or recovery situation. The Audit Committee’s annual review also includes review of recent enhancements to the Company’s defenses and management’s progress on its cybersecurity strategic roadmap. In addition, the Board receives formal updates from the Chief Information Officer throughout the year. Further, at least annually, the Board receives updates on the Company’s Crisis Management Guide, including its relation to our Cybersecurity Incident Response Plan. To aid the Board with its cybersecurity and data privacy oversight responsibilities, the Board periodically hosts experts for presentations on these topics. For example, the Board has hosted an expert to discuss developments in the cybersecurity threat landscape and to review our performance at our most recent tabletop exercise.

We face a number of cybersecurity risks in connection with our business. Although such risks have not materially affected us, our business strategy, results of operations or financial condition, to date, we have, from time to time, experienced threats to and breaches of our data and systems, including malware and computer virus attacks. 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), and these systems contain non-public data about our business, employees, suppliers and customers” in Item 1A “Risk Factors.”

Form 10-K			26

Part I

| Properties | | |

AGGREGATES

As the largest U.S. supplier of construction aggregates, we have mining properties across the U.S. and in the Bahamas, Canada, Honduras, Mexico and the U.S. Virgin Islands. 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; and previously Puerto Cortés, Honduras and Quintana Roo, Mexico (see the NAFTA Arbitration section in Note 12 “Commitments and Contingencies” in Item 8 “Financial Statements and Supplementary Data”). Our primary focus is serving states and metropolitan markets in the U.S. that are expected to experience the most significant growth in population, households and employment. These three demographic factors are significant drivers of demand for aggregates.

Our mining properties are categorized as follows: (1) Production Stage – properties with reported proven or probable reserves where we are actively mining aggregates, (2) Development Stage – properties with reported proven or probable reserves where we are not actively mining aggregates, and (3) Exploration Stage – properties with no reported reserves. The following map illustrates the location of our 248 aggregates production stage properties and 81 development stage properties. Our 35 aggregates exploration stage properties are excluded from this map.

Production and sales are currently halted at our Calica operations in Mexico and our Puerto Cortés operations in Honduras. For additional information, see Note 12 “Commitments and Contingencies” in Item 8 “Financial Statements and Supplementary Data.”

			27			Form 10-K

Part I

Production stage properties generally include one or more scale houses, office buildings, maintenance shops and processing plants.

Our aggregates resources and reserves are our foundation and fundamental to our success. However, no individual mining property is individually material to our business. As of December 31, 2025, we directly operated substantially all of our aggregates production facilities.

Our aggregates resources and reserves estimates are calculated in accordance with subpart 1300 of Regulation S-K under the Exchange Act. Our proven and probable aggregates reserves may not be comparable to similar information regarding aggregates reserves disclosed in accordance with the guidance of other countries. We conduct ongoing studies of our deposits to optimize economic values and to manage risk.

We revise our mine plans and estimates of proven and probable aggregates reserves as required and in accordance with the latest available studies. Once mine plans are initially established, the ongoing viability of the plan is reviewed regularly with the benefit of hindsight. Discussions between mine planning, operations and management determine the need for adjustments, additional resources, drilling information or other key information. While construction aggregates reserves and resources are relatively consistent, conditions can change with time that require a newly tailored solution. Examples of changes include fluctuations in physical or chemical parameters of the product, sales product shifts, overburden removal or placement management, structural changes, entitlement changes and land additions.

Our estimates of proven and probable aggregates reserves are prepared by and are the responsibility of our employees. The methodology employed takes a systematic approach to collecting sufficient information to estimate the reserves and resources. Each of our reserve and resource bearing properties is evaluated with supporting information to identify its geological, mining and economic viability. The supporting information includes aerial photography, topography, geologic maps, aggregates rock quality information (including core drilling, hand samples, bulk sample testing and/or geophysical data), hydrology, archaeology, biology, property boundary information, zoning information, and relevant municipal and environmental permitting information. The information is collected by experienced mining engineers and geologists who determine the extent of a resource using a combination of methods including ordinary planimetric based measurements to computer aided design 3-dimensional models.

The results of the supporting information are reviewed by various levels of management, including our “qualified person” (as defined by subpart 1300). This qualified person then verifies that the information adheres to regulatory mandated quantification methods. The economic viability of our reserves is evaluated taking into account historical performance of relevant operations and sales forecasts, among other factors.

Measurements of our proven and probable aggregates reserves have inherent risks. These risks include the accuracy and completeness of geologic information, the interpretation of the data, operational execution, market shifts, structural events and the uncertainty of uncovered material. Management and the qualified person work together to assess these risks regularly and amend the reserves assessments with new information as appropriate. New information can yield site changes that require capital expenditures or cause production performance changes that have financial impacts.

Aggregates Resources

Mineral resources are defined as a concentration or occurrence of material of economic interest in or on the earth’s crust in such form, grade or quality, and quantity that there are reasonable prospects for its economic extraction. Mineral resources are classified into three categories, in decreasing level of confidence, as follows:

• 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 reserves.

• 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 reserves.

• 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 reserves.

Form 10-K			28

Part I

Our reported aggregates resources do not include amounts that have been identified as mineral reserves. Our 2025 measured, indicated and inferred aggregates resources are based on an initial assessment using an average sales price assumption ranging from approximately $14.30 to $28.10 per ton depending on the location/market. The table below presents, by division, details of our aggregates resources as of December 31, 2025.

			Aggregates Resources
			millions of tons			Stone 2												Sand & Gravel
			Division 1			Measured (M) Resources			Indicated (I) Resources			Total (M)+(I) Resources						Measured (M) Resources			Indicated (I) Resources			Total (M)+(I) Resources			Total (M)+(I) Resources			Inferred Resources
			Central			1,136.1			1,300.4			2,436.5						7.8			3.9			11.7			2,448.2			760.7
			East			1,666.0			626.0			2,292.0						0.0			0.0			0.0			2,292.0			289.1
			International			0.0			311.1			311.1						0.0			0.0			0.0			311.1			0.0
			Northeast			1,673.9			222.9			1,896.8						31.8			0.0			31.8			1,928.6			25.4
			South			556.6			497.2			1,053.8						32.5			52.4			84.9			1,138.7			384.4
			Southwest			593.0			49.5			642.5						135.1			52.1			187.2			829.7			540.7
			Western			385.1			767.1			1,152.2						198.7			884.3			1,083.0			2,235.2			962.7
			Total			6,010.7			3,774.2			9,784.9						405.9			992.7			1,398.6			11,183.5			2,963.0

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

Central Division — Alabama, Illinois, Kentucky and Tennessee

East Division — South Carolina and North/Central Georgia

International Division — Nova Scotia (Canada), Puerto Cortés (Honduras) and Quintana Roo (Mexico)

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

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

Southwest Division — Arkansas, Florida Panhandle, Louisiana, Mississippi, Oklahoma and Texas

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

2.Stone: amphibolite, argillite, gneiss, granite, limestone, marble, quartzite and sandstone

Aggregates Reserves

Mineral reserves are defined as the economically mineable part of a measured or indicated mineral resource. Mineral reserves are classified into two categories, in decreasing level of confidence, as follows:

• 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 established.

• 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 observation.

Reported proven and probable reserves include only quantities that are owned in fee or under lease and for which all appropriate zoning and permitting have been obtained through permit, contract or grandfathered status. We apply modifying factors to establish the economic viability of the reserves, as follows:

• 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 restrictions.

			29			Form 10-K

Part I

• 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 probable.

• Mining and processing waste are also factored in our computations for proven and probable reserves.

Our 2025 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 $14.30 to $28.10 per ton depending on the location/market.

The table below presents, by division, details of our aggregates reserves and production as of December 31, 2025.

			Aggregates Reserves
			millions of tons			Stone 3												Sand & Gravel
			Division 1			Proven Reserves			Probable Reserves			Total Reserves						Proven Reserves			Probable Reserves			Total Reserves			Total Reserves			2025 2 Production
			Central			3,447.3			1,073.3			4,520.6						4.8			4.2			9.0			4,529.6			50.0
			East 4			1,994.0			487.7			2,481.7						0.0			0.0			0.0			2,481.7			37.4
			International 5			470.9			0.0			470.9						0.0			0.0			0.0			470.9			0.2
			Northeast			2,545.4			1,107.1			3,652.5						69.7			34.3			104.0			3,756.5			44.0
			South			833.7			358.9			1,192.6						167.6			27.3			194.9			1,387.5			28.4
			Southwest			1,572.3			180.1			1,752.4						146.9			0.0			146.9			1,899.3			35.3
			Western			994.6			142.0			1,136.6						460.8			432.8			893.6			2,030.2			32.4
			Total			11,858.2			3,349.1			15,207.3						849.8			498.6			1,348.4			16,555.7			227.7

1.The divisions are defined geographically in the first table within this Item 2 - Properties.

2.Production totals for the two prior years were as follows: 2024 – 224.2 million tons and 2023 – 236.0 million tons.

3.Stone: amphibolite, argillite, gneiss, granite, limestone, marble, quartzite and sandstone.

4.Includes a maximum of 243.8 million tons of reserves encumbered by volumetric production payments as defined in Note 2 “Revenues” in Item 8 “Financial Statements and Supplementary Data.”

5.Includes 407.6 million tons of reserves at our Calica quarry subject to the NAFTA Arbitration disclosed in Note 12 “Commitments and Contingencies” in Item 8 “Financial Statements and Supplementary Data” as well as 63.3 million tons of reserves at our Puerto Cortés quarry at which production and sales are currently halted.

Our current estimate of 16.6 billion tons of proven and probable aggregates reserves reflects an increase of 0.1 billion tons from the prior year’s estimate. Estimates of reserves are of recoverable stone, sand and gravel of suitable quality for economic extraction, based on drilling and studies by our geologists and engineers, recognizing reasonable economic and operating constraints as to maximum depth of overburden and stone excavation, and subject to permit or other restrictions.

Of the 16.6 billion tons of estimated proven and probable aggregates reserves reported at the end of 2025, 13.8 billion tons or 83% are located on production stage properties, and 2.8 billion tons or 17% are located on development stage properties. We do not report aggregates reserves for exploration stage sites.

Of the 16.6 billion tons of aggregates reserves at December 31, 2025, 10.5 billion tons or 63% are located on owned land and 6.1 billion tons or 37% are located on leased land. Our land portfolio consists of approximately 310,000 acres.

Our Aggregates segment includes a production stage, leased calcium operation located in Brooksville, Florida. This limestone quarry produces a supplement for end-use products such as animal feed and plastics and has an average calcium carbonate content of 97%. As of December 31, 2025, this quarry had 10.3 million tons of proven and probable reserves (there are no mineral resources at this quarry).

Form 10-K			30

Part I

In addition to our aggregates mining properties, we operate aggregates sales yards, recycled concrete plants and landfill sites. The table below presents, by division, the count of active aggregates facilities and the types of facilities operated during the year ended December 31, 2025.

			Count of Active Aggregates Operating Facilities
						Production Stage Mining Properties 1												Recycle and Landfill Sites
			Division 2			Stone			Sand & Gravel			Total			Sales Yards			Total
			Central			75			1			76			7			14			97
			East			36			0			36			7			2			45
			International			1			0			1			0			0			1
			Northeast			39			5			44			27			12			83
			South			15			8			23			21			0			44
			Southwest			22			11			33			39			2			74
			Western			16			19			35			6			36			77
			Total			204			44			248			107			66			421

1.The facility counts above only include mining properties with production in the current year (for example, mining properties with sales from existing stockpiles with no current year production are excluded).

2.The divisions are defined geographically in the first table within this Item 2 - Properties.

ASPHALT AND CONCRETE

As of December 31, 2025, we operated a number of facilities producing asphalt mix and ready-mixed concrete in several of our divisions as reflected in the table below:

			Division 1			Asphalt Facilities			Concrete Facilities
			Central 2			14			0
			East			0			0
			International			0			0
			Northeast			0			38
			South			0			1
			Southwest			15			0
			Western			42			37
			Total			71			76

1.The divisions are defined geographically in the first table within this Item 2 - Properties.

2.Asphalt facilities for the Central Division are comprised of constructing paving businesses in addition to asphalt mix facilities.

The asphalt and concrete facilities are able to meet their needs for raw material inputs with a combination of internally sourced and purchased raw materials.

HEADQUARTERS

Our headquarters are located in an office complex in Birmingham, Alabama. The office space consists of approximately 184,000 square feet and is leased through December 31, 2038. The annual rental cost for the current term of the lease is approximately $4.7 million.

			31			Form 10-K

Part I

| Legal Proceedings | | |

We are subject to occasional governmental proceedings and orders pertaining to occupational safety and health or to protection of the environment, such as proceedings or orders relating to noise abatement, air emissions or water discharges. As part of our continuing program of stewardship in safety, health and environmental matters, we have been able to resolve such proceedings and to comply with such orders without any material adverse effects on our business.

We are a defendant in various lawsuits in the ordinary course of business. It is not possible to determine with precision the outcome of, or the amount of liability, if any, under these lawsuits, especially where the cases involve possible jury trials with as yet undetermined jury panels.

We were not subject to any penalties in 2025 for failure to disclose transactions identified by the Internal Revenue Service as abusive under Internal Revenue Code Section 6707A.

See Note 12 “Commitments and Contingencies” in Item 8 “Financial Statements and Supplementary Data” for a discussion of our material legal proceedings.

| Mine Safety Disclosures | | |

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 Exhibit 95 of this report.

Form 10-K			32

Part I

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The names, positions and ages, as of February 19, 2026, of our executive officers are as follows:

			Name			Position			Age
			J. Thomas Hill			Executive Chairman			66
			Ronnie A. Pruitt			Chief Executive Officer			55
			Thompson S. Baker II			President			67
			Mary Andrews Carlisle			Senior Vice President and Chief Financial Officer			45
			Stanley G. Bass			Chief Strategy Officer			64
			Denson N. Franklin III			Senior Vice President, General Counsel and Secretary			62
			Mitesh B. Shah			Senior Vice President, Chief Human Resources Officer			48
			David P. Clement			Senior Vice President, Operations Support, Procurement			65
			Brent P. Goodsell			Senior Vice President, East Region			55
			Jerry F. Perkins Jr.			Chief Administrative Officer			56
			Randy L. Pigg			Vice President, Controller and Principal Accounting Officer			53
			James T. Polomsky			Senior Vice President, West Region			49

The principal occupations of the executive officers during the past five years are set forth below:

J. Thomas Hill was elected Executive Chairman of the Board of Directors effective January 1, 2026. Previously, he served as Chairman of the Board of Directors since January 1, 2016 and served as Chief Executive Officer from July 2014 through December 2025 and President from July 2014 through September 2023. Prior to that, he served as Executive Vice President and Chief Operating Officer from January 2014 to July 2014, and Senior Vice President of the South Region from December 2011 to December 2013. Prior to that, he served in a number of positions with Vulcan including President, Florida Rock Division from September 2010 to December 2011.

Ronnie A. Pruitt was appointed Chief Executive Officer and elected as a member of the Board effective January 1, 2026. Previously, he served as Chief Operating Officer from September 2023 through December 2025. Prior to that, he served as Senior Vice President of the Southwest and Western Divisions. He joined Vulcan as part of Vulcan’s August 2021 acquisition of U.S. Concrete, Inc. He held various leadership roles at U.S. Concrete, including President and Chief Executive Officer from April 2020 to August 2021, President and Chief Operating Officer from April 2019 to April 2020, and Senior Vice President and Chief Operating Officer from October 2015 to April 2019. Prior to joining U.S. Concrete in 2015, he served as the Vice President of Cement Sales of Martin Marietta Materials, Inc. and held various positions at Texas Industries, Inc.

Thompson S. Baker II was elected President effective September 2023 after serving as Chief Operating Officer since May 2019. He previously served as Senior Vice President from March 2017 to April 2019. Prior to that, he served in a number of positions with Vulcan, including President of the Florida Rock Division, before serving as Chief Executive Officer of FRP Holdings, Inc. from October 2010 to March 2017 and President and Chief Executive Officer of Patriot Transportation Holding, Inc. from December 2014 to March 2017.

Mary Andrews Carlisle was appointed Chief Financial Officer effective September 1, 2022. In her prior role as Vice President, Finance, she led a number of key financial, operational and corporate initiatives since March 2020. Ms. Carlisle joined Vulcan in 2006 and has held roles of increasing responsibility in multiple divisions as well as in corporate finance and business development.

			33			Form 10-K

Part I

Stanley G. Bass was elected Chief Strategy Officer in March 2021 after serving as Chief Growth Officer since February 2016. He served as Senior Vice President of the Western and Mountain West Divisions from January 2015 to February 2016, and Senior Vice President of the West Region from September 2013 to December 2014. Prior to that, he served as Senior Vice President of the Central and West Regions from February 2013 to September 2013 and Senior Vice President of the Central Region from December 2011 to February 2013. Prior to that, he served in a number of positions with Vulcan including President, Midsouth and Southwest Divisions from September 2010 to December 2011.

Denson N. Franklin III joined Vulcan in December 2019 as Senior Vice President, General Counsel and Secretary. Prior to that, he was a partner at Bradley Arant Boult Cummings LLP, a law firm based in Birmingham, Alabama. While at Bradley, he served as Vulcan’s primary outside counsel for more than 20 years and advised other companies in the construction materials, building and engineering industries.

Mitesh B. Shah is Senior Vice President and Chief Human Resources Officer. He joined Vulcan in 2019 as Deputy General Counsel. Prior to his current position, Mr. Shah was President of the Southern and Gulf Coast Division. Prior to joining Vulcan, Mr. Shah was a partner at Maynard Nexsen PC, a law firm based in Birmingham, Alabama.

David P. Clement is Senior Vice President of Operations Support and Strategic Sourcing. He previously served as Senior Vice President of the Central Division since August 2021 and, prior to that role, served as Senior Vice President of the Mountain West and Western Divisions since March 2020. He first joined the organization as an operations management trainee in 1983 and progressed to the position of Area Production Manager in 1993. After spending a few years at Pioneer Mid-Atlantic and working as a consultant, he rejoined Vulcan in 2004 as Vice President and General Manager of the former Midwest Division. He has held the positions of Vice President of Operations for the Midwest Division, Vice President and General Manager of the Central Region, Senior Vice President of the Central Region and President of the Central Division.

Brent P. Goodsell serves as Senior Vice President - East Region. He joined Vulcan in 2021 as President of the Central Division. He began his career in his family-owned waste management business which was acquired by Republic Services in 1999. Mr. Goodsell held numerous leadership positions of increasing responsibility within Republic Services, including 10 years as an Area President.

Jerry F. Perkins Jr. is Chief Administrative Officer. He previously served as Senior Vice President of Business Development, Commercial Excellence, Land and Logistics since March 2024. Prior to that role, he served as Senior Vice President of the Southern Gulf Coast and Mountain West Divisions since August 2021 and, prior to that role, served as Senior Vice President of the Southern Gulf Coast and Southwest Divisions since March 2020. Prior to that role, he was President of the Southern and Gulf Coast Division. He also served as General Counsel and Corporate Secretary and held various legal leadership roles for Vulcan. Before joining Vulcan in 2002, he worked as a certified public accountant (CPA) at a global accounting firm and was an attorney with Burr & Forman LLP in Birmingham, Alabama.

Randy L. Pigg was elected Vice President, Controller and Principal Accounting Officer in April 2018. He served as Vice President, Accounting since June 2016, and prior to that served as Director, Financial Shared Services since April 2014. Prior to that, he served in a number of positions with Vulcan, including Manager, Financial Research & Reporting and Finance Director of the Central Region.

James T. Polomsky serves as Senior Vice President - West Region. Mr. Polomsky joined Vulcan in 2007 as a Business Analyst in the former Midwest Division. Since that time, he has held various positions including Transportation Services Manager, Project Manager, National Account Sales Manager, Vice President of Sales, and Vice President & General Manager. Mr. Polomsky was promoted to the position of President of the Western Division in 2020.

Form 10-K			34

Part II

| Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | |

Our common stock is traded on the New York Stock Exchange (ticker symbol VMC). As of February 11, 2026, the number of shareholders of record was 1,877.

Purchases of our equity securities during the quarter ended December 31, 2025 are summarized below.

			Period			Total Number of Shares Purchased						Average Price Paid Per Share						Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs						Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs 1
			October 1 - October 31, 2025			0						$	0.00					0						6,647,118
			November 1 - November 30, 2025			1,374,441						$	291.17					1,374,441						5,272,677
			December 1 - December 31, 2025			0						$	0.00					0						5,272,677
			Total			1,374,441						$	291.17					1,374,441

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, 2025, there were 5,272,677 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.

We did not have any unregistered sales of equity securities during the fourth quarter of 2025.

| [Reserved] | | |

			35			Form 10-K

Part II

| Management's Discussion and Analysis of Financial Condition and Results of Operations | | |

The objective of our management’s discussion and analysis is to help investors understand our operations and current business environment from the perspective of our management. The following discussion should be read in conjunction with the consolidated financial statements and the accompanying notes contained in this Annual Report. The following generally includes a comparison of our results of operations and liquidity and capital resources between 2025 and 2024. For the discussion of changes from 2023 to 2024 and other financial information related to 2023, 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, 2024 filed with the Securities and Exchange Commission on February 20, 2025.

Executive Summary

FINANCIAL SUMMARY FOR 2025

Compared To 2024:

• Total revenues increased $523.4 million, or 7%, to $7,941.1 million

• Gross profit increased $175.0 million, or 9%, to $2,174.6 million

• Selling, administrative and general (SAG) expenses increased 6% to $564.1 million and decreased 10 basis points as a percentage of total revenues

• Operating earnings increased $255.1 million, or 19%, to $1,619.6 million

• Earnings attributable to Vulcan from continuing operations were $8.15 per diluted share, compared to $6.91 per diluted share

• Adjusted earnings attributable to Vulcan from continuing operations were $8.00 per diluted share, compared to $7.53 per diluted share

• Net earnings attributable to Vulcan were $1,076.7 million, an increase of $164.8 million, or 18%

• Adjusted EBITDA was $2,323.6 million, an increase of $266.4 million, or 13%

• Aggregates segment sales increased $347.6 million, or 6%, to $6,297.2 million

• Aggregates segment freight-adjusted revenues increased $349.2 million, or 8%, to $4,985.4 million

• Shipments increased 3%, or 6.9 million tons, to 226.8 million tons

• Freight-adjusted sales price increased 4.3%, or $0.90 per ton, to $21.98

• Aggregates segment gross profit increased $148.1 million, or 8%, to $1,964.8 million

• Unit profitability (as measured by gross profit per ton) increased 5% to $8.66 per ton

• Unit profitability (as measured by cash gross profit per ton) increased 7% to $11.33 per ton

• Asphalt and Concrete segment sales increased $241.9 million, or 13%, to $2,141.0 million, collectively

• Asphalt and Concrete segment gross profit increased $26.9 million, or 15%, to $209.8 million, collectively

• Returned capital to shareholders via dividends of $259.8 million at $1.96 per share versus $244.4 million at $1.84 per share

• Returned capital to shareholders via share repurchases of $438.4 million at $283.82 average price per share compared to $68.8 million at $254.71 average price per share

Our aggregates-led business delivered another year of strong earnings growth and margin expansion. Net earnings attributable to Vulcan increased 18%, Adjusted EBITDA improved 13%, and Adjusted EBITDA margin expanded 160 basis points. Through a consistent focus on commercial and operational execution, we continue to deliver attractive organic growth and expand our industry-leading aggregates gross profit per ton (which increased 5% to $8.66 per ton) and cash gross profit per ton (which increased 7% to $11.33). The resulting strong cash generation, coupled with disciplined M&A and portfolio management, positions us well to continue compounding results and creating value for our shareholders in 2026 and beyond.

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Part II

At year-end 2025, total debt to Adjusted EBITDA was 1.9 times (1.8 times on a net debt basis, reflecting $189.4 million of cash on hand). Our weighted-average debt maturity was 13.7 years, and our total weighted-average effective interest rate was 5.0%. Return on invested capital was 15.7%. Our strong balance sheet and ample liquidity position us well for continued growth.

Adjusted EBITDA, Aggregates segment freight-adjusted revenues, cash gross profit per ton, debt to Adjusted EBITDA and return on invested capital are non-GAAP measures. See the definitions and reconciliations within this Item 7 under the caption “Reconciliation of Non-GAAP Financial Measures.”

MARKET DEVELOPMENTS AND OUTLOOK

As we look to 2026, we are encouraged about the demand backdrop in our markets. We expect continued strength in public construction activity and improving private nonresidential opportunities, a combination that should benefit an already healthy pricing environment. Growing demand, coupled with our Vulcan Way of Selling and Vulcan Way of Operating disciplines, will drive another year of earnings growth and further improvement in our aggregates unit profitability.

Our expectations for 2026 include:

• Continued improvement in Aggregates segment cash gross profit per ton ($11.33 in 2025)

• Total shipments up 1% to 3% (226.8 million tons in 2025)

• Freight-adjusted price improvement of 4% to 6% ($21.98 in 2025)

• Low-single digit increase in freight-adjusted unit cash cost (freight-adjusted price less segment cash gross profit per ton; $10.65 in 2025)

• Total Asphalt and Concrete segment cash gross profit of approximately $290 million ($322 million in 2025); excludes California ready-mixed concrete assets held for sale

• Relative contribution of approximately 85% from the Asphalt segment and 15% from the Concrete segment

• Selling, Administrative and General expenses of $580 million to $590 million ($564 million in 2025)

• Interest expense of approximately $225 million

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

• Depreciation, depletion, accretion and amortization expense of approximately $700 million

• An effective tax rate of 22% to 23%

• Net earnings attributable to Vulcan of $1,100 million to $1,300 million

• Adjusted EBITDA between $2,400 million and $2,600 million

Source: Dodge Data & Analytics

			37			Form 10-K

Part II

KNOWN TRENDS OR UNCERTAINTIES

Inflationary pressures and labor constraints can be factors that impact our operations. Although inflationary pressures can create short-term to medium-term headwinds, the combination of inflation and visibility of demand may create a favorable environment for price increases. Additionally, labor constraints can cause delays and inefficiencies in our operations as well as those of our customers. If labor constraints continue, our operations may proceed at a slower pace, which may effectively extend the recovery while allowing us the opportunity to compound price, control costs and grow earnings.

Our industry is experiencing uncertainty due to rapid changes in global trade policies including announced tariff increases, potential additional tariff increases, potential new or renegotiated bilateral or multilateral trade agreements, and other measures that could restrict international trade. Economic pressures on our customers, including the challenges of inflation and the impact of tariffs and other trade measures, may negatively impact our shipment volumes. We will continue to evaluate the evolving macroeconomic environment to take action to mitigate the impact on our busine

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| Quantitative and Qualitative Disclosures About Market Risk | | |

MARKET RISK

We are exposed to certain market risks arising from transactions that are entered into in the normal course of business. To manage these market risks, we may use derivative financial instruments. We do not enter into derivative financial instruments for trading or speculative purposes.

As discussed in the Liquidity and Financial Resources section of Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” we actively manage our capital structure and resources to balance the cost of capital and risk of financial stress. Such activity includes balancing the cost and risk of interest expense. In addition to floating-rate borrowings, we at times use interest rate swaps to manage the mix of fixed-rate and floating-rate debt.

At December 31, 2025, the estimated fair value of our long-term debt including current maturities was $4,333.7 million compared to a face value of $4,440.6 million. The estimated fair value was determined by averaging several asking price quotes for the publicly traded notes and assuming par value for the remainder of the debt. The fair value estimate is based on information available as of the balance sheet date. The effect of a decline in interest rates of one percentage point would increase the fair value of our debt by approximately $386.7 million.

We are exposed to certain economic risks related to the costs of our pension and other postretirement benefit plans. These economic risks include changes in the discount rate for high-quality bonds and the expected return on plan assets. The impact of a change in these assumptions on our annual pension and other postretirement benefits costs is discussed in greater detail within the Critical Accounting Policies section of this Annual Report.

			69			Form 10-K

Part II

| Financial Statements and Supplementary Data | | |

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Vulcan Materials Company:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Vulcan Materials Company and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, 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, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 19, 2026 expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Hewitt Landfill Environmental Matter – Refer to Note 12 to the Consolidated Financial Statements

Critical Audit Matter Description

The Company is subject to governmental proceedings and orders pertaining to the protection of the environment. Specific to the Hewitt Landfill Environmental Matter, management is engaged in groundwater testing, certain remedial procedures and ongoing dialogue with the Environmental Protection Agency (EPA), Los Angeles Regional Water Quality Control Board (RWQCB), Los Angeles Department of Water and Power (LADWP), and Honeywell. The testing and dialogue is related to the Company’s contribution to soil, soil vapor and/or groundwater contamination in the former Hewitt Landfill in Los Angeles and the potential contribution of the Hewitt Landfill to groundwater contamination in the North Hollywood Operable Unit (NHOU) of the San Fernando Valley Superfund Site.

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Part II

The groundwater treatment system for the Hewitt Landfill on-site remediation is fully operational and the anticipated costs have been fully accrued for based on facts and circumstances known to the Company at this time. The Company has disclosed facts and circumstances that led to the accrual and the inherent uncertainty that exists in the timing and recognition of potential incremental responsibility or share of costs for the Hewitt Landfill on-site remediation or the NHOU, including the demand presented by LADWP subsequent to year end. At this time, the Company cannot reasonably estimate a range of loss pertaining to LADWP’s potential contribution claim. 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 identified the Hewitt Landfill and NHOU (collectively the “Hewitt Landfill Environmental Matter” or “the Matter”) as a critical audit matter because evaluating management’s assertion that they are unable to reasonably estimate a range of loss pertaining to LADWP’s potential contribution claim or potential work completed at the direction of the EPA 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.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the uncertainty in the timing, recognition and disclosure of the Company’s responsibility and potential share of remediation costs, specifically as they relate to the Hewitt Landfill Environmental Matter include the following, among others:

• 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.

• 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:

• Independently obtaining and reading correspondence from the EPA, RWQCB and LADWP regarding the Hewitt Landfill Environmental Matter.

• Evaluating the environmental obligation recognition benchmarks against the recognized loss accruals and management’s ability to reasonably estimate further losses.

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

• 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.

• We read and compared the Company’s footnote disclosure to evidential matter obtained during the audit.

/s/ DELOITTE & TOUCHE LLP

Birmingham, Alabama

February 19, 2026

We have served as the Company’s auditor since 1956.

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| Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | |

None.

| Controls and Procedures | | |

DISCLOSURE CONTROLS AND PROCEDURES

We maintain a system of controls and procedures designed to ensure that information required to be disclosed in reports we file with the SEC is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms. These disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a - 15(e) or 15d - 15(e)), include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer, with the participation of other management officials, evaluated the effectiveness of the design and operation of the disclosure controls and procedures as of December 31, 2025. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025.

We are in the process of implementing a comprehensive enterprise performance management system that will replace our existing financial reporting, management reporting, and budgeting and forecasting systems. The financial reporting phase of this system implementation was completed in the first quarter of 2025, and we expect management reporting to be completed in the first quarter of 2026. The budgeting and forecasting phase of this system implementation is expected to be completed by the end of 2026.

During the fourth quarter of 2024, we completed our acquisitions of Wake Stone and Superior, each of which operated under their own set of systems and internal controls. We completed the process of integrating the Wake Stone and Superior processes to our internal control over financial reporting environment in the fourth quarter of 2025.

No other changes were made during the fourth quarter of 2025 to our internal controls over financial reporting, nor have there been other factors that materially affect these controls.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining an adequate system of internal control over financial reporting as required by the Sarbanes-Oxley Act of 2002 and as defined in Securities Exchange Act Rule 13a-15(f).

Under management's supervision, an evaluation of the design and effectiveness of our internal control over financial reporting was conducted based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025.

Deloitte & Touche LLP, an independent registered public accounting firm, as auditors of our consolidated financial statements, has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2025. Deloitte & Touche LLP's report, which expresses an unqualified opinion on the effectiveness of our internal control over financial reporting, follows this report.

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INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS

Management does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

Report Of Independent Registered Public Accounting Firm – Internal Control Over Financial Reporting

To the shareholders and the Board of Directors of Vulcan Materials Company:

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Vulcan Materials Company and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025 of the Company and our report dated February 19, 2026, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ DELOITTE & TOUCHE LLP

Birmingham, Alabama

February 19, 2026

Form 10-K			128

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| Other Information | | |

SECURITIES TRADING PLANS OF SECTION 16 OFFICERS AND DIRECTORS

During the three months ended December 31, 2025, none of our Section 16 officers or directors adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement as defined in Item 408(a) of Regulation S-K.

| Disclosure Regarding Foreign Jurisdictions That Prevent Inspections | | |

Not applicable.

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Part III

| Directors, Executive Officers and Corporate Governance | | |

On or about March 24, 2026, we expect to file a definitive proxy statement with the Securities and Exchange Commission pursuant to Regulation 14A (our “2026 Proxy Statement”). The information under the headings “Proposal 1 - Election of Directors,” “Corporate Governance – Policies,” “Corporate Governance – Director Nomination Process,” “Corporate Governance – Committees of the Board of Directors” and “General Information - Delinquent Section 16(a) Reports” included in our 2026 Proxy Statement is incorporated herein by reference. See also the information about our executive officers and governance policies set forth above in Part I of this report.

| Executive Compensation | | |

The information under the headings “Compensation Discussion and Analysis,” “Director Compensation,” “Executive Compensation,” “Corporate Governance – Compensation & Human Capital Committee Interlocks and Insider Participation,” and “Compensation & Human Capital Committee Report” included in our 2026 Proxy Statement is incorporated herein by reference.

| Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | |

The information under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plans” included in our 2026 Proxy Statement is incorporated herein by reference.

| Certain Relationships and Related Transactions and Director Independence | | |

The information under the headings “Corporate Governance – Director Independence” and “Corporate Governance – Transactions with Related Persons” included in our 2026 Proxy Statement is incorporated herein by reference.

| Principal Accountant Fees and Services | | |

The information under the heading “Independent Registered Public Accounting Firm” included in our 2026 Proxy Statement is incorporated herein by reference.

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Part IV

| Exhibits and Financial Statement Schedules | | |

(a) (1) Financial statements

The following financial statements are included herein on the pages shown below:

						Page Reference
			Report of Independent Registered Public Accounting Firm (PCAOB ID 34)			70 – 71
			Consolidated Statements of Comprehensive Income			72
			Consolidated Balance Sheets			73
			Consolidated Statements of Cash Flows			74
			Consolidated Statements of Equity			75
			Notes to Consolidated Financial Statements			76 – 126

(a) (2) Financial statement schedules

Financial statement schedules are omitted because of the absence of conditions under which they are required or because the required information is provided in the financial statements or notes thereto.

Financial statements (and summarized financial information) of 50% or less owned entities accounted for by the equity method have been omitted because they do not, considered individually or in the aggregate, constitute a significant subsidiary.

(a) (3) Exhibits

Exhibit 3(a)			Certificate of Incorporation (Restated 2007) of the Company (formerly known as Virginia Holdco, Inc.), filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K on November 16, 2007 1
Exhibit 3(b)			Amended and Restated By-Laws of the Company (as amended through December 9, 2022) filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 12, 2022 1
Exhibit 4(a)			Senior Debt Indenture, dated as of December 11, 2007, between the Company and Wilmington Trust Company, as Trustee, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K on December 11, 2007 1
Exhibit 4(b)			First Supplemental Indenture, dated as of December 11, 2007, between Vulcan Materials Company and Wilmington Trust Company, as Trustee, to that certain Senior Debt Indenture, dated as of December 11, 2007, between the Company and Wilmington Trust Company, as Trustee, filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K on December 11, 2007 1
Exhibit 4(c)			Sixth Supplemental Indenture, dated March 14, 2017, between the Company and Regions Bank, as Trustee, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 14, 2017 1
Exhibit 4(d)			Seventh Supplemental Indenture, dated as of June 15, 2017, between Vulcan Materials Company and Regions Bank, as Trustee, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 15, 2017 1
Exhibit 4(e)			Ninth Supplemental Indenture, dated as of May 18, 2020, between Vulcan Materials Company and Regions Bank as Trustee, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 18, 2020 1

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Exhibit 4(f)			Eleventh Supplemental Indenture, dated as of November 20, 2024, between Vulcan Materials Company and Regions Bank as Trustee, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on November 20, 2024
Exhibit 4(g)			Indenture, dated as of February 23, 2018, between Vulcan Materials Company and Regions Bank, as Trustee, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 26, 2018 1
Exhibit 4(h)			Description of Securities, filed as Exhibit 4(o) to the Company’s Annual Report on Form 10-K filed on February 24, 2023 1
Exhibit 10(a)			Credit Agreement, dated as of September 10, 2020, among Vulcan Materials Company, Truist Bank, as Administrative Agent, and the Lenders and other parties named therein, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 11, 2020 1
Exhibit 10(b)			First Amendment to Credit Agreement, dated June 30, 2021, among Vulcan Materials Company, Truist Bank, as Administrative Agent, and the Lenders and other parties named therein, filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 5, 2021 1
Exhibit 10(c)			Second Amendment to Credit Agreement, dated August 16, 2021, by and between Vulcan Materials Company and Truist Bank, as Administrative Agent, filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 5, 2021 1
Exhibit 10(d)			Third Amendment to Credit Agreement, dated March 18, 2022, by and between Vulcan Materials Company and Truist Bank, as Administrative Agent, filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 5, 2022 1
Exhibit 10(e)			Fourth Amendment to Credit Agreement, dated as of August 8, 2022, among Vulcan Materials Company, Truist Bank, as Administrative Agent, and the Lenders and other parties named therein, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 9, 2022 1
Exhibit 10(f)			Fifth Amendment to Credit Agreement, dated as of November 4, 2024, among Vulcan Materials Company, Truist Bank, as Administrative Agent, and the Revolving Credit Lenders and other parties named therein, filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed on November 4, 2024
Exhibit 10(g)			Unfunded Supplemental Benefit Plan for Salaried Employees, as amended, filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on December 17, 2008 1,2
Exhibit 10(h)			Amendment No. 1 to the Unfunded Supplemental Benefit Plan for Salaried Employees filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on January 7, 2014 1,2
Exhibit 10(i)			Deferred Compensation Plan for Directors Who Are Not Employees of the Company, as amended, filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on December 17, 2008 1,2
Exhibit 10(j)			Executive Deferred Compensation Plan, as amended, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 17, 2008 1,2
Exhibit 10(k)			Form of Change of Control Employment Agreement dated January 1, 2016, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 7, 2016 1,2
Exhibit 10(l)			Vulcan Materials Company Change of Control Severance Plan for Senior Officers, effective January 1, 2016, filed as Exhibit 10(m) to the Company's Annual Report on Form 10-K filed on February 25, 2016 1,2
Exhibit 10(m)			Executive Incentive Plan of the Company, as amended, filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed on December 17, 2008 1,2
Exhibit 10(n)			Vulcan Materials Company 2016 Omnibus Long-Term Incentive Plan, filed as Exhibit 99 to the Company’s Registration Statement on Form S-8 (File No. 333-211349) filed on May 13, 2016 1,2

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Part IV

Exhibit 10(o)			Form of Non-Employee Director Deferred Stock Unit Agreement under the Vulcan Materials Company 2016 Omnibus Long-Term Incentive Plan, filed as Exhibit 10(y) to the Company’s Quarterly Report on Form 10-Q filed on August 3, 2016 1,2
Exhibit 10(p)			Form of Stock-Only Stock Appreciation Rights Award Agreement under the Vulcan Materials Company 2016 Omnibus Long-Term Incentive Plan, filed as Exhibit 10(z) to the Company’s Quarterly Report on Form 10-Q filed on August 3, 2016 1,2
Exhibit 10(q)			Form of Restricted Stock Unit Award Agreement under the Vulcan Materials Company 2016 Omnibus Long-Term Incentive Plan, filed as Exhibit 10(aa) to the Company’s Quarterly Report on Form 10-Q filed on August 3, 2016 1,2
Exhibit 10(r)			Form of Performance Share Unit Award Agreement under the Vulcan Materials Company 2016 Omnibus Long-Term Incentive Plan, filed as Exhibit 10(bb) to the Company’s Quarterly Report on Form 10-Q filed on August 3, 2016 1,2
Exhibit 10(s)			Form of Performance Share Unit Award Agreement (2019) under the Vulcan Materials Company 2016 Omnibus Long-Term Incentive Plan, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 3, 2019 1,2
Exhibit 10(t)			Form of Performance Share Unit Award Agreement (2020) under the Vulcan Materials Company 2016 Omnibus Long-Term Incentive Plan, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2020 1,2
Exhibit 10(u)			Form of Stock-Only Appreciation Rights Award Agreement (2020) under the Vulcan Materials Company 2016 Omnibus Long-Term Incentive Plan, filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2020 1,2
Exhibit 10(v)			Form of Restricted Stock Unit Award Agreement (2020) under the Vulcan Materials Company 2016 Omnibus Long-Term Incentive Plan, filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2020 1,2
Exhibit 10(w)			Form of Non-Employee Director Restricted Stock Unit Award Agreement under the Vulcan Materials Company 2016 Omnibus Long-Term Incentive Plan filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 5, 2020 1,2
Exhibit 10(x)			Vulcan Materials Company 2025 Omnibus Long-Term Incentive Plan, filled as Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (File No. 333-287131) filed on May 9, 2025 1,2
Exhibit 10(y)			Form of Non-Employee Director Restricted Stock Unit Agreement under the Vulcan Materials Company 2025 Omnibus Long-Term Incentive Plan filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on July 31, 2025 1,2
Exhibit 10(z)			Form of Stock-Only Stock Appreciation Rights Award Agreement under the Vulcan Materials Company 2025 Omnibus Long-Term Incentive Plan filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on July 31, 2025 1,2
Exhibit 10(aa)			Form of Restricted Stock Unit Award Agreement under the Vulcan Materials Company 2025 Omnibus Long-Term Incentive Plan filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on July 31, 2025 1,2
Exhibit 10(ab)			Form of Performance Share Unit Award Agreement under the Vulcan Materials Company 2025 Omnibus Long-Term Incentive Plan filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on July 31, 2025 1,2
Exhibit 19			Insider Trading Policy filed as Exhibit 19 to the Company’s Annual Report on Form 10-K filed on February 20, 2025 1
Exhibit 21			List of the Company's material subsidiaries as of December 31, 2025

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Exhibit 23			Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
Exhibit 24			Powers of Attorney
Exhibit 31(a)			Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31(b)			Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32(a)			Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32(b)			Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 95			MSHA Citations and Litigation
Exhibit 101			The following financial information from this Annual Report on Form 10-K for the year ended December 31, 2025 are formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Statements of Comprehensive Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Equity and (v) the Notes to Consolidated Financial Statements
Exhibit 104			Cover Page Interactive Data File – the cover page from this Annual Report on Form 10-K for the year ended December 31, 2025 is formatted in iXBRL (contained in Exhibit 101)

1.Incorporated by reference.

2.Management contract or compensatory plan.

Our SEC file number for documents filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, is 001-33841.

| Form 10-K Summary | | |

We have chosen not to include an optional summary of the information required by this Form 10-K.

Form 10-K			134

Part IV

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on February 19, 2026.

VULCAN MATERIALS COMPANY
/s/ Ronnie A. Pruitt
Ronnie A. Pruitt
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

			Name			Title			Date
			/s/ Ronnie A. Pruitt			Chief Executive Officer and Director (Principal Executive Officer)			February 19, 2026
			/s/ Mary Andrews Carlisle			Senior Vice President and Chief Financial Officer (Principal Financial Officer)			February 19, 2026
			/s/ Randy L. Pigg			Vice President, Controller (Principal Accounting Officer)			February 19, 2026
			/s/ J. Thomas Hill			Executive Chairman			February 19, 2026
			/s/ Melissa H. Anderson			Director			February 19, 2026
			/s/ Thomas A. Fanning			Director			February 19, 2026
			/s/ O. B. Grayson Hall, Jr.			Director			February 19, 2026
			/s/ Cynthia L. Hostetler			Director			February 19, 2026
			/s/ Lydia H. Kennard			Director			February 19, 2026
			/s/ Richard T. O'Brien			Director			February 19, 2026
			/s/ James T. Prokopanko			Director			February 19, 2026
			/s/ Kathleen L. Quirk			Director			February 19, 2026
			/s/ David P. Steiner			Director			February 19, 2026
			/s/ Lee J. Styslinger, III			Director			February 19, 2026
			/s/ George Willis			Director			February 19, 2026
			/s/ Denson N. Franklin III			Attorney-in-Fact			February 19, 2026

			135			Form 10-K