# Vulcan Materials CO: Form 10-Q for the period ended Sep 30, 2026

- Company: [Vulcan Materials CO](/companies/vmc.md) (CIK 1396009)
- Form: 10-Q
- Filed: 2026-10-29
- Accepted by EDGAR: Oct 29, 2026, 12:03 ET
- Period: 2026-09-30
- Accession: 0001628280-26-068102
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1396009/000162828026068102/vmc-20260930.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1396009/000162828026068102/

## Management's discussion and analysis

As filed, 60,390 characters.

### Management’s Discussion and Analysis of Financial Condition and Results of Operations

### General Comments

### OVERVIEW

We provide the basic materials for the infrastructure needed to maintain and expand the U.S. economy. We operate primarily in the U.S. and are the nation's largest supplier of construction aggregates (primarily crushed stone, sand and gravel) and a major producer of aggregates-intensive downstream products such as asphalt mix and ready-mixed concrete. Our strategy and competitive advantage are based on our strength in aggregates which are used in most types of construction and in the production of asphalt mix and ready-mixed concrete.

Demand for our products is dependent on construction activity and correlates positively with changes in population, employment and household formations. End uses include public construction (e.g., highways, bridges, buildings, airports, schools, prisons, sewer and waste disposal systems, water supply systems, dams, reservoirs and other public construction projects), private nonresidential construction (e.g., manufacturing, retail, offices and warehouses) and private residential construction (e.g., single-family houses, duplexes, apartment buildings and condominiums).

Aggregates have a very high weight-to-price ratio and, in most cases, must be produced near where they are used; if not, transportation can cost more than the materials, rendering them uncompetitive compared to locally produced materials. Exceptions to this typical market structure include areas along the U.S. Gulf Coast and the Eastern Seaboard where there are limited supplies of locally available, high-quality aggregates. We serve these markets from quarries that have access to cost-effective long-haul transportation, including shipping by barge, rail and our fleet of Panamax-class, self-unloading ships. Additionally, we serve markets in California and Hawaii from our quarry in British Columbia, Canada by means of a long-term marine shipping agreement with CSL Americas.

There are limited substitutes for quality aggregates. Due to zoning and permitting regulations and high transportation costs relative to the value of the product, the location of reserves is a critical factor to our long-term success.

No material part of our business depends upon any single customer whose loss would have a significant adverse effect on our business. In 2025, our five largest customers accounted for approximately 7% of our total revenues, and no single customer accounted for more than 2% of our total revenues. Although approximately 40% to 55% of our aggregates shipments have historically been used in publicly-funded construction, such as highways, airports and government buildings, a relatively small portion of our sales are made directly to federal, state, county or municipal governments/agencies. Therefore, although reductions in state and federal funding can curtail publicly-funded construction, the vast majority of our business is not directly subject to renegotiation of profits or termination of contracts with local, state or federal governments. In addition, our sales to government entities span several hundred entities coast-to-coast, ensuring that negative changes to various government budgets would have a muted impact across such a diversified set of government customers.

While aggregates is our focus and primary business, we believe vertical integration between aggregates and downstream products, such as asphalt mix and ready-mixed concrete, can be managed effectively in certain markets to generate attractive financial returns and enhance financial returns in our core Aggregates segment. We produce and sell aggregates-intensive asphalt mix and/or ready-mixed concrete products in our Alabama, Arizona, California, Maryland, New Mexico, Tennessee, Texas, Virginia, and Washington D.C. markets. Aggregates comprise approximately 95% of asphalt mix by weight and 80% of ready-mixed concrete by weight. In both of these downstream businesses, aggregates are primarily supplied from our operations.

### SEASONALITY AND CYCLICAL NATURE OF OUR BUSINESS

Almost all of our products are produced and consumed outdoors. Seasonal changes and other weather-related conditions can affect the production and sales volume of our products. Therefore, the financial results for any quarter do not necessarily indicate the results expected for the year. Normally, the highest sales and earnings are in the third quarter, and the lowest are in the first quarter. Furthermore, our sales and earnings are sensitive to national, regional and local economic conditions, demographic and population fluctuations, and particularly to cyclical swings in construction spending, primarily in the private sector.

### Executive Summary

### FINANCIAL HIGHLIGHTS FOR THIRD QUARTER 2026

Compared to third quarter of 2025:

- Total revenues decreased $106.9 million, or 5%, to $2,184.6 million
- Gross profit decreased $31.6 million, or 5%, to $665.6 million
- Aggregates segment sales increased $30.4 million, or 2%, to $1,822.5 million
- Aggregates segment freight-adjusted revenues increased $8.0 million, or 1%, to $1,431.7 million
- Shipments decreased 3%, or 2.0 million tons, to 62.7 million tons
- Freight-adjusted sales price increased 3.8%, or $0.83 per ton, to $22.84
- Aggregates segment gross profit decreased $18.7 million, or 3%, to $593.4 million
- Unit profitability (as measured by gross profit per ton) of $9.46 per ton was consistent with the prior year
- Asphalt and Concrete segment gross profit decreased $12.9 million to $72.2 million, collectively
- Selling, administrative and general (SAG) expenses decreased $8.3 million and remained flat as a percentage of total revenues
- Operating earnings decreased $18.6 million, or 3%, to $524.6 million
- Earnings attributable to Vulcan from continuing operations were $2.81 per diluted share compared to $2.83 per diluted share
- Adjusted earnings attributable to Vulcan from continuing operations were $2.83 per diluted share compared to $2.84 per diluted share
- Net earnings attributable to Vulcan were $362.3 million, a decrease of $12.6 million, or 3%
- Adjusted EBITDA was $706.7 million, a decrease of $28.5 million, or 4%
- Returned capital to shareholders via dividends of $66.9 million at $0.52 per share versus $64.7 million at $0.49 per share
- Returned capital to shareholders via share repurchases of $350.0 million at a $275.31 average price per share compared to no share repurchases in the prior year quarter

Our third quarter results reflect disciplined operational execution across our entire organization. Our teams stayed focused on our core priorities, driving operational efficiencies, protecting margins, and delivering dependable value to our customers in a dynamic environment marked by energy inflation. Commercial and operational execution drove continued expansion in aggregates cash gross profit per ton despite ongoing energy headwinds in the third quarter. Segment gross profit was $593.4 million ($9.46 per ton), and cash gross profit was $749.5 million ($11.95 per ton).

Through the first nine months, cash provided by operating activities was $971.0 million. Capital expenditures for maintenance and growth projects were $174.4 million in the third quarter. We returned $66.9 million to shareholders through dividends (a 3% increase versus the prior year) and $350.0 million through share repurchases (compared to no share repurchases in the prior year quarter).

As of September 30, 2026, the ratio of total debt to trailing-twelve months Adjusted EBITDA was 2.0 times and within the Company’s target range of 2.0 to 2.5 times (1.9 times on a net debt basis, reflecting $172.4 million of cash on hand). Our weighted-average debt maturity was 12.3 years, and our weighted-average effective interest rate was 4.97%. On a trailing-twelve months basis, return on invested capital was 15.9%.

We continue to actively expand our reach through strategic, disciplined acquisitions that reinforce our position in attractive, long-term growth markets. During the third quarter, we completed two bolt-on acquisitions that align with our aggregates-led strategy and enhance our position in Tennessee and expand our reach into southern Ohio. These targeted aggregates-led investments, combined with our core operational momentum, position us well for continued earnings growth and value creation for shareholders.

### OUTLOOK

Our results through the first nine months of this year highlight the durability of our business. Despite significant energy headwinds, we have preserved our Adjusted EBITDA margin and expanded unit profitability in aggregates. We have taken proactive pricing and cost actions to mitigate the elevated energy inflation that has continued into the fourth quarter. Backed by our operational and commercial discipline, we expect to deliver approximately $2.4 billion in Adjusted EBITDA for the full year.

As we look to 2027, our execution and ongoing portfolio expansion set the stage for another year of earnings growth. We anticipate a continuation of the current demand environment next year and expect to continue expanding aggregates cash gross profit per ton with mid- to high- single digit pricing gains through execution of the Vulcan Way of Selling and cost benefits from the Vulcan Way of Operating.

We have the right aggregates-led strategy and the operational rigor to navigate dynamic market conditions. By maintaining disciplined capital deployment, integrating high-quality assets into our network, and executing on the fundamentals we control, we will continue to generate strong cash flow and compound superior value for our shareholders.

### Results of Operations

Total revenues are primarily derived from our product sales of aggregates, asphalt mix and ready-mixed concrete, and include freight & delivery costs that we pass along to our customers to deliver these products. We also generate service revenues from our asphalt construction paving business and services related to our aggregates business. We present separately our discontinued operations, which consist of our former Chemicals business.

The following table highlights significant components of our consolidated operating results including EBITDA and Adjusted EBITDA.

### CONSOLIDATED OPERATING RESULTS HIGHLIGHTS

*in millions, except per share and per unit data*

|  | Three Months Ended September 30 2026 | 2025 | Nine Months Ended September 30 2026 | 2025 |
| --- | ---: | ---: | ---: | ---: |
| Total revenues | $2,184.6 | $2,291.5 | $6,096.3 | $6,028.5 |
| Cost of revenues | (1,519.0) | (1,594.3) | (4,382.5) | (4,340.8) |
| Gross profit | 665.6 | 697.2 | 1,713.8 | 1,687.7 |
| Gross profit margin | 30.5% | 30.4% | 28.1% | 28.0% |
| Selling, administrative and general expenses | (137.0) | (145.3) | (414.1) | (428.0) |
| SAG as a percentage of total revenues | 6.3% | 6.3% | 6.8% | 7.1% |
| Gain (loss) on sale of property, plant & equipment and businesses | 0.2 | 0.6 | (11.4) | 9.2 |
| Operating earnings | 524.6 | 543.2 | 1,245.5 | 1,240.7 |
| Interest expense, net | (51.4) | (55.3) | (160.0) | (174.2) |
| Earnings from continuing operations before income taxes | 471.2 | 488.6 | 1,088.6 | 1,066.9 |
| Income tax expense | (107.1) | (112.4) | (234.4) | (237.4) |
| Effective tax rate from continuing operations | 22.7% | 23.0% | 21.5% | 22.3% |
| Earnings from continuing operations | 364.1 | 376.2 | 854.2 | 829.5 |
| Loss on discontinued operations, net of tax | (1.2) | (1.2) | (0.9) | (4.2) |
| Earnings attributable to noncontrolling interest | (0.6) | (0.1) | (2.1) | (0.6) |
| Net earnings attributable to Vulcan | $362.3 | $374.9 | $851.2 | $824.7 |
| Diluted earnings (loss) per share attributable to Vulcan |  |  |  |  |
| Continuing operations | $2.81 | $2.83 | $6.54 | $6.24 |
| Discontinued operations | (0.01) | (0.01) | (0.01) | (0.03) |
| Net earnings | $2.80 | $2.82 | $6.53 | $6.21 |
| EBITDA1 | $701.5 | $733.5 | $1,774.1 | $1,798.0 |
| Adjusted EBITDA1 | $706.7 | $735.2 | $1,807.8 | $1,805.6 |
| **Average Sales Price and Unit Shipments** |  |  |  |  |
| Aggregates |  |  |  |  |
| Tons | 62.7 | 64.7 | 172.6 | 171.7 |
| Freight-adjusted sales price | $22.84 | $22.01 | $22.87 | $22.05 |
| Asphalt Mix |  |  |  |  |
| Tons | 3.9 | 4.3 | 9.5 | 10.4 |
| Average sales price | $85.49 | $82.70 | $85.15 | $81.88 |
| Ready-mixed concrete |  |  |  |  |
| Cubic yards | 0.5 | 1.2 | 2.4 | 3.3 |
| Average sales price | $192.21 | $190.90 | $190.59 | $188.96 |

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

### THIRD QUARTER 2026 COMPARED TO THIRD QUARTER 2025

Third quarter 2026 total revenues were $2,184.6 million, down 5% from the third quarter of 2025. Shipments decreased in aggregates (3%), decreased in asphalt mix (10%) and decreased in ready-mixed concrete (61%). Gross profit decreased in the Aggregates segment ($18.7 million or 3%), decreased in the Asphalt segment ($6.8 million or 9%) and decreased in the Concrete segment ($6.1 million or 43%).

Net earnings attributable to Vulcan for the third quarter of 2026 were $362.3 million, or $2.80 per diluted share, compared to $374.9 million, or $2.82 per diluted share, in the third quarter of 2025. Each period’s results were impacted by discrete items, as follows:

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

- pretax loss on discontinued operations of $1.6 million
- pretax net loss of $0.5 million related to the sale of businesses
- pretax charges of $2.3 million associated with divested operations
- pretax charges of $0.8 million associated with non-routine acquisitions
- $0.8 million of tax charges related to a valuation allowance against Calica deferred tax assets, including NOL carryforwards

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

- pretax loss on discontinued operations of $1.6 million
- pretax charges of $0.1 million associated with non-routine acquisitions
- $1.8 million of tax charges related to a valuation allowance against Calica deferred tax assets, including NOL carryforwards

Adjusted for these discrete items, earnings attributable to Vulcan from continuing operations (Adjusted Diluted EPS) were $2.83 per diluted share for the third quarter of 2026 compared to $2.84 per diluted share for the third quarter of 2025.

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

*in millions*

|  |  |
| --- | ---: |
| Third quarter 2025 | $488.6 |
| Lower aggregates gross profit | (18.7) |
| Lower asphalt gross profit | (6.8) |
| Lower concrete gross profit | (6.1) |
| Lower selling, administrative and general expenses | 8.3 |
| Lower gain on sale of property, plant & equipment and businesses | (0.4) |
| Lower interest expense, net | 3.9 |
| All other | 2.4 |
| Third quarter 2026 | $471.2 |

Commercial and operational execution drove continued expansion in aggregates cash gross profit per ton despite ongoing energy headwinds in the third quarter. Third quarter Aggregates segment gross profit decreased 3% to $593.4 million ($9.46 on a per ton basis), and cash gross profit decreased to $749.5 million ($11.95 on a per ton basis).

As compared to the prior year, third quarter aggregates shipments decreased 3%. Shipments in the prior year’s third quarter benefited from favorable weather across the Company’s footprint following a slow start to the construction season due to severe winter weather and rainfall throughout the first half of the year.

The pricing environment remains positive with widespread growth across the Company’s footprint. Aggregates freight-adjusted selling prices increased 3.7% compared to the prior year (4.7% on a mix-adjusted basis). Continued cost management and operational execution helped offset energy cost headwinds and inflationary pressures on certain parts and supplies. Third quarter freight-adjusted unit cost of sales increased 7% (7%, or $0.72 per ton, on a unit cash cost of sales basis). Excluding the impact of higher diesel fuel costs, unit cash cost of sales increased 3%, reflecting a continued focus on cost management and operating efficiencies.

Overall, non-aggregates segments gross profit was $72.2 million, a 15% decrease compared to the prior year’s third quarter.

Asphalt segment gross profit was $64.2 million (a 9% decrease from the prior year), and cash gross profit was $75.8 million (a 10% decrease over the prior year). Gross profit per ton and cash gross profit per ton were consistent with the prior year. Asphalt gross profit margin remained strong at 17%, despite lower shipments and higher liquid asphalt costs. Third quarter results in the prior year included our Houston asphalt and construction business that was divested in the fourth quarter of 2025.

Concrete segment gross profit was $8.0 million, and cash gross profit was $11.8 million. Unit gross profit increased 46%, while unit cash gross profit decreased 1%. The increase in unit gross profit was primarily due to the suspension of depreciation and amortization of our California ready-mixed concrete assets which were classified as held-for-sale during the first half of 2026. The divestiture of these operations was completed in early June of 2026 (see Note 16 to the condensed consolidated financial statements).

SAG expense was $137.0 million for the third quarter compared to $145.3 million in the prior year. For the quarter, SAG expense as a percent of total revenues of 6.3% was consistent with the prior year. On a trailing-twelve months basis, SAG expense was 6.9% of total revenues, a 30 basis point improvement from the prior year.

Gain on sale of property, plant & equipment and businesses was $0.2 million in the third quarter of 2026 compared to $0.6 million in the third quarter of 2025.

Net other operating expense, which is composed primarily of idle facilities expense, environmental remediation costs, gain (loss) on settlement of AROs, finance charges collected, and rental income, was $4.2 million of expense for the third quarter of 2026 compared to $9.3 million of expense in the third quarter of 2025. The third quarter of 2026 included $2.3 million of charges associated with divested operations and $0.8 million of charges associated with non-routine acquisitions.

Net other nonoperating income (expense) was $2.0 million of expense for the third quarter of 2026 compared to $0.7 million of income for the third quarter of 2025.

Net interest expense was $51.4 million in the third quarter of 2026 compared to $55.3 million in the third quarter of 2025.

Income tax expense from continuing operations was $107.1 million in the third quarter of 2026 compared to $112.4 million in the third quarter of 2025. The decrease in tax expense was primarily due to the decrease in pretax earnings coupled with the energy investment tax credit benefit recorded in the third quarter of 2026.

Earnings attributable to Vulcan from continuing operations were $2.81 per diluted share in the third quarter of 2026 compared to $2.83 per diluted share in the third quarter of 2025.

DISCONTINUED OPERATIONS — Third quarter pretax loss from discontinued operations was $1.6 million in 2026 compared with a pretax loss of $1.6 million in 2025. Both periods include charges or credits related to general and product liability costs and accruals, including legal defense costs, and environmental remediation costs associated with our former Chemicals business. For additional details, see Note 1 to the condensed consolidated financial statements under the caption Discontinued Operations.

### YEAR-TO-DATE SEPTEMBER 30, 2026 COMPARED TO YEAR-TO-DATE SEPTEMBER 30, 2025

Total revenues for the first nine months of 2026 were $6,096.3 million, up 1% from the first nine months of 2025. Shipments increased in aggregates (1%), decreased in asphalt mix (9%) and decreased in ready-mixed concrete (27%). Gross profit increased in the Aggregates segment ($32.1 million or 2%), decreased in the Asphalt segment ($6.6 million or 5%) and increased in the Concrete segment ($0.6 million or 3%). The decrease in concrete shipments was primarily due to the sale of our concrete operations in California during the second quarter of 2026 (see Note 16 to the condensed consolidated financial statements).

Net earnings attributable to Vulcan for the first nine months of 2026 were $851.2 million, or $6.53 per diluted share, compared to $824.7 million, or $6.21 per diluted share in the first nine months of 2025. Each period’s results were impacted by discrete items, as follows:

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

- pretax loss on discontinued operations of $1.3 million
- pretax loss of $13.7 million associated with the sale of businesses
- pretax charges of $8.8 million associated with divested operations
- pretax charges of $1.2 million associated with non-routine acquisitions
- pretax charges of $8.6 million related to CEO transition and reorganization charges
- $4.5 million of tax charges related to a valuation allowance against Calica deferred tax assets, including NOL carryforwards

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

- pretax loss on discontinued operations of $5.7 million
- pretax charges of $1.9 million associated with non-routine acquisitions
- $5.6 million of tax charges related to a valuation allowance against Calica deferred tax assets, including NOL carryforwards

Adjusted for these discrete items, earnings attributable to Vulcan from continuing operations (Adjusted Diluted EPS) was $6.76 per diluted share for the first nine months of 2026 compared to $6.29 per diluted share for the first nine months of 2025.

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

*in millions*

|  |  |
| --- | ---: |
| Year-to-date September 30, 2025 | $1,066.9 |
| Higher aggregates gross profit | 32.1 |
| Lower asphalt gross profit | (6.6) |
| Higher concrete gross profit | 0.6 |
| Lower selling, administrative and general expenses | 13.9 |
| Lower gain or higher loss on sale of property, plant & equipment and businesses | (20.6) |
| Lower interest expense, net | 14.2 |
| All other | (11.9) |
| Year-to-date September 30, 2026 | $1,088.6 |

Aggregates segment sales for the first nine months of 2026 were $5,036.0 million (up 5%), and shipments increased 1%, or 0.9 million tons, compared to the prior year. Aggregates segment gross profit was $1,561.1 million ($9.05 per ton) in the first nine months of 2026 versus $1,529.0 million ($8.91 per ton) in the prior year. On a year-to-date basis, cash gross profit per ton increased 1% to $11.68 per ton.

Freight-adjusted selling prices increased 3.7% compared to the prior year (4.7% on a mix-adjusted basis), with growth widespread across our footprint. Freight-adjusted unit cash cost of sales for the first nine months of 2026 increased 6% versus the prior year. We remain focused on cost management and operating efficiencies.

Asphalt segment gross profit of $126.3 million decreased 5% compared to the first nine months of 2025, and cash gross profit of $160.2 million decreased 7% from the prior year. Asphalt mix shipments decreased 8%, and average unit selling prices increased 4.0%, or $3.27 per ton.

Concrete segment gross profit of $26.4 million was up $0.6 million from the first nine months of 2025, and cash gross profit of $38.3 million decreased 50% from the prior year. The increase in gross profit was primarily due to the suspension of depreciation and amortization of our California ready-mixed concrete assets which were classified as held-for-sale during the first half of 2026. The divestiture of these operations was completed in early June of 2026 (see Note 16 to the condensed consolidated financial statements).

SAG expenses were $414.1 million in the first nine months of 2026 versus $428.0 million in the first nine months of 2025. As a percent of total revenues, SAG expense was 6.8% compared to 7.1% in the prior year's first nine months.

Loss on sale of property, plant & equipment and businesses was $11.4 million in the first nine months of 2026 versus a gain of $9.2 million in the first nine months of 2025.

Other operating income (expense), net which is composed primarily of idle facilities expense, environmental remediation costs, gain (loss) on settlement of AROs, finance charges collected, and rental income, was $42.8 million of expense for the first nine months of 2026 compared to $28.2 million of expense in the first nine months of 2025. The first nine months of 2026 included $8.8 million of charges associated with divested operations, $1.2 million of charges associated with non-routine acquisitions and $8.6 million of charges related to CEO transition and reorganization.

Other nonoperating income (expense), net was $3.1 million of income for the first nine months of 2026 compared to $0.4 million of income in the first nine months of 2025.

Net interest expense was $160.0 million in the first nine months of 2026 compared to $174.2 million in the first nine months of 2025.

Income tax expense from continuing operations was $234.4 million in the first nine months of 2026 compared to $237.4 million in the first nine months of 2025. The decrease in tax expense was primarily due to the tax benefit recorded for the remeasurement of our deferred tax liabilities in the second quarter of 2026, partially offset by tax expense on higher pretax earnings in 2026.

Earnings attributable to Vulcan from continuing operations were $6.54 per diluted share in the first nine months of 2026 compared to $6.24 per diluted share in the first nine months of 2025.

DISCONTINUED OPERATIONS — First nine months pretax loss from discontinued operations was $1.3 million in 2026 compared with a pretax loss of $5.7 million in 2025. Both periods include charges or credits related to general and product liability costs and accruals, including legal defense costs, and environmental remediation costs associated with our former Chemicals business. For additional details, see Note 1 to the condensed consolidated financial statements under the caption Discontinued Operations.

### KNOWN TRENDS OR UNCERTAINTIES

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

Our industry is experiencing uncertainty due to rapid changes in global trade policies including announced tariff increases, potential additional tariff increases, potential new or renegotiated bilateral or multilateral trade agreements, and other measures that could restrict international trade. Additionally, on February 28, 2026, a military conflict commenced in the Middle East involving the United States, Israel and Iran. Although we have no operations in the Middle East, the ongoing geopolitical conflict in the region has led to significant disruption of energy supplies and increases in global energy prices, which could continue to heighten inflationary pressures and disrupt global supply chains. Economic pressures on our customers, including the challenges of inflation, heightened geopolitical tensions and the impact of tariffs and other trade measures, may negatively impact our shipment volumes. We will continue to evaluate the evolving macroeconomic environment to take action to mitigate the impact on our business.

Further, the Mexican government has taken actions adverse to our property and operations in Mexico. On May 5, 2022, Mexican government officials presented employees at our Calica operations in Quintana Roo, Mexico with arbitrary shutdown orders to immediately cease underwater quarrying and extraction operations. On May 13, 2022, the Mexican government suspended the three-year customs permit granted in March 2022 to Calica. In September 2024, the Mexican government ordered the closure of Calica's already-suspended quarrying activities and the shutdown of certain activities at Calica's Punta Venado port facilities. On September 23, 2024, the President of Mexico signed a presidential decree declaring the entirety of Calica's properties as a "Natural Protected Area" (the "ANP Decree"). Among other provisions, the ANP Decree prohibits Calica from extracting construction materials from its properties. We strongly believe that the actions taken by Mexico are arbitrary and illegal, and we intend to vigorously pursue all lawful avenues available to us in order to protect our rights under international law. For additional information regarding our Calica operations, see the International Arbitrations Against The United Mexican States section in Note 8 to the condensed consolidated financial statements.

### Reconciliation of Non-GAAP Financial Measures

### AGGREGATES SEGMENT FREIGHT-ADJUSTED REVENUES

Aggregates segment freight-adjusted revenues is not a Generally Accepted Accounting Principle (GAAP) measure and should not be considered as an alternative to metrics defined by GAAP. We present this measure as it is consistent with the basis by which we review our operating results. We believe that this presentation is consistent with our competitors and meaningful to our investors as it excludes revenues associated with freight & delivery, which are pass-through activities. It also excludes other revenues related to services, such as landfill tipping fees, that are derived from our aggregates business. Additionally, we use this metric as the basis for calculating the average sales price of our aggregates products. Reconciliation of this metric to its nearest GAAP measure is presented below:

*in millions, except per ton data*

| Aggregates segment | Three Months Ended September 30 2026 | 2025 | Nine Months Ended September 30 2026 | 2025 |
| --- | ---: | ---: | ---: | ---: |
| Segment sales | $1,822.5 | $1,792.1 | $5,036.0 | $4,777.5 |
| Freight & delivery revenues1 | (364.8) | (341.7) | (1,013.4) | (916.8) |
| Other revenues | (26.0) | (26.7) | (75.4) | (74.9) |
| Freight-adjusted revenues | $1,431.7 | $1,423.7 | $3,947.2 | $3,785.8 |
| Unit shipments - tons | 62.7 | 64.7 | 172.6 | 171.7 |
| Freight-adjusted sales price | $22.84 | $22.01 | $22.87 | $22.05 |

1\. At the segment level, freight & delivery revenues include intersegment freight & delivery (which are eliminated at the consolidated level) and freight to remote distribution sites.

### CASH GROSS PROFIT

GAAP does not define “cash gross profit,” and it should not be considered as an alternative to earnings measures defined by GAAP. We and the investment community use this metric to assess the operating performance of our business. Additionally, we present this metric as we believe that it closely correlates to long-term shareholder value. Cash gross profit adds back noncash charges for depreciation, depletion, accretion and amortization to gross profit. Segment cash gross profit per unit is computed by dividing segment cash gross profit by units shipped. Segment cash cost of sales per unit is computed by subtracting segment cash gross profit per unit from segment freight-adjusted sales price. Segment freight-adjusted sales price is calculated by dividing revenues generated from the shipment of product (excluding service revenues generated by the segments) by the total units of the product shipped. Reconciliation of these metrics to their nearest GAAP measures are presented below:

*in millions, except per unit data*

| Aggregates segment | Three Months Ended September 30 2026 | 2025 | Nine Months Ended September 30 2026 | 2025 |
| --- | ---: | ---: | ---: | ---: |
| Gross profit | $593.4 | $612.1 | $1,561.1 | $1,529.0 |
| Depreciation, depletion, accretion and amortization | 156.1 | 153.6 | 454.7 | 448.2 |
| Cash gross profit | $749.5 | $765.7 | $2,015.8 | $1,977.2 |
| Unit shipments - tons | 62.7 | 64.7 | 172.6 | 171.7 |
| Gross profit per ton | $9.46 | $9.46 | $9.05 | $8.91 |
| Freight-adjusted sales price | $22.84 | $22.01 | $22.87 | $22.05 |
| Cash gross profit per ton | 11.95 | 11.84 | 11.68 | 11.52 |
| Freight-adjusted cash cost of sales per ton | $10.89 | $10.17 | $11.19 | $10.53 |
| **Asphalt segment** |  |  |  |  |
| Gross profit | $64.2 | $71.0 | $126.3 | $132.9 |
| Depreciation, depletion, accretion and amortization | 11.6 | 12.9 | 33.9 | 39.0 |
| Cash gross profit | $75.8 | $83.9 | $160.2 | $171.9 |
| Unit shipments - tons | 3.9 | 4.3 | 9.5 | 10.4 |
| Gross profit per ton | $16.62 | $16.60 | $13.25 | $12.84 |
| Average sales price | $85.49 | $82.70 | $85.15 | $81.88 |
| Cash gross profit per ton | 19.61 | 19.62 | 16.81 | 16.60 |
| Cash cost of sales per ton | $65.88 | $63.08 | $68.34 | $65.28 |
| **Concrete segment** |  |  |  |  |
| Gross profit | $8.0 | $14.1 | $26.4 | $25.8 |
| Depreciation, depletion, accretion and amortization | 3.8 | 16.5 | 11.9 | 50.9 |
| Cash gross profit | $11.8 | $30.6 | $38.3 | $76.7 |
| Unit shipments - cubic yards | 0.5 | 1.2 | 2.4 | 3.3 |
| Gross profit per cubic yard | $16.63 | $11.39 | $10.86 | $7.70 |
| Average sales price | $192.21 | $190.90 | $190.59 | $188.96 |
| Cash gross profit per cubic yard | 24.57 | 24.73 | 15.67 | 22.94 |
| Cash cost of sales per cubic yard | $167.64 | $166.17 | $174.92 | $166.02 |

### 35 Form 10-Q

### EBITDA AND ADJUSTED EBITDA

GAAP does not define “Earnings Before Interest, Taxes, Depreciation and Amortization” (EBITDA), and it should not be considered as an alternative to earnings measures defined by GAAP. We use this metric to assess the operating performance of our business and as a basis for strategic planning and forecasting as we believe that it closely correlates to long-term shareholder value. We do not use this metric as a measure to allocate resources. We adjust EBITDA for certain items to provide a more consistent comparison of earnings performance from period to period. Reconciliation of this metric to its nearest GAAP measure is presented below (numbers may not foot due to rounding):

*in millions*

|  | Three Months Ended September 30 2026 | 2025 | Nine Months Ended September 30 2026 | 2025 | Trailing-Twelve Months September 30 2026 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Net earnings attributable to Vulcan | $362.3 | $374.9 | $851.2 | $824.7 | $1,103.1 | $1,118.5 |
| Income tax expense, including discontinued operations | 106.7 | 111.9 | 233.9 | 235.9 | 303.9 | 278.0 |
| Interest expense, net | 51.4 | 55.3 | 160.0 | 174.2 | 212.2 | 226.8 |
| Depreciation, depletion, accretion and amortization | 181.2 | 191.4 | 529.0 | 563.2 | 714.3 | 727.0 |
| EBITDA | $701.5 | $733.5 | $1,774.1 | $1,798.0 | $2,333.5 | $2,350.2 |
| Loss on discontinued operations | $1.6 | $1.6 | $1.3 | $5.7 | $1.7 | $9.1 |
| (Gain) loss on sale of real estate and businesses, net | 0.5 | 0.0 | 13.7 | 0.0 | (28.7) | (36.7) |
| Charges associated with divested operations | 2.3 | 0.0 | 8.8 | 0.0 | 9.4 | 16.7 |
| Acquisition related charges1 | 0.8 | 0.1 | 1.2 | 1.9 | 1.3 | 16.4 |
| CEO transition and reorganization charges2 | 0.0 | 0.0 | 8.6 | 0 | 8.6 | 0.0 |
| Adjusted EBITDA | $706.7 | $735.2 | $1,807.8 | $1,805.6 | $2,325.8 | $2,355.7 |
| Total revenues | $2,184.6 | $2,291.5 | $6,096.3 | $6,028.5 | $8,008.9 | $7,882.2 |
| Adjusted EBITDA margin | 32.3% | 32.1% | 29.7% | 30.0% | 29.0% | 29.9% |

1\. Represents charges associated with acquisitions requiring clearance under federal antitrust laws.

2\. Represents employee termination and other discrete charges directly related to organizational changes resulting from the appointment of Ronnie Pruitt as Chief Executive Officer, effective January 1, 2026.

### ADJUSTED DILUTED EPS ATTRIBUTABLE TO VULCAN FROM CONTINUING OPERATIONS

Similar to our presentation of Adjusted EBITDA, we present Adjusted diluted earnings per share (EPS) attributable to Vulcan from continuing operations to provide a more consistent comparison of earnings performance from period to period. This metric is not defined by GAAP and should not be considered as an alternative to earnings measures defined by GAAP. Reconciliation of this metric to its nearest GAAP measure is presented below:

|  | Three Months Ended September 30 2026 | 2025 | Nine Months Ended September 30 2026 | 2025 |
| --- | ---: | ---: | ---: | ---: |
| Diluted net earnings per share attributable to Vulcan | $2.80 | $2.82 | $6.53 | $6.21 |
| Items included in Adjusted EBITDA above, net of tax | 0.02 | 0.01 | 0.20 | 0.04 |
| Calica NOL carryforward valuation allowance | 0.01 | 0.01 | 0.03 | 0.04 |
| Adjusted diluted EPS attributable to Vulcan from continuing operations | $2.83 | $2.84 | $6.76 | $6.29 |

### Form 10-Q 36

### NET DEBT TO ADJUSTED EBITDA

Net debt to Adjusted EBITDA is not a GAAP measure and should not be considered as an alternative to metrics defined by GAAP. We, the investment community and credit rating agencies use this metric to assess our leverage. Net debt subtracts cash and cash equivalents and restricted cash from total debt. Reconciliation of this metric to its nearest GAAP measure is presented below:

*in millions*

|  | September 30 2026 | 2025 |
| --- | ---: | ---: |
| Current maturities of long-term debt | $400.0 | $0.4 |
| Short-term debt | 315.0 | 0.0 |
| Long-term debt | 3,965.6 | 4,360.4 |
| Total debt | $4,680.6 | $4,360.8 |
| Cash and cash equivalents and restricted cash | (172.4) | (195.2) |
| Net debt | $4,508.2 | $4,165.6 |
| Trailing-Twelve Months (TTM) Adjusted EBITDA | $2,325.8 | $2,355.7 |
| Total Debt to TTM Adjusted EBITDA | 2.0x | 1.9x |
| Net Debt to TTM Adjusted EBITDA | 1.9x | 1.8x |

### RETURN ON INVESTED CAPITAL

We define “Return on Invested Capital” (ROIC) as Adjusted EBITDA for the trailing-twelve months divided by average invested capital (as illustrated below) during the trailing-five quarters. Our calculation of ROIC is considered a non-GAAP financial measure because we calculate ROIC using the non-GAAP metric EBITDA. We believe that our ROIC metric is meaningful because it helps investors assess how effectively we are deploying our assets. Although ROIC is a standard financial metric, numerous methods exist for calculating a company’s ROIC. As a result, the method we use to calculate our ROIC may differ from the methods used by other companies. This metric is not defined by GAAP and should not be considered as an alternative to earnings measures defined by GAAP. Reconciliation of this metric to its nearest GAAP measure is presented below (numbers may not foot due to rounding):

*in millions*

|  | Trailing-Twelve Months September 30 2026 | September 30 2025 |
| --- | ---: | ---: |
| Adjusted EBITDA | $2,325.8 | $2,355.7 |
| Average invested capital |  |  |
| Property, plant & equipment, net | $8,358.5 | $7,995.7 |
| Goodwill | 3,792.7 | 3,744.9 |
| Other intangible assets | 1,483.4 | 1,626.3 |
| Fixed and intangible assets | $13,634.6 | $13,366.8 |
| Current assets | $2,036.4 | $2,166.1 |
| Cash and cash equivalents | (197.9) | (354.9) |
| Current tax | (29.8) | (30.7) |
| Adjusted current assets | 1,808.7 | 1,780.5 |
| Current liabilities | (1,115.6) | (1,026.9) |
| Current maturities of long-term debt | 160.2 | 80.5 |
| Short-term debt | 102.4 | 110.0 |
| Adjusted current liabilities | (853.1) | (836.4) |
| Adjusted net working capital | $955.6 | $944.1 |
| Average invested capital | $14,590.2 | $14,310.9 |
| Return on invested capital | 15.9% | 16.5% |

### 37 Form 10-Q

### 2026 PROJECTED ADJUSTED EBITDA

Projected Adjusted EBITDA is not defined by GAAP and should not be considered as an alternative to earnings measures defined by GAAP. Reconciliation of this metric to its nearest GAAP measure is presented below:

*in millions*

|  | 2026 Projected EBITDA |
| --- | ---: |
| Net earnings attributable to Vulcan | $1,120 |
| Income tax expense, including discontinued operations | 320 |
| Interest expense, net | 215 |
| Depreciation, depletion, accretion and amortization | 710 |
| Projected EBITDA | $2,365 |
| Items included in Adjusted EBITDA | 35 |
| Projected Adjusted EBITDA | $2,400 |

Because GAAP financial measures on a forward-looking basis are not accessible, and reconciling information is not available without unreasonable effort, we have not provided reconciliations for forward-looking non-GAAP measures, other than the reconciliation of Projected Adjusted EBITDA as noted above. For the same reasons, we are unable to address the probable significance of the unavailable information, which could be material to future results.

### Liquidity and Financial Resources

Our primary sources of liquidity are cash provided by our operating activities, a substantial, committed bank line of credit and our commercial paper program. Additional sources of capital include access to the capital markets, the sale of surplus real estate and dispositions of nonstrategic operating assets. We believe these financial resources are sufficient to fund our business requirements for 2026 including:

- contractual obligations
- capital expenditures
- debt service obligations
- dividend payments
- potential acquisitions
- potential share repurchases

Our balanced approach to capital deployment remains unchanged. We intend to balance reinvestment in our business, growth through acquisitions and return of capital to shareholders, while sustaining financial strength and flexibility.

We actively manage our capital structure and resources in order to balance the cost of capital and the risk of financial stress. We seek to meet these objectives by adhering to the following principles:

- maintain substantial bank line of credit borrowing capacity
- proactively manage our debt maturity schedule such that repayment/refinancing risk in any single year is low
- maintain an appropriate balance of fixed-rate and floating-rate debt
- minimize financial and other covenants that limit our operating and financial flexibility

### CASH

Included in our September 30, 2026 cash and cash equivalents and restricted cash balances of $172.4 million is $65.8 million of restricted cash as described in Note 1 to the condensed consolidated financial statements under the caption "Restricted Cash."

### Cash from Operating Activities

*in millions*

|  | Nine Months Ended September 30 2026 | 2025 |
| --- | ---: | ---: |
| Net earnings | $853.3 | $825.3 |
| Depreciation, depletion, accretion and amortization | 529.0 | 563.2 |
| Noncash operating lease expense | 39.3 | 40.1 |
| Net (gain) loss on sale of property, plant & equipment and businesses | 11.4 | (9.2) |
| Deferred income taxes, net | (52.7) | 56.5 |
| Other operating cash flows, net1 | (409.3) | (205.9) |
| Net cash provided by operating activities | $971.0 | $1,270.0 |

1\. Primarily reflects changes to working capital balances.

Net cash provided by operating activities was $971.0 million during the nine months ended September 30, 2026, a $299.0 million decrease compared to the same period of 2025. The decrease was primarily attributable to negative cash flow changes in deferred income taxes of $109.2 million and working capital balances of $203.4 million.

Days sales outstanding, a measurement of the time it takes to collect receivables, were 43.3 days at September 30, 2026 compared to 42.4 days at September 30, 2025. Additionally, our over 90 day receivables balance was $20.3 million at September 30, 2026, a decrease of $8.9 million from the $29.2 million balance at September 30, 2025. All customer accounts are actively managed, and no losses in excess of amounts reserved are currently expected.

### Cash from Investing Activities

Net cash used for investing activities was $244.6 million during the first nine months of 2026, a $206.3 million decrease in cash used compared to the same period of 2025. During the first nine months of 2026, we sold our ready-mixed concrete operations in California and our aggregates and ready-mixed concrete operations in the U.S. Virgin Islands for combined proceeds of $722.1 million ($572.1 million cash and a $150.0 million receivable due December 2027). During the first nine months of 2025, we sold non-strategic operations for cash proceeds of $19.0 million. Additionally, during the first nine months of 2026, we invested $548.0 million in our existing operations (includes changes in accruals for property, plant & equipment) compared to $492.9 million in the prior year period. This $548.0 million investment includes both maintenance and internal growth projects to enhance our distribution capabilities, develop new production sites and improve existing production facilities. Furthermore, during the first nine months of 2026, we completed several business acquisitions for combined cash consideration of $290.6 million (see Note 16 to the condensed consolidated financial statements).

### Cash from Financing Activities

Net cash used for financing activities was $743.4 million during the first nine months of 2026, a $481.3 million decrease compared to cash used of $1,224.7 million in the same period of 2025. The current year includes $315.0 million of commercial paper borrowings partially offset by a $50.0 million note payment to the sellers of an acquisition completed in 2022. The prior year includes $550.0 million of commercial paper payments and $400.5 million of current maturities of long-term debt payments. Additionally, during the first nine months of 2026 we returned $952.1 million to shareholders through $202.3 million of dividends ($0.52 per share quarterly compared to $0.49 per share quarterly in 2025) and $749.8 million of common stock repurchases (2.7 million shares repurchased at $279.76 average price per share in 2026 compared to 0.2 million shares repurchased at $224.36 average price per share in 2025).

### DEBT

Certain debt measures are presented below:

*in millions*

| Debt | September 30 2026 | December 31 2025 | September 30 2025 |
| --- | ---: | ---: | ---: |
| Current maturities of long-term debt | $400.0 | $0.4 | $0.4 |
| Short-term debt | 315.0 | 0.0 | 0.0 |
| Long-term debt | 3,965.6 | 4,361.7 | 4,360.4 |
| Total debt | $4,680.6 | $4,362.1 | $4,360.8 |
| **Capital** |  |  |  |
| Total debt | $4,680.6 | $4,362.1 | $4,360.8 |
| Total equity | 8,431.2 | 8,548.9 | 8,757.1 |
| Total capital | $13,111.8 | $12,911.0 | $13,117.9 |
| **Total Debt as a Percentage of Total Capital** | 35.7% | 33.8% | 33.2% |
| **Weighted-Average Effective Interest Rates** |  |  |  |
| Line of credit1 | 1.13% | 1.13% | 1.13% |
| Commercial paper | 4.05% | 3.85% | N/A |
| Term debt | 5.04% | 5.04% | 5.04% |
| **Fixed Versus Floating Interest Rate Debt** |  |  |  |
| Fixed-rate debt | 93.4% | 100.0% | 100.0% |
| Floating-rate debt | 6.6% | 0.0% | 0.0% |

1\. Reflects the margin above SOFR for SOFR-based borrowings; we also paid upfront fees that are amortized to interest expense and pay fees for unused borrowing capacity and standby letters of credit.

At September 30, 2026, total debt to trailing-twelve months Adjusted EBITDA was 2.0 times (1.9 times on a net debt basis reflecting $172.4 million of cash on hand). Our weighted-average debt maturity was 12.3 years, and our total weighted-average effective interest rate was 4.97%.

### Line of Credit and Commercial Paper Program

Our $1,600.0 million unsecured commercial paper program was established in August 2022 and matures in November 2029. Our commercial paper is fully back-stopped by our line of credit and contains covenants customary for an unsecured investment-grade facility. As of September 30, 2026, we were in compliance with the commercial paper covenants. Commercial paper borrowings bear interest at rates determined at the time of borrowing and as agreed between us and the commercial paper investors. As of September 30, 2026, outstanding commercial paper borrowings were $315.0 million.

Our $1,600.0 million unsecured line of credit was amended in November 2024 to extend the maturity date from August 2027 to November 2029. Our line of credit contains covenants customary for an unsecured investment-grade facility. Covenants, borrowings, cost ranges and other details are described in Note 7 to the condensed consolidated financial statements. As of September 30, 2026, we were in compliance with the covenants, the margin for SOFR borrowings was 1.125%, the margin for base rate borrowings was 0.125% and the commitment fee for the unused amount was 0.100%.

As of September 30, 2026, our available borrowing capacity under the line of credit was $1,585.1 million. Utilization of the borrowing capacity was as follows:

- none was borrowed
- $14.9 million was used to support standby letters of credit

### Term Debt

All of our $4,440.1 million (face value) of term debt is unsecured. All of the covenants in the debt agreements are customary for investment-grade facilities. As of September 30, 2026, we were in compliance with all term debt covenants. In March 2025, we redeemed the $400.0 million senior notes due April 2025 using cash on hand.

Additionally, in February 2026, we paid a $50.0 million note payable (included in Other current liabilities in the accompanying Condensed Consolidated Balance Sheet at December 31, 2025) related to an acquisition completed in 2022.

### Current Maturities of Long-term Debt

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

*in millions*

|  | Current Maturities |
| --- | ---: |
| Fourth quarter 2026 | $0.0 |
| First quarter 2027 | 0.0 |
| Second quarter 2027 | 400.0 |
| Third quarter 2027 | 0.0 |

### Debt Ratings

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

|  | Short-term | Long-term | Outlook |
| --- | --- | --- | --- |
| **Fitch** | F1 | BBB+ | Stable |
| **Moody's** | P-2 | Baa2 | Positive |
| **Standard & Poor's** | A-2 | BBB+ | Stable |

### EQUITY

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

*in millions*

|  | September 30 2026 | December 31 2025 | September 30 2025 |
| --- | ---: | ---: | ---: |
| Common stock shares at January 1, issued and outstanding | 130.6 | 132.1 | 132.1 |
| Common stock issued for share-based compensation plans | 0.3 | 0.2 | 0.1 |
| Common stock purchased and retired | (2.7) | (1.5) | (0.2) |
| Common stock other | 0.0 | (0.2) | 0.0 |
| Common stock shares at end of period, issued and outstanding | 128.2 | 130.6 | 132.0 |

As of September 30, 2026, there were 2,592,781 shares remaining under the February 2017 share purchase authorization by our Board of Directors. Depending upon market, business, legal and other conditions, we may purchase shares from time to time through the open market (including plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934) and/or privately negotiated transactions. The authorization has no time limit, does not obligate us to purchase any specific number of shares and may be suspended or discontinued at any time.

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

*in millions, except average price*

|  | September 30 2026 | December 31 2025 | September 30 2025 |
| --- | ---: | ---: | ---: |
| Number of shares purchased and retired | 2.7 | 1.5 | 0.2 |
| Total purchase price | $749.8 | $438.4 | $38.1 |
| Average price per share | $279.76 | $283.82 | $244.36 |

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

### Off-Balance Sheet Arrangements

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

### Standby Letters of Credit

For a discussion of our standby letters of credit, see Note 7 to the condensed consolidated financial statements.

### Critical Accounting Policies

We follow certain significant accounting policies when preparing our consolidated financial statements. A summary of these policies is included in our Annual Report on Form 10-K for the year ended December 31, 2025 (Form 10-K).

We prepare these financial statements to conform with accounting principles generally accepted in the United States of America. These principles require us to make estimates and judgments that affect our reported amounts of assets, liabilities, revenues and expenses, and the related disclosures of contingent assets and contingent liabilities at the date of the financial statements. We base our estimates on historical experience, current conditions and various other assumptions we believe reasonable under existing circumstances and evaluate these estimates and judgments on an ongoing basis. The results of these estimates form the basis for our judgments about the carrying values of assets and liabilities as well as identifying and assessing the accounting treatment with respect to commitments and contingencies. Our actual results may materially differ from these estimates.

We believe that the accounting policies described in the “Management's Discussion and Analysis of Financial Condition and Results of Operations” section of our Form 10-K require the most significant judgments and estimates used in the preparation of our consolidated financial statements, so we consider these to be our critical accounting policies. There have been no changes to our critical accounting policies during the nine months ended September 30, 2026.

### New Accounting Standards

For a discussion of the accounting standards recently adopted or pending adoption and the effect such accounting changes will have on our results of operations, financial position or liquidity, see Note 17 to the condensed consolidated financial statements.

### Forward-Looking Statements

Certain matters discussed in this report, including expectations regarding future performance, contain forward-looking statements that are subject to assumptions, risks and uncertainties that could cause actual results to differ materially from those projected. These assumptions, risks and uncertainties include, but are not limited to:

- general economic and business conditions
- our dependence on the construction industry, which is subject to economic cycles
- the timing and amount of federal, state and local funding for infrastructure
- changes in the level of spending for private residential and private nonresidential construction
- changes in our effective tax rate
- domestic and global political, economic or diplomatic developments, including the military conflict in the Middle East involving the United States, Israel and Iran
- the increasing reliance on information technology infrastructure, including the risks that the infrastructure does not work as intended, experiences technical difficulties or is subjected to cyber-attacks
- the impact of the state of the global economy on our businesses and financial condition and access to capital markets
- international business operations and relationships, including actions taken by the Mexican government with respect to our property and operations in that country
- the highly competitive nature of the construction industry
- a pandemic, epidemic or other public health emergency
- the impact of future regulatory or legislative actions, including those relating to climate change, biodiversity, land use, wetlands, greenhouse gas emissions, the definition of minerals, tax policy and domestic and international trade
- the outcome of pending legal proceedings
- pricing of our products
- weather and other natural phenomena, including the impact of climate change and availability of water
- availability and cost of trucks, railcars, barges and ships, as well as their licensed operators, for transport of our materials
- energy costs
- costs of hydrocarbon-based raw materials
- healthcare costs
- labor relations, shortages and constraints
- the amount of long-term debt and interest expense we incur
- changes in interest rates
- volatility in pension plan asset values and liabilities, which may require cash contributions to the pension plans
- the impact of environmental cleanup costs and other liabilities relating to existing and/or divested businesses
- our ability to secure and permit aggregates reserves in strategically located areas
- our ability to identify, close and successfully integrate acquisitions
- the effect of changes in tax laws, guidance and interpretations
- significant downturn in the construction industry may result in the impairment of goodwill or long-lived assets
- changes in technologies, which could disrupt the way we do business and how our products are distributed
- the risks of open pit and underground mining
- expectations relating to sustainability considerations
- claims that our products do not meet regulatory requirements or contractual specifications
- other assumptions, risks and uncertainties detailed from time to time in our periodic reports filed with the Securities and Exchange Commission

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

### Investor Information

We make available on our website, *www.vulcanmaterials.com*, free of charge, copies of our:

- Annual Report on Form 10-K
- Quarterly Reports on Form 10-Q
- Current Reports on Form 8-K

Our website also includes amendments to those reports filed with or furnished to the Securities and Exchange Commission (SEC) pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as well as all Forms 3, 4 and 5 filed with the SEC by our executive officers and directors, as soon as the filings are made publicly available by the SEC on its EDGAR database (*www.sec.gov).*

In addition to accessing copies of our reports online, you may request a copy of our Annual Report on Form 10-K, including financial statements, by writing to the Office of the General Counsel, Vulcan Materials Company, 1200 Urban Center Drive, Birmingham, Alabama 35242.

We have a:

- Business Conduct Policy applicable to all employees and directors
- Code of Ethics for the CEO and Senior Financial Officers

Copies of the Business Conduct Policy and the Code of Ethics are available on our website under the “Investor Relations” tab (“Corporate Governance” section). If we make any amendment to, or waiver of, any provision of the Code of Ethics, we will disclose such information on our website as well as through filings with the SEC.

Our Board of Directors has also adopted:

- Corporate Governance Guidelines
- Charters for our Audit, Compensation & Human Capital, Executive, Finance, Governance and Safety, Health & Environmental Affairs Committees

These documents meet all applicable SEC and New York Stock Exchange regulatory requirements.

The Charters of the Audit, Compensation & Human Capital and Governance Committees are available on our website under the “Investor Relations” tab (“Governance – Committee Composition” section) or you may request a copy of any of these documents by writing to the Office of the General Counsel, Vulcan Materials Company, 1200 Urban Center Drive, Birmingham, Alabama 35242.

Information included on our website is not incorporated into, or otherwise made a part of, this report.

## Market risk

As filed, 1,820 characters.

### Quantitative and Qualitative Disclosures About Market Risk

### MARKET RISK

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

As discussed in the Liquidity and Financial Resources section of Part I, Item 2 "Management’s Discussion and Analysis of Financial Condition and Results of Operations", we actively manage our capital structure and resources to balance the cost of capital and risk of financial stress. Such activity includes balancing the cost and risk of interest expense. In addition to floating-rate borrowings, we at times use interest rate swaps to manage the mix of fixed-rate and floating-rate debt.

At September 30, 2026, the estimated fair value of our long-term debt including current maturities was $4,022.6 million compared to a face value of $4,440.1 million. The estimated fair value was determined by averaging several asking price quotes for the publicly traded notes and assuming par value for the remainder of the debt. The fair value estimate is based on information available as of the balance sheet date. The effect of a decline in interest rates of one percentage point would increase the fair value of our debt by approximately $319.5 million.

We are exposed to certain economic risks related to the costs of our pension and other postretirement benefit plans. These economic risks include changes in the discount rate for high-quality bonds and the expected return on plan assets. The impact of a change in these assumptions on our annual pension and other postretirement benefits costs is discussed in our most recent Annual Report on Form 10-K.

## Controls and procedures

As filed, 2,750 characters.

### Controls and Procedures

### DISCLOSURE CONTROLS AND PROCEDURES

We maintain a system of controls and procedures designed to ensure that information required to be disclosed in reports we file with the SEC is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms. These disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a - 15(e) or 15d - 15(e)), include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer, with the participation of other management officials, evaluated the effectiveness of the design and operation of the disclosure controls and procedures as of September 30, 2026. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2026.

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

We are also executing a comprehensive modernization of our core business systems and processes, which will include the implementation of a cloud-based Enterprise Resource Planning (ERP) software suite that will replace significant portions of our financial and human resources systems. The multistage deployment included certain elements of the human resources systems in the third quarter of 2026 and will include the deployment of significant portions of our financial systems during the fourth quarter of 2026.

We have modified and will continue to modify the design and implementation of certain internal control processes to accommodate changes to our financial systems and processes as the modernization initiative continues. The full implementation is expected to be completed by the second half of 2027. Other than the system implementations described above, there were no changes in the Company’s internal control over financial reporting during the third quarter of 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

## Risk factors

As filed, 167 characters.

### Risk Factors

There were no material changes to the risk factors disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025.

Filed Oct 29, 2026.
Source: SEC EDGAR, the filing index for accession 0001628280-26-068102. Last ingested by Listed: Nov 2, 2026, 17:10 ET. No prices; not investment advice.