Vulcan Materials CO

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Dear fellow shareholders,

I am pleased to invite you to our 2025 Annual Meeting of Shareholders on Friday, May 9, 2025, at 9:00 a.m., Central Daylight Time, to be held virtually via the internet. During the Annual Meeting, we will discuss each item of business described in the Notice of Annual Meeting and this proxy statement.

ENHANCE OUR CORE, EXPAND OUR REACH

The Vulcan Way—doing the right thing, the right way, at the right time—was memorialized ten years ago to guide our business and deliver value to you, our shareholders, as well as our employees, the communities in which we live and work, and our customers. In 2024, the Vulcan Family lived out this guiding principle in the face of persistent inclement, and sometimes severe, weather, all while keeping each other safe and responding to the needs of our communities.

Our strategic focus on enhancing our core and expanding our reach is driving Vulcan’s future growth and sustainability. In 2024, our team executed on this strategy—enhancing our core business through the Vulcan Way of Selling and the Vulcan Way of Operating, and expanding our reach through four value-adding acquisitions in five of our top ten revenue states. In the fourth quarter, Vulcan completed the acquisitions of Wake Stone Corporation, a leading pure-play aggregates supplier in the Carolinas, and Superior Ready Mix Concrete, L.P., an integrated aggregates, asphalt and concrete producer in Southern California. The company also completed bolt-on acquisitions in both Alabama and Texas during the year. As the largest U.S. supplier of construction aggregates, we completed these acquisitions to add quality reserves to our portfolio and demonstrate consistency with our disciplined capital allocation priorities and aggregates-led strategy. And, as a result of our extraordinary cash generation, we have the balance sheet to support continued future expansion.

By enhancing our core business through the Vulcan Way of Operating, we achieved double-digit year-over-year improvement in aggregates cash gross profit per ton* each quarter of 2024. Eleven consecutive quarters of improvement in unit profitability show that the Vulcan Way of Operating, which leads to strong operational execution and cost discipline, is working. And the Vulcan Way of Selling has also allowed us to better serve our customers and enhance our profitability, as evidenced by the 11% increase in freight-adjusted aggregates pricing in 2024.

Our exceptional results for 2024 prove the soundness of our strategy and the strength of our people who are carrying it out every day. Last year, we delivered net earnings attributable to Vulcan of $911.9 million and Adjusted EBITDA* of $2,057.2 million, a $45.9 million increase from the prior year. Aggregates gross profit increased 5% to $1,816.7 million, and aggregates cash gross profit per ton* increased 12% to $10.61. Notably, we ended the year with aggregates cash gross profit per ton* of $11.50 for the fourth quarter, nearing our $11-12 longer-term goal.

The Vulcan Way—doing the right thing, the right way, at the right time—was memorialized ten years ago to guide our business and deliver value to you, our shareholders, as well as our employees, the communities in which we live and work, and our customers.

Shareholder’s letter

WE WELCOME YOUR VIEWS

We communicate regularly with our shareholders and other key stakeholders throughout the year regarding all aspects of our business, including sustainability matters. These communications are of great value to us. Good governance depends on transparency, candor, and open lines of communication conducted in an environment of trust and respect. Your questions, ideas, criticisms, and suggestions make us better and stronger as a company and as leaders at Vulcan.

YOUR VOTE IS IMPORTANT

On or about March 24, 2025, we began mailing to many of our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our 2024 Annual Report to Shareholders, via the internet. Shareholders who do not receive the Notice of Internet Availability of Proxy Materials will receive a paper copy of the Notice of Annual Meeting, proxy statement, proxy card, and 2024 Annual Report to Shareholders, which we also began mailing on or about March 24, 2025. The Notice of Internet Availability of Proxy Materials also contains instructions on how to receive a paper copy of the proxy materials. Copies of our Notice of Annual Meeting, proxy statement, proxy card and 2024 Annual Report to Shareholders are available atwww.proxyvote.com.

Whether you own one share or many, your prompt vote is appreciated. It is important that your shares of common stock are represented at the Annual Meeting so that a quorum may be established. Please read the proxy materials carefully and then vote your proxy as soon as possible. You may vote online, by telephone, or by mailing a completed proxy card. Additional information is provided in the proxy materials. If you attend the virtual Annual Meeting, you should follow the instructions atwww.virtualshareholdermeeting.com/VMC2025 to vote during the meeting.

Thank you for your ongoing support and continued interest in Vulcan Materials Company. I look forward to your participation in our Annual Meeting.

Sincerely yours,

J. THOMAS HILL

Chairman and Chief Executive Officer

Dear fellow shareholders,

It is a privilege to continue serving as your independent lead director and, on behalf of the entire Board of Directors, thank you for entrusting us to oversee your investment in Vulcan. This past year, your Board of Directors continued to guide and oversee the management team on the implementation of Vulcan’s strategy to ensure that potential risks to the business are considered and managed. Vulcan’s outstanding results in 2024 demonstrate the durability of its business, strength of the management team, and Vulcan’s outstanding people across the enterprise. But the important work of the Board to test plans, advise on strategy, and assess future opportunities and challenges is never finished. We remain ever vigilant in overseeing your company.

One of my main priorities as independent lead director is to ensure that the Board is comprised of independent directors with relevant experience in top management roles across a range of businesses, industries and risks. We take a deliberate approach to Board composition to achieve the right mix in terms of experiences and skills. All of our directors bring unique and valuable insights to the Board to help Vulcan succeed. As we oversee Vulcan’s strategy, we understand that we can best do so by actively seeking experienced leaders as Board candidates with a variety of appropriate skills to oversee management of your company.

As your independent lead director, I firmly believe that ongoing engagement with shareholders is critically important to ensuring that Vulcan remains aligned with your interests. Your perspectives are valuable to us as we conduct our Board oversight responsibilities. We look forward to continuing our conversations with you and hearing your feedback and insight regarding the company.

I am proud to work closely with my fellow directors and Vulcan’s management team as we continue our work to drive durable shareholder value. On behalf of the entire Board, thank you for your continued support.

Sincerely yours,

O. B. GRAYSON HALL, JR.

Independent Lead Director

Vulcan’s exceptional results in 2024 demonstrate the durability of its business, strength of the management team, and Vulcan’s outstanding people across the enterprise.

Notice of Annual Meeting

NOTICE IS HEREBY GIVEN

that the 2025 Annual Meeting of Shareholders of Vulcan Materials Company will be held virtually via the internet, on Friday, May 9, 2025, at 9:00 a.m., Central Daylight Time.

Only shareholders of record as of the close of business on March 14, 2025 are entitled to receive notice of, to attend, and to vote at, the Annual Meeting. Whether or not you plan to attend, we urge you to review these materials carefully and to vote online or by telephone, or, if you have received a paper copy of the proxy card, you may instead choose to vote by mailing your proxy card.

VOTING MATTERS

To participate in the Annual Meeting (e.g., submit questions and/or vote), you will need the control number provided on your proxy card, voting instruction card or Notice of Internet Availability of Proxy Materials. If you are not a shareholder or do not have a control number, you may still access the Annual Meeting as a guest, but you will not be able to participate.

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