Vulcan Materials (VMC) 10-K risk factor changes: FY2025 vs FY2024

[removed: RISK FACTORS][added: | Risk Factors | | |]

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 [removed: Operations](#idda07e3439aa4379a46aa98aeb48628e_46)”] [added: Operations](#i441e10d04bcb40fd8e34c96e5cd7a30b_49)”] and Item 8 “[Financial Statements and Supplementary [removed: Data](#idda07e3439aa4379a46aa98aeb48628e_76).”][added: Data](#i441e10d04bcb40fd8e34c96e5cd7a30b_88).”]

Our business is dependent on the construction industry and is subject to economic [removed: cycles —] [added: cycles —] Our products are principally sold to the U.S. construction industry.

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

In November 2021, the [removed: federal Infrastructure Investment and Jobs Act (IIJA),] [added: IIJA,] which included a five-year road, bridge and public transportation program reauthorization at record levels, was signed into law.

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

We are also subject to both the risks of conducting international business and the requirements of the Foreign Corrupt Practices Act of 1977 [removed: (the FCPA)] [added: (FCPA)] associated with our aggregates production facilities including those located in British Columbia, Canada; Puerto Cortés, Honduras; and Quintana Roo, Mexico.

[removed: Recently,] [added: 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.

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

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

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

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

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

Our aggregates operations are subject to the risks of open pit and underground [removed: mining —] [added: 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.

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

A deterioration in our credit ratings and/or the state of the capital markets could negatively impact the cost and/or availability of [removed: financing —] [added: financing —] We currently have [removed: approximately $5.3 billion] [added: $4,362.1 million] of debt with maturities between [removed: 2025] [added: 2027] and 2054.

We use estimates in accounting for a number of significant [removed: items —] [added: items —] As discussed more fully in “[Critical Accounting [removed: Policies](#idda07e3439aa4379a46aa98aeb48628e_64)”] [added: Policies](#i441e10d04bcb40fd8e34c96e5cd7a30b_76)”] under Item 7 “[Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#idda07e3439aa4379a46aa98aeb48628e_46),”] [added: Operations](#i441e10d04bcb40fd8e34c96e5cd7a30b_49),”] we use estimates and assumptions that require significant judgment in accounting for the following items:

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

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

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

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

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

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

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

Our effective tax rate is subject to [removed: change —] [added: 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.

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

We are involved in certain environmental matters and other legal [removed: proceedings —] [added: 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.

For a description of our current significant legal proceedings and environmental matters, see Note 12 “[Commitments and [removed: Contingencies](#idda07e3439aa4379a46aa98aeb48628e_136)”] [added: Contingencies](#i441e10d04bcb40fd8e34c96e5cd7a30b_145)”] in Item 8 “[Financial Statements and Supplementary [removed: Data](#idda07e3439aa4379a46aa98aeb48628e_76).”][added: Data](#i441e10d04bcb40fd8e34c96e5cd7a30b_88).”]

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

Climate change legislation or regulations may adversely impact our [removed: business —] [added: business —] A number of governmental bodies have [added: enacted,] introduced or are contemplating legislative and regulatory change in response to the potential impacts of climate change.

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

Responding to these [removed: environmental, social and governance] [added: 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.

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 [removed: evolving and] [added: evolving,] varied [added: 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 [removed: —] [added: —] 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.

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

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

We are dependent on information technology systems (our own and those of our service [removed: providers such as Amazon Web Services),] [added: providers),] and these systems contain non-public data about our business, employees, suppliers and [removed: customers —] [added: customers —] The protection of our information technology systems and the data contained therein is critical to us.

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

The failure to keep secure the confidential and sensitive data about our business, employees, suppliers and customers (regardless of the reason for such [removed: failure)] [added: failure); identify] or [removed: failure by us to] [added: resolve deficient, inaccurate or biased outputs from the use of AI; or] comply with applicable laws, rules or [removed: regulations] [added: 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 [removed: liability] [added: liability,] and have a material adverse effect on our business, financial condition and results of operations.

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|  | | | 21 | | | Form 10-K | | |

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| Form 10-K | | | 22 | | |  | | |

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.

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|  | | | 23 | | | Form 10-K | | |

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.

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| Form 10-K | | | 24 | | |  | | |

Part I

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In addition, some stakeholders may disagree with our goals and initiatives.

[removed: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS][added: | Management's Discussion and Analysis of Financial Condition and Results of Operations | | |]

The following generally includes a comparison of our results of operations and liquidity and capital resources [removed: for 2024] [added: between 2025] and [removed: 2023.][added: 2024.]

For the discussion of changes from [removed: 2022 to] 2023 [added: to 2024] and other financial information related to [removed: 2022,] [added: 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, [removed: 2023] [added: 2024] filed with the Securities and Exchange Commission on February [removed: 22, 2024.][added: 20, 2025.]

[removed: EXECUTIVE SUMMARY][added: Executive Summary]

FINANCIAL SUMMARY FOR [removed: 2024][added: 2025]

[removed: ▪Gross] [added: - Gross] profit increased [removed: $51.1] [added: $175.0] million, or [removed: 3%,] [added: 9%,] to [removed: $1,999.6] [added: $2,174.6] million

[removed: ▪Selling,] [added: - Selling,] administrative and general (SAG) expenses [removed: decreased 2%] [added: increased 6%] to [removed: $531.1] [added: $564.1] million and [removed: increased 20] [added: decreased 10] basis points as a percentage of total revenues

[removed: ▪Earnings] [added: - Earnings] attributable to Vulcan from continuing operations were [removed: $6.91] [added: $8.15] per diluted share, compared to [removed: $7.06] [added: $6.91] per diluted share

[removed: ▪Adjusted] [added: - Adjusted] earnings attributable to Vulcan from continuing operations were [removed: $7.53] [added: $8.00] per diluted share, compared to [removed: $7.00] [added: $7.53] per diluted share

[removed: ▪Net] [added: - Net] earnings attributable to Vulcan were [removed: $911.9] [added: $1,076.7] million, [removed: a decrease] [added: an increase] of [removed: $21.3] [added: $164.8] million, or [removed: 2%][added: 18%]

[removed: ▪Adjusted] [added: - Adjusted] EBITDA was [removed: $2,057.2] [added: $2,323.6] million, an increase of [removed: $45.9] [added: $266.4] million, or [removed: 2%][added: 13%]

[removed: ▪Aggregates] [added: - Aggregates] segment sales increased [removed: $30.7] [added: $347.6] million, or [removed: 1%,] [added: 6%,] to [removed: $5,949.6] [added: $6,297.2] million

[removed: ▪Aggregates] [added: - Aggregates] segment freight-adjusted revenues increased [removed: $174.9] [added: $349.2] million, or [removed: 4%,] [added: 8%,] to [removed: $4,636.2] [added: $4,985.4] million

[removed: ▪Freight-adjusted] [added: - Freight-adjusted] sales price increased [removed: 10.8%,] [added: 4.3%,] or [removed: $2.06] [added: $0.90] per [removed: ton] [added: ton,] to [removed: $21.08][added: $21.98]

[removed: ▪Aggregates] [added: - Aggregates] segment gross profit increased [removed: $79.9] [added: $148.1] million, or [removed: 5%,] [added: 8%,] to [removed: $1,816.7] [added: $1,964.8] million

[removed: ▪Unit] [added: - Unit] profitability (as measured by gross profit per ton) increased [removed: 12%] [added: 5%] to [removed: $8.26] [added: $8.66] per ton

[removed: ▪Unit] [added: - Unit] profitability (as measured by cash gross profit per ton) increased [removed: 12%] [added: 7%] to [removed: $10.61] [added: $11.33] per ton

[removed: ▪Asphalt] [added: - Asphalt] and Concrete segment sales [removed: decreased $490.9] [added: increased $241.9] million, or [removed: 21%,] [added: 13%,] to [removed: $1,899.1] [added: $2,141.0] million, collectively

[removed: ▪Asphalt] [added: - Asphalt] and Concrete segment gross profit [removed: decreased $28.8] [added: increased $26.9] million, or [removed: 14%,] [added: 15%,] to [removed: $182.9] [added: $209.8] million, collectively

[removed: ▪Returned] [added: - Returned] capital to shareholders via dividends of [removed: $244.4] [added: $259.8] million at [removed: $1.84] [added: $1.96] per share versus [removed: $228.4] [added: $244.4] million at [removed: $1.72] [added: $1.84] per share

[removed: ▪Returned] [added: - Returned] capital to shareholders via share repurchases of [removed: $68.8] [added: $438.4] million at [removed: $254.71] [added: $283.82] average price per share compared to [removed: $200.0] [added: $68.8] million at [removed: $204.52] [added: $254.71] average price per share

At year-end [removed: 2024,] [added: 2025,] total debt to Adjusted EBITDA was [removed: 2.6] [added: 1.9] times [removed: (2.3] [added: (1.8] times on a net debt basis, reflecting [removed: $600.8] [added: $189.4] million of cash on hand).

Our weighted-average debt maturity was [removed: 12.6] [added: 13.7] years, and our total weighted-average effective interest rate was 5.0%.

Return on invested capital was [removed: 16.2%.][added: 15.7%.]

[removed: We remain well positioned for continued growth with a] [added: Our] strong [removed: liquidity position and] balance sheet [removed: profile.][added: and ample liquidity position us well for continued growth.]

See the definitions and reconciliations within this Item 7 under the caption [removed: “[Reconciliation](#idda07e3439aa4379a46aa98aeb48628e_55) [](#idda07e3439aa4379a46aa98aeb48628e_55)[of] [added: “[Reconciliation of] Non-GAAP Financial [removed: Measures](#idda07e3439aa4379a46aa98aeb48628e_55).”][added: Measures](#i441e10d04bcb40fd8e34c96e5cd7a30b_58).”]

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

[removed: CAPITAL ALLOCATION][added: | | | | Capital | | | | | | | | | | | | | | |]

During [removed: 2024,] [added: 2025,] we invested [removed: $638.0] [added: $702.9] million in capital expenditures to replace or improve existing property, plant & equipment.

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

During [removed: 2024,] [added: 2025,] we paid a dividend per share of [removed: $1.84] [added: $1.96] and paid total dividends of [removed: $244.4] [added: $259.8] million.

During [removed: 2024,] [added: 2025,] we returned [removed: $68.8] [added: $438.4] million to our shareholders through share repurchases.

For a detailed discussion of our acquisitions and divestitures, see Note 19 “[Acquisitions and [removed: Divestitures](#idda07e3439aa4379a46aa98aeb48628e_157)”] [added: Divestitures](#i441e10d04bcb40fd8e34c96e5cd7a30b_166)”] in Item 8 [removed: “[Financial](#idda07e3439aa4379a46aa98aeb48628e_76) [](#idda07e3439aa4379a46aa98aeb48628e_76)[Statements] [added: “[Financial Statements] and Supplementary [removed: Data](#idda07e3439aa4379a46aa98aeb48628e_76).”][added: Data](#i441e10d04bcb40fd8e34c96e5cd7a30b_88).”]

Our expectations for [removed: 2025] [added: 2026] include:

[removed: ▪Low to mid-single] [added: - Low-single] digit increase in freight-adjusted unit cash cost (freight-adjusted price less segment cash gross profit per ton; [removed: $10.47] [added: $10.65] in [removed: 2024)][added: 2025)]

[removed: ▪Total] [added: - Total] Asphalt and Concrete segment cash gross profit of approximately [removed: $360] [added: $290] million [removed: ($272] [added: ($322] million in [removed: 2024)][added: 2025); excludes California ready-mixed concrete assets held for sale]

[removed: ▪Relative] [added: - Relative] contribution of approximately [removed: two-thirds] [added: 85%] from the Asphalt segment and [removed: one-third] [added: 15%] from the Concrete segment

[removed: ▪Selling,] [added: - Selling,] Administrative and General expenses of [removed: $550] [added: $580] million to [removed: $560] [added: $590] million [removed: ($531] [added: ($564] million in [removed: 2024)][added: 2025)]

[removed: ▪Interest] [added: - Interest] expense of approximately [removed: $245] [added: $225] million

Compared To 2024:

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

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

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

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.

| Form 10-K | | | 36 | | |  | | |

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.

- 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)

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

Source: Dodge Data & Analytics

|  | | | 37 | | | Form 10-K | | |

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 business.

VALUE PROPOSITION

1.Focused Strategy: *Two-pronged approach to durable growth supported by foundation of talent, sustainability and innovation*

Our durable growth comes from organic growth in our existing businesses as well as inorganic growth through mergers and acquisitions supplemented with greenfield developments.

Together, this two-pronged approach enables us to consistently 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).

The Vulcan Way of Selling uses technology, innovation and analytics to win work and capture value.

Custom, proprietary technology gives us real-time, forward-looking insight into all our end markets.

Coaching and development of our people, along with clear performance metrics and accountability, drive sales execution.

The Vulcan Way of Operating is a combination of tools, processes and approaches used by our teams to drive value in our operations through production efficiency, cost control and consistent execution.

Together, these strategic disciplines enable us to provide the highest quality material and the best service to our customers.

These disciplines enable us to deliver consistent compounding results, and our focus on digital transformation elevates our capabilities on both the commercial and operational sides of our business.

On the commercial side, we continue to focus on strengthening the productivity of our sales teams and providing the best customer experience in our industry.

We developed enhanced solutions to provide robust, real-time information to our sales teams and also launched a new MyVulcan customer portal.

In our operations, we continue to adopt and utilize our Process Intelligence System to measure real-time plant performance and accelerate problem solving to make the right products at the lowest possible cost.

There are a lot of complexities in operating an aggregates plant on a daily basis.

Process Intelligence gives us the visibility, data, and platform to instantly collaborate and align our teams to drive optimal plant efficiency.

EXPANDING OUR REACH: We also drive growth by expanding our reach through mergers and acquisitions and by pursuing greenfield development in anticipation of future growth.

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

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COMPARED TO 2023:

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

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

▪Shipments decreased 6%, or 14.6 million tons, to 219.9 million tons

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

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

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

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

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

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

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

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

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

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

We carry solid momentum into 2025 and are well positioned to deliver another year of strong earnings growth and cash generation.

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

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

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

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

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

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

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

POSITIONED FOR GROWTH AND VALUE CREATION

DURABLE BUSINESS MODEL TO EXTEND THE CYCLE AND SUSTAIN GROWTH

▪Industry-leading commercial, logistics, operational and sourcing capabilities

▪End market fundamentals support continued growth outlook

▪Poised to benefit from generational investment in infrastructure that could extend the growth cycle by mitigating private construction cyclicality

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


Transportation costs are passed along to our customers, and because aggregates have a very high weight-to-price ratio, those costs can add up quickly when transporting aggregates long distances.

Having the most extensive distribution network of any aggregates producer sets us apart.

Combining our trucking, rail, barge and ocean vessel shipping logistics capabilities allows us to provide better customer solutions and create a seamless customer experience at a competitive price.

As an approximation, a truck has a capacity of 20-25 tons of aggregates; a railcar has a capacity of 4-5 truckloads; a barge has a capacity of 65 truckloads; and our ocean vessels have the capacity of 2,500 truckloads.


*Production and sales are currently halted at our Calica operations in Mexico.

INDUSTRY LEADER WITH CLEAR COMPETITIVE ADVANTAGES

▪Leading unit profitability margins driven by operational expertise and pricing performance


[removed: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK][added: | Quantitative and Qualitative Disclosures About Market Risk | | |]

As discussed in the [Liquidity and Financial [removed: Resources](#idda07e3439aa4379a46aa98aeb48628e_58)] [added: Resources](#i441e10d04bcb40fd8e34c96e5cd7a30b_61)] section of Item 7 “[Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#idda07e3439aa4379a46aa98aeb48628e_46),”] [added: Operations](#i441e10d04bcb40fd8e34c96e5cd7a30b_49),”] we actively manage our capital structure and resources to balance the cost of capital and risk of financial stress.

At December 31, [removed: 2024,] [added: 2025,] the estimated fair value of our long-term debt including current maturities was [removed: $5,162.7] [added: $4,333.7] million compared to a face value of [removed: $5,391.1] [added: $4,440.6] million.

The effect of a decline in interest rates of one percentage point would increase the fair value of our debt by approximately [removed: $399.8] [added: $386.7] million.

The impact of a change in these assumptions on our annual pension and other postretirement benefits costs is discussed in greater detail within the [Critical Accounting [removed: Policies](#idda07e3439aa4379a46aa98aeb48628e_64)] [added: Policies](#i441e10d04bcb40fd8e34c96e5cd7a30b_76)] section of this Annual Report.

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

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|  | | | 69 | | | Form 10-K | | |

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

[removed: BUSINESS][added: | Business | | |]

Vulcan Materials Company operates primarily in the U.S. and is the nation’s largest supplier of construction aggregates [removed: (primarily] [added: (mainly] crushed stone, sand and gravel) and a major producer of aggregates-intensive downstream products such as asphalt mix and ready-mixed concrete.

[removed: We] [added: Delivered by trucks, ships, barges and trains, we] provide the [removed: basic] materials [added: needed] for the infrastructure [removed: needed to maintain] [added: that maintains] and [removed: expand] [added: expands] the U.S. economy.

[removed: Delivered by trucks, ships, barges and trains, our] [added: Our] products are [removed: the indispensable materials] [added: essential for] building homes, offices, [added: 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.

[removed: As of] [added: During the year ended] December 31, [removed: 2024,] [added: 2025,] we had [removed: 423] [added: 425] active aggregates facilities as shown below.

[removed: *Production] [added: Production] and sales are currently halted at our Calica operations in [removed: Mexico.][added: Mexico and our Puerto Cortés operations in Honduras.]

For additional [removed: information,] [added: information regarding our Calica operations,] see Note 12 [removed: “[Commitments] [added: “[Commitments] and [removed: Contingencies](#idda07e3439aa4379a46aa98aeb48628e_136)”] [added: Contingencies](#i441e10d04bcb40fd8e34c96e5cd7a30b_145)”] in Item 8 [removed: “[Financial] [added: “[Financial] Statements and Supplementary [removed: Data](#idda07e3439aa4379a46aa98aeb48628e_76).”*][added: Data](#i441e10d04bcb40fd8e34c96e5cd7a30b_88).”]

Additionally, we further serve our customers through our [removed: 70] [added: 71] asphalt facilities and [removed: 74] [added: 76] concrete facilities located in Alabama, Arizona, California, Maryland, New Mexico, Tennessee, Texas, Virginia, the U.S. Virgin Islands and Washington D.C.

Our top ten revenue producing states accounted for [removed: 89%] [added: 90%] of our [removed: 2024] [added: 2025] revenues while our top five accounted for 63%.

| [removed: VULCAN’S TOP TEN REVENUE PRODUCING STATES IN 2024] [added: Vulcan’s Top Ten Revenue Producing States in 2025] | | | | | | [added: | | | | | |]

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

Our strategy and competitive advantage are based on our strength in [removed: aggregates] [added: 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 [removed: aggregates-focused] [added: aggregates-led] business, (2) [removed: an emphasis on] [added: a discipline of] durable growth, (3) a holistic approach to land management, and (4) our commitment to safety, health and the environment.

[removed: ][added: ]

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

Our [removed: 423] [added: 425] active aggregates facilities [removed: as of December 31, 2024] [added: 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.

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

We currently have [removed: 16.5] [added: 16.6] billion tons of proven and probable aggregates reserves.

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

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

During the next decade [removed: (2024] [added: (2025] - [removed: 2034),] [added: 2035),] Woods & Poole Economics projects that 76% of the U.S. population growth, 75% of new jobs and [removed: 74%] [added: 73%] of household formations will occur in Vulcan-served states.

Our coast-to-coast footprint serves [removed: 35] [added: 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, [removed: 2024] [added: 2025] to [removed: 2034][added: 2035]

[removed: ][added: ]

[removed: *Source:] [added: Source:] Woods & Poole Economics, Complete Economic and Demographic Data Source (CEDDS) [removed: 2024*][added: 2025]

Our durable growth [removed: comes from] [added: is generated by] organic growth in our existing business as well as inorganic growth through mergers and [removed: acquisitions] [added: acquisitions,] supplemented with greenfield developments.

ENHANCING OUR [removed: CORE:] [added: 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).

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

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

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

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

As a result of these strategic disciplines, from [removed: 2022] [added: 2023] to [removed: 2024,] [added: 2025,] aggregates gross profit per ton has increased from [removed: $5.96] [added: $7.40] to [removed: $8.26] [added: $8.66] (an increase of [removed: 39%),] [added: 17%),] and aggregates cash gross profit per ton has increased from [removed: $7.83] [added: $9.46] to [removed: $10.61] [added: $11.33] (an increase of [removed: 36%).][added: 20%).]

Non-GAAP financial measures are defined and reconciled within Item 7 “[Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#idda07e3439aa4379a46aa98aeb48628e_46)”] [added: Operations](#i441e10d04bcb40fd8e34c96e5cd7a30b_49)”] under the caption “[Reconciliation of Non-GAAP Financial [removed: Measures](#idda07e3439aa4379a46aa98aeb48628e_55).”][added: Measures](#i441e10d04bcb40fd8e34c96e5cd7a30b_58).”]

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

EXPANDING OUR [removed: REACH:] [added: REACH:] We also drive growth by expanding our reach through mergers and acquisitions and by pursuing greenfield development in anticipation of future growth.

During the last 10 years, we have completed [removed: almost 40] [added: over 30] acquisitions, including more than 75 aggregates quarries and sales yards in our top 10 revenue states.

While an [removed: aggregates-focused] [added: aggregates-led] business, we selectively make investments in downstream asphalt and concrete [removed: products] [added: businesses] that drive local market profitability.

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

To optimize our asset portfolio consistent with our [removed: aggregates-focused business model,] [added: aggregates-led strategy,] we subsequently exited the New Jersey, New York and Pennsylvania concrete markets in [removed: 2022 and] [added: 2022,] exited the Texas concrete market in [removed: 2023.][added: 2023, and entered into an agreement to divest our concrete business in California during the fourth quarter of 2025.]

Our annual Return on Invested Capital (ROIC) decreased [removed: 0.1] [added: 0.5] percentage points [removed: (10] [added: (50] basis points) in [removed: 2024.][added: 2025.]


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| 1. | | | California | | | 6. | | | North Carolina | | |

| 2. | | | Texas | | | 7. | | | Florida | | |

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

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

| 5. | | | Virginia | | | 10. | | | Arizona | | |

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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.

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|  | | | 13% Adjusted EBITDA 1 | | | | | | | | | | | | | | |  | | | 16% Invested Capital | | | | | | | | |

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Effective management throughout the life cycle of our land not only generates significant additional value for our shareholders but greatly benefits the communities in which we operate.

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| Form 10-K | | | 6 | | |  | | |

Over our more than six decades as a public company, we have built a strong, resilient and vital business on this foundation of doing things the right way.

Sustainability includes looking beyond what is required of a company by governments and regulators — it is reflected in our business strategy.

We are a leader in our industry in safety, health and environmental performance, with a safety record substantially better than the industry average.

The result is a record of safety excellence that consistently outperforms the industry.

Vulcan MSHA Injury Rate Compared to Aggregates Industry

Number Of Injuries Per 200,000 Hours Worked

Source: Bureau of Labor Statistics records and internal Vulcan data.

*The aggregates industry MSHA injury rate for 2025 was not available as of the filing of this report.


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

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

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

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

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

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

Aggregates are an essential product with high barriers to entry, limited substitutes and very favorable pricing characteristics.

Vulcan is uniquely positioned as the largest aggregates supplier in the U.S. and the most aggregates-focused public company.

Given our focus on aggregates, we:

Together, this three-pronged approach enables us to enhance our core and expand our reach.

The result is an ability to grow our aggregates unit profitability throughout the cycle.

The Vulcan Way of Selling uses technology, innovation and analytics to win work and capture value.

Custom, proprietary technology gives us real-time, forward-looking insight into all our end markets.

Coaching and development of our people, along with clear performance metrics and accountability, drive sales execution.

The Vulcan Way of Operating is the combination of tools, processes and approaches used by our teams to drive value in our operations every day.

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

Additionally, throughout our history, we have completed many bolt-on aggregates and downstream acquisitions that have contributed significantly to our growth.

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

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

In 2022, we sold excess real estate in Southern California for net proceeds of $23.6 million resulting in a pretax gain of $23.5 million.

Our charitable foundation alone has provided over $70 million in support over the past 20 years to essential charitable, civic and educational organizations that strengthen and enrich our communities.

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

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

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

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

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

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

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

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

In 2024, publicly funded construction accounted for approximately 40% of our total aggregates shipments.

In 2024, privately funded construction accounted for approximately 60% of our total aggregates shipments.

In 2021, through our acquisition of U.S. Concrete, we entered the New Jersey, New York, Pennsylvania and U.S. Virgin Islands concrete markets and expanded our service of the California, Texas and Washington D.C. concrete markets.

Subsequently, we took steps to optimize our asset portfolio consistent with our aggregates-focused business model and in 2023, we exited the Texas concrete market, and in 2022, we exited the New Jersey, New York and Pennsylvania concrete markets.

▪Holcim Ltd.

▪Summit Materials, Inc.

ENVIRONMENTAL STEWARDSHIP AND CLIMATE CHANGE

Our intentional approach to environmental stewardship also supports increased operational efficiency, cost reduction, new opportunities for growth and effective risk management.

MANAGING ENERGY AND OPERATIONAL EFFICIENCY

[removed: LEGAL PROCEEDINGS][added: | Legal Proceedings | | |]

We were not subject to any penalties in [removed: 2024] [added: 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 [removed: Contingencies](#idda07e3439aa4379a46aa98aeb48628e_136)”] [added: Contingencies](#i441e10d04bcb40fd8e34c96e5cd7a30b_145)”] in Item 8 “[Financial Statements and Supplementary [removed: Data](#idda07e3439aa4379a46aa98aeb48628e_76)”] [added: Data](#i441e10d04bcb40fd8e34c96e5cd7a30b_88)”] for a discussion of our material legal proceedings.

For the Fiscal Year Ended December 31, [removed: 2024][added: 2025]

[removed: ][added: | Form 10-K | | | i | | |  | | |]

[removed: Securities registered pursuant to] [added: Securities Registered Pursuant To] Section 12(b) [removed: of the Act:][added: Of The Act:]

[removed: Securities registered pursuant to] [added: Securities Registered Pursuant To] Section 12(g) [removed: of the Act:] [added: Of The Act:] None

The aggregate market value of voting and non-voting common stock held by non-affiliates amounted to [removed: $32,788,771,088] [added: $34,416,549,004] as of June 30, [removed: 2024.][added: 2025.]

There were [removed: 132,109,660] [added: 130,580,384] shares of common stock, $1.00 par value, outstanding as of February [removed: 13, 2025.][added: 11, 2026.]

Portions of the registrant’s annual proxy statement for the annual meeting of its shareholders to be held on May [removed: 9, 2025] [added: 8, 2026] are incorporated by reference into Part III of this Annual Report on Form 10-K.

[removed: VULCAN] [added: VULCAN] MATERIALS [removed: COMPANY][added: COMPANY]

[removed: ANNUAL REPORT ON FORM 10-K][added: Annual Report On Form 10-K]

[removed: FISCAL YEAR ENDED DECEMBER] [added: Fiscal Year Ended December] 31, [removed: 2024][added: 2025]

| [removed: [PART I](#idda07e3439aa4379a46aa98aeb48628e_10)] [added: [Part I](#i441e10d04bcb40fd8e34c96e5cd7a30b_10)] | | | [removed: [Item 1.](#idda07e3439aa4379a46aa98aeb48628e_13)] [added: [Item 1.](#i441e10d04bcb40fd8e34c96e5cd7a30b_13)] | | | [removed: [Business](#idda07e3439aa4379a46aa98aeb48628e_13)] [added: [Business](#i441e10d04bcb40fd8e34c96e5cd7a30b_13)] | | | [removed: [3](#idda07e3439aa4379a46aa98aeb48628e_13)] [added: [3](#i441e10d04bcb40fd8e34c96e5cd7a30b_13)] | | |

| | | | [removed: [Item 1B.](#idda07e3439aa4379a46aa98aeb48628e_19)] [added: [Item 1B.](#i441e10d04bcb40fd8e34c96e5cd7a30b_22)] | | | [Unresolved Staff [removed: Comments](#idda07e3439aa4379a46aa98aeb48628e_19)] [added: Comments](#i441e10d04bcb40fd8e34c96e5cd7a30b_22)] | | | [removed: [22](#idda07e3439aa4379a46aa98aeb48628e_19)] [added: [25](#i441e10d04bcb40fd8e34c96e5cd7a30b_22)] | | |

| | | | [removed: [Item 1C.](#idda07e3439aa4379a46aa98aeb48628e_22)] [added: [Item 1C.](#i441e10d04bcb40fd8e34c96e5cd7a30b_25)] | | | [removed: [Cybersecurity](#idda07e3439aa4379a46aa98aeb48628e_22)] [added: [Cybersecurity](#i441e10d04bcb40fd8e34c96e5cd7a30b_25)] | | | [removed: [23](#idda07e3439aa4379a46aa98aeb48628e_22)] [added: [25](#i441e10d04bcb40fd8e34c96e5cd7a30b_25)] | | |

| | | | [removed: [Item 2.](#idda07e3439aa4379a46aa98aeb48628e_25)] [added: [Item 2.](#i441e10d04bcb40fd8e34c96e5cd7a30b_28)] | | | [removed: [Properties](#idda07e3439aa4379a46aa98aeb48628e_25)] [added: [Properties](#i441e10d04bcb40fd8e34c96e5cd7a30b_28)] | | | [removed: [24](#idda07e3439aa4379a46aa98aeb48628e_25)] [added: [27](#i441e10d04bcb40fd8e34c96e5cd7a30b_28)] | | |

| | | | [removed: [Item 3.](#idda07e3439aa4379a46aa98aeb48628e_28)] [added: [Item 3.](#i441e10d04bcb40fd8e34c96e5cd7a30b_31)] | | | [Legal [removed: Proceedings](#idda07e3439aa4379a46aa98aeb48628e_28)] [added: Proceedings](#i441e10d04bcb40fd8e34c96e5cd7a30b_31)] | | | [removed: [29](#idda07e3439aa4379a46aa98aeb48628e_28)] [added: [32](#i441e10d04bcb40fd8e34c96e5cd7a30b_31)] | | |

| | | | [removed: [Item 4.](#idda07e3439aa4379a46aa98aeb48628e_31)] [added: [Item 4.](#i441e10d04bcb40fd8e34c96e5cd7a30b_34)] | | | [Mine Safety [removed: Disclosures](#idda07e3439aa4379a46aa98aeb48628e_31)] [added: Disclosures](#i441e10d04bcb40fd8e34c96e5cd7a30b_34)] | | | [removed: [29](#idda07e3439aa4379a46aa98aeb48628e_31)] [added: [32](#i441e10d04bcb40fd8e34c96e5cd7a30b_34)] | | |

| | | | | | | [Information about our Executive [removed: Officers](#idda07e3439aa4379a46aa98aeb48628e_34)] [added: Officers](#i441e10d04bcb40fd8e34c96e5cd7a30b_37)] | | | [removed: [30](#idda07e3439aa4379a46aa98aeb48628e_34)] [added: [33](#i441e10d04bcb40fd8e34c96e5cd7a30b_37)] | | |

| [removed: PART [II](#idda07e3439aa4379a46aa98aeb48628e_37)] [added: Part [II](#i441e10d04bcb40fd8e34c96e5cd7a30b_40)] | | | [removed: [Item 5.](#idda07e3439aa4379a46aa98aeb48628e_40)] [added: [Item 5.](#i441e10d04bcb40fd8e34c96e5cd7a30b_43)] | | | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#idda07e3439aa4379a46aa98aeb48628e_40)] [added: Securities](#i441e10d04bcb40fd8e34c96e5cd7a30b_43)] | | | [removed: [31](#idda07e3439aa4379a46aa98aeb48628e_40)] [added: [35](#i441e10d04bcb40fd8e34c96e5cd7a30b_43)] | | |

| | | | [removed: [Item 6.](#idda07e3439aa4379a46aa98aeb48628e_43)] [added: [Item 6.](#i441e10d04bcb40fd8e34c96e5cd7a30b_46)] | | | [removed: [\[Reserved\]](#idda07e3439aa4379a46aa98aeb48628e_43)] [added: [\[Reserved\]](#i441e10d04bcb40fd8e34c96e5cd7a30b_46)] | | | [removed: [31](#idda07e3439aa4379a46aa98aeb48628e_43)] [added: [35](#i441e10d04bcb40fd8e34c96e5cd7a30b_46)] | | |

| | | | [removed: [Item 7.](#idda07e3439aa4379a46aa98aeb48628e_46)] [added: [Item 7.](#i441e10d04bcb40fd8e34c96e5cd7a30b_49)] | | | [Management’s Discussion and Analysis of Financial [removed: Condition](#idda07e3439aa4379a46aa98aeb48628e_46) [](#idda07e3439aa4379a46aa98aeb48628e_46)[and] [added: Condition and] Results of [removed: Operations](#idda07e3439aa4379a46aa98aeb48628e_46)] [added: Operations](#i441e10d04bcb40fd8e34c96e5cd7a30b_49)] | | | [removed: [32](#idda07e3439aa4379a46aa98aeb48628e_46)] [added: [36](#i441e10d04bcb40fd8e34c96e5cd7a30b_49)] | | |

| | | | [removed: [Item 7A.](#idda07e3439aa4379a46aa98aeb48628e_73)] [added: [Item 7A.](#i441e10d04bcb40fd8e34c96e5cd7a30b_85)] | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#idda07e3439aa4379a46aa98aeb48628e_73)] [added: Risk](#i441e10d04bcb40fd8e34c96e5cd7a30b_85)] | | | [removed: [61](#idda07e3439aa4379a46aa98aeb48628e_73)] [added: [69](#i441e10d04bcb40fd8e34c96e5cd7a30b_85)] | | |

| | | | [removed: [Item 8.](#idda07e3439aa4379a46aa98aeb48628e_76)] [added: [Item 8.](#i441e10d04bcb40fd8e34c96e5cd7a30b_88)] | | | [Financial Statements and Supplementary [removed: Data](#idda07e3439aa4379a46aa98aeb48628e_76)] [added: Data](#i441e10d04bcb40fd8e34c96e5cd7a30b_88)] | | | [removed: [62](#idda07e3439aa4379a46aa98aeb48628e_76)] [added: [70](#i441e10d04bcb40fd8e34c96e5cd7a30b_88)] | | |

| | | | | | | [Consolidated Statements of Comprehensive [removed: Income](#idda07e3439aa4379a46aa98aeb48628e_82)] [added: Income](#i441e10d04bcb40fd8e34c96e5cd7a30b_94)] | | | [removed: [64](#idda07e3439aa4379a46aa98aeb48628e_82)] [added: [72](#i441e10d04bcb40fd8e34c96e5cd7a30b_94)] | | |

| | | | | | | [Consolidated Balance [removed: Sheets](#idda07e3439aa4379a46aa98aeb48628e_85)] [added: Sheets](#i441e10d04bcb40fd8e34c96e5cd7a30b_97)] | | | [removed: [65](#idda07e3439aa4379a46aa98aeb48628e_85)] [added: [73](#i441e10d04bcb40fd8e34c96e5cd7a30b_97)] | | |

| | | | | | | [Consolidated Statements of Cash [removed: Flows](#idda07e3439aa4379a46aa98aeb48628e_88)] [added: Flows](#i441e10d04bcb40fd8e34c96e5cd7a30b_100)] | | | [removed: [66](#idda07e3439aa4379a46aa98aeb48628e_88)] [added: [74](#i441e10d04bcb40fd8e34c96e5cd7a30b_100)] | | |

| | | | | | | [Consolidated Statements of [removed: Equity](#idda07e3439aa4379a46aa98aeb48628e_91)] [added: Equity](#i441e10d04bcb40fd8e34c96e5cd7a30b_103)] | | | [removed: [67](#idda07e3439aa4379a46aa98aeb48628e_91)] [added: [75](#i441e10d04bcb40fd8e34c96e5cd7a30b_103)] | | |

| | | | | | | [Notes to Consolidated Financial [removed: Statements](#idda07e3439aa4379a46aa98aeb48628e_94)] [added: Statements](#i441e10d04bcb40fd8e34c96e5cd7a30b_106)] | | | [removed: [68](#idda07e3439aa4379a46aa98aeb48628e_94)] [added: [76](#i441e10d04bcb40fd8e34c96e5cd7a30b_106)] | | |

| | | | [removed: [Item 9.](#idda07e3439aa4379a46aa98aeb48628e_160)] [added: [Item 9.](#i441e10d04bcb40fd8e34c96e5cd7a30b_169)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#idda07e3439aa4379a46aa98aeb48628e_160)] [added: Disclosure](#i441e10d04bcb40fd8e34c96e5cd7a30b_169)] | | | [removed: [111](#idda07e3439aa4379a46aa98aeb48628e_160)] [added: [127](#i441e10d04bcb40fd8e34c96e5cd7a30b_169)] | | |

| | | | [removed: [Item 9A.](#idda07e3439aa4379a46aa98aeb48628e_163)] [added: [Item 9A.](#i441e10d04bcb40fd8e34c96e5cd7a30b_172)] | | | [Controls and [removed: Procedures](#idda07e3439aa4379a46aa98aeb48628e_163)] [added: Procedures](#i441e10d04bcb40fd8e34c96e5cd7a30b_172)] | | | [removed: [111](#idda07e3439aa4379a46aa98aeb48628e_163)] [added: [127](#i441e10d04bcb40fd8e34c96e5cd7a30b_172)] | | |

| | | | [removed: [Item 9B.](#idda07e3439aa4379a46aa98aeb48628e_166)] [added: [Item 9B.](#i441e10d04bcb40fd8e34c96e5cd7a30b_175)] | | | [Other [removed: Information](#idda07e3439aa4379a46aa98aeb48628e_166)] [added: Information](#i441e10d04bcb40fd8e34c96e5cd7a30b_175)] | | | [removed: [113](#idda07e3439aa4379a46aa98aeb48628e_166)] [added: [129](#i441e10d04bcb40fd8e34c96e5cd7a30b_175)] | | |

| | | | [removed: [Item 9C.](#idda07e3439aa4379a46aa98aeb48628e_169)] [added: [Item 9C.](#i441e10d04bcb40fd8e34c96e5cd7a30b_178)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#idda07e3439aa4379a46aa98aeb48628e_169)] [added: Inspections](#i441e10d04bcb40fd8e34c96e5cd7a30b_178)] | | | [removed: [113](#idda07e3439aa4379a46aa98aeb48628e_169)] [added: [129](#i441e10d04bcb40fd8e34c96e5cd7a30b_178)] | | |

| [removed: PART [III](#idda07e3439aa4379a46aa98aeb48628e_172)] [added: Part [III](#i441e10d04bcb40fd8e34c96e5cd7a30b_181)] | | | [removed: [Item 10.](#idda07e3439aa4379a46aa98aeb48628e_172)] [added: [Item 10.](#i441e10d04bcb40fd8e34c96e5cd7a30b_181)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#idda07e3439aa4379a46aa98aeb48628e_172)] [added: Governance](#i441e10d04bcb40fd8e34c96e5cd7a30b_181)] | | | [removed: [114](#idda07e3439aa4379a46aa98aeb48628e_172)] [added: [130](#i441e10d04bcb40fd8e34c96e5cd7a30b_181)] | | |

| [added: [Item 11.](#i441e10d04bcb40fd8e34c96e5cd7a30b_181)] | | | [removed: [Item 11.](#idda07e3439aa4379a46aa98aeb48628e_172)] [added: [Executive Compensation](#i441e10d04bcb40fd8e34c96e5cd7a30b_181)] | | | [removed: [Executive Compensation](#idda07e3439aa4379a46aa98aeb48628e_172)] [added: [130](#i441e10d04bcb40fd8e34c96e5cd7a30b_181)] | | | [removed: [114](#idda07e3439aa4379a46aa98aeb48628e_172)] | | |

| | | | [removed: [Item 12.](#idda07e3439aa4379a46aa98aeb48628e_172)] [added: [Item 12.](#i441e10d04bcb40fd8e34c96e5cd7a30b_181)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#idda07e3439aa4379a46aa98aeb48628e_172)] [added: Matters](#i441e10d04bcb40fd8e34c96e5cd7a30b_181)] | | | [removed: [114](#idda07e3439aa4379a46aa98aeb48628e_172)] [added: [130](#i441e10d04bcb40fd8e34c96e5cd7a30b_181)] | | |

| | | | [removed: [Item 13.](#idda07e3439aa4379a46aa98aeb48628e_172)] [added: [Item 13.](#i441e10d04bcb40fd8e34c96e5cd7a30b_181)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#idda07e3439aa4379a46aa98aeb48628e_172)] [added: Independence](#i441e10d04bcb40fd8e34c96e5cd7a30b_181)] | | | [removed: [114](#idda07e3439aa4379a46aa98aeb48628e_172)] [added: [130](#i441e10d04bcb40fd8e34c96e5cd7a30b_181)] | | |

| | | | [removed: [Item 14.](#idda07e3439aa4379a46aa98aeb48628e_172)] [added: [Item 14.](#i441e10d04bcb40fd8e34c96e5cd7a30b_181)] | | | [Principal Accountant Fees and [removed: Services](#idda07e3439aa4379a46aa98aeb48628e_172)] [added: Services](#i441e10d04bcb40fd8e34c96e5cd7a30b_181)] | | | [removed: [114](#idda07e3439aa4379a46aa98aeb48628e_172)] [added: [130](#i441e10d04bcb40fd8e34c96e5cd7a30b_181)] | | |

| [removed: PART [IV](#idda07e3439aa4379a46aa98aeb48628e_190)] [added: Part [IV](#i441e10d04bcb40fd8e34c96e5cd7a30b_184)] | | | [removed: [Item 15.](#idda07e3439aa4379a46aa98aeb48628e_190)] [added: [Item 15.](#i441e10d04bcb40fd8e34c96e5cd7a30b_184)] | | | [Exhibits and Financial Statement [removed: Schedules](#idda07e3439aa4379a46aa98aeb48628e_190)] [added: Schedules](#i441e10d04bcb40fd8e34c96e5cd7a30b_184)] | | | [removed: [115](#idda07e3439aa4379a46aa98aeb48628e_190)] [added: [131](#i441e10d04bcb40fd8e34c96e5cd7a30b_184)] | | |

| [added: [Item 16.](#i441e10d04bcb40fd8e34c96e5cd7a30b_187)] | | | [removed: [Item 16.](#idda07e3439aa4379a46aa98aeb48628e_613)] [added: [Form 10-K Summary](#i441e10d04bcb40fd8e34c96e5cd7a30b_187)] | | | [removed: [Form 10-K Summary](#idda07e3439aa4379a46aa98aeb48628e_613)] [added: [134](#i441e10d04bcb40fd8e34c96e5cd7a30b_187)] | | | [removed: [117](#idda07e3439aa4379a46aa98aeb48628e_613)] | | |

[removed: PART I][added: Part I]

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

| [Item 1A.](#i441e10d04bcb40fd8e34c96e5cd7a30b_19) | | | [Risk Factors](#i441e10d04bcb40fd8e34c96e5cd7a30b_19) | | | [21](#i441e10d04bcb40fd8e34c96e5cd7a30b_19) | | | | | |

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| | | | | | | [Signatures](#i441e10d04bcb40fd8e34c96e5cd7a30b_190) | | | [135](#i441e10d04bcb40fd8e34c96e5cd7a30b_190) | | |

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|  | | | 1 | | | Form 10-K | | |

- expectations relating to sustainability considerations

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| Form 10-K | | | 2 | | |  | | |

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

| | | | | | | [Signatures](#idda07e3439aa4379a46aa98aeb48628e_199) | | | [118](#idda07e3439aa4379a46aa98aeb48628e_199) | | |

| Table of Contents | | | i | | |

▪expectations relating to environmental, social and governance considerations

IT’S THE VULCAN WAY.

[removed: UNRESOLVED STAFF COMMENTS][added: | Unresolved Staff Comments | | |]

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| Part I | | | 22 | | |

[removed: CYBERSECURITY][added: | Cybersecurity | | |]

We have a cross-departmental approach to addressing cybersecurity risk, including input from employees and our Board of Directors (the [removed: "Board").][added: Board).]

In addition, [removed: internal and external auditors assess] our information technology general controls [added: are assessed] on an annual basis.

Our Chief Information Officer has served in this role since April 2022 and has over [removed: 25] [added: 30] years of experience in Information Technology.

All employees with computer access are asked to complete cybersecurity training at least once per year and have access to more frequent cybersecurity [removed: trainings] [added: training] through [added: an] online [removed: trainings.][added: 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 [removed: trainings.][added: training.]

These tests and assessments are useful [removed: tools] for maintaining a robust cybersecurity program to protect our investors, customers, employees and vendors.

In addition, the Board receives [added: formal] updates from the Chief Information Officer throughout the year.

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 [removed: providers such as Amazon Web Services),] [added: providers),] and these systems contain non-public data about our business, employees, suppliers and customers” in Item 1A “[Risk [removed: Factors](#idda07e3439aa4379a46aa98aeb48628e_16).”][added: Factors](#i441e10d04bcb40fd8e34c96e5cd7a30b_19).”]

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

Our program also incorporates continuous monitoring of critical SaaS and Cloud providers.

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|  | | | 25 | | | Form 10-K | | |

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| Form 10-K | | | 26 | | |  | | |

Part I

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[removed: PROPERTIES][added: | Properties | | |]

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; [added: and previously] Puerto Cortés, Honduras and Quintana Roo, Mexico (see the NAFTA Arbitration section in Note 12 “[Commitments and [removed: Contingencies](#idda07e3439aa4379a46aa98aeb48628e_136)”] [added: Contingencies](#i441e10d04bcb40fd8e34c96e5cd7a30b_145)”] in Item 8 “[Financial Statements and Supplementary [removed: Data](#idda07e3439aa4379a46aa98aeb48628e_76)”).][added: Data](#i441e10d04bcb40fd8e34c96e5cd7a30b_88)”).]

The following map illustrates the location of our [removed: 244] [added: 248] aggregates production stage properties and [removed: 79] [added: 81] development stage properties.

Our [removed: 40] [added: 35] aggregates exploration stage properties are excluded from this map.

![Geology Map - [removed: 2024] [added: 2025] Stages of [removed: Production.jpg](https://www.sec.gov/Archives/edgar/data/1396009/000139600925000005/vmc-20241231_g15.jpg)][added: Production.jpg](https://www.sec.gov/Archives/edgar/data/1396009/000162828026009546/vmc-20251231_g18.jpg)]

[removed: *Production] [added: Production] and sales are currently halted at our Calica operations in [removed: Mexico.][added: Mexico and our Puerto Cortés operations in Honduras.]

For additional information, see Note 12 [removed: “[Commitments] [added: “[Commitments] and [removed: Contingencies](#idda07e3439aa4379a46aa98aeb48628e_136)”] [added: Contingencies](#i441e10d04bcb40fd8e34c96e5cd7a30b_145)”] in Item 8 [removed: “[Financial] [added: “[Financial] Statements and Supplementary [removed: Data](#idda07e3439aa4379a46aa98aeb48628e_76).”*][added: Data](#i441e10d04bcb40fd8e34c96e5cd7a30b_88).”]

As of December 31, [removed: 2024,] [added: 2025,] we directly operated substantially all of our aggregates production facilities.

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

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

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

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

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

Our [removed: 2024] [added: 2025] measured, indicated and inferred aggregates resources are based on an initial assessment using an average sales price assumption ranging from approximately [removed: $9.10] [added: $14.30] to [removed: $26.50] [added: $28.10] per ton depending on the location/market.

The table below presents, by division, details of our aggregates resources as of December 31, [removed: 2024.][added: 2025.]

| [removed: *(millions] [added: | | | millions] of [removed: tons)*] [added: tons] | | | [added: Stone 2] | | | | | | | | | | | | [added: Sand & Gravel] | | | | | | | | | | | | | | | [added: | | |]

| | | | [removed: Stone 2] [added: millions of tons] | | | [added: Stone 3] | | | | | | | | | [removed: Sand] [added: | | | Sand] & [removed: Gravel] [added: Gravel] | | | | | | | | | | | | | | | [added: | | |]

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

| [added: | | |] International | | | 0.0 | | | [removed: 61.1] [added: 311.1] | | | [removed: 61.1] [added: 311.1] | | | | | | 0.0 | | | 0.0 | | | 0.0 | | | [removed: 61.1] [added: 311.1] | | | 0.0 | | | [added: | | |]

| [added: | | |] South | | | [removed: 558.7] [added: 556.6] | | | 497.2 | | | [removed: 1,055.9] [added: 1,053.8] | | | | | | 32.5 | | | 52.4 | | | 84.9 | | | [removed: 1,140.8] [added: 1,138.7] | | | 384.4 | | | [added: | | |]

[removed: *1The] [added: 1.The] divisions are defined by states/countries as [removed: follows:*][added: follows:]

[removed: *Central Division*] [added: Central Division] — [removed: *Illinois,] [added: Alabama, Illinois,] Kentucky and [removed: Tennessee*][added: Tennessee]

[removed: *East Division*] [added: East Division] — [removed: *North Carolina,] South Carolina and North/Central [removed: Georgia*][added: Georgia]

[removed: *International Division*] [added: International Division] — [removed: *Puerto] [added: Nova Scotia (Canada), Puerto] Cortés (Honduras) and Quintana Roo [removed: (Mexico)*][added: (Mexico)]

[removed: *Northeast Division*] [added: Northeast Division] — [removed: *Delaware,] [added: Delaware,] Maryland, New Jersey, New York, [added: North Carolina,] Pennsylvania, Virginia and Washington [removed: D.C.*][added: D.C.]

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

[removed: *Southern Gulf Coast (SGC) Division*] [added: Southwest Division] — [removed: *Alabama,] Arkansas, Florida Panhandle, [removed: Louisiana] [added: Louisiana, Mississippi, Oklahoma] and [removed: Mississippi*][added: Texas]

[removed: *Western Division*] [added: Western Division] — [removed: *Arizona,* *California,] [added: Arizona, California,] New Mexico and British Columbia [removed: (Canada)*][added: (Canada)]

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

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

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

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

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

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

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

Our [removed: 2024] [added: 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 [removed: $9.10] [added: $14.30] to [removed: $26.50] [added: $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, [removed: 2024.][added: 2025.]

| | | | [removed: Stone 3 | | |] [added: Division 2] | | | [added: Stone] | | | [added: Sand & Gravel] | | | [removed: Sand & Gravel] [added: Total] | | | [added: Sales Yards] | | | [added: Total] | | | | | | | | |

| [removed: Division 1] | | | [removed: Proven Reserves] [added: Division 1] | | | [removed: Probable Reserves] [added: Proven Reserves] | | | [removed: Total Reserves] [added: Probable Reserves] | | | [added: Total Reserves] | | | [removed: Proven Reserves] | | | [removed: Probable Reserves] [added: Proven Reserves] | | | [removed: Total Reserves] [added: Probable Reserves] | | | [removed: Total Reserves] [added: Total Reserves] | | | [removed: 2024 2 Production] [added: Total Reserves] | | | [added: 2025 2 Production | | | | | |]

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|  | | | 27 | | | Form 10-K | | |

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| Form 10-K | | | 28 | | |  | | |

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| | | | Aggregates Resources | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| | | | 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 | | | | | |

| | | | Northeast | | | 1,673.9 | | | 222.9 | | | 1,896.8 | | | | | | 31.8 | | | 0.0 | | | 31.8 | | | 1,928.6 | | | 25.4 | | | | | |

| | | | 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 | | | | | |

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

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|  | | | 29 | | | Form 10-K | | |

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

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

| | | | Aggregates Reserves | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| | | | 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 | | | | | |

| | | | | | | | | |

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

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| Form 10-K | | | 30 | | |  | | |

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

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

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

| | | | Total | | | 204 | | | 44 | | | 248 | | | 107 | | | 66 | | | 421 | | | | | |

| | | | | | |

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

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

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

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

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

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

| Southern Gulf Coast | | | 671.6 | | | 175.1 | | | 846.7 | | | | | | 42.0 | | | 0.0 | | | 42.0 | | | 888.7 | | | 218.4 | | |

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

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

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

*Southwest Division* — *Oklahoma and Texas*

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

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

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

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

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

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

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

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

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

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

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

| Division 2 | | | Stone | | | Sand & Gravel | | | Total | | | Sales Yards | | | Recycle and Landfill Sites | | | Total | | |

| Southern Gulf Coast | | | 30 | | | 0 | | | 30 | | | 20 | | | 2 | | | 52 | | |

| Total | | | 199 | | | 45 | | | 244 | | | 109 | | | 65 | | | 418 | | |

| Southern Gulf Coast | | | 4 | | | 0 | | |

*2Asphalt facilities for the Central, Southern Gulf Coast and Southwest Divisions are comprised of asphalt mix facilities and construction paving businesses.*

[removed: MINE SAFETY DISCLOSURES][added: | 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 [removed: 95](https://www.sec.gov/Archives/edgar/data/1396009/000139600925000005/a2024ex95.htm)] [added: 95](https://www.sec.gov/Archives/edgar/data/1396009/000162828026009546/a4q25-ex95.htm)] of this report.

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

The names, positions and ages, as of February [removed: 20, 2025,] [added: 19, 2026,] of our executive officers are as follows:

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

| [removed: J.] [added: | | | J.] Thomas [removed: Hill] [added: Hill] | | | [removed: Chairman and Chief] Executive [removed: Officer] [added: Chairman] | | | [removed: 65] [added: 66] | | | [added: | | |]

| [removed: Thompson] [added: | | | Thompson] S. Baker [removed: II] [added: II] | | | President | | | [removed: 66] [added: 67] | | | [added: | | |]

| [removed: Mary] [added: | | | Mary] Andrews [removed: Carlisle] [added: Carlisle] | | | Senior Vice President and Chief Financial Officer | | | [removed: 44] [added: 45] | | | [added: | | |]

| [removed: Stanley] [added: | | | Stanley] G. [removed: Bass] [added: Bass] | | | Chief Strategy Officer | | | [removed: 63] [added: 64] | | | [added: | | |]

| [removed: Ronnie] [added: | | | Ronnie] A. [removed: Pruitt] [added: Pruitt] | | | Chief [removed: Operating] [added: Executive] Officer | | | [removed: 54] [added: 55] | | | [added: | | |]

| [removed: Denson] [added: | | | Denson] N. Franklin [removed: III] [added: III] | | | Senior Vice President, General Counsel and Secretary | | | [removed: 61] [added: 62] | | | [added: | | |]

| [removed: David] [added: | | | David] P. [removed: Clement] [added: Clement] | | | Senior Vice President, Operations Support, Procurement | | | [removed: 64] [added: 65] | | | [added: | | |]

[removed: | Jerry F. Perkins Jr. | | |] [added: He previously served as] Senior Vice [removed: President,] [added: President of] Business Development, Commercial Excellence, [removed: Land,] [added: Land and] Logistics [removed: | | | 55 | | |][added: since March 2024.]

| [removed: Randy] [added: | | | Randy] L. [removed: Pigg] [added: Pigg] | | | Vice President, Controller and Principal Accounting Officer | | | [removed: 52] [added: 53] | | | [added: | | |]

Thomas Hill was elected [added: Executive] Chairman of the Board of Directors effective January 1, [removed: 2016 and President and Chief Executive Officer in July 2014.][added: 2026.]

[removed: Previously,] [added: 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.

Ms. Carlisle joined [removed: the Company] [added: Vulcan] in 2006 and has held roles of increasing responsibility in multiple divisions as well as in corporate finance and business development.

[removed: He previously] [added: Prior to that, he] served as Senior Vice President of the Southwest and Western Divisions.

Franklin III joined [removed: the Company] [added: Vulcan] in December 2019 as Senior Vice President, General Counsel and Secretary.

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 [added: former] Midwest Division.

[removed: He previously] [added: 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.

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

[removed: PART II][added: Part II]

| | | | | | | | | |

| Form 10-K | | | 32 | | |  | | |

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

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

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

| | | | Mitesh B. Shah | | | Senior Vice President, Chief Human Resources Officer | | | 48 | | | | | |

| | | | Brent P. Goodsell | | | Senior Vice President, East Region | | | 55 | | | | | |

| | | | Jerry F. Perkins Jr. | | | Chief Administrative Officer | | | 56 | | | | | |

| | | | James T. Polomsky | | | Senior Vice President, West Region | | | 49 | | | | | |

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.

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.

| | | | | | | | | |

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| | | | | | | | | |

|  | | | 33 | | | Form 10-K | | |

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.

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.

Perkins Jr. is Chief Administrative Officer.

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 | | |  | | |

| | | | | | |

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

He served as President through September 2023.

Pruitt was appointed Chief Operating Officer effective September 2023.

Perkins Jr. is Senior Vice President of Business Development, Commercial Excellence, Land and Logistics.

[removed: MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS][added: | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | |]

As of February [removed: 13, 2025,] [added: 11, 2026,] the number of shareholders of record was [removed: 1,977.][added: 1,877.]

We did not [removed: purchase] [added: have] any [added: unregistered sales] of [removed: our] equity securities during the fourth quarter of [removed: 2024.][added: 2025.]

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.

AND ISSUER PURCHASES OF EQUITY SECURITIES

We did not have any unregistered sales of equity securities during the fourth quarter of 2024.

[removed: \[RESERVED\]][added: | \[Reserved\] | | |]

[removed: | Part II | | | 31 | | |][added: Part II]

| | | | | | | | | |

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

| | | | | | | | | |

|  | | | 35 | | | Form 10-K | | |

| | | | | | |

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

[removed: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA][added: | Financial Statements and Supplementary Data | | |]

We have audited the accompanying consolidated balance sheets of Vulcan Materials Company and subsidiaries (the “Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2024,] [added: 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, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 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, [removed: 2024,] [added: 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 [removed: 20, 2025] [added: 19, 2026] expressed an unqualified opinion on the Company's internal control over financial reporting.

[removed: *Critical] [added: Critical] Audit Matter [removed: Description*][added: Description]

The groundwater treatment system for the Hewitt Landfill on-site remediation is fully [removed: operational,] [added: 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 [removed: NHOU.][added: NHOU, including the demand presented by LADWP subsequent to year end.]

We identified the Hewitt Landfill and NHOU (collectively the “Hewitt Landfill Environmental Matter” or “the Matter”) as a critical audit matter because evaluating [removed: the] [added: management’s assertion that they are unable to reasonably] estimate [added: a range] of [added: loss pertaining to LADWP’s potential contribution claim or potential work completed at] the [removed: liability] [added: 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.

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

[removed: *How] [added: How] the Critical Audit Matter Was Addressed in the [removed: Audit*][added: Audit]

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

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

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

[removed: ▪Performing] [added: - Performing] a search of environmental records in the public domain from independently and nationally recognized resources.

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

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

[removed: /s/] [added: /s/] DELOITTE & TOUCHE [removed: LLP][added: LLP]

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

[removed: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME][added: Consolidated Statements Of Comprehensive Income]

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

| [removed: *in] [added: | | | in] millions, except per share [removed: data*] [added: data] | | | [removed: 2024] [added: 2025] | | | [removed: 2023] | | | [removed: 2022] [added: 2024] | | | [added: | | | 2023 | | | | | |]

| [added: | | |] Total revenues | | | $ | [added: 7,941.1 | | | | | $ |] 7,417.7 | | [added: | | |] $ | 7,781.9 | | [removed: $] | [removed: 7,315.2] | |

| [added: | | |] Cost of revenues | | | [added: (5,766.5) | | | | | |] (5,418.1) | | | [added: | | |] (5,833.4) | | | [removed: (5,757.5)] | | |

| [added: | | |] Gross profit | | | [added: 2,174.6 | | | | | |] 1,999.6 | | | [added: | | |] 1,948.5 | | | [removed: 1,557.7] | | |

| [added: | | |] Selling, administrative and general expenses | | | [added: (564.1) | | | | | |] (531.1) | | | [added: | | |] (542.8) | | | [removed: (515.1)] | | |

| [added: | | |] Gain on sale of property, plant & equipment and businesses | | | [added: 52.4 | | | | | |] 52.3 | | | [added: | | |] 76.4 | | | [removed: 10.7] | | |

| [added: | | |] Loss on impairments | | | [added: 0.0 | | | | | |] (86.6) | | | [added: | | |] (28.3) | | | [removed: (67.9)] | | |

| [added: | | |] Other operating expense, net | | | [added: (43.3) | | | | | |] (69.7) | | | [added: | | |] (26.4) | | | [removed: (34.0)] | | |

| [added: | | |] Operating earnings | | | [added: 1,619.6 | | | | | |] 1,364.5 | | | [added: | | |] 1,427.4 | | | [removed: 951.4] | | |

| [added: | | |] Other nonoperating [removed: income (expense),] [added: expense,] net | | | [added: (3.2) | | | | | |] (22.1) | | | [added: | | |] (2.7) | | | [removed: 5.1] | | |

| [added: | | |] Interest income | | | [added: 13.4 | | | | | |] 20.9 | | | [added: | | |] 16.5 | | | [removed: 0.8] | | |

| [added: | | |] Interest expense | | | [added: (239.7) | | | | | |] (191.2) | | | [added: | | |] (196.1) | | | [removed: (169.2)] | | |

| [added: | | |] Earnings from continuing operations before income taxes | | | [added: 1,390.1 | | | | | |] 1,172.1 | | | [added: | | |] 1,245.1 | | | [removed: 788.1] | | |

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

| [added: | | |] Current | | | [added: (281.6) | | | | | |] (261.3) | | | [added: | | |] (343.6) | | | [removed: (133.4)] | | |

| [added: | | |] Deferred | | | [added: (25.9) | | | | | |] 9.9 | | | [added: | | |] 44.2 | | | [removed: (59.6)] | | |

| [added: | | |] Total income tax expense | | | [added: (307.5) | | | | | |] (251.4) | | | [added: | | |] (299.4) | | | [removed: (193.0)] | | |

| [added: | | |] Earnings from continuing operations | | | [added: 1,082.6 | | | | | |] 920.7 | | | [added: | | |] 945.7 | | | [removed: 595.1] | | |

| [added: | | |] Loss on discontinued operations, net of tax | | | [added: (4.5) | | | | | |] (7.6) | | | [added: | | |] (10.8) | | | [removed: (18.6)] | | |

| [added: | | |] Net earnings | | | [added: 1,078.1 | | | | | |] 913.1 | | | [added: | | |] 934.9 | | | [removed: 576.5] | | |

| Form 10-K | | | 70 | | |  | | |

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

February 19, 2026

|  | | | 71 | | | Form 10-K | | |

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

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

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

| | | | Discontinued operations | | | (0.04) | | | | | | (0.06) | | | | | | (0.08) | | | | | |

| Form 10-K | | | 72 | | |  | | |

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

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

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

| | | | Assets held for sale | | | 708.5 | | | | | | 0.0 | | | | | |

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

| | | | Liabilities held for sale | | | 29.3 | | | | | | 0.0 | | | | | |

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

|  | | | 73 | | | Form 10-K | | |

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

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

| | | | | | | For the Years Ended December 31 | | | | | | | | | | | | | | | | | |

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

| | | | Distribution to noncontrolling interest | | | (1.5) | | | | | | (1.8) | | | | | | (0.8) | | | | | |

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

| Form 10-K | | | 74 | | |  | | |

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

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

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

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

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

| | | | Net earnings | | | 0.0 | | | 0.0 | | | 0.0 | | | 1,076.7 | | | 0.0 | | | 1,076.7 | | | 1.4 | | | 1,078.1 | | | | | |

| | | | Purchase and retirement of common stock | | | (1.5) | | | (1.5) | | | 0.0 | | | (440.6) | | | 0.0 | | | (442.1) | | | 0.0 | | | (442.1) | | | | | |

| | | | Balances at December 31, 2025 | | | 130.6 | | | $ | 130.6 | | $ | 2,930.0 | | $ | 5,590.1 | | $ | (125.6) | | $ | 8,525.1 | | $ | 23.8 | | $ | 8,548.9 | | | | |

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

|  | | | 75 | | | Form 10-K | | |

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

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

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

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

| Form 10-K | | | 76 | | |  | | |

|  | | | 77 | | | Form 10-K | | |

| | | | | | |

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

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

February 20, 2025

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

| Balances at December 31, 2021 | | | 132.7 | | | $ | 132.7 | | $ | 2,816.5 | | $ | 3,748.5 | | $ | (152.7) | | $ | 6,545.0 | | $ | 22.7 | | $ | 6,567.7 | |

| Net earnings | | | 0.0 | | | 0.0 | | | 0.0 | | | 575.6 | | | 0.0 | | | 575.6 | | | 0.9 | | | 576.5 | | |

In addition, 2022 includes a $15.3 million charge for a litigation matter.