VMC Vulcan Materials Co - 10-K

Item 1A

Risk Factors

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

Economic/Political Risks

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

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

We are subject to various risks arising from our international business operations and relationships — We are subject to risks associated with potential disruption caused by changes in domestic or global political, economic and diplomatic developments, including war, civil and political unrest, illnesses declared as a public health emergency (including viral pandemics such as COVID-19), terrorism, expropriation and local labor conditions. We are also subject to both the risks of conducting international business and the requirements of the Foreign Corrupt Practices Act of 1977 (FCPA) associated with our aggregates production facilities including those located in British Columbia, Canada; Puerto Cortés, Honduras; and Quintana Roo, Mexico. These risks have included, and may in the future include, changes in international trade policies, such as the United States - Mexico - Canada Agreement (USMCA), imposition of duties, tariffs, taxes or government royalties, arbitrary changes to permits, zoning classifications or operating agreements, or overt acts by foreign governments, including expropriations and other forms of takings of property. In recent years, the Mexican government has taken actions that adversely affect our property and operations in Mexico, including arbitrary shutdown orders to immediately cease underwater quarrying and extraction operations. We continue to vigorously pursue all lawful avenues available to us in order to protect our rights, under both Mexican and international law.

Operations, Growth and Competitive Risks

Within our local markets, we operate in a highly competitive industry — The construction aggregates industry is highly fragmented with a large number of independent local producers in a number of our markets. Additionally, in most markets, we also compete against large private and public companies, some of which are significantly vertically integrated. This significant competition or any unfavorable change in competitive circumstances in our markets could lead to lower prices and lower sales volumes.

Certain markets are experiencing the expanded use of aggregates substitutes — Recycled concrete and asphalt are increasingly being used in a number of our markets, particularly urban markets, as a substitute for aggregates. The expanded use of recycled concrete and asphalt could cause a significant reduction in the demand for aggregates.

Form 10-K

Part I

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

Our future growth depends in part on acquiring and successfully integrating other businesses in our industry — Our ability to acquire and integrate businesses is dependent upon the availability of attractive businesses with owners that are willing to sell at fair market prices, conducting proper due diligence on such available businesses, developing and executing integration plans for acquired businesses, and retaining the customers and partners of acquired businesses following their acquisition. If we are not successful with respect to those matters, we may not realize the anticipated benefits associated with such acquisitions, which could adversely affect our business and results of operations.

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

Financial/Accounting Risks

Our industry is capital intensive, resulting in significant fixed and semi-fixed costs — Due to the high levels of fixed capital required for extracting and producing construction aggregates, our earnings are highly sensitive to changes in product shipments. Therefore, it is important that our capital allocation decisions are properly informed and our capital deployment is well planned and executed. Any decrease in product shipments or an inability to generate sufficient cash to execute our capital deployment may adversely affect our financial condition and results of operations.

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

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

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

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

• goodwill impairment

• impairment of long-lived assets excluding goodwill

• business combinations and purchase price allocation

• pension and other postretirement benefits

• environmental compliance costs

• claims and litigation including self-insurance

• income taxes

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

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

Form 10-K

Part I

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

Legal/Regulatory Compliance Risks

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

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

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

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

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

Form 10-K

Part I

Personnel Risks

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

Disputes with organized labor could disrupt our business operations — Labor unions represent approximately 11% of our workforce. Disputes with our trade unions, or the inability to renew our labor agreements, may lead to strikes or other actions that could disrupt our business operations.

General Risk Factors

We are dependent on information technology systems (our own and those of our service providers), and these systems contain non-public data about our business, employees, suppliers and customers — The protection of our information technology systems and the data contained therein is critical to us. We leverage these systems and data to support the performance of our business processes, to enhance accuracy and security, and to improve productivity and analytics capabilities, among other uses. Additionally, we have started to assess and use artificial intelligence (AI) technology to drive further business value. We have a dedicated information security team that executes our information security program and routinely tests the security of our applications, networks, databases, etc. While we have security measures and technology in place designed to protect proprietary or classified information about our business, employees, suppliers and customers, there can be no assurance that our efforts will prevent all threats to our information technology systems (or those of our service providers). In addition, the rapid evolution and increased adoption of AI and machine learning technologies may intensify our cybersecurity risks. Because the techniques used to obtain unauthorized access or sabotage information technology systems change frequently, become more sophisticated and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. The loss of use of information technology systems (whether ours or our service providers), regardless of the cause, could disrupt our business operations. The failure to keep secure the confidential and sensitive data about our business, employees, suppliers and customers (regardless of the reason for such failure); identify or resolve deficient, inaccurate or biased outputs from the use of AI; or comply with applicable laws, rules or regulations, could expose us, our employees, suppliers and/or our customers to the misuse of such data and could damage our reputation, cause us to incur significant liability, and have a material adverse effect on our business, financial condition and results of operations.

Weather can, and climate change may, materially affect our operations — Almost all of our products are consumed outdoors in the public or private construction industry, and our production and distribution facilities are located outdoors. Inclement weather affects both our ability to produce and distribute our products and affects our customers’ short-term demand because their work also can be hampered by weather. Potential impacts of climate change include disruption in production and product distribution due to impacts from major storm events, shifts in regional weather patterns and intensities, availability of energy and/or water, and sea level changes. A number of our facilities are located in desert climates, and while we have not experienced any significant shortages of energy or water in the past, we cannot guarantee that we will not in the future. Furthermore, public expectations for addressing climate change could result in increased energy, transportation and raw material costs and may require us to make additional investments in facilities and equipment.

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

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

Form 10-K

Part I

Item 7

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

The objective of our management’s discussion and analysis is to help investors understand our operations and current business environment from the perspective of our management. The following discussion should be read in conjunction with the consolidated financial statements and the accompanying notes contained in this Annual Report. The following generally includes a comparison of our results of operations and liquidity and capital resources between 2025 and 2024. For the discussion of changes from 2023 to 2024 and other financial information related to 2023, refer to Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission on February 20, 2025.

Executive Summary

FINANCIAL SUMMARY FOR 2025

Compared To 2024:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Form 10-K

Part II

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

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

MARKET DEVELOPMENTS AND OUTLOOK

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

Our expectations for 2026 include:

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

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

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

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

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

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

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

• Interest expense of approximately $225 million

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

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

• An effective tax rate of 22% to 23%

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

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

Source: Dodge Data & Analytics

Form 10-K

Part II

KNOWN TRENDS OR UNCERTAINTIES

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

Our industry is experiencing uncertainty due to rapid changes in global trade policies including announced tariff increases, potential additional tariff increases, potential new or renegotiated bilateral or multilateral trade agreements, and other measures that could restrict international trade. Economic pressures on our customers, including the challenges of inflation and the impact of tariffs and other trade measures, may negatively impact our shipment volumes. We will continue to evaluate the evolving macroeconomic environment to take action to mitigate the impact on our 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 petrous or 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 both Mexican and international law. For additional information regarding our Calica operations, see the NAFTA Arbitration section in Note 12 “ Commitments and Contingencies ” in Item 8 “ Financial Statements and Supplementary Data .”

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.

Form 10-K

Part II

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. We also completed two bolt-on acquisitions during 2024 in Alabama and Texas, strengthening our position in two of our top 10 revenue states. From 2023 to 2025, we invested $2,310.6 million in business acquisitions as outlined in Note 19 “ Acquisitions and Divestitures ” in Item 8 “ Financial Statements and Supplementary Data .”

2. Right Product: Most aggregates-led company in the U.S. construction materials industry

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

2025 Gross Profit

Aggregates

Asphalt

Concrete

Aggregates are an essential product with wide logistical moats, high barriers to entry, limited product substitutes, flexible production capacity, a diverse demand base and very favorable pricing characteristics. These attractive fundamentals lead to lower risk through demand cycles.

Source: BLS and Company estimates for U.S. Industry. Demand (L Axis) in billions of tons. Price (R Axis) is indexed (1982=100).

Form 10-K

Part II

3. Compelling Footprint: Serving markets better advantaged for growth

Zoning and permitting regulations have made it increasingly difficult to expand existing quarries or to develop new quarries. Such regulations, while curtailing expansion, also increase the value of our reserves that were zoned and permitted decades ago. Over time, we have strategically and systematically built one of the most valuable aggregates franchises in the U.S. with a footprint that we believe is impossible to replicate.

• Largest U.S. aggregates producer with strategic geographic diversity

• 425 active aggregates facilities with 16.6 billion tons of reserves

• Leading positions in the fastest growing markets in the United States

• 76% of the U.S. population growth over the next decade is projected to occur in Vulcan-served states

Demand for aggregates correlates positively with changes in population, household formations and employment. We have a coast-to-coast footprint that serves 34 of the top 50 highest-growth metropolitan statistical areas (MSAs). As state and federal spending increase, Vulcan is poised to benefit greatly from growing private and public demand for aggregates, thereby delivering significant long-term value for our shareholders.

Form 10-K

Part II

4. Track Record Of Success: Best-in-class execution has ensured resiliency regardless of external market conditions

We have continued to deliver strong financial performance over time and through business cycles. Through our aggregates-led strategy and focus on our strategic disciplines — the Vulcan Way of Selling (Commercial Excellence & Logistics Innovation) and the Vulcan Way of Operating (Operational Excellence & Strategic Sourcing) — we have created one of the most profitable public companies in our industry as measured by aggregates gross profit per ton.

• 17% improvement in Aggregates gross profit per ton since 2023

• 20% improvement in Aggregates cash gross profit per ton since 2023

In 2019, we set a target of $9 of aggregates cash gross profit per ton on volumes of 230 to 240 million tons, which we exceeded in 2023. In 2022, we set a new target to achieve $11 to $12 aggregates cash gross profit per ton once we reach 260 to 270 million tons. We delivered $11.33 of aggregates cash gross profit per ton on 227 million tons in 2025. Our strategic disciplines give us confidence that we will continue to deliver more value to our shareholders on every ton of aggregates we sell.

Vulcan Aggregates Cash Gross Profit Per Ton

9% Compound Annual Growth Since 2019

Target

tons of aggregates sold

cash gross profit per ton

tons of aggregates sold

cash gross profit per ton

tons of aggregates sold

cash gross profit per ton

tons of aggregates sold

cash gross profit per ton

Cash gross profit per ton is a non-GAAP measure. See the definitions and reconciliations within this Item 7 under the caption " Reconciliation of Non-GAAP Financial Measures ."

More than an aggregates supplier, we are a business dedicated to customer service and finding creative solutions to meet our customers’ needs. Being a valued partner and trusted supplier means that we are providing the right product, with the right specifications, that is the right quality, delivered the right way — on time and safely. Our One Vulcan, Locally Led approach, in which our employees work together to leverage the size and strengths of Vulcan as a whole, while running their operations with a strong entrepreneurial spirit and sense of ownership, allows us to deliver market-leading services to our customers.

Form 10-K

Part II

5. Disciplined Capital Allocation: Balanced approach to support existing franchise, grow the business and return cash to shareholders

Our balanced approach to capital allocation remains unchanged. Through economic cycles we intend to balance reinvestment in our business, growth through acquisitions and internal growth projects, and return of capital to shareholders while maintaining financial strength and flexibility evidenced by our strong balance sheet and investment-grade credit ratings. Our capital allocation priorities are as follows:

1. Operating Capital (maintain and grow the value of our franchise)

2. Growth Capital (including acquisitions and greenfields)

3. Dividend Growth (with a keen focus on sustainability)

4. Return Excess Cash to Shareholders (primarily via share repurchases)

Our first priority is to maintain and protect our valuable franchise by keeping our operations in good working order to ensure the production of high quality materials and timely delivery of goods and services to our customers. This capital requirement expands and contracts as production and shipment levels change. During 2025, we invested $ 702.9 million in capital expenditures to replace or improve existing property, plant & equipment.

Our second priority is to grow our franchise, primarily through business acquisitions and complemented by internal growth investments. 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 at the right price. We use strategic and returns-based criteria to price potential acquisitions and are disciplined in our approach. We evaluate many potential acquisitions and only make offers on a few.

Our third priority is growing the dividend with a keen focus on sustainability through the economic cycle. During 2025, we paid a dividend per share of $ 1.96 and paid total dividends of $ 259.8 million.

And finally, if there is excess cash after fulfilling the prior capital allocation priorities, we will consider returning cash to shareholders via share repurchases. During 2025, we returned $ 438.4 million to our shareholders through share repurchases.

For a detailed discussion of our acquisitions and divestitures, see Note 19 “ Acquisitions and Divestitures ” in Item 8 “ Financial Statements and Supplementary Data .”

Form 10-K

Part II

6. Financial Strength: Investment grade balance sheet to support growth

Our strong cash flow generation and investment grade balance sheet provide the financial flexibility to:

• Sustain capital reinvestment in current asset base and to fund growth

• Leverage current capital base to grow earnings and maximize cash generation

• Prudently pursue attractive acquisitions and greenfields

• Return value to shareholders with dividends and stock repurchases

Free Cash Flow Growth

in millions

Free cash flow is a Non-GAAP measure and calculated by subtracting purchases of property, plant and equipment from operating cash flows. Free cash flow is useful to investors in understanding how existing cash from operations is utilized as a source for sustaining our current capital plan and future growth.

Our financial position is strong as evidenced by our long-term investment-grade credit ratings (Fitch BBB+/Moody’s Baa2/Standard & Poor’s BBB+). At December 31, 2025, our available liquidity was $1,760.2 million, including $ 183.3 million of unrestricted cash on hand, significantly higher than our liquidity needs. Our leverage ratio, as measured by total debt to Adjusted EBITDA, was 1.9 times at December 31, 2025 (our net debt to Adjusted EBITDA ratio at December 31, 2025 was 1.8 times). Our long-term leverage target is 2.0 to 2.5x.

Leverage Ratio

Total Debt To Adjusted EBITDA

* These years include significant acquisition activity (see Part I, Item 1 "Business" under the caption "Business Strategy" for further details).

Form 10-K

Part II

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 consists 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

For the years ended December 31

in millions, except per share and per unit data

Total revenues

Cost of revenues

Gross profit

Gross profit margin

Selling, administrative and general expenses

SAG as a percentage of total revenues

Gain on sale of property, plant & equipment and businesses

Loss on impairments

Operating earnings

Interest expense

Earnings from continuing operations before income taxes

Income tax expense

Effective tax rate from continuing operations

Earnings from continuing operations

Loss on discontinued operations, net of tax

Earnings attributable to noncontrolling interest

Net earnings attributable to Vulcan

Diluted earnings (loss) per share attributable to Vulcan

Continuing operations

Discontinued operations

Net earnings

EBITDA 1

Adjusted EBITDA 1

Average Sales Price and Unit Shipments

Aggregates

Tons

Freight-adjusted sales price

Asphalt mix

Tons

Average sales price

Ready-mixed concrete

Cubic yards

Average sales price

1. Non-GAAP measures are defined and reconciled within this Item 7 under the caption " Reconciliation of Non-GAAP Financial Measures ."

Form 10-K

Part II

Net earnings attributable to Vulcan for 2025 were $1,076.7 million ($8.11 per diluted share) compared to $911.9 million ($6.85 per diluted share) in 2024. Each year's results were impacted by discrete items, as follows:

Net earnings attributable to Vulcan for 2025 include:

• pretax net gain of $42.4 million related to the sale of businesses

• pretax charges of $0.6 million for divested operations

• pretax charges of $2.0 million associated with non-routine acquisitions

• pretax loss on discontinued operations of $6.1 million

• $9.8 million of tax-related charges primarily for a valuation allowance against Calica deferred tax assets, including net operating loss (NOL) carryforwards

Net earnings attributable to Vulcan for 2024 include:

• pretax net gain of $36.7 million related to the sale of real estate in Virginia

• pretax charges of $86.6 million associated with a goodwill impairment

• pretax charges of $17.7 million for divested operations

• pretax charges of $16.3 million associated with non-routine acquisitions

• pretax loss on discontinued operations of $10.2 million

Adjusted for these discrete items, earnings attributable to Vulcan from continuing operations (Adjusted Diluted EPS) was $8.00 per diluted share for 2025 compared to $7.53 per diluted share for 2024.

EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES

Year-over-year changes in earnings from continuing operations before income taxes are summarized below:

in millions

Higher aggregates gross profit

Higher asphalt gross profit

Higher (lower) concrete gross profit

Lower (higher) selling, administrative and general expenses

Higher (lower) gain on sale of property, plant & equipment and businesses

Lower (higher) impairment charges

Lower (higher) interest expense

Lower (higher) acquisition related expenses

Lower (higher) environmental remediation expenses

Lower (higher) foreign currency transaction losses

All other

Form 10-K

Part II

OPERATING RESULTS BY SEGMENT

We present our results of operations by segment at the gross profit level. We have three operating (and reportable) segments organized around our principal product lines: (1) Aggregates, (2) Asphalt and (3) Concrete. Management reviews earnings for our reporting segments principally at the gross profit level.

1. Aggregates

Aggregates Shipments and Freight-Adjusted Sales Price

in millions, except sales price data 1

1. We routinely arrange the delivery of our aggregates to the customer. Additionally, we incur freight costs to move aggregates from the production site to remote distribution sites. These costs are passed on to our customers in the aggregates price. We remove these pass-through freight & delivery revenues (and any other aggregates-derived segment revenues, such as landfill tipping fees) from the freight-adjusted selling price for aggregates. See the " Reconciliation of Non-GAAP Financial Measures " within this Item 7 for a reconciliation of freight-adjusted revenues.

Aggregates shipments increased 3% and continued to benefit from healthy public construction activity, with volume from operations acquired in late 2024 more than offsetting slightly lower year-over-year same-store shipments. While shipments declined from 2023 to 2025, price increased 15.6% over this same period, with widespread growth across our footprint.

Aggregates Gross Profit

in millions

Aggregates Cash Gross Profit

in millions

Aggregates segment gross profit increased 8% to $1,964.8 million (or $8.66 per ton), and gross profit margin expanded 70 basis points. Cash gross profit per ton increased 7% from the prior year to $11.33, marking the twelfth consecutive quarter of at least high single-digit improvement on a trailing-twelve months basis.

Freight-adjusted unit cost of sales increased 4% (increased 2% on a unit cash cost of sales basis), reflecting a continued focus on cost management and operating efficiencies. Shipments in 2025, 2024 and 2023 were negatively impacted by the absence of tons available from our Mexico operations which were unexpectedly and arbitrarily shut down by the Mexican government in 2022 (for add itional information, see Note 12 “ Commitments and Contingencies ” in Item 8 “ Financial Statements and Supplementary Data ”) .

Form 10-K

Part II

2. Asphalt

Asphalt Shipments and Average Sales Price

in millions, except sales price data 1

1. Asphalt mix average sales price is calculated by dividing revenues generated from the shipment of asphalt mix by the total tons shipped. The sales price calculation excludes service revenues generated from our asphalt construction paving business.

Asphalt segment gross profit was $173.9 million (an increase of $3.8 million), and cash gross profit was $223.7 million, a 4% increase from the prior year. Unit gross profit increased 3%, and unit cash gross profit improved 6% compared to the prior year. Shipments decreased 1%, and pricing increased 2.3%, or $1.84 per ton.

Asphalt Gross Profit

in millions

Asphalt Cash Gross Profit

in millions

Form 10-K

Part II

3. Concrete

Concrete Shipments and Average Sales Price

in millions, except sales price data 1

1. Ready-mixed concrete average sales price is calculated by dividing revenues generated from the shipment of ready-mixed concrete by the total cubic yards shipped. The sales price calculation excludes immaterial revenues generated from the sale of raw materials.

Concrete segment gross profit was $35.9 million (an increase of $23.1 million), and cash gross profit was $97.9 million, a 68% increase from the prior year. Unit gross profit increased 124%, and unit cash gross profit increased 34% compared to the prior year. Shipments increased 25%, and pricing increased 3.2%, or $5.89 per ton. These increases were primarily attributable to acquisitions completed in the fourth quarter of 2024 (for additional information, see Note 19 “ Acquisitions and Divestitures ” in Item 8 “ Financial Statements and Supplementary Dat a ”).

Concrete Gross Profit

in millions

Concrete Cash Gross Profit

in millions

Form 10-K

Part II

SELLING, ADMINISTRATIVE AND GENERAL EXPENSES

in millions

As a percentage of total revenues, SAG expense was:

• 7.1% in 2025 — decreased 10 basis points

• 7.2% in 2024 — increased 20 basis points

• 7.0% in 2023 — unchanged from the prior year

Our comparative headcount levels at year-end decreased 4% in 2025, increased 9% in 2024 and decreased 8% in 2023. The 2025 decrease in our employment level was primarily the result of a divestiture, and the 2024 increase in our employment level was primarily the result of acquisitions (see Note 19 " Acquisitions and Divestitures " in Item 8 “ Financial Statements and Supplementary Data ”). As noted ab ove, 2025 SAG expense was $564.1 million, 6% higher than the prior year, or 7.1% as a percentage of total revenues.

GAIN ON SALE OF PROPERTY, PLANT & EQUIPMENT AND BUSINESSES

in millions

The 2025 gain on sale of property, plant & equipment and businesses of $52.4 million includes a pretax gain of $42.4 million from the sale of our asphalt mix and construction paving operations in Houston, Texas. The 2024 gain on sale of property, plant & equipment and businesses of $52.3 million includes a pretax gain of $36.7 million from the sale of a former sales yard in Virginia. We remain focused on our aggregates-led strategy as well as our efforts to maximize the value of our portfolio of quarry operations as they move through their life-cycle of land management. For additional details, see Note 19 “ Acquisitions and Divestitures ” in Item 8 “ Financial Statements and Supplementary Data .”

LOSS ON IMPAIRMENTS

Loss on impairments was $86.6 million in 2024 which represents a goodwill impairment charge related to one of our Concrete segment reporting units. There were no similar charges in 2025.

See Note 18 “ Goodwill and Intangible Assets ” and Note 19 “ Acquisitions and Divestitures ” in Item 8 “ Financial Statements and Supplementary Data ” for additional discussion.

Form 10-K

Part II

OTHER OPERATING EXPENSE, NET

Other operating expense, net is composed primarily of idle facilities expense, environmental remediation costs, gain (loss) on settlement of AROs, finance charges collected and rental income (expense). Total other operating expense and significant and/or discrete items included in the total were:

• $43.3 million in 2025 — includes the following:

• $0.6 million of charges associated with divested operations

• $0.4 million of charges associated with non-routine acquisitions (excludes items included in cost of revenues)

• $56.2 million of idle facilities expenses

• $69.7 million in 2024 — includes the following:

• $17.7 million of charges associated with divested operations

• $8.5 million of charges associated with non-routine acquisitions (excludes items included in cost of revenues)

• $34.9 million of idle facilities expenses

OTHER NONOPERATING EXPENSE, NET

Other nonoperating expense, net was $3.2 million of expense in 2025 and $22.1 million of expense in 2024, composed primarily of pension and postretirement benefit costs (excluding service costs), foreign currency transaction gains/losses, Rabbi Trust gains/losses and net earnings/losses of nonconsolidated equity method investments.

INTEREST EXPENSE

in millions

Interest expense was $239.7 million in 2025 compared to $191.2 million in 2024. The increase in interest expense was primarily due to a higher debt level resulting from the November 2024 notes issuances. See Note 6 “ Debt ” in Item 8 “ Financial Statements and Supplementary Data ” for additional discussion.

Form 10-K

Part II

INCOME TAXES

Our income tax expense from continuing operations for the years ended December 31 is shown below:

dollars in millions

Earnings from continuing operations before income taxes

Income tax expense

Effective tax rate

The $56.1 million increase in our 2025 income tax expense compared to 2024 was primarily related to an increase in pretax earnings from continuing operations. The $48.0 million decrease in our 2024 income tax expense compared to 2023 was primarily related to a decrease in earnings from continuing operations and the income tax benefit recorded for the remeasurement of our deferred taxes at a new blended income tax rate.

During the fourth quarter of 2024, we determined that the rate at which our deferred tax liabilities will reverse has decreased, largely as a result of changes in our state tax profile from the Wake Stone acquisition. As a result, we remeasured our deferred tax liabilities and recorded a tax benefit of $21.9 million.

In May 2022, Mexican government officials unexpectedly and arbitrarily shut down our Calica operations in Mexico. In 2025, Calica had deferred tax assets (including net operating losses) of $37.3 million against which we have a full valuation allowance recorded. As a result, we recorded a charge to increase the valuation allowance by $9.8 million to $37.3 million in 2025. $3.9 million of this charge was recorded as currency translation due to the increase in our deferred tax assets from appreciation of the Mexican peso during the year. A majority of the deferred tax assets relate to an NOL carryforward which would expire between 2032 and 2035 if not utilized. Should the Mexican government lift the shutdown and/or we are successful in our North American Free Trade Agreement (NAFTA) claim, we will reevaluate the need for a valuation allowance against the deferred tax assets.

Additionally, Calica is under examination by the Mexican Servicio de Adminstración (“SAT”) for tax years 2018 and 2019. In the fourth quarter of 2025, SAT issued Calica an audit findings letter for 2018. Among other claims, SAT asserts that Calica had no right to mine and has denied its cost of goods sold deduction. We have recognized the full tax benefit associated with Calica’s cost of goods sold deduction in Mexico, as we believe it is more likely than not that the position will be sustained based upon the technical merits of the position. This position is strictly binary as our tax liability hinges entirely on the legal basis that Calica had the necessary rights to conduct its mining operations during the period in question. Should we be unsuccessful in defending this tax position related to the 2018 audit, we may incur a one-time cash outflow and tax expense of approximately $35 million, which includes $23 million of interest and penalties.

For additional information, see Note 9 “ Income Taxes ” in Item 8 “ Financial Statements and Supplementary Data .”

DISCONTINUED OPERATIONS

Pretax loss from discontinued operations was:

• $6.1 million in 2025

• $10.2 million in 2024

• $14.7 million in 2023

Pretax loss from discontinued operations for 2025, 2024 and 2023 resulted primarily from general and product liability costs, including legal defense costs and environmental remediation costs associated with our former Chemicals business. For additional information about discontinued operations, see Note 1 “ Summary of Significant Accounting Policies ” in Item 8 “ Financial Statements and Supplementary Data .”

Form 10-K

Part II

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

Segment sales

Freight & delivery revenues 1

Other revenues

Freight-adjusted revenues

Unit shipments - tons

Freight-adjusted sales price

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.

Form 10-K

Part II

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

Gross profit

Depreciation, depletion, accretion and amortization

Cash gross profit

Unit shipments - tons

Gross profit per ton

Freight-adjusted sales price

Cash gross profit per ton

Freight-adjusted cash cost of sales per ton

Asphalt segment

Gross profit

Depreciation, depletion, accretion and amortization

Cash gross profit

Unit shipments - tons

Gross profit per ton

Average sales price

Cash gross profit per ton

Cash cost of sales per ton

Concrete segment

Gross profit

Depreciation, depletion, accretion and amortization

Cash gross profit

Unit shipments - cubic yards

Gross profit per cubic yard

Average sales price

Cash gross profit per cubic yard

Cash cost of sales per cubic yard

Form 10-K

Part II

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

Net earnings attributable to Vulcan

Income tax expense, including discontinued operations

Interest expense, net

Depreciation, depletion, accretion and amortization

EBITDA

Loss on discontinued operations

Gain on sale of real estate and businesses, net

Loss on impairments

Charges associated with divested operations

Acquisition related charges 1

Adjusted EBITDA

Adjusted EBITDA margin

1. Represents charges associated with acquisitions requiring clearance under federal antitrust laws. Wake Stone acquisition related costs in 2024 include acquisition related expenses of $3.8 million and the cost impact of purchase accounting inventory valuations of $6.4 million. Superior acquisition related costs in 2024 include acquisition related expenses of $4.7 million (see Note 19 for additional information).

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:

Diluted net earnings per share attributable to Vulcan

Items included in Adjusted EBITDA above, net of tax

NOL carryforward valuation allowance

Adjusted diluted EPS attributable to Vulcan from continuing operations

Form 10-K

Part II

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

Current maturities of long-term debt

Long-term debt

Total debt

Cash and cash equivalents and restricted cash

Net debt

Adjusted EBITDA

Total Debt to Adjusted EBITDA

Net Debt to Adjusted EBITDA

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):

dollars in millions

Adjusted EBITDA

Average invested capital

Property, plant & equipment, net

Goodwill

Other intangible assets

Fixed and intangible assets

Current assets

Cash and cash equivalents

Current tax

Adjusted current assets

Current liabilities

Current maturities of long-term debt

Short-term debt

Adjusted current liabilities

Adjusted net working capital

Average invested capital

Return on invested capital

Form 10-K

Part II

2026 PROJECTED EBITDA

Projected 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 Mid-Point 1

Net earnings attributable to Vulcan

Income tax expense, including discontinued operations

Interest expense, net

Depreciation, depletion, accretion and amortization

Projected EBITDA

1. See the Market Developments and Outlook section (earlier within this Item 7) for the assumptions used to build this projection.

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 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 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

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

We will continue to assess our liquidity sources and needs in order to take appropriate actions to meet our objectives.

Form 10-K

Part II

Our future contractual payments as of December 31, 2025 are summarized in the table below:

Note

Reference

Payments Due by Year

in millions

Thereafter

Total

Contractual Obligations

Bank line of credit

Principal payments

Note 6

Interest payments and fees 1

Note 6

Commercial paper

Principal payments

Note 6

Interest payments

Note 6

Term debt

Principal payments

Note 6

Interest payments

Note 6

Operating leases 2

Note 7

Finance leases 2

Note 7

Mineral royalties

Note 12

Unconditional purchase obligations

Capital

Note 12

Noncapital 3

Note 12

Benefit plans 4

Note 10

Total contractual obligations 5

1. Includes fees for unused borrowing capacity and fees for standby letters of credit. The figures for all years assume that the amount of unused borrowing capacity and the amount of standby letters of credit do not change from December 31, 2025.

2. Excludes lease renewal options which are included in the table labeled Maturity of Lease Liabilities in Note 7 “ Leases ” in Item 8 “ Financial Statements and Supplementary Data .”

3. Noncapital unconditional purchase obligations relate primarily to transportation and electricity contracts.

4. Payments in “Thereafter” column for benefit plans are for the years 2031-2035. The future contributions are based on current economic conditions and may vary based on future interest rates, asset performance, participant longevity and other plan experience.

5. Excludes discounted asset retirement obligations in the amount of $456.5 million at December 31, 2025, the majority of which have an estimated settlement date beyond 2030 (see Note 17 “ Asset Retirement Obligations ” in Item 8 “ Financial Statements and Supplementary Data ”).

During 2026, we expect to spend between $750 million and $800 million on capital expenditures, including growth projects.

As of December 31, 2025, we were contingently liable for $1,059.8 million within 444 surety bonds underwritten by various surety companies. These bonds guarantee our performance and are required primarily by states and municipalities and their related agencies. The top five in amount totaled $265.0 million (25%) and were for certain construction contracts and reclamation obligations. We have agreed to indemnify the underwriting companies against any exposure under the surety bonds. No material claims have been made against our surety bonds.

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

Form 10-K

Part II

CASH

Included in our December 31, 2025 cash and cash equivalents and restricted cash balances of $189.4 million is $6.1 million of restricted cash (see Note 1 “ Summary of Significant Accounting Policies ” in Item 8 “ Financial Statements and Supplementary Data ” under the caption "Restricted Cash").

Cash From Operating Activities

in millions

Net cash provided by operating activities is derived primarily from net earnings before noncash deductions for depreciation, depletion, accretion and amortization.

in millions

Net earnings

Depreciation, depletion, accretion and amortization

Loss on impairments

Noncash operating lease expense

Net gain on sale of property, plant & equipment and businesses

Deferred income taxes, net

Other operating cash flows, net 1

Net cash provided by operating activities

1. Primarily reflects changes to working capital balances.

2025 VERSUS 2024 — Net cash provided by operating activities was $1,813.0 million during 2025, a $403.4 million increase compared to 2024. The increase was primarily attributable to changes in working capital balances, higher cash earnings in 2025 ($165.0 million higher net earnings in addition to $116.3 million higher non-cash depreciation, depletion, accretion and amortization), partially offset by an $86.6 million non-cash goodwill impairment charge in 2024.

Days sales outstanding, a measurement of the time it takes to collect receivables, were 43.0 days at December 31, 2025 compared to 45.6 days at December 31, 2024. Our over 90 day receivables balance of $28.7 million at December 31, 2025 was $0.9 million lower than the December 31, 2024 balance of $29.6 million. All customer accounts are actively managed, and no losses in excess of amounts reserved are currently expected.

Form 10-K

Part II

Cash From Investing Activities

in millions

2025 VERSUS 2024 — Net cash used for investing activities was $529.2 million during 2025, a $2,285.7 million decrease compared to 2024. During 2024, we acquired businesses for $2,266.2 million, whereas there were no business acquisitions in 2025. During 2025, we invested $677.7 million in our existing operations (includes changes in accruals for property, plant & equipment), a $74.2 million increase compared to 2024. This $677.7 million investment includes both maintenance and internal growth projects to enhance our distribution capabilities, develop new production sites and improve existing production facilities. Additionally, proceeds from the sale of property, plant & equipment and businesses were up $96.6 million in 2025 from the prior year, primarily due to the divestiture of our Texas asphalt and construction paving operations in the fourth quarter of 2025. For additional information on acquisitions and divestitures, see Note 19 “ Acquisitions and Divestitures ” in Item 8 “ Financial Statements and Supplementary Data ".

Cash From Financing Activities

in millions

2025 VERSUS 2024 — Net cash used for financing activities in 2025 was $1,695.2 million, whereas net cash provided by financing activities in 2024 was $1,056.9 million. The current year includes $400.0 million cash paid to redeem the senior notes due 2025 and $550.0 million to pay down the commercial paper balance, whereas the prior year includes proceeds of $2,000.0 million from the issuance of senior notes and cash paid to redeem the $550.0 million senior notes due 2026 (see Note 6 " Debt " in Item 8 “ Financial Statements and Supplementary Data ”). Additionally, we returned $698.2 million to shareholders (a $385.0 million increase compared to the prior year due primarily to higher share repurchases) through $259.8 million of dividends ($1.96 per share compared to $1.84 per share) and $438.4 million of common stock repurchases (1,544,441 shares repurchased at $283.82 average price per share compared to 270,142 shares repurchased at $254.71 average price per share).

Form 10-K

Part II

DEBT

Certain debt measures as of December 31 are outlined below:

dollars in millions

Debt

Current maturities of long-term debt

Long-term debt

Total debt

Capital

Total debt

Total equity

Total capital

Total Debt as a Percentage of Total Capital

Weighted-Average Effective Interest Rates

Line of credit 1

Commercial paper

Term debt

Fixed Versus Floating Interest Rate Debt

Fixed-rate debt

Floating-rate debt

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 December 31, 2025, total debt to Adjusted EBITDA was 1.9 times (1.8 times on a net debt basis reflecting $189.4 million of cash on hand). Our weighted-average debt maturity was 13.7 years, and our total weighted-average effective interest rate was 5.04%.

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 unsecured line of credit and contains covenants customary for an unsecured investment-grade facility. As of December 31, 2025, 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 December 31, 2025, there were no outstanding commercial paper borrowings.

Our $1,600.0 million unsecured line of credit was amended in November 2024 to extend the maturity date from August 2027 to November 2029. Our line of credit contains covenants customary for an unsecured investment-grade facility. Covenants, borrowings, cost ranges and other details are described in Note 6 “ Debt ” in Item 8 “ Financial Statements and Supplementary Data .” As of December 31, 2025, we were in compliance with the line of credit covenants. The margin for Secured Overnight Financing Rate (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 December 31, 2025, our available borrowing capacity under the line of credit was $1,576.9 million. Utilization of the borrowing capacity was as follows:

• None was borrowed

• $23.1 million was used to support standby letters of credit

Form 10-K

Part II

Term Debt

All of our $4,440.6 million (face value) of term debt is unsecured. All of the covenants in the debt agreements are customary for investment-grade facilities. As of December 31, 2025, we were in compliance with all term debt covenants.

In November 2024, we issued $500.0 million of 4.95% senior notes due 2029, $750.0 million of 5.35% senior notes due 2034 and $750.0 million of 5.70% senior notes due 2054. Total proceeds of $1,975.0 million (net of discounts and transaction costs), together with cash on hand, were used to provide liquidity for acquisitions in 2024 and debt maturing in 2025.

In March 2025, we redeemed the $400.0 million senior notes due April 2025 using cash on hand.

For additional information regarding term debt, see Note 6 “ Debt ” in Item 8 “ Financial Statements and Supplementary Data .”

Debt Payments and Maturities

Scheduled debt payments during 2025 included the aforementioned $400.0 million to redeem the senior notes due in April and $0.5 million in March. Scheduled debt payments during 2024 were $0.5 million in March. As of December 31, 2025, maturities for the next four quarters and for the next five years are as follows (excluding any borrowings on the line of credit and commercial paper):

in millions

2026 Debt Maturities

in millions

Debt Maturities

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

For additional information regarding debt payments and maturities, see Note 6 “ Debt ” in Item 8 “ Financial Statements and Supplementary Data .”

Debt Ratings

Our debt ratings and outlooks as of December 31, 2025 are as follows:

Short-term

Long-term

Outlook

Fitch

BBB+

Stable

Moody's

Baa2

Stable

Standard & Poor's

BBB+

Stable

Form 10-K

Part II

EQUITY

The number of our common stock issuances and purchases are as follows:

in millions

Common stock shares at January 1, issued and outstanding

Common stock issued for share-based compensation plans

Common stock purchased and retired

Other

Common stock shares at December 31, issued and outstanding

As of December 31, 2025, there were 5,272,677 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) are as follows:

in millions, except average cost

Number of shares purchased and retired

Total purchase price

Average cost per share

There were no shares held in treasury as of December 31, 2025, 2024 and 2023.

Standby Letters of Credit

For a discussion of our standby letters of credit, see Note 6 “ Debt ” in Item 8 “ Financial Statements and Supplementary Data ."

Form 10-K

Part II

Critical Accounting Policies

We follow certain significant accounting policies when preparing our consolidated financial statements. A summary of these policies is included in Note 1 “ Summary of Significant Accounting Policies ” in Item 8 “ Financial Statements and Supplementary Data .”

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 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 the following critical accounting policies require the most significant judgments and estimates used in the preparation of our consolidated financial statements:

1. Goodwill impairment

2. Impairment of long-lived assets excluding goodwill

3. Business combinations and purchase price allocation

4. Pension and other postretirement benefits

5. Environmental compliance costs

6. Claims and litigation including self-insurance

7. Income taxes

1. GOODWILL IMPAIRMENT

Goodwill represents the excess of the cost of net assets acquired in business combinations over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. Goodwill impairment exists when the fair value of a reporting unit is less than its carrying amount. Goodwill is tested for impairment annually, as of November 1, or more frequently whenever events or changes in circumstances would more likely than not reduce the fair value of a reporting unit below its carrying amount. The impairment evaluation is a critical accounting policy because goodwill is material to our total assets (as of December 31, 2025, goodwill represents 23% of total assets), and the evaluation involves the use of significant estimates, assumptions and judgment.

How We Test Goodwill for Impairment

Goodwill is tested for impairment at the reporting unit level, one level below our operating segments. We have identified 14 reporting units (of which 10 carry goodwill) based primarily on geographic location. We have the option of either assessing qualitative factors to determine whether it is more likely than not that the carrying value of our reporting units exceeds their respective fair value or proceeding directly to a quantitative test. We elected to perform the quantitative impairment test for all years presented.

The quantitative impairment test compares the fair value of a reporting unit to its carrying value, including goodwill. If the fair value exceeds its carrying value, the goodwill of the reporting unit is not considered impaired. However, if the carrying value of a reporting unit exceeds its fair value, we recognize an impairment loss equal to that excess.

How We Determine Carrying Value and Fair Value

We determine the carrying value of each reporting unit by assigning assets and liabilities, including goodwill, to those units as of the measurement date. We estimate the fair values of the reporting units using both an income approach (which involves discounting estimated future cash flows) and a market approach (which involves the application of revenue and EBITDA multiples of comparable companies). We consider market factors when determining the assumptions and estimates used in our valuation models. Finally, to assess the reasonableness of the reporting unit fair values, we compare the total of the reporting unit fair values to our market capitalization.

Form 10-K

Part II

Our Fair Value Assumptions

We base our fair value estimates on market participant assumptions we believe to be reasonable at the time, but such assumptions are subject to inherent uncertainty and actual results may differ. Changes in key assumptions or management judgment with respect to a reporting unit or its prospects may result from a change in market conditions, market trends, interest rates or other factors outside of our control, or underperformance relative to historical or projected operating results. These conditions could result in a significantly different estimate of the fair value of our reporting units.

The significant assumptions in our discounted cash flow models include our estimate of future profitability, capital requirements and the discount rate. The profitability estimates used in the models were derived from internal operating budgets and forecasts for long-term demand and pricing in our industry. Estimated capital requirements reflect replacement capital estimated on a per unit basis and, if applicable, acquisition capital necessary to support growth estimated in the models. The discount rate was derived using a capital asset pricing model.

Results of Our Impairment Tests

The results of our annual impairment tests for 2024 and 2025 indicated that the estimated fair values of all reporting units with goodwill substantially exceeded their carrying values. The results of our annual impairment test for 2023 indicated that the estimated fair value of one of our Concrete segment reporting units exceeded carrying value by less than 5%. During the third quarter of 2024, we determined that a triggering event had occurred with respect to this reporting unit. Based on an interim goodwill impairment test, we determined that the estimated fair value of this reporting unit was less than its carrying value. As a result, we recorded an $86.6 million noncash impairment charge.

For additional information about goodwill, see Note 18 “ Goodwill and Intangible Assets ” and Note 19 “ Acquisitions and Divestitures ” in Item 8 “ Financial Statements and Supplementary Data .”

2. IMPAIRMENT OF LONG-LIVED ASSETS EXCLUDING GOODWILL

We evaluate the carrying value of long-lived assets, including intangible assets subject to amortization, when events and circumstances indicate that the carrying value may not be recoverable. The impairment evaluation is a critical accounting policy because long-lived assets are material to our total assets (as of December 31, 2025, net property, plant & equipment represents 49% of total assets while net other intangible assets represents 9% of total assets), and the evaluation involves the use of significant estimates, assumptions and judgment. The carrying value of long-lived assets is considered impaired when the estimated undiscounted cash flows from such assets are less than their carrying value. In that event, we perform a fair value analysis and recognize a loss equal to the amount by which the carrying value exceeds the fair value.

Fair value is estimated primarily by using a discounted cash flow methodology that requires considerable judgment and assumptions. Our estimate of net future cash flows is based on historical experience and assumptions of future trends which may be different from actual results. We periodically review the appropriateness of the estimated useful lives of our long-lived assets.

We test long-lived assets for impairment at a significantly lower level than the level at which we test goodwill for impairment. In markets where we do not produce downstream products (e.g., asphalt mix and ready-mixed concrete), the lowest level of largely independent identifiable cash flows is at the individual aggregates operation or a group of aggregates operations collectively serving a local market or remote markets through our rail and water distribution networks. Conversely, in vertically integrated markets, the cash flows of our downstream and upstream businesses are not largely independently identifiable as the selling price of the upstream products (aggregates) impacts the profitability of the downstream business.

During 2024 and 2025, we recorded no significant losses on impairment of long-lived assets. During the third quarter of 2023, we recognized a long-lived asset impairment loss of $28.3 million for assets classified as held for sale. Refer to Note 19 “ Acquisitions and Divestitures ” in Item 8 “ Financial Statements and Supplementary Data ” for further information.

We maintain certain long-lived assets that are not currently being used in our operations. These assets totaled $533.6 million at December 31, 2025, representing a 12% decrease from December 31, 2024. Of the total $533.6 million, approximately 30% relates to real estate held for future development and expansion of our operations. In addition, approximately 20% is comprised of real estate (principally former mining sites) pending development as commercial or residential real estate, reservoirs or landfills. The remaining 50% is composed of aggregates, asphalt and concrete operating assets idled temporarily. We evaluate the useful lives and recoverability of these assets when events or changes in circumstances indicate that carrying amounts may not be recoverable.

For additional information about long-lived assets and intangible assets, see Note 4 “ Property, Plant & Equipment ” and Note 18 “ Goodwill and Intangible Assets ” in Item 8 “ Financial Statements and Supplementary Data .”

Form 10-K

Part II

3. BUSINESS COMBINATIONS AND PURCHASE PRICE ALLOCATION

Our strategic long-term plans include potential investments in value-added acquisitions of related or similar businesses. When an acquisition is completed, our consolidated statements of comprehensive income include the operating results of the acquired business starting from the date of acquisition, which is the date that control is obtained.

How We Determine and Allocate the Purchase Price

The purchase price is determined based on the fair value of consideration transferred to and liabilities assumed from the seller as of the date of acquisition. We allocate the purchase price to the fair values of the tangible and identifiable intangible assets acquired and liabilities assumed as of the date of acquisition. Goodwill is recorded for the excess of the purchase price over the net fair value of the identifiable assets acquired and liabilities assumed. The purchase price allocation is a critical accounting policy because the estimation of fair values of acquired assets and assumed liabilities is judgmental and requires various assumptions. Additionally, the amounts assigned to depreciable and amortizable assets compared to amounts assigned to goodwill, which is not amortized, can significantly affect our results of operations.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction and therefore represents an exit price. A fair value measurement assumes the highest and best use of the asset by market participants. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels as described below:

Level 1: Quoted prices in active markets for identical assets or liabilities

Level 2: Inputs that are derived principally from or corroborated by observable market data

Level 3: Inputs that are unobservable and significant to the overall fair value measurement

Level 1 fair values are used to value investments in publicly-traded entities and assumed obligations for publicly-traded long-term debt.

Level 2 fair values are typically used to value acquired machinery and equipment (certain large-scale plants may be valued using Level 3 inputs), land, buildings, and assumed liabilities for asset retirement obligations, environmental remediation and compliance obligations. Additionally, Level 2 fair values are typically used to value assumed contracts at other-than-market rates.

Level 3 fair values are used to value acquired mineral reserves as well as leased mineral interests (referred to in our financial statements as contractual rights in place) and other identifiable intangible assets. We determine the fair values of owned mineral reserves and leased mineral interests using a lost profits approach and/or an excess earnings approach. These valuation techniques require management to estimate future cash flows. The estimate of future cash flows is based on available historical information and future expectations and assumptions determined by management but is inherently uncertain. Key assumptions in estimating future cash flows include sales price, shipment volumes, production costs and capital needs. The present value of the projected net cash flows represents the fair value assigned to mineral reserves and mineral interests. The discount rate is a significant assumption used in the valuation model and is based on the required rate of return that a hypothetical market participant would assume if purchasing the acquired business, with an adjustment for the risk of these assets not generating the projected cash flows.

Other identifiable intangible assets may include, but are not limited to, patents, trade names and trademarks. The fair values of these assets are typically determined by an excess earnings method, a replacement cost method or a market approach.

Measurement Period Adjustments

We may adjust the amounts recognized in an acquisition during a measurement period after the acquisition date. Any such adjustments are the result of subsequently obtaining additional information that existed at the acquisition date regarding the assets acquired or the liabilities assumed. Measurement period adjustments are generally recorded as increases or decreases to goodwill, if any, recognized in the transaction. The cumulative impact of measurement period adjustments on depreciation, amortization and other income statement items are recognized in the period the adjustment is determined. The measurement period ends once we have obtained all necessary information that existed as of the acquisition date but does not extend beyond one year from the date of acquisition. Any adjustments to assets acquired or liabilities assumed beyond the measurement period, unless as a result of an error, are recorded through earnings.

For additional information about business combinations and purchase price allocations, see Note 19 “ Acquisitions and Divestitures ” in Item 8 “ Financial Statements and Supplementary Data .”

Form 10-K

Part II

4. PENSION AND OTHER POSTRETIREMENT BENEFITS

Accounting for pension and other postretirement benefits requires that we use assumptions for the valuation of projected benefit obligations (PBO) and the performance of plan assets. The valuation is a critical accounting policy because pension and other postretirement benefit obligations and plan assets are material to our balance sheet. Each year, we review our assumptions for discount rates (used for PBO, service cost and interest cost calculations), expected return on plan assets and the cost of covered healthcare benefits. Due to plan changes made in 2013, annual pay increases do not materially impact plan obligations.

• Discount Rates — We use a high-quality bond full yield curve approach (specific spot rates for each annual expected cash flow) to establish the discount rates at each measurement date.

• Expected Return on Plan Assets — Our expected return on plan assets is a long-term view based on our current asset allocation and a judgment informed by consultation with our retirement plans’ consultant and our pension plans’ actuary.

• Rate of Increase in the Per Capita Cost of Covered Healthcare Benefits — We project the expected increases in the cost of covered healthcare benefits.

Refer to Note 10 “ Benefit Plans ” in Item 8 “ Financial Statements and Supplementary Data ” for the discount rates used for PBO, service cost and interest cost calculations; the expected return on plan assets; and the rate of increase in the per capita cost of healthcare benefits.

Changes to the assumptions listed above would have an impact on the PBO and the annual net benefit cost. The following table reflects the favorable and unfavorable outcomes associated with a change in certain assumptions:

(Favorable) Unfavorable

0.5 Percentage Point Increase

0.5 Percentage Point Decrease

in millions

Inc (Dec) in

Benefit Obligation

Inc (Dec) in

Annual Benefit Cost

Inc (Dec) in

Benefit Obligation

Inc (Dec) in

Annual Benefit Cost

Actuarial Assumptions

Discount rates

Pension

Other postretirement benefits

Expected return on plan assets

not applicable

not applicable

As of the December 31, 2025 measurement date, the fair value of our pension plan assets increased from $607.1 million for the prior year-end to $625.8 million primarily due to stronger than expected asset performance and employer funding of the plans.

The discount rate is the weighted-average of the spot rates for each cash flow on the yield curve for high-quality bonds as of the measurement date. As of the December 31, 2025 measurement date, the PBO of our pension plans increased from $640.8 million to $658.4 million. This increase was primarily due to the decrease in discount rates for the plans and updates to the demographic assumptions, including mortality tables. The PBO of our postretirement plans decreased from $42.2 million to $39.2 million. This decrease was primarily due to favorable claims experience and demographic assumption updates to better reflect anticipated experience for the plans.

During 2026, we expect to recognize net pension expense of $5. 0 million and net postretirement expense of $3.7 million compared to expense of $8.5 million and expense of $5.0 million , respectively, in 2025 . The expected decrease in pension expense is primarily due to stronger than expected asset performance in 2025 and lower discount rates. The expected decrease in postretirement expense is primarily due to favorable claims experience and demographic assumption updates to better reflect anticipated experience for the plans.

We anticipate that contributions totaling approximately $3.9 million to the funded pension plans will be required during 2026, and we do not anticipate making a discretionary contribution. We currently do not anticipate that the funded status of any of our plans will fall below statutory thresholds requiring accelerated funding or constraints on benefit levels or plan administration.

For additional information about pension and other postretirement benefits, see Note 10 “ Benefit Plans ” in Item 8 “ Financial Statements and Supplementary Data .”

Form 10-K

Part II

5. ENVIRONMENTAL COMPLIANCE COSTS

Our environmental compliance costs include the cost of ongoing monitoring programs, the cost of remediation efforts and other similar costs. Our accounting policy for environmental compliance costs is a critical accounting policy because it involves the use of significant estimates and assumptions and requires considerable management judgment.

To account for environmental costs, we:

• expense or capitalize environmental costs consistent with our capitalization policy

• expense costs for an existing condition caused by past operations that do not contribute to future revenues

• accrue costs for environmental assessment and remediation efforts when we determine that a liability is probable and we can reasonably estimate the cost

At the early stages of a remediation effort, environmental remediation liabilities are not easily quantified due to the uncertainties of various factors. The range of an estimated remediation liability is defined and redefined as events in the remediation effort occur, but generally liabilities are recognized no later than completion of the remedial feasibility study. When we can estimate a range of probable loss, we accrue the most likely amount. If no amount in the range of probable loss is considered most likely, the minimum loss in the range is accrued. As of December 31, 2025, the difference between the amount accrued and the maximum loss in the range for all sites for which a range can be reasonably estimated was $3.5 million; this amount does not represent our maximum exposure to loss for all environmental remediation obligations as it excludes those sites for which a range of loss cannot be reasonably estimated at this time. Our environmental remediation obligations are recorded on an undiscounted basis.

Accrual amounts may be based on technical cost estimations or the professional judgment of experienced environmental managers. Our Safety, Health and Environmental Affairs Management Committee routinely reviews cost estimates and key assumptions in response to new information, such as the kinds and quantities of hazardous substances, available technologies and changes to the parties participating in the remediation efforts. However, a number of factors, including adverse agency rulings and unanticipated conditions as remediation efforts progress, may cause actual results to differ materially from accrued costs.

For additional information about environmental compliance costs, see Note 8 “ Accrued Environmental Remediation Costs ” in Item 8 “ Financial Statements and Supplementary Data .”

6. CLAIMS AND LITIGATION INCLUDING SELF-INSURANCE

We are involved with claims and litigation, including items covered under our self-insurance program. We are self-insured for losses related to workers' compensation up to $3.0 million per occurrence and automotive and general/product liability up to $10.0 million per occurrence. We have excess coverage on a per occurrence basis beyond these retention levels.

Under our self-insurance program, we aggregate certain claims and litigation costs that are reasonably predictable based on our historical loss experience and accrue losses, including future legal defense costs, based on actuarial studies. Certain claims and litigation costs, due to their unique nature, are not included in our actuarial studies. For matters not included in our actuarial studies, legal defense costs are accrued when incurred.

Our accounting policy for claims and litigation including self-insurance is a critical accounting policy because it involves the use of significant estimates and assumptions and requires considerable management judgment.

How We Assess the Probability of Loss

We use both internal and outside legal counsel to assess the probability of loss, and we establish an accrual when the claims and litigation represent a probable loss and the cost can be reasonably estimated. Significant judgment is used in determining the timing and amount of the accruals for probable losses, and the actual liability could differ materially from the accrued amounts.

For additional information about claims and litigation including self-insurance, see Note 1 “ Summary of Significant Accounting Policies ” in Item 8 “ Financial Statements and Supplementary Data ” under the caption "Claims and Litigation Including Self-Insurance."

Form 10-K

Part II

7. INCOME TAXES

Valuation of Our Deferred Tax Assets

We file federal, state and foreign income tax returns and account for the current and deferred tax effects of such returns using the asset and liability method. We recognize deferred tax assets and liabilities (which reflect our best assessment of the future taxes we will pay) based on the differences between the book basis and tax basis of assets and liabilities. Deferred tax assets represent items to be used as a tax deduction or credit in future tax returns while deferred tax liabilities represent items that will result in additional tax in future tax returns.

Significant judgments and estimates are required in determining our deferred tax assets and liabilities. These estimates are updated throughout the year to consider income tax return filings, our geographic mix of earnings, legislative changes and other relevant items. We are required to account for the effects of changes in income tax rates on deferred tax balances in the period in which the legislation is enacted.

Each quarter we analyze the likelihood that our deferred tax assets will be realized. Realization of the deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character in either the carryback or carryforward period. A valuation allowance is recorded if, based on the weight of all available positive and negative evidence, it is more likely than not (a likelihood of more than 50%) that some portion, or all, of a deferred tax asset will not be realized. A summary of our deferred tax assets is included in Note 9 “ Income Taxes ” in Item 8 “ Financial Statements and Supplementary Data .”

Liability for Unrecognized Tax Benefits

We recognize a tax benefit associated with a tax position when we judge it is more likely than not that the position will be sustained based upon the technical merits of the position. For a tax position that meets the more likely than not recognition threshold, we measure the income tax benefit as the largest amount that we judge to have a greater than 50% likelihood of being realized. A liability is established for the unrecognized portion of any tax position. Our liability for unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of tax audits, case law developments and new legislation.

Generally, we are not subject to significant changes in income taxes by any taxing jurisdiction for the years before 2022. While it is often difficult to predict the final outcome or the timing of resolution of any particular tax matter, we believe our liability for unrecognized tax benefits is appropriate.

We consider a tax position to be resolved at the earlier of the issue being “effectively settled,” settlement of an examination, or the expiration of the statute of limitations. Upon resolution of a tax position, any liability for unrecognized tax benefits will be released.

Our liability for unrecognized tax benefits is generally presented as noncurrent. However, if we anticipate paying cash within one year to settle an uncertain tax position, the liability is presented as current. We classify interest and penalties associated with our liability for unrecognized tax benefits as income tax expense.

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 1 “ Summary of Significant Accounting Policies ” in Item 8 “ Financial Statements and Supplementary Data ” under the caption "New Accounting Standards."

Forward-looking Statements

The foregoing discussion and analysis, as well as certain information contained elsewhere in this Annual Report, contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor created thereby. See the discussion in " Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 " in Part I above.

Form 10-K

Part II