Vulcan Materials Company (VMC)

Part I

Item 1
Business

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

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

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

Form 10-K

Part I

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

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

BUSINESS STRATEGY

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

1.Aggregates Focus

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

Projected Demographic Growth, 2025 to 2035

in millions

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

While certain aspects of each aggregates operation are unique, such as its location within a local market and its particular geological characteristics, every operation uses a similar group of assets to produce saleable aggregates and provide customer service. Our 425 active aggregates facilities operated during 2025 provide opportunities to share and scale best practices across our operations and to procure equipment (fixed and mobile), parts, supplies and services in an efficient and cost-effective manner, both regionally and nationally. Additionally, we are able to leverage our size for administrative support, customer service, accounting, procurement, technical support and engineering.

Form 10-K

Part I

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

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

2.Durable Growth

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

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

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

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

•Operational Excellence — We strive for continuous and sustainable improvements in our operating disciplines and our industry-leading safety performance. Leveraging our size and diversity, we harness technology and innovation to equip our operators with the tools and information they need to improve our customer service, asset utilization and production efficiencies. We are dedicated to continuous improvement of our safety programs through ongoing internal inspections, regulatory audits and sharing of best practices.

•Strategic Sourcing — We focus on value preservation and creation in our sourcing, leveraging our scale to save money across the organization while making sure our employees have the supplies and equipment they need. Deploying best practices and innovation allows us to spend more time in our plants and with our suppliers to deliver the right parts and services at the right time and optimize the total cost of ownership.

As a result of these strategic disciplines, from 2023 to 2025, aggregates gross profit per ton has increased from $7.40 to $8.66 (an increase of 17%), and aggregates cash gross profit per ton has increased from $9.46 to $11.33 (an increase of 20%). Aggregates cash gross profit per ton is a Non-GAAP financial measure. Non-GAAP financial measures are defined and reconciled within Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the caption “Reconciliation of Non-GAAP Financial Measures.”

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.

Since becoming a public company in 1956, Vulcan has principally grown by mergers and acquisitions. In 1999, we acquired CalMat Co., thereby expanding our aggregates operations into California and Arizona and making us one of the nation’s leading producers of asphalt mix. In 2007, we acquired Florida Rock Industries, Inc., expanding our aggregates business in Florida and our aggregates and ready-mixed concrete businesses in other Mid-Atlantic and Southeastern states. In 2017, we acquired Aggregates USA, greatly expanding our ability to serve customers in Florida, Georgia and South Carolina. In 2021, we acquired U.S. Concrete, enhancing and expanding our aggregates-led business in attractive growing metropolitan areas. During the last 10 years, we have completed over 30 acquisitions, including more than 75 aggregates quarries and sales yards in our top 10 revenue states.

Loading financial statements...

Financial statements

data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .

From 10-Q filed 2026-07-29 (period ending 2026-06-30).

Part I Financial Information

Item 2
Management’s Discussion and Analysis of Financial Condition and Results of Operations

General Comments

OVERVIEW

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

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

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

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

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

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

SEASONALITY AND CYCLICAL NATURE OF OUR BUSINESS

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

Form 10-Q

Part I Financial Information

Executive Summary

FINANCIAL HIGHLIGHTS FOR SECOND QUARTER 2026

Compared to second quarter of 2025:

•Total revenues increased $53.4 million, or 3%, to $2,155.8 million

•Gross profit increased $0.3 million, or less than 1%, to $625.5 million

•Aggregates segment sales increased $113.4 million, or 7%, to $1,763.0 million

•Aggregates segment freight-adjusted revenues increased $66.3 million, or 5%, to $1,376.4 million

•Shipments increased 1%, or 0.6 million tons, to 59.9 million tons

•Freight-adjusted sales price increased 3.9%, or $0.86 per ton, to $22.97

•Aggregates segment gross profit increased $7.8 million, or 1%, to $567.3 million

•Unit profitability (as measured by gross profit per ton) increased less than 1% to $9.47 per ton

•Asphalt and Concrete segment gross profit decreased $7.5 million to $58.2 million, collectively

•Selling, administrative and general (SAG) expenses decreased $3.2 million and decreased 30 basis points as a percentage of total revenues

•Operating earnings decreased $15.5 million, or 3%, to $455.5 million

•Earnings attributable to Vulcan from continuing operations were $2.47 per diluted share compared to $2.43 per diluted share

•Adjusted earnings attributable to Vulcan from continuing operations were $2.59 per diluted share compared to $2.45 per diluted share

•Net earnings attributable to Vulcan were $323.4 million, an increase of $2.5 million, or 1%

•Adjusted EBITDA was $654.0 million, a decrease of $5.5 million, or 1%

•Returned capital to shareholders via dividends of $67.5 million at $0.52 per share versus $64.7 million at $0.49 per share

•Returned capital to shareholders via share repurchases of $250.3 million at a $276.69 average price per share compared to no share repurchases

Commercial and operational execution drove solid results in the second quarter. Despite significant energy inflation and disruptive weather, aggregates gross profit per ton improved to $9.47 per ton and our industry-leading aggregates cash gross profit per ton grew to over $12 per ton in the second quarter. These results demonstrate the resiliency of our uniquely advantaged pure-play aggregates business.

Through the first six months, cash provided by operating activities was $584.6 million. Capital expenditures for maintenance and growth projects were $176.3 million in the second quarter. We returned $67.5 million to shareholders through dividends (a 4% increase versus the prior year) and $250.3 million through share repurchases (compared to no share repurchases in the prior year quarter). As of June 30, 2026, the ratio of total debt to trailing-twelve months Adjusted EBITDA was 1.9 times (1.7 times on a net debt basis, reflecting $288.7 million of cash on hand). Our weighted-average debt maturity was 13.2 years, and our weighted-average effective interest rate was 5.04%.

On a trailing-twelve months basis, return on invested capital of 16.1% increased 20 basis points over the prior year.

Consistent with our aggregates growth strategy, during the second quarter we completed several portfolio enhancing actions. In early June, we completed the previously announced divestiture of our ready-mixed concrete operations in California. Additionally, we acquired a quarry in southern Colorado and a rail yard in Dallas-Fort Worth from Brannan Sand & Gravel. These portfolio actions align with our aggregates-led growth strategy by expanding our reach into southern Colorado and strengthening our distribution network in Dallas-Fort Worth. The pipeline for strategic acquisitions remains active, and we have the financial strength and flexibility to capitalize on the most value-accretive opportunities.

OUTLOOK

Our aggregates business is executing well, and we reiterate our full-year outlook to deliver between $2.4 and $2.6 billion of Adjusted EBITDA. The construction environment remains supportive of continued aggregates price growth, and large projects and public construction activity continue to support our expectation for volume growth in 2026. As always, our focus remains on compounding aggregates unit profitability to drive earnings growth and strong cash generation for our shareholders.

Form 10-Q

Part I Financial Information

Results of Operations

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

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

CONSOLIDATED OPERATING RESULTS HIGHLIGHTS

	Three Months Ended June 30				Six Months Ended June 30
in millions, except per share and per unit data	2026		2025		2026			2025
Total revenues	$	2,155.8	$	2,102.4	$	3,911.7		$	3,737.0
Cost of revenues	(1,530.3)		(1,477.2)		(2,863.5)			(2,746.5)
Gross profit	625.5		625.2		1,048.2			990.5
Gross profit margin	29.0%		29.7%		26.8		%	26.5		%
Selling, administrative and general expenses	(141.3)		(144.5)		(277.1)			(282.7)
SAG as a percentage of total revenues	6.6%		6.9%		7.1		%	7.6		%
Gain (loss) on sale of property, plant & equipment and businesses	(11.3)		1.2		(11.6)			8.6
Loss on impairments	0.0		0.0		0.0			0.0
Operating earnings	455.5		471.0		720.9			697.4
Interest expense, net	(54.7)		(59.2)		(108.6)			(118.9)
Earnings from continuing operations before income taxes	404.5		414.2		617.4			578.3
Income tax expense	(81.4)		(91.3)		(127.2)			(125.0)
Effective tax rate from continuing operations	20.1%		22.0%		20.6		%	21.6		%
Earnings from continuing operations	323.1		322.9		490.2			453.3
Gain (loss) on discontinued operations, net of tax	1.2		(2.1)		0.1			(3.1)
(Earnings) loss attributable to noncontrolling interest	(0.9)		0.1		(1.4)			(0.4)
Net earnings attributable to Vulcan	$	323.4	$	320.9	$	488.9		$	449.8
Diluted earnings (loss) per share attributable to Vulcan
Continuing operations	$	2.47	$	2.43	$	3.74		$	3.41
Discontinued operations	0.01		(0.01)		0.00			(0.03)
Net earnings	$	2.48	$	2.42	$	3.74		$	3.38
EBITDA1	$	637.5	$	656.1	$	1,072.6		$	1,064.5
Adjusted EBITDA1	$	654.0	$	659.5	$	1,101.1		$	1,070.4
Average Sales Price and Unit Shipments
Aggregates
Tons	59.9		59.3		109.9			107.0
Freight-adjusted sales price	$	22.97	$	22.11	$	22.89		$	22.07
Asphalt Mix
Tons	3.4		3.9		5.7			6.1
Average sales price	$	85.74	$	81.29	$	84.92		$	81.30
Ready-mixed concrete
Cubic yards	1.0		1.2		2.0			2.1
Average sales price	$	189.94	$	186.60	$	190.20		$	187.83

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

Form 10-Q

Part I Financial Information

SECOND QUARTER 2026 COMPARED TO SECOND QUARTER 2025

Second quarter 2026 total revenues were $2,155.8 million, up 3% from the second quarter of 2025. Shipments increased in aggregates (1%), and decreased in asphalt mix (12%) and ready-mixed concrete (17%). Gross profit increased in the Aggregates segment ($7.8 million or 1%), decreased in the Asphalt segment ($7.4 million or 13%) and decreased in the Concrete segment ($0.1 million or 1%). The decrease in concrete shipments and gross profit was primarily due to the sale of our concrete operations in California during the second quarter of 2026 (see Note 16 to the condensed consolidated financial statements).

Net earnings attributable to Vulcan for the second quarter of 2026 were $323.4 million, or $2.48 per diluted share, compared to $320.9 million, or $2.42 per diluted share, in the second quarter of 2025. Each period’s results were impacted by discrete items, as follows:

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

•pretax gain on discontinued operations of $1.7 million

•pretax net loss of $13.2 million related to the sale of businesses

•pretax charges of $4.5 million associated with divested operations

•pretax charges of $0.5 million associated with non-routine acquisitions

•$1.5 million of tax charges related to a valuation allowance against Calica deferred tax assets, including NOL carryforwards

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

•pretax loss on discontinued operations of $2.8 million

•pretax charges of $0.6 million associated with non-routine acquisitions

•$2.1 million of tax charges related to a valuation allowance against Calica deferred tax assets, including NOL carryforwards

Adjusted for these discrete items, earnings attributable to Vulcan from continuing operations (Adjusted Diluted EPS) were $2.59 per diluted share for the second quarter of 2026 compared to $2.45 per diluted share for the second quarter of 2025.

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

in millions
Second quarter 2025	$	414.2
Higher aggregates gross profit	7.8
Lower asphalt gross profit	(7.4)
Lower concrete gross profit	(0.1)
Lower selling, administrative and general expenses	3.2
Lower gain or higher loss on sale of property, plant & equipment and businesses	(12.5)
Lower interest expense, net	4.5
All other	(5.2)
Second quarter 2026	$	404.5

Continued pricing discipline and operational execution drove earnings growth despite energy headwinds and challenging weather-related operating conditions throughout the second quarter. Second quarter Aggregates segment gross profit increased 1% to $567.3 million ($9.47 on a per ton basis), and cash gross profit improved to $720.1 million ($12.02 on a per ton basis).

As compared to the prior year, second quarter aggregates shipments increased 1%, and continued to benefit from healthy public construction activity and large projects. Shipments in Texas and certain Southeastern markets were impacted by significant rainfall, particularly in May and June.

The pricing environment remains positive with widespread growth across the Company’s footprint. Aggregates freight-adjusted selling prices increased 3.9% compared to the prior year (4.7% on a mix-adjusted basis). Second quarter freight-adjusted unit cost of sales increased 7% (7%, or $0.72 per ton, on a unit cash cost of sales basis). Excluding the impact of higher diesel fuel costs, cash cost of sales increased 3%, reflecting a continued focus on cost management and operating efficiencies.

Form 10-Q

Part I Financial Information

Overall, non-aggregates segments gross profit was $58.2 million, an 11% decrease compared to the prior year’s second quarter. The decrease was partially due to the sale of our concrete operations in California during the second quarter of 2026 (see Note 16 to the condensed consolidated financial statements).

Asphalt segment gross profit was $49.8 million (a 13% decrease over the prior year), and cash gross profit was $61.0 million (a 14% decrease over the prior year). Gross profit per ton decreased 1%, and cash gross profit per ton decreased 3%. Asphalt gross profit margin remained strong at 15 percent, despite lower shipments due to weather and higher liquid asphalt costs. Second quarter results in the prior year included our Houston asphalt and construction business that was divested in the fourth quarter of 2025.

Concrete segment gross profit was $8.4 million, and cash gross profit was $12.3 million. Unit gross profit increased 19%, while unit cash gross profit decreased 46%. The increase in unit gross profit was primarily due to the suspension of depreciation and amortization of our California ready-mixed concrete assets which were classified as held-for-sale during the second quarter of 2026. The divestiture of these operations was completed in early June of 2026 (see Note 16 to the condensed consolidated financial statements).

SAG expense was $141.3 million for the second quarter compared to $144.5 million in the prior year. For the quarter, SAG expense as a percent of total revenues decreased 30 basis points, to 6.6%. On a trailing-twelve months basis, SAG expense was 6.9% of total revenues, a 40 basis point improvement from the prior year.

Loss on sale of property, plant & equipment and businesses was $11.3 million in the second quarter of 2026 compared to a gain of $1.2 million in the second quarter of 2025.

Net other operating expense, which is composed primarily of idle facilities expense, environmental remediation costs, gain (loss) on settlement of AROs, finance charges collected, and rental income, was $17.4 million of expense for the second quarter of 2026 compared to $10.9 million of expense in the second quarter of 2025. The second quarter of 2026 included $4.5 million of charges associated with divested operations and $0.5 million of charges associated with non-routine acquisitions.

Net other nonoperating income (expense) was $3.7 million of income for the second quarter of 2026 compared to $2.4 million of income for the second quarter of 2025.

Net interest expense was $54.7 million in the second quarter of 2026 compared to $59.2 million in the second quarter of 2025. The reduction in interest expense was attributable to reduced debt levels.

Income tax expense from continuing operations was $81.4 million in the second quarter of 2026 compared to $91.3 million in the second quarter of 2025. The decrease in tax expense was primarily due to the tax benefit recorded for the remeasurement of our deferred tax liabilities in the second quarter of 2026 resulting from changes in our state tax profile after the divestiture of our ready-mixed concrete operations in California.

Earnings attributable to Vulcan from continuing operations were $2.47 per diluted share in the second quarter of 2026 compared to $2.43 per diluted share in the second quarter of 2025.

DISCONTINUED OPERATIONS — Second quarter pretax income from discontinued operations was $1.7 million in 2026 compared with a pretax loss of $2.8 million in 2025. Both periods include charges or credits related to general and product liability costs and accruals, including legal defense costs, and environmental remediation costs associated with our former Chemicals business. For additional details, see Note 1 to the condensed consolidated financial statements under the caption Discontinued Operations.

YEAR-TO-DATE JUNE 30, 2026 COMPARED TO YEAR-TO-DATE JUNE 30, 2025

Total revenues for the first six months of 2026 were $3,911.7 million, up 5% from the first six months of 2025. Shipments increased in aggregates (3%), decreased in asphalt mix (7%) and decreased in ready-mixed concrete (7%). Gross profit increased in the Aggregates segment ($50.8 million or 6%), was flat in the Asphalt segment and increased in the Concrete segment ($6.9 million or 59%).

Net earnings attributable to Vulcan for the first six months of 2026 were $488.9 million, or $3.74 per diluted share, compared to $449.8 million, or $3.38 per diluted share in the first six months of 2025. Each period’s results were impacted by discrete items, as follows:

Form 10-Q

Part I Financial Information

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

•pretax gain on discontinued operations of $0.3 million

•pretax loss of $13.2 million associated with the sale of businesses

•pretax charges of $6.5 million associated with divested operations

•pretax charges of $0.5 million associated with non-routine acquisitions

•pretax charges of $8.6 million related to CEO transition and reorganization charges

•$3.7 million of tax charges related to a valuation allowance against Calica deferred tax assets, including NOL carryforwards

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

•pretax loss on discontinued operations of $4.1 million

•pretax charges of $1.8 million associated with non-routine acquisitions

•$3.8 million of tax charges related to a valuation allowance against Calica deferred tax assets, including NOL carryforwards

Adjusted for these discrete items, earnings attributable to Vulcan from continuing operations (Adjusted Diluted EPS) was $3.93 per diluted share for the first six months of 2026 compared to $3.45 per diluted share for the first six months of 2025.

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

in millions
Year-to-date June 30, 2025	$	578.3
Higher aggregates gross profit	50.8
Flat asphalt gross profit	0.0
Higher concrete gross profit	6.9
Lower selling, administrative and general expenses	5.6
Lower gain or higher loss on sale of property, plant & equipment and businesses	(20.2)
Lower interest expense, net	10.3
All other	(14.3)
Year-to-date June 30, 2026	$	617.4

Aggregates segment sales for the first six months of 2026 were $3,213.5 million (up 8%), and shipments increased 3%, or 2.9 million tons, compared to the prior year. Aggregates segment gross profit was $967.7 million ($8.81 per ton) in the first six months of 2026 versus $916.9 million ($8.57 per ton) in the prior year. On a year-to-date basis, cash gross profit per ton increased 2% to $11.53 per ton.

Freight-adjusted selling prices increased 3.7% compared to the prior year (4.8% on a mix-adjusted basis), with growth widespread across our footprint. Freight-adjusted unit cash cost of sales for the first six months of 2026 increased 6% versus the prior year. We remain focused on cost management and operating efficiencies.

Asphalt segment gross profit of $62.0 million was flat compared to the first six months of 2025, and cash gross profit of $84.4 million decreased 4% from the prior year. Asphalt mix shipments decreased 7%, and average unit selling prices increased 4.5%, or $3.62 per ton.

Concrete segment gross profit of $18.5 million was up $6.9 million from the first six months of 2025, and cash gross profit of $26.5 million decreased 43% from the prior year. The increase in gross profit was primarily due to the suspension of depreciation and amortization of our California ready-mixed concrete assets which were classified as held-for-sale during 2026. The divestiture of these operations was completed in early June of 2026 (see Note 16 to the condensed consolidated financial statements).

SAG expenses were $277.1 million in the first six months of 2026 versus $282.7 million in the first six months of 2025. As a percent of total revenues, SAG expense was 7.1% compared to 7.6% in the prior year's first six months.

Loss on sale of property, plant & equipment and businesses was $11.6 million in the first six months of 2026 versus a gain of $8.6 million in the first six months of 2025.

Form 10-Q

Part I Financial Information

Other operating income (expense), net which is composed primarily of idle facilities expense, environmental remediation costs, gain (loss) on settlement of AROs, finance charges collected, and rental income, was $38.6 million of expense for the first six months of 2026 compared to $19.0 million of expense in the first six months of 2025. The first six months of 2026 included $6.5 million of charges associated with divested operations, $0.5 million of charges associated with non-routine acquisitions and $8.6 million of charges related to CEO transition and reorganization charges.

Other nonoperating income (expense), net was $5.1 million of income for the first six months of 2026 compared to $0.2 million of expense in the first six months of 2025.

Net interest expense was $108.6 million in the first six months of 2026 compared to $118.9 million in the first six months of 2025. The reduction in interest expense was attributable to reduced debt levels.

Income tax expense from continuing operations was $127.2 million in the first six months of 2026 compared to $125.0 million in the first six months of 2025. The increase in tax expense was primarily due to the increase in pretax earnings, partially offset by the tax benefit recorded for the remeasurement of our deferred tax liabilities in the second quarter of 2026.

Earnings attributable to Vulcan from continuing operations were $3.74 per diluted share in the first six months of 2026 compared to $3.41 per diluted share in the first six months of 2025.

DISCONTINUED OPERATIONS — First six months pretax income from discontinued operations was $0.3 million in 2026 compared with a pretax loss of $4.1 million in 2025. Both periods include charges or credits related to general and product liability costs and accruals, including legal defense costs, and environmental remediation costs associated with our former Chemicals business. For additional details, see Note 1 to the condensed consolidated financial statements under the caption Discontinued Operations.

KNOWN TRENDS OR UNCERTAINTIES

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

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

Further, the Mexican government has taken actions adverse to our property and operations in Mexico. On May 5, 2022, Mexican government officials presented employees at our Calica operations in Quintana Roo, Mexico with arbitrary shutdown orders to immediately cease underwater quarrying and extraction operations. On May 13, 2022, the Mexican government suspended the three-year customs permit granted in March 2022 to Calica. In September 2024, the Mexican government ordered the closure of Calica's already-suspended quarrying activities and the shutdown of certain activities at Calica's Punta Venado port facilities. On September 23, 2024, the President of Mexico signed a presidential decree declaring the entirety of Calica's properties as a "Natural Protected Area" (the "ANP Decree"). Among other provisions, the ANP Decree prohibits Calica from extracting 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 8 to the condensed consolidated financial statements.

Form 10-Q

Part I Financial Information

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:

	Three Months Ended June 30				Six Months Ended June 30
in millions, except per ton data	2026		2025		2026		2025
Aggregates segment
Segment sales	$	1,763.0	$	1,649.6	$	3,213.5	$	2,985.4
Freight & delivery revenues1	(360.4)		(310.9)		(648.6)		(575.2)
Other revenues	(26.2)		(28.6)		(49.5)		(48.1)
Freight-adjusted revenues	$	1,376.4	$	1,310.1	$	2,515.4	$	2,362.1
Unit shipments - tons	59.9		59.3		109.9		107.0
Freight-adjusted sales price	$	22.97	$	22.11	$	22.89	$	22.07

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-Q

Part I Financial Information

CASH GROSS PROFIT

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Held by

holders ( registered funds via N-PORT, institutional investors via 13F). Showing top by dollar value.

Holder	Type	ETF	MF	Position ($)	% of holder	Δ % of holder	Holder AUM

Recent insider activity

Last 90 days. Open-market trades (purchases & sales) by directors, officers, and 10%+ owners. 2 transactions across 1 insider. Net: -4,212 shares, -$1,216,745.

Date	Insider	Role	Action	Shares	Price	Value
2026-08-07	Clement David P	Senior Vice President	Sell	-2,000	$285.10	-$570,200
2026-06-15	Clement David P	Senior Vice President	Sell	-2,212	$292.29	-$646,545

Source: SEC Form 4 filings.

Next expected filings

~2026-10-28 10-Q expected by 2026-11-07 (in 64 days)
~2027-02-18 10-K expected by 2027-02-22 (in 177 days)
~2027-04-27 10-Q expected by 2027-05-07 (in 245 days)
~2027-07-27 10-Q expected by 2027-08-06 (in 336 days)

Predicted from historical filing cadence; not an SEC commitment.

Recent SEC filings

2026-07-29 8-K Earnings Release; Financial Statements and Exhibits
2026-07-29 10-Q Quarterly Report
2026-07-27 8-K Other Events; Financial Statements and Exhibits
2026-05-11 8-K Officer/Director Change; Shareholder Vote Results
2026-04-29 8-K Earnings Release; Financial Statements and Exhibits
2026-04-29 10-Q Quarterly Report
2026-02-19 10-K Annual Report
2026-02-17 8-K Earnings Release; Financial Statements and Exhibits
2025-12-12 8-K Officer/Director Change
2025-12-12 8-K/A Officer/Director Change
2025-12-08 8-K Mine Safety Violation
2025-10-30 10-Q Quarterly Report
2025-10-30 8-K Earnings Release; Financial Statements and Exhibits
2025-10-14 8-K Officer/Director Change; Financial Statements and Exhibits
2025-07-31 10-Q Quarterly Report

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