Vulcan Materials CO

For the 2026 Annual Meeting of Shareholders

2025 PERFORMANCE HIGHLIGHTS

In 2025, Vulcan Materials Company continued to demonstrate the strength and resiliency of our aggregates-led business model. Despite evolving macroeconomic conditions and another year of muted demand, our focus on commercial and operational excellence–underpinned by The Vulcan Way–delivered record financial results, significant margin expansion, and robust cash flow. Adjusted EBITDA* for the full year improved 13% over the prior year, and margin expanded 160 basis points.

We executed on our two-pronged, durable growth strategy in 2025—enhancing our core and expanding our reach, achieving aggregates cash gross profit per ton* of $11.33 for the year, another important milestone. The continuing dedication of our people, and the leadership of our executive officers and our Board of Directors, have resulted in nearly a decade of year-over-year improvements in aggregates cash gross profit per ton*.

Aggregates Cash Gross Profit per Ton*

We continued to optimize our footprint and portfolio through both strategic greenfield projects and the divestiture of non-core assets. As a result of our robust cash flow generation and disciplined and consistent approach to capital allocation, we are poised to further expand our reach through both organic and inorganic growth.

*Adjusted EBITDA, aggregates cash gross profit per ton, and Adjusted EBITDA margin are non-GAAP financial measures. We provide a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures in Annex A to this proxy statement.

BOARD INFORMATION

The Board seeks a mix of directors with qualities that, together, create a high-functioning, diverse Board. All of our directors, other than Tom Hill, our Executive Chairman, and Ronnie Pruitt, our CEO, are independent. Each of our directors has proven leadership, sound judgment and a commitment to the success of the company. We have sought, and will continue to seek, experienced leaders with appropriate skills to oversee the management of the company.

GOVERNANCE HIGHLIGHTS

CEO Transition

Effective January 1, 2026, Mr. Pruitt, our Chief Operating Officer, succeeded Mr. Hill as CEO. This transition was the result of a multi-year succession planning process led by our Board. The process was designed to identify and select a leader with a comprehensive understanding of our business, industry and strategic priorities and the requisite skills and experience to advance our aggregates-led durable growth strategy. As CEO, Mr. Pruitt leads our business and is responsible for the executive management of the company. His proven leadership and commitment to The Vulcan Way will ensure a seamless transition as CEO. Mr. Hill transitioned to the role of Executive Chairman of the Board, and Mr. Hall continues to serve as our independent lead director, providing valuable continuity of leadership.

Shareholder Engagement

We continued our corporate governance outreach efforts in 2025 and early 2026, reaching out to shareholders representing approximately 70% of our outstanding shares in order to foster and deepen relationships with our largest shareholders. Our discussions centered on the company’s sustainability efforts and corporate governance. We update the Board on our conversations with shareholders, and our directors take into account shareholder feedback when making decisions regarding the company’s policies and practices. We value the views of our shareholders and believe these dialogues are critically important to ensuring that we remain aligned with their interests.

Corporate Governance Practices

We are committed to strong corporate governance policies and practices and believe that this commitment is a critical element in achieving long-term shareholder value. The following list summarizes certain highlights of our governance policies and practices:

COMPENSATION HIGHLIGHTS

We believe that the results of the 2025 Say on Pay vote demonstrate continued strong shareholder support for our current compensation program. Furthermore, in the course of our shareholder outreach efforts, shareholders were generally supportive of our executive compensation program and the accompanying disclosures.

In order to align our executives’ interests with those of our shareholders, a substantial portion of our named executive officers’ (NEOs’) compensation is at-risk and will vary above or below target levels depending on company and share performance. As shown in the graphic below, in 2025, 90% of the compensation of our CEO and an average of 79% of the compensation of our other NEOs was variable and subject to performance factors.

(1)SOSARs refers to Stock-Only Stock Appreciation Rights. Restricted Stock refers to Restricted Stock Units (RSUs). Performance Shares refers to Performance Share Units (PSUs). See page 45 for more details.

We encourage you to read the more detailed description of our compensation program in “Compensation Discussion and Analysis” beginning on page 38 before voting on Proposal 2: Advisory Vote on Compensation of Our Named Executive Officers.