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Vulcan Materials CO

For the period ended Sep 30, 2026. Filed Oct 29, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Oct 29, 2026

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

What changed in Management’s Discussion and Analysis?

Read the current filing

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 231 previous paragraphs and 233 current paragraphs.

141 unchanged; 52 reworded; 38 added; 38 removed; 0 previous and 2 current paragraphs rearranged.

Tables are not compared: 34 previous and 35 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (38)

Current report

•Total revenues decreased $106.9 million, or 5%, to $2,184.6 million

Current report

•Gross profit decreased $31.6 million, or 5%, to $665.6 million

Current report

•Aggregates segment freight-adjusted revenues increased $8.0 million, or 1%, to $1,431.7 million

Current report

•Shipments decreased 3%, or 2.0 million tons, to 62.7 million tons

Current report

•Aggregates segment gross profit decreased $18.7 million, or 3%, to $593.4 million

Current report

•Earnings attributable to Vulcan from continuing operations were $2.81 per diluted share compared to $2.83 per diluted share

Current report

•Adjusted earnings attributable to Vulcan from continuing operations were $2.83 per diluted share compared to $2.84 per diluted share

Current report

•Net earnings attributable to Vulcan were $362.3 million, a decrease of $12.6 million, or 3%

Current report

•Adjusted EBITDA was $706.7 million, a decrease of $28.5 million, or 4%

Current report

Our third quarter results 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. 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 $593.4 million ($9.46 per ton), and cash gross profit was $749.5 million ($11.95 per ton).

Current report

We continue to actively expand our reach through strategic, disciplined acquisitions that reinforce our position in attractive, long-term growth markets. During the third quarter, we 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. These targeted aggregates-led investments, combined with our core operational momentum, position us well for continued earnings growth and value creation for shareholders.

Current report

Our results through the first nine months of this year highlight the durability of our business. Despite significant energy headwinds, we have preserved our Adjusted EBITDA margin and expanded 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.

Current report

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.

Current report

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.

Current report

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

Current report

•pretax charges of $2.3 million associated with divested operations

Current report

•pretax charges of $0.8 million associated with non-routine acquisitions

Current report

•$0.8 million of tax charges related to a valuation allowance against Calica deferred tax assets, including NOL carryforwards

Current report

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

Current report

•pretax charges of $0.1 million associated with non-routine acquisitions

Current report

•$1.8 million of tax charges related to a valuation allowance against Calica deferred tax assets, including NOL carryforwards

Current report

As compared to the prior year, third quarter aggregates shipments decreased 3%. 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.

Current report

Overall, non-aggregates segments gross profit was $72.2 million, a 15% decrease compared to the prior year’s third quarter.

Current report

Earnings attributable to Vulcan from continuing operations were $2.81 per diluted share in the third quarter of 2026 compared to $2.83 per diluted share in the third quarter of 2025.

Current report

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

Current report

•pretax charges of $8.8 million associated with divested operations

Current report

•pretax charges of $1.2 million associated with non-routine acquisitions

Current report

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

Current report

•pretax charges of $1.9 million associated with non-routine acquisitions

Current report

•$5.6 million of tax charges related to a valuation allowance against Calica deferred tax assets, including NOL carryforwards

Current report

Earnings attributable to Vulcan from continuing operations were $6.54 per diluted share in the first nine months of 2026 compared to $6.24 per diluted share in the first nine months of 2025.
Removed paragraphs (38)

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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.

Previous report

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

Previous report

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.

Previous report

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.

Previous report

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

Previous report

•pretax charges of $4.5 million associated with divested operations

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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.

Previous report

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).

Previous report

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.

Previous report

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

Previous report

•pretax charges of $6.5 million associated with divested operations

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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.
Reworded paragraphs (52)

Previous wording

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

Current wording

•Aggregates segment sales increased $30.4 million, or 2%, to $1,822.5 million

Previous wording

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

Current wording

•Freight-adjusted sales price increased 3.8%, or $0.83 per ton, to $22.84

Previous wording

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

Current wording

•Unit profitability (as measured by gross profit per ton) of $9.46 per ton was consistent with the prior year

Previous wording

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

Current wording

•Asphalt and Concrete segment gross profit decreased $12.9 million to $72.2 million, collectively

Previous wording

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

Current wording

•Selling, administrative and general (SAG) expenses decreased $8.3 million and remained flat as a percentage of total revenues

Previous wording

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

Current wording

•Operating earnings decreased $18.6 million, or 3%, to $524.6 million

Previous wording

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

Current wording

•Returned capital to shareholders via dividends of $66.9 million at $0.52 per share versus $64.7 million at $0.49 per share

Previous wording

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

Current wording

•Returned capital to shareholders via share repurchases of $350.0 million at a $275.31 average price per share compared to no share repurchases in the prior year quarter

Previous wording

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%.

Current wording

Through the first nine months, cash provided by operating activities was $971.0 million. Capital expenditures for maintenance and growth projects were $174.4 million in the third quarter. We returned $66.9 million to shareholders through dividends (a 3% increase versus the prior year) and $350.0 million through share repurchases (compared to no share repurchases in the prior year quarter).

Previous wording

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%).

Current wording

Third quarter 2026 total revenues were $2,184.6 million, down 5% from the third quarter of 2025. Shipments decreased in aggregates (3%), decreased in asphalt mix (10%) and decreased in ready-mixed concrete (61%). Gross profit decreased in the Aggregates segment ($18.7 million or 3%), decreased in the Asphalt segment ($6.8 million or 9%) and decreased in the Concrete segment ($6.1 million or 43%).

Previous wording

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:

Current wording

Net earnings attributable to Vulcan for the third quarter of 2026 were $362.3 million, or $2.80 per diluted share, compared to $374.9 million, or $2.82 per diluted share, in the third quarter of 2025. Each period’s results were impacted by discrete items, as follows:

Previous wording

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

Current wording

•pretax net loss of $0.5 million related to the sale of businesses

Previous wording

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.

Current wording

Adjusted for these discrete items, earnings attributable to Vulcan from continuing operations (Adjusted Diluted EPS) were $2.83 per diluted share for the third quarter of 2026 compared to $2.84 per diluted share for the third quarter of 2025.

Previous wording

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:

Current wording

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

Previous wording

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).

Current wording

Commercial and operational execution drove continued expansion in aggregates cash gross profit per ton despite ongoing energy headwinds in the third quarter. Third quarter Aggregates segment gross profit decreased 3% to $593.4 million ($9.46 on a per ton basis), and cash gross profit decreased to $749.5 million ($11.95 on a per ton basis).

Previous wording

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.

Current wording

The pricing environment remains positive with widespread growth across the Company’s footprint. Aggregates freight-adjusted selling prices increased 3.7% compared to the prior year (4.7% on a mix-adjusted basis). Continued cost management and operational execution helped offset energy cost headwinds and inflationary pressures on certain parts and supplies. Third 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, unit cash cost of sales increased 3%, reflecting a continued focus on cost management and operating efficiencies.

Previous wording

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.

Current wording

Asphalt segment gross profit was $64.2 million (a 9% decrease from the prior year), and cash gross profit was $75.8 million (a 10% decrease over the prior year). Gross profit per ton and cash gross profit per ton were consistent with the prior year. Asphalt gross profit margin remained strong at 17%, despite lower shipments and higher liquid asphalt costs. Third quarter results in the prior year included our Houston asphalt and construction business that was divested in the fourth quarter of 2025.

Previous wording

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).

Current wording

Concrete segment gross profit was $8.0 million, and cash gross profit was $11.8 million. Unit gross profit increased 46%, while unit cash gross profit decreased 1%. 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 first half of 2026. The divestiture of these operations was completed in early June of 2026 (see Note 16 to the condensed consolidated financial statements).

Previous wording

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.

Current wording

SAG expense was $137.0 million for the third quarter compared to $145.3 million in the prior year. For the quarter, SAG expense as a percent of total revenues of 6.3% was consistent with the prior year. On a trailing-twelve months basis, SAG expense was 6.9% of total revenues, a 30 basis point improvement from the prior year.

Previous wording

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.

Current wording

Gain on sale of property, plant & equipment and businesses was $0.2 million in the third quarter of 2026 compared to $0.6 million in the third quarter of 2025.

Previous wording

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.

Current wording

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 $4.2 million of expense for the third quarter of 2026 compared to $9.3 million of expense in the third quarter of 2025. The third quarter of 2026 included $2.3 million of charges associated with divested operations and $0.8 million of charges associated with non-routine acquisitions.

Previous wording

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.

Current wording

Net other nonoperating income (expense) was $2.0 million of expense for the third quarter of 2026 compared to $0.7 million of income for the third quarter of 2025.

Previous wording

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.

Current wording

Net interest expense was $51.4 million in the third quarter of 2026 compared to $55.3 million in the third quarter of 2025.

Previous wording

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.

Current wording

Income tax expense from continuing operations was $107.1 million in the third quarter of 2026 compared to $112.4 million in the third quarter of 2025. The decrease in tax expense was primarily due to the decrease in pretax earnings coupled with the energy investment tax credit benefit recorded in the third quarter of 2026.

Previous wording

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.

Current wording

DISCONTINUED OPERATIONS — Third quarter pretax loss from discontinued operations was $1.6 million in 2026 compared with a pretax loss of $1.6 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.

Previous wording

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).

Current wording

Total revenues for the first nine months of 2026 were $6,096.3 million, up 1% from the first nine months of 2025. Shipments increased in aggregates (1%), decreased in asphalt mix (9%) and decreased in ready-mixed concrete (27%). Gross profit increased in the Aggregates segment ($32.1 million or 2%), decreased in the Asphalt segment ($6.6 million or 5%) and increased in the Concrete segment ($0.6 million or 3%). The decrease in concrete shipments 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).

Previous wording

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:

Current wording

Net earnings attributable to Vulcan for the first nine months of 2026 were $851.2 million, or $6.53 per diluted share, compared to $824.7 million, or $6.21 per diluted share in the first nine months of 2025. Each period’s results were impacted by discrete items, as follows:

Previous wording

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

Current wording

•pretax loss of $13.7 million associated with the sale of businesses

Previous wording

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.

Current wording

Adjusted for these discrete items, earnings attributable to Vulcan from continuing operations (Adjusted Diluted EPS) was $6.76 per diluted share for the first nine months of 2026 compared to $6.29 per diluted share for the first nine months of 2025.

Previous wording

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.

Current wording

Aggregates segment sales for the first nine months of 2026 were $5,036.0 million (up 5%), and shipments increased 1%, or 0.9 million tons, compared to the prior year. Aggregates segment gross profit was $1,561.1 million ($9.05 per ton) in the first nine months of 2026 versus $1,529.0 million ($8.91 per ton) in the prior year. On a year-to-date basis, cash gross profit per ton increased 1% to $11.68 per ton.

Previous wording

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.

Current wording

Freight-adjusted selling prices increased 3.7% compared to the prior year (4.7% on a mix-adjusted basis), with growth widespread across our footprint. Freight-adjusted unit cash cost of sales for the first nine months of 2026 increased 6% versus the prior year. We remain focused on cost management and operating efficiencies.

Previous wording

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.

Current wording

Asphalt segment gross profit of $126.3 million decreased 5% compared to the first nine months of 2025, and cash gross profit of $160.2 million decreased 7% from the prior year. Asphalt mix shipments decreased 8%, and average unit selling prices increased 4.0%, or $3.27 per ton.

Previous wording

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).

Current wording

Concrete segment gross profit of $26.4 million was up $0.6 million from the first nine months of 2025, and cash gross profit of $38.3 million decreased 50% 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 the first half of 2026. The divestiture of these operations was completed in early June of 2026 (see Note 16 to the condensed consolidated financial statements).

Previous wording

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.

Current wording

SAG expenses were $414.1 million in the first nine months of 2026 versus $428.0 million in the first nine months of 2025. As a percent of total revenues, SAG expense was 6.8% compared to 7.1% in the prior year's first nine months.

Previous wording

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.

Current wording

Loss on sale of property, plant & equipment and businesses was $11.4 million in the first nine months of 2026 versus a gain of $9.2 million in the first nine months of 2025.

Previous wording

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.

Current wording

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 $42.8 million of expense for the first nine months of 2026 compared to $28.2 million of expense in the first nine months of 2025. The first nine months of 2026 included $8.8 million of charges associated with divested operations, $1.2 million of charges associated with non-routine acquisitions and $8.6 million of charges related to CEO transition and reorganization.

Previous wording

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.

Current wording

Other nonoperating income (expense), net was $3.1 million of income for the first nine months of 2026 compared to $0.4 million of income in the first nine months of 2025.

Previous wording

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.

Current wording

Net interest expense was $160.0 million in the first nine months of 2026 compared to $174.2 million in the first nine months of 2025.

Previous wording

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.

Current wording

Income tax expense from continuing operations was $234.4 million in the first nine months of 2026 compared to $237.4 million in the first nine months 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, partially offset by tax expense on higher pretax earnings in 2026.

Previous wording

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.

Current wording

DISCONTINUED OPERATIONS — First nine months pretax loss from discontinued operations was $1.3 million in 2026 compared with a pretax loss of $5.7 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.

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Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

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 (1.9 times on a net debt basis, reflecting $172.4 million of cash on hand). Our weighted-average debt maturity was 12.3 years, and our weighted-average effective interest rate was 4.97%. On a trailing-twelve months basis, return on invested capital was 15.9%.

Current report — wording carried from elsewhere

•$4.5 million of tax charges related to a valuation allowance against Calica deferred tax assets, including NOL carryforwards