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Vulcan Materials CO

For the period ended Dec 31, 2025. Filed Feb 19, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 19, 2026

VMC$282.72-1.0%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For the Fiscal Year Ended December 31, 2025

OR

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From to

Commission file number 001-33841

VULCAN MATERIALS COMPANY

(Exact Name of Registrant as Specified in Its Charter)

New Jersey(State or other jurisdiction of incorporation or organization)20-8579133(I.R.S. Employer Identification No.)
1200 Urban Center Drive, Birmingham, Alabama(Address of Principal Executive Offices)35242(Zip Code)

(205)298-3000

(Registrant’s telephone number, including area code)

Securities Registered Pursuant To Section 12(b) Of The Act:

Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $1 par valueVMCNew York Stock Exchange

Securities Registered Pursuant To Section 12(g) Of The Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o No þ

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filerþAccelerated fileroSmaller reporting companyo
Non-accelerated fileroEmerging growth companyo

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. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. þ

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yeso Noþ

The aggregate market value of voting and non-voting common stock held by non-affiliates amounted to $34,416,549,004 as of June 30, 2025.

There were 130,580,384 shares of common stock, $1.00 par value, outstanding as of February 11, 2026.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s annual proxy statement for the annual meeting of its shareholders to be held on May 8, 2026 are incorporated by reference into Part III of this Annual Report on Form 10-K.

VULCAN MATERIALS COMPANY

Annual Report On Form 10-K

Fiscal Year Ended December 31, 2025

CONTENTS

Part IItem 1.Business3
Item 1A.Risk Factors21
Item 1B.Unresolved Staff Comments25
Item 1C.Cybersecurity25
Item 2.Properties27
Item 3.Legal Proceedings32
Item 4.Mine Safety Disclosures32
Information about our Executive Officers33
Part IIItem 5.Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities35
Item 6.[Reserved]35
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations36
Item 7A.Quantitative and Qualitative Disclosures about Market Risk69
Item 8.Financial Statements and Supplementary Data70
Consolidated Statements of Comprehensive Income72
Consolidated Balance Sheets73
Consolidated Statements of Cash Flows74
Consolidated Statements of Equity75
Notes to Consolidated Financial Statements76
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure127
Item 9A.Controls and Procedures127
Item 9B.Other Information129
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections129
Part IIIItem 10.Directors, Executive Officers and Corporate Governance130
Item 11.Executive Compensation130
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters130
Item 13.Certain Relationships and Related Transactions, and Director Independence130
Item 14.Principal Accountant Fees and Services130
Part IVItem 15.Exhibits and Financial Statement Schedules131
Signatures135

Unless otherwise stated or the context otherwise requires, references in this report to “Vulcan,” the “Company,” “we,” “our,” or “us” refer to Vulcan Materials Company and its consolidated subsidiaries.

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