Form 8-K

8-K — Vulcan Materials CO

Accession: 0001140361-26-041095

Filed: 2026-10-29

Period: 2026-10-29

CIK: 0001396009

SIC: 1400 (MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS))

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ef20084525_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ef20084525_ex99-1.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ef20084525_8k.htm · Sequence: 1

false0001396009NYSE00013960092026-10-292026-10-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 29, 2026

VULCAN MATERIALS COMPANY

(Exact name of registrant as specified in its charter)

New Jersey

001-33841

20-8579133

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1200 Urban Center Drive

Birmingham, Alabama 35242

(Address of principal executive offices) (zip code)

(205) 298-3000

Registrant's telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common Stock, $1 par value

VMC

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule

12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised

financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition.

On October 29, 2026, Vulcan Materials Company announced its financial results for the third quarter ended September 30, 2026. The press release

announcing the results is furnished as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release, dated October 29, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on

its behalf by the undersigned hereunto duly authorized.

VULCAN MATERIALS COMPANY

Date: October 29, 2026

By:

/s/ Jerry F. Perkins Jr.

Name:

Jerry F. Perkins Jr.

Title:

Chief Administrative Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ef20084525_ex99-1.htm · Sequence: 2

Exhibit 99.1

October 29, 2026

FOR IMMEDIATE RELEASE

Investor Contact: Mark Warren (205) 298-3220

Media Contact: Jack Bonnikson (205) 298-3220

VULCAN REPORTS THIRD QUARTER 2026 RESULTS

Solid Execution Demonstrates Resilience of Aggregates-Led Business

Expands Footprint with Strategic Acquisitions

Targets Earnings Growth Again in 2027

Birmingham, Alabama – October 29, 2026 – Vulcan Materials Company (NYSE: VMC), the nation’s largest producer of construction aggregates, today announced results for the quarter ended September 30, 2026.

Ronnie Pruitt, Vulcan Materials’ Chief Executive Officer, said, “Our results this quarter reflect disciplined operational execution

across our entire organization. Our teams stayed focused on our core priorities, driving operational efficiencies, protecting margins, and delivering dependable value to our customers in a dynamic environment marked by energy inflation.

“At the same time, we are actively expanding our reach through strategic, disciplined acquisitions that reinforce our position in attractive, long-term growth markets.

These targeted aggregates-led investments, combined with our core operational momentum, position us well for continued earnings growth and value creation for shareholders.”

Financial Highlights Include:

Third Quarter

Year-to-Date

Trailing-Twelve Months

Amounts in millions, except per unit data

2026

2025

2026

2025

2026

2025

Total revenues

2,185

2,292

6,096

6,029

8,009

7,882

Gross profit

666

697

1,714

1,688

2,201

2,225

Selling, Administrative and General (SAG)

137

145

414

428

550

566

As % of Total revenues

6.3

6.8

7.1

6.9

7.2

Net earnings attributable to Vulcan

362

375

851

825

1,103

1,118

Adjusted EBITDA

707

735

1,808

1,806

2,326

2,356

Adjusted EBITDA Margin

32.3

32.1

29.7

30.0

29.0

29.9

Earnings attributable to Vulcan from

continuing operations per diluted share

2.81

2.83

6.54

6.24

8.44

8.47

Adjusted earnings attributable to Vulcan from

continuing operations per diluted share

2.83

2.84

6.76

6.29

8.47

8.46

Aggregates segment

Shipments (tons)

62.7

64.7

172.6

171.7

227.6

225.6

Freight-adjusted sales price per ton

22.84

22.01

22.87

22.05

22.61

21.90

Gross profit per ton

9.46

9.05

8.91

8.77

8.93

Cash gross profit per ton

11.95

11.84

11.68

11.52

11.45

11.51

Page 2

October 29, 2026

FOR IMMEDIATE RELEASE

Segment Results

Aggregates

Commercial and operational execution drove continued expansion in aggregates cash gross profit per ton despite ongoing energy headwinds in the third quarter. Segment

gross profit was $593 million ($9.46 per ton), and cash gross profit was $750 million ($11.95 per ton).

As compared to the prior year, aggregates shipments decreased 3 percent. Shipments in the prior year’s third quarter benefited from favorable weather across the

Company’s footprint following a slow start to the construction season due to severe winter weather and rainfall throughout the first half of the year.

Price growth in the third quarter remained widespread across the Company’s footprint. Freight-adjusted selling prices increased 5 percent on a mix-adjusted basis (4

percent, or $0.82 per ton, on a reported basis). Continued cost management and operational execution helped offset energy cost headwinds and inflationary pressures on some parts and supplies. Freight-adjusted unit cash cost of sales increased 7

percent, or $0.72 per ton, over the prior year. Excluding the impact of higher diesel fuel costs, cash cost of sales increased 3 percent.

Asphalt and Concrete

Non-aggregates segment gross profit in the third quarter was $72 million, and cash gross profit was $88 million. Asphalt gross profit margin remained strong at 17

percent, despite lower shipments and higher liquid asphalt costs. The prior year results included the Company’s Houston asphalt and construction business that was divested in the fourth quarter of 2025. Concrete gross profit margin expanded to 9

percent. The prior year’s third quarter included results from the concrete assets in California, that were divested in the second quarter of 2026.

Selling, Administrative and General (SAG)

SAG expense in the quarter was $137 million, 6 percent lower than the prior year and 6.3 percent of total revenues. On a trailing-twelve months basis, SAG expense as a

percent of total revenues was 6.9 percent and 30 basis points lower than the prior year.

Financial Position, Liquidity and Capital Allocation

Capital expenditures for maintenance and growth projects were $174 million in the third quarter, and the Company returned $417 million to shareholders through $350

million of common stock repurchases and $67 million of dividends.

During the third quarter, the Company completed two bolt-on acquisitions that align with our aggregates-led strategy and enhance our position in Tennessee and expand our

reach into southern Ohio. The Company remains well positioned for continued growth with a strong liquidity position and balance sheet profile.

Page 3

October 29, 2026

FOR IMMEDIATE RELEASE

As of September 30, 2026, the ratio of total debt to trailing-twelve months Adjusted EBITDA was 2.0 times and within the Company’s target range of 2.0 to 2.5 times. On a

trailing-twelve months basis, return on average invested capital was 15.9 percent.

Outlook

Regarding the Company’s outlook, Mr. Pruitt said, “Our results this year highlight the durability of our business. Despite significant energy headwinds, we are

preserving our Adjusted EBITDA margin and expanding unit profitability in aggregates. We have taken proactive pricing and cost actions to mitigate the elevated energy inflation that has continued into the fourth quarter. Backed by our operational

and commercial discipline, we expect to deliver approximately $2.4 billion in Adjusted EBITDA for the full year.

Mr. Pruitt continued, “As we look to 2027, our execution and ongoing portfolio expansion set the stage for another year of earnings growth. We anticipate a continuation

of the current demand environment next year and expect to continue expanding aggregates cash gross profit per ton with mid- to high- single digit pricing gains through execution of the Vulcan Way of Selling and cost benefits from the Vulcan Way of

Operating.

“We have the right aggregates-led strategy and the operational rigor to navigate dynamic market conditions. By maintaining disciplined

capital deployment, integrating high-quality assets into our network, and executing on the fundamentals we control, we will continue to generate strong cash flow and compound superior value for our shareholders.”

Conference Call

Vulcan will host a conference call at 9:00 a.m. CT on October 29, 2026. A webcast will be available via the Company’s website at www.vulcanmaterials.com. Investors and

other interested parties may access the teleconference live by calling 800-347-6865, or 203-518-9757 if outside the U.S. The conference ID is 5524133. The conference call will be recorded and available for replay at the Company’s website

approximately two hours after the call.

About Vulcan Materials Company

Vulcan Materials Company, a member of the S&P 500 Index with headquarters in Birmingham, Alabama, is the nation's largest supplier of construction aggregates –

primarily crushed stone, sand and gravel – and a major producer of aggregates-based construction materials, including asphalt and ready-mixed concrete. For additional information about Vulcan, go to www.vulcanmaterials.com.

Non-GAAP Financial Measures

Because GAAP financial measures on a forward-looking basis are not accessible, and reconciling information is not available without unreasonable effort, we have not

provided reconciliations for forward-looking non-GAAP measures, other than the reconciliation of Projected Adjusted EBITDA as included in Appendix 2 hereto. For the same reasons, we are unable to address the probable significance of the unavailable

information, which could be material to future results.

Page 4

October 29, 2026

FOR IMMEDIATE RELEASE

FORWARD-LOOKING STATEMENT DISCLAIMER

This document contains forward-looking statements. Statements that are not historical fact, including statements about Vulcan's beliefs and expectations, are

forward-looking statements. Generally, these statements relate to future financial performance, results of operations, business plans or strategies, projected or anticipated revenues, expenses, earnings (including EBITDA and other measures),

dividend policy, shipment volumes, pricing, levels of capital expenditures, intended cost reductions and cost savings, anticipated profit improvements and/or planned divestitures and asset sales. These forward-looking statements are sometimes

identified by the use of terms and phrases such as “believe,” “should,” “would,” “expect,” “project,” “estimate,” “anticipate,” “intend,” “plan,” “will,” “can,” “may” or similar expressions elsewhere in this document. These statements are subject

to numerous risks, uncertainties, and assumptions, including but not limited to general business conditions, competitive factors, pricing, energy costs, and other risks and uncertainties discussed in the reports Vulcan periodically files with the

SEC.

Forward-looking statements are not guarantees of future performance and actual results, developments, and business decisions may vary significantly from those expressed

in or implied by the forward-looking statements. The following risks related to Vulcan's business, among others, could cause actual results to differ materially from those described in the forward-looking statements: general economic and business

conditions; domestic and global political, economic or diplomatic developments, including the military conflict in the Middle East involving the United States, Israel and Iran; a pandemic, epidemic or other public health emergency; Vulcan’s

dependence on the construction industry, which is subject to economic cycles; the timing and amount of federal, state and local funding for infrastructure; changes in the level of spending for private residential and private nonresidential

construction; changes in Vulcan’s effective tax rate; the increasing reliance on information technology infrastructure, including the risks that the infrastructure does not work as intended, experiences technical difficulties or is subjected to

cyber-attacks; the impact of the state of the global economy on Vulcan’s businesses and financial condition and access to capital markets; international business operations and relationships, including actions taken by the Mexican government with

respect to Vulcan’s property and operations in that country; the highly competitive nature of the construction industry; the impact of future regulatory or legislative actions, including those relating to climate change, biodiversity, land use,

wetlands, greenhouse gas emissions, the definition of minerals, tax policy and domestic and international trade; the outcome of pending legal proceedings; pricing of Vulcan's products; weather and other natural phenomena, including the impact of

climate change and availability of water; availability and cost of trucks, railcars, barges and ships as well as their licensed operators for transport of Vulcan’s materials; energy costs; costs of hydrocarbon-based raw materials; healthcare costs;

labor relations, shortages and constraints; the amount of long-term debt and interest expense incurred by Vulcan; changes in interest rates; volatility in pension plan asset values and liabilities, which may require cash contributions to the

pension plans; the impact of environmental cleanup costs and other liabilities relating to existing and/or divested businesses; Vulcan's ability to secure and permit aggregates reserves in strategically located areas; Vulcan’s ability to identify,

close and successfully integrate acquisitions; the effect of changes in tax laws, guidance and interpretations; significant downturn in the construction industry may result in the impairment of goodwill or long-lived assets; changes in

technologies, which could disrupt the way Vulcan does business and how Vulcan’s products are distributed; the risks of open pit and underground mining; expectations relating to sustainability considerations; claims that our products do not meet

regulatory requirements or contractual specifications; and other assumptions, risks and uncertainties detailed from time to time in the reports filed by Vulcan with the SEC. All forward-looking statements in this communication are qualified in

their entirety by this cautionary statement. Vulcan disclaims and does not undertake any obligation to update or revise any forward-looking statement in this document except as required by law.

Source: Vulcan Materials Company

Table A

Vulcan Materials Company

and Subsidiary Companies

(in millions, except per share data)

Consolidated Statements of Earnings

Three Months Ended

September 30

Nine Months Ended

September 30

(Condensed and unaudited)

2026

2025

2026

2025

Total revenues

2,184.6

2,291.5

6,096.3

6,028.5

Cost of revenues

(1,519.0

)

(1,594.3

)

(4,382.5

)

(4,340.8

)

Gross profit

665.6

697.2

1,713.8

1,687.7

Selling, administrative and general expenses

(137.0

)

(145.3

)

(414.1

)

(428.0

)

Gain (loss) on sale of property, plant & equipment

and businesses

0.2

0.6

(11.4

)

9.2

Other operating expense, net

(4.2

)

(9.3

)

(42.8

)

(28.2

)

Operating earnings

524.6

543.2

1,245.5

1,240.7

Other nonoperating income (expense), net

(2.0

)

0.7

3.1

0.4

Interest expense, net

(51.4

)

(55.3

)

(160.0

)

(174.2

)

Earnings from continuing operations before

income taxes

471.2

488.6

1,088.6

1,066.9

Income tax expense

(107.1

)

(112.4

)

(234.4

)

(237.4

)

Earnings from continuing operations

364.1

376.2

854.2

829.5

Loss on discontinued operations, net of tax

(1.2

)

(1.2

)

(0.9

)

(4.2

)

Net earnings

362.9

375.0

853.3

825.3

Earnings attributable to noncontrolling interest

(0.6

)

(0.1

)

(2.1

)

(0.6

)

Net earnings attributable to Vulcan

362.3

374.9

851.2

824.7

Basic earnings (loss) per share attributable to Vulcan

Continuing operations

2.82

2.85

6.56

6.27

Discontinued operations

(0.01

)

(0.01

)

0.00

(0.03

)

Net earnings

2.81

2.84

6.56

6.24

Diluted earnings (loss) per share attributable to Vulcan

Continuing operations

2.81

2.83

6.54

6.24

Discontinued operations

(0.01

)

(0.01

)

(0.01

)

(0.03

)

Net earnings

2.80

2.82

6.53

6.21

Weighted-average common shares outstanding

Basic

129.1

132.1

129.8

132.2

Assuming dilution

129.5

132.9

130.3

132.9

Effective tax rate from continuing operations

22.7

23.0

21.5

22.3

Table B

Vulcan Materials Company

and Subsidiary Companies

(in millions)

Consolidated Balance Sheets

(Condensed and unaudited)

September 30

2026

December 31

2025

September 30

2025

Assets

Cash and cash equivalents

106.6

183.3

191.3

Restricted cash

65.8

6.1

3.9

Accounts and notes receivable

Accounts and notes receivable, gross

1,117.1

898.2

1,197.1

Allowance for credit losses

(4.4

)

(10.5

)

(12.3

)

Accounts and notes receivable, net

1,112.7

887.7

1,184.8

Inventories

Finished products

546.5

557.7

545.0

Raw materials

43.0

36.7

47.6

Products in process

6.8

5.4

12.3

Operating supplies and other

86.2

80.7

82.2

Inventories

682.5

680.5

687.1

Other current assets

111.1

101.8

104.0

Assets held for sale

0.0

708.5

97.3

Total current assets

2,078.7

2,567.9

2,268.4

Investments and long-term receivables

175.7

33.7

33.6

Property, plant & equipment

Property, plant & equipment, cost

15,048.8

14,504.7

14,641.6

Allowances for depreciation, depletion & amortization

(6,644.4

)

(6,356.1

)

(6,288.9

)

Property, plant & equipment, net

8,404.4

8,148.6

8,352.7

Operating lease right-of-use assets, net

589.0

521.5

522.0

Goodwill

3,781.2

3,780.9

3,839.5

Other intangible assets, net

1,459.8

1,489.0

1,796.0

Other noncurrent assets

214.8

158.8

166.3

Total assets

16,703.6

16,700.4

16,978.5

Liabilities

Current maturities of long-term debt

400.0

0.4

Short-term debt

315.0

0.0

Trade payables and accruals

245.3

438.5

422.6

Other current liabilities

495.0

487.9

556.2

Liabilities held for sale

0.0

29.3

37.6

Total current liabilities

1,455.3

956.1

1,016.8

Long-term debt

3,965.6

4,361.7

4,360.4

Deferred income taxes, net

1,292.3

1,358.3

1,391.9

Deferred revenue

124.9

130.6

132.3

Noncurrent operating lease liabilities

582.1

522.6

506.2

Other noncurrent liabilities

852.2

822.2

813.8

Total liabilities

8,272.4

8,151.5

8,221.4

Equity

Common stock, $1 par value

128.2

130.6

132.0

Capital in excess of par value

2,914.6

2,930.0

2,920.2

Retained earnings

5,485.1

5,590.1

5,805.1

Accumulated other comprehensive loss

(121.3

)

(125.6

)

(123.1

)

Total shareholder's equity

8,406.6

8,525.1

8,734.2

Noncontrolling interest

24.6

23.8

22.9

Total equity

8,431.2

8,548.9

8,757.1

Total liabilities and equity

16,703.6

16,700.4

16,978.5

Table C

Vulcan Materials Company

and Subsidiary Companies

(in millions)

Consolidated Statements of Cash Flows

Nine Months Ended

September 30

(Condensed and unaudited)

2026

2025

Operating Activities

Net earnings

853.3

825.3

Adjustments to reconcile net earnings to net cash provided by operating activities

Depreciation, depletion, accretion and amortization

529.0

563.2

Noncash operating lease expense

39.3

40.1

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

11.4

(9.2

)

Contributions to pension plans

(17.5

)

(13.8

)

Share-based compensation expense

33.3

49.9

Deferred income taxes, net

(52.7

)

56.5

Changes in assets and liabilities before initial effects of business acquisitions and dispositions

(435.3

)

(256.3

)

Other, net

10.2

14.3

Net cash provided by operating activities

971.0

1,270.0

Investing Activities

Purchases of property, plant & equipment

(548.0

)

(492.9

)

Proceeds from sale of property, plant & equipment

19.5

23.0

Proceeds from sale of businesses

572.1

19.0

Payment for businesses acquired, net of acquired cash

(290.6

)

(8.5

)

Other, net

2.4

8.5

Net cash used for investing activities

(244.6

)

(450.9

)

Financing Activities

Proceeds from short-term debt

315.0

0.0

Payment of short-term debt and other financing obligations

(50.0

)

(550.0

)

Payment of current maturities and long-term debt

(0.3

)

(400.5

)

Payment of finance leases

(6.1

)

(8.5

)

Purchases of common stock

(749.8

)

(38.1

)

Dividends paid

(202.3

)

(195.4

)

Share-based compensation, shares withheld for taxes

(48.4

)

(30.5

)

Distribution to noncontrolling interest

(1.4

)

(1.5

)

Other, net

(0.1

)

(0.2

)

Net cash used for financing activities

(743.4

)

(1,224.7

)

Net decrease in cash and cash equivalents and restricted cash

(17.0

)

(405.6

)

Cash and cash equivalents and restricted cash at beginning of year

189.4

600.8

Cash and cash equivalents and restricted cash at end of period

172.4

195.2

Table D

Segment Financial Data and Unit Shipments

(in millions, except per unit data)

Three Months Ended

September 30

Nine Months Ended

September 30

2026

2025

2026

2025

Total Revenues

Aggregates 1

1,822.5

1,792.1

5,036.0

4,777.5

Asphalt 2

381.2

416.1

927.0

993.7

Concrete

92.4

237.5

466.7

635.2

Segment sales

2,296.1

2,445.7

6,429.7

6,406.4

Aggregates intersegment sales

(111.5

)

(154.2

)

(333.4

)

(377.9

)

Total

2,184.6

2,291.5

6,096.3

6,028.5

Gross Profit

Aggregates

593.4

612.1

1,561.1

1,529.0

Asphalt

64.2

71.0

126.3

132.9

Concrete

8.0

14.1

26.4

25.8

Total

665.6

697.2

1,713.8

1,687.7

Depreciation, Depletion, Accretion and Amortization

Aggregates

156.1

153.6

454.7

448.2

Asphalt

11.6

12.9

33.9

39.0

Concrete

3.8

16.5

11.9

50.9

Other

9.7

8.4

28.5

25.1

Total

181.2

191.4

529.0

563.2

Average Unit Sales Price and Unit Shipments

Aggregates

Freight-adjusted revenues 3

1,431.7

1,423.7

3,947.2

3,785.8

Aggregates - tons

62.7

64.7

172.6

171.7

Freight-adjusted sales price 4

22.84

22.01

22.87

22.05

Other Products

Asphalt Mix - tons

3.9

4.3

9.5

10.4

Asphalt Mix - sales price 5

85.49

82.70

85.15

81.88

Ready-mixed concrete - cubic yards

0.5

1.2

2.4

3.3

Ready-mixed concrete - sales price 5

192.21

190.90

190.59

188.96

Includes product sales (crushed stone, sand and gravel, sand, and other aggregates), as well as freight & delivery costs that we pass along to our customers, and service revenues related to aggregates.

Includes product sales, as well as service revenues from our asphalt construction paving business.

Freight-adjusted revenues are Aggregates segment sales excluding freight & delivery revenues and other revenues related to services, such as landfill tipping fees, that are derived from our aggregates business.

Freight-adjusted sales price is calculated as freight-adjusted revenues divided by aggregates unit shipments.

Sales price is calculated by dividing revenues generated from the shipment of product (excluding service revenues generated by the segments) by total units of the product shipped.

Appendix 1

Reconciliation of Non-GAAP Measures

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 metric 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:

Aggregates Segment Freight-Adjusted Revenues

(in millions, except per unit data)

Three Months Ended

September 30

Nine Months Ended

September 30

Trailing-Twelve Months Ended

September 30

2026

2025

2026

2025

2026

2025

Aggregates segment

Segment sales

1,822.5

1,792.0

5,036.0

4,777.5

6,555.7

6,249.7

Freight & delivery revenues 1

(364.8

)

(341.7

)

(1,013.4

)

(916.8

)

(1,311.7

)

(1,214.4

)

Other revenues

(26.0

)

(26.7

)

(75.4

)

(74.9

)

(97.3

)

(95.3

)

Freight-adjusted revenues

1,431.7

1,423.7

3,947.2

3,785.8

5,146.7

4,940.0

Unit shipments - tons

62.7

64.7

172.6

171.7

227.6

225.6

Freight-adjusted sales price

22.84

22.01

22.87

22.05

22.61

21.90

At the segment level, freight & delivery revenues include intersegment freight & delivery

(which are eliminated at the consolidated level) and freight to remote distribution sites.

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. Reconciliation of these metrics to their nearest GAAP measures are presented below:

Cash Gross Profit

(in millions, except per unit data)

Three Months Ended

September 30

Nine Months Ended

September 30

Trailing-Twelve Months Ended

September 30

2026

2025

2026

2025

2026

2025

Aggregates segment

Gross profit

593.4

612.1

1,561.1

1,529.0

1,996.9

2,015.4

Depreciation, depletion, accretion and amortization

156.1

153.6

454.7

448.2

610.0

582.2

Cash gross profit

749.5

765.7

2,015.8

1,977.2

2,606.9

2,597.6

Unit shipments - tons

62.7

64.7

172.6

171.7

227.6

225.6

Gross profit per ton

9.46

9.05

8.91

8.77

8.93

Freight-adjusted sales price

22.84

22.01

22.87

22.05

22.61

21.90

Cash gross profit per ton

11.95

11.84

11.68

11.52

11.45

11.51

Freight-adjusted cash cost of sales per ton

10.89

10.17

11.19

10.53

11.16

10.39

Asphalt segment

Gross profit

64.2

71.0

126.3

132.9

167.2

179.1

Depreciation, depletion, accretion and amortization

11.6

12.9

33.9

39.0

44.8

51.2

Cash gross profit

75.8

83.9

160.2

171.9

212.0

230.3

Concrete segment

Gross profit

8.0

14.1

26.4

25.8

36.7

30.4

Depreciation, depletion, accretion and amortization

3.8

16.5

11.9

50.9

22.8

61.4

Cash gross profit

11.8

30.6

38.3

76.7

59.5

91.8

Appendix 2

Reconciliation of Non-GAAP Measures (Continued)

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):

EBITDA and Adjusted EBITDA

(in millions)

Three Months Ended

September 30

Nine Months Ended

September 30

Trailing-Twelve Months Ended

September 30

2026

2025

2026

2025

2026

2025

Net earnings attributable to Vulcan

362.3

374.9

851.2

824.7

1,103.1

1,118.5

Income tax expense, including discontinued operations

106.7

111.9

233.9

235.9

303.9

278.0

Interest expense, net

51.4

55.3

160.0

174.2

212.2

226.8

Depreciation, depletion, accretion and amortization

181.2

191.4

529.0

563.2

714.3

727.0

EBITDA

701.5

733.5

1,774.1

1,798.0

2,333.5

2,350.2

Loss on discontinued operations

1.6

1.3

5.7

1.7

9.1

(Gain) loss on sale of real estate and businesses, net

0.5

0.0

13.7

0.0

(28.7

)

(36.7

)

Charges associated with divested operations

2.3

0.0

8.8

0.0

9.4

16.7

Acquisition related charges 1

0.8

0.1

1.2

1.9

1.3

16.4

CEO transition and reorganization charges2

0.0

8.6

0.0

8.6

0.0

Adjusted EBITDA

706.7

735.2

1,807.8

1,805.6

2,325.8

2,355.7

Total revenues

2,184.6

2,291.5

6,096.3

6,028.5

8,008.9

7,882.2

Adjusted EBITDA margin

32.3

32.1

29.7

30.0

29.0

29.9

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

Represents employee termination and other discrete charges directly related to organizational changes

resulting from the appointment of Ronnie Pruitt as CEO, effective January 1, 2026.

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:

Adjusted Diluted EPS Attributable to Vulcan from Continuing Operations (Adjusted Diluted EPS)

Three Months Ended

September 30

Nine Months Ended

September 30

Trailing-Twelve Months Ended

September 30

2026

2025

2026

2025

2026

2025

Net earnings attributable to Vulcan

2.80

2.82

6.53

6.21

8.43

8.41

Items included in Adjusted EBITDA above, net of tax

0.02

0.01

0.20

0.04

(0.03

)

0.04

NOL carryforward valuation allowance

0.01

0.03

0.04

0.07

0.01

Adjusted diluted EPS attributable to Vulcan from

continuing operations

2.83

2.84

6.76

6.29

8.47

8.46

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

nearest GAAP measure is presented below:

2026 Projected Adjusted EBITDA

(in millions)

Net earnings attributable to Vulcan

1,120

Income tax expense, including discontinued operations

320

Interest expense, net

215

Depreciation, depletion, accretion and amortization

710

Projected EBITDA

2,365

Items included in Adjusted EBITDA

Projected Adjusted EBITDA

2,400

Because GAAP financial measures on a forward-looking basis are not accessible, and reconciling information is not available without unreasonable effort, we have not

provided reconciliations for forward-looking non-GAAP measures, other than the reconciliation of Projected Adjusted EBITDA as noted above. For the same reasons, we are unable to address the probable significance of the unavailable information,

which could be material to future results.

Appendix 3

Reconciliation of Non-GAAP Measures (Continued)

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:

Net Debt to Adjusted EBITDA

(in millions)

September 30

2026

2025

Debt

Current maturities of long-term debt

400.0

0.4

Short-term debt

315.0

0.0

Long-term debt

3,965.6

4,360.4

Total debt

4,680.6

4,360.8

Cash and cash equivalents and restricted cash

(172.4

)

(195.2

)

Net debt

4,508.2

4,165.6

Trailing-Twelve Months (TTM) Adjusted EBITDA

2,325.8

2,355.7

Total debt to TTM Adjusted EBITDA

2.0

1.9

Net debt to TTM Adjusted EBITDA

1.9

1.8

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 5-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):

Return on Invested Capital

(dollars in millions)

Trailing-Twelve Months Ended

September 30

2026

2025

Adjusted EBITDA

2,325.8

2,355.7

Average invested capital

Property, plant & equipment, net

8,358.5

7,995.7

Goodwill

3,792.7

3,744.9

Other intangible assets

1,483.4

1,626.3

Fixed and intangible assets

13,634.6

13,366.8

Current assets

2,036.4

2,166.1

Cash and cash equivalents

(197.9

)

(354.9

)

Current tax

(29.8

)

(30.7

)

Adjusted current assets

1,808.7

1,780.5

Current liabilities

(1,115.6

)

(1,026.9

)

Current maturities of long-term debt

160.2

80.5

Short-term debt

102.4

110.0

Adjusted current liabilities

(853.1

)

(836.4

)

Adjusted net working capital

955.6

944.1

Average invested capital

14,590.2

14,310.9

Return on invested capital

15.9

16.5

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