VMC 8-K Current Reports

Vulcan Materials 8-K Report, Mine Safety Disclosure (Oct 30, 2026)

Vulcan Materials Company (NYSE: VMC) filed a Form 8-K dated October 30, 2026, reporting an event that occurred on October 27, 2026 under Item 1.04 (Mine Safety). On that date, Calmat Co., a Company subsidiary, received an imminent danger order from the Mine Safety and Health Administration under section 107(a) of the Federal Mine Safety and Health Act of 1977 at its Lexington Quarry in Los Gatos, California. The order was issued to remove personnel exposed to fall hazards while maintenance was being performed. The filing states that no injuries occurred and that the Company promptly took corrective action to protect the personnel and terminate the order. The filing is limited to this mine safety disclosure and contains no financial results, guidance, or other financial information. For investors, the matter appears operational in nature, with no injuries reported and the order terminated.

Oct 30, 2026 8-K

Vulcan Materials 8-K Report, Financial Results (Oct 29, 2026)

Vulcan Materials Company (VMC) reported third-quarter 2026 results on October 29, 2026, per Exhibit 99.1 furnished with this Form 8-K. Third-quarter total revenues were $2,185 million versus $2,292 million a year earlier, and gross profit was $666 million versus $697 million. Net earnings attributable to Vulcan were $362 million, compared with $375 million, and Adjusted EBITDA was $707 million, compared with $735 million, for an Adjusted EBITDA margin of 32.3% versus 32.1%. Diluted EPS from continuing operations was $2.81 versus $2.83, and adjusted diluted EPS was $2.83 versus $2.84. Aggregates shipments fell to 62.7 million tons from 64.7 million, while freight-adjusted sales price per ton rose to $22.84 from $22.01 and gross profit per ton held at $9.46. Management highlighted energy-cost headwinds offset by pricing and cost actions. Freight-adjusted unit cash cost of sales rose $0.72 per ton, and the company completed two bolt-on aggregates acquisitions in Tennessee and southern Ohio during the quarter. Capital returns in the quarter totaled $417 million, including $350 million of share repurchases and $67 million of dividends. As of September 30, 2026, total debt to trailing-twelve-months Adjusted EBITDA was 2.0 times, within the company's 2.0 to 2.5 times target range, and trailing-twelve-months return on invested capital was 15.9%. For the full year 2026, the company expects approximately $2.4 billion of Adjusted EBITDA, with projected net earnings attributable to Vulcan of $1,120 million. Management anticipates a continuation of the current demand environment in 2027, with mid- to high-single-digit pricing gains in aggregates and another year of earnings growth.

Oct 29, 2026 8-K

Leadership Changes

Vulcan Materials 8-K Report, Executive Changes (Oct 22, 2026)

Vulcan Materials Company (VMC) filed this Current Report on Form 8-K dated October 22, 2026, reporting an event from October 19, 2026. The filing discloses a single item, Item 5.02 (Departure of Directors or Certain Officers; Compensatory Arrangements of Certain Officers). The filing states that on October 19, 2026, David P. Clement, Senior Vice President of Operations Support and Procurement, notified Vulcan that he intends to retire from that position in the first quarter of 2027. The filing does not disclose any successor, compensation arrangements, or financial results. For investors, this is a routine executive transition notice. The filing contains no financial figures and does not indicate any impact on operations, guidance, or financial condition beyond the planned departure of a senior operations and procurement executive.

Oct 22, 2026 8-K

Vulcan Materials 8-K Report, Financial Results (Jul 29, 2026)

Vulcan Materials Company (VMC) reported second-quarter 2026 results on July 29, 2026, furnished as Exhibit 99.1 under Item 2.02 of this Form 8-K. Total revenues were $2,155.8 million versus $2,102.4 million in the prior-year quarter, gross profit was $625.5 million versus $625.2 million, and net earnings attributable to Vulcan were $323.4 million versus $320.9 million. Adjusted EBITDA was $654.0 million, with an adjusted EBITDA margin of 30.3 percent versus 31.4 percent a year earlier. Diluted earnings per share from continuing operations were $2.47, compared with $2.43, and adjusted diluted EPS from continuing operations was $2.59, compared with $2.45. The Aggregates segment was the main driver. Aggregates gross profit was $567.3 million ($9.47 per ton) and cash gross profit was $720.1 million ($12.02 per ton). Freight-adjusted selling prices rose 5 percent on a mix-adjusted basis, and shipments increased 1 percent, though Texas and certain Southeastern markets were hurt by rainfall. Freight-adjusted unit cash cost of sales rose 7 percent, or $0.72 per ton, and rose 3 percent excluding higher diesel costs. The company completed the divestiture of its California ready-mixed concrete business in early June 2026 and acquired a quarry in southern Colorado and a rail yard in Dallas-Fort Worth from Brannan Sand & Gravel. Capital allocation and balance sheet items were also disclosed. Capital expenditures were $176 million in the quarter, and the company returned $318 million to shareholders through $250 million of share repurchases and $68 million of dividends. Total debt to trailing-twelve-month Adjusted EBITDA was 1.9 times, below the company's stated 2.0 to 2.5 times target range. Management reiterated full-year 2026 Adjusted EBITDA guidance of $2.4 to $2.6 billion.

Jul 29, 2026 8-K

Leadership ChangesShareholder Matters

Vulcan Materials 8-K Report, Corporate Update (Jul 27, 2026)

Vulcan Materials Company filed a Form 8-K on July 27, 2026 to report an update on its North American Free Trade Agreement (NAFTA) arbitration against Mexico, originally filed in 2018. The company attached a press release (Exhibit 99.1) and stated that the NAFTA tribunal has issued its decision in the arbitration. According to the filing, the tribunal found that Mexico violated NAFTA in several respects, but the tribunal's award of monetary damages to Vulcan was negligible. The arbitration concerns Mexico's repudiation of an agreement to unlock a portion of Vulcan's aggregates reserves in Mexico and the arbitrary shutdown of the company's quarrying operations in that country. The filing states that the Decision will remain confidential until it becomes publicly available, in accordance with applicable rules, so the full text of the ruling is not yet available to investors. The filing also notes that Vulcan will host its second quarter earnings conference call at 9:00 a.m. CT on July 29, 2026, as previously scheduled. Investors seeking the company's view of the financial impact of the arbitration outcome may look to that call and to subsequent filings.

Jul 27, 2026 8-K

Vulcan Materials 8-K Report, Executive Changes (May 11, 2026)

Vulcan Materials Company (VMC) filed this Form 8-K on May 11, 2026 to report two items. First, Thompson S. Baker II, President of the Company, notified the Company that he will retire from that position effective July 15, 2026. Second, the filing reports the results of the Company's annual meeting of shareholders held on May 8, 2026, at which 119,028,883 of 130,462,251 eligible shares were represented, constituting a quorum. At the annual meeting, shareholders elected all five director nominees to three-year terms expiring in 2029: Melissa H. Anderson, O. B. Grayson Hall, Jr., James T. Prokopanko, Ronnie A. Pruitt, and George A. Willis. Shareholders also approved the advisory say-on-pay vote on named executive officer compensation, with 108,975,317 shares voted for and 3,698,724 against, and ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2026, with 113,884,236 shares voted for and 5,106,545 against. For investors, the most notable item is the planned retirement of the President, effective July 15, 2026, which is a leadership transition. The shareholder votes show broad support for the board nominees, the executive compensation program, and the auditor appointment, though Mr. Prokopanko received the largest number of votes against among the directors (8,142,333).

May 11, 2026 8-K

Regulation FDExhibits & Filings

Vulcan Materials 8-K Report, Financial Results (Apr 29, 2026)

Vulcan Materials Company reported first-quarter 2026 results on April 29, 2026, per Item 2.02 of this Form 8-K, with the full press release furnished as Exhibit 99.1. Total revenues were $1,755.9 million, up from $1,634.6 million a year earlier, and gross profit was $422.7 million versus $365.3 million. Net earnings attributable to Vulcan were $165.5 million compared with $128.9 million, and diluted earnings per share from continuing operations were $1.27 versus $0.98. Adjusted EBITDA was $447.1 million (25.5% margin) versus $410.9 million (25.1%), and the company stated Adjusted EBITDA grew 9 percent. Adjusted diluted EPS from continuing operations was $1.35 compared with $1.00. In the Aggregates segment, gross profit rose 12 percent to $400 million ($8.01 per ton), shipments increased 5 percent to 50.0 million tons, and freight-adjusted selling prices rose 3.5 percent on a reported basis ($22.80 per ton). Management attributed the results to price increases effective at the start of the year and cost control, and noted the prior-year quarter was hurt by severe winter weather. The company said the disposition of its California ready-mixed concrete business is expected to close in the second quarter, subject to regulatory approvals. Vulcan reiterated its full-year 2026 Adjusted EBITDA outlook of $2.4 to $2.6 billion and cited geopolitical uncertainty, including the Middle East conflict, as a monitored risk. Balance sheet and capital return metrics remained solid. Total debt to trailing-twelve-month Adjusted EBITDA was 1.9 times, below the company's 2.0 to 2.5 times target range, and return on average invested capital was 16.0 percent. In the quarter, Vulcan spent $176.5 million on purchases of property, plant and equipment, repurchased $149.5 million of common stock, and paid $67.9 million in dividends. Short-term debt rose to $197.0 million from zero at year-end 2025.

Apr 29, 2026 8-K

Vulcan Materials 8-K Report, Regulation FD Disclosure (Mar 12, 2026)

Vulcan Materials Company (VMC) furnished a slide presentation from its March 12, 2026 Investor Day, titled "Winning the Future in Aggregates," as Exhibit 99.1 to this Form 8-K under Item 7.01 (Regulation FD Disclosure). The filing is furnished rather than filed for purposes of Section 18 of the Exchange Act. The presentation positions Vulcan as the most aggregates-focused U.S. public company, with 425 aggregates operations in 23 states, 16.6 billion tons of permitted aggregates reserves (more than 70 years), 227 million tons shipped, $7.9 billion in revenue, $2.3 billion in Adjusted EBITDA, and $11.33 per ton Cash Gross Profit, all as of December 31, 2025. Aggregates accounted for 90% of reported gross profit over the 20-year average. Management highlighted that aggregates cash gross profit per ton reached the $11-12 target set at the 2022 Investor Day, and presented a long-term target of $20 per ton at 260-270 million tons. The presentation shows a 2026 EBITDA guidance midpoint of $4.5 to $5.0 billion, with growth drivers including volume, downstream products and SG&A discipline, alongside M&A and greenfield expansion. Since 2022, the company reports $3 billion invested in acquisitions and $1.5 billion in divestment proceeds, including the pending divestiture of its California ready-mixed concrete business, which is expected to close in the second quarter of 2026. For investors, the presentation frames the company's outlook around operational efficiency (Process Intelligence, plant utilization), commercial execution (Vulcan Way of Selling), a pipeline of 17 greenfield projects, and public infrastructure and data-center demand. It also reports capital returns of $1.44 billion in share repurchases and $707 million in dividends over 2023-2025, and a Net Debt to Adjusted EBITDA ratio of 1.8x. The 8-K itself contains only the cover disclosure; the detailed figures come from the attached slides.

Mar 12, 2026 8-K

Vulcan Materials 8-K Report, Financial Results (Feb 17, 2026)

Vulcan Materials Company (NYSE: VMC) reported fourth quarter and full year 2025 results on February 17, 2026, as furnished in Exhibit 99.1 to this Form 8-K. For full year 2025, total revenues were $7.94 billion versus $7.42 billion in 2024, gross profit was $2.18 billion versus $2.00 billion, and net earnings attributable to Vulcan were $1.08 billion versus $912 million. Adjusted EBITDA rose to $2.32 billion from $2.06 billion, with Adjusted EBITDA margin of 29.3 percent versus 27.7 percent. Diluted earnings per share from continuing operations were $8.15 versus $6.91, and adjusted diluted EPS was $8.00 versus $7.53. Cash provided by operating activities was $1.8 billion, a 29 percent increase. Aggregates results drove the year. Full year aggregates shipments increased 3 percent to 226.8 million tons, and freight-adjusted sales price per ton rose to $21.98. Cash gross profit per ton reached $11.33, an increase of 7 percent, which the company described as its twelfth consecutive quarter of at least high single-digit improvement on a trailing-twelve-months basis. Fourth quarter results were softer, with gross profit of $487 million versus $537 million in the prior year quarter and gross margin of 28.7 percent versus 33.0 percent. The company cited reported price impacts from unfavorable geographic and product mix. Full year SAG expense was $564 million, or 7.1 percent of revenues. Management guided 2026 Adjusted EBITDA to between $2.4 and $2.6 billion and net earnings attributable to Vulcan to $1.1 to $1.3 billion. Its aggregates outlook calls for total shipments up 1 to 3 percent and freight-adjusted price improvement of 4 to 6 percent. The company also completed the disposition of its asphalt and construction services assets in the greater Houston market and agreed to sell its California ready-mixed concrete businesses, with that transaction expected to close in the second quarter of 2026. Year-end total debt to Adjusted EBITDA was 1.9 times, and return on average invested capital on a trailing-twelve-months basis was 15.7 percent.

Feb 17, 2026 8-K/A

Leadership Changes

Vulcan Materials 8-K/A Report, Executive Changes (Dec 12, 2025)

Vulcan Materials Company (VMC) filed Amendment No. 1 to its Form 8-K from October 14, 2025, to update the Item 5.02 disclosure on executive leadership and compensation. The amendment confirms the previously announced succession plan: Ronnie A. Pruitt, currently Chief Operating Officer, will become Chief Executive Officer effective January 1, 2026, and J. Thomas Hill will step down as CEO and continue as Executive Chairman of the Board. On December 12, 2025, the Board, on the recommendation of the Compensation & Human Capital Committee, approved compensation for both executives effective on the same date. Mr. Pruitt's package includes an annual base salary of $1,000,000, a target short-term incentive of 135% of base salary, and a target long-term incentive award opportunity of 700% of base salary. Mr. Hill's package includes an annual base salary of $1,000,000, a target short-term incentive of 135% of base salary, and a target long-term incentive award opportunity of 300% of base salary. The same day, the Board elected Mr. Pruitt as a director effective January 1, 2026. He will stand for re-election at the 2026 Annual Meeting of Shareholders. The filing states there are no arrangements or understandings under which he was selected as a director, and he has no material interest in any related-person transaction requiring disclosure under Item 404(a) of Regulation S-K.

Dec 12, 2025 8-K

Leadership Changes

Vulcan Materials 8-K Report, Executive Changes (Dec 12, 2025)

Vulcan Materials Company (VMC) filed this Current Report on Form 8-K dated December 12, 2025, under Item 5.02 (Departure of Directors or Certain Officers; Compensatory Arrangements of Certain Officers). The filing reports that Stanley G. Bass, Chief Strategy Officer, notified Vulcan on December 10, 2025, that he will retire from that position effective April 30, 2026. On December 12, 2025, upon the recommendation of the Compensation & Human Capital Committee, the Board of Directors approved prorating Mr. Bass's current base salary through April 30, 2026. His short-term and long-term incentive opportunities, expressed as percentages of base salary, will remain unchanged for 2026. The filing is a routine executive transition disclosure. It does not report financial results, guidance, or changes to operations, and investors should view it primarily as a planned leadership change in the strategy function with a defined retirement date.

Dec 12, 2025 8-K

Vulcan Materials 8-K Report, Mine Safety Disclosure (Dec 8, 2025)

Vulcan Materials Company (VMC) filed this Current Report on Form 8-K under Item 1.04 (Mine Safety) to disclose an imminent danger order issued by the Mine Safety and Health Administration (MSHA) on December 5, 2025. The order was issued under section 107(a) of the Federal Mine Safety and Health Act of 1977 at the company's Norcross Quarry in Norcross, Georgia, operated by its subsidiary Vulcan Construction Materials, LLC. The order was issued to remove a third-party customer truck driver who was observed in the bed of his truck without fall protection. The filing states that no injuries occurred as a result of the incident and that the Company took corrective action with respect to it. The filing is narrow in scope and does not discuss any financial results, guidance, or material financial impact. For investors, the disclosure is primarily a safety-compliance event at a single quarry, reported as required under Item 1.04.

Dec 8, 2025 8-K

Leadership ChangesExhibits & Filings

Vulcan Materials 8-K Report, Financial Results (Oct 30, 2025)

Vulcan Materials Company (NYSE: VMC) reported third-quarter 2025 results on October 30, 2025, furnished as Exhibit 99.1 to this Form 8-K. Third-quarter total revenues were $2,291.5 million versus $2,003.9 million a year earlier, gross profit rose to $697.2 million from $565.2 million, and net earnings attributable to Vulcan were $374.9 million compared with $207.6 million. Diluted earnings from continuing operations were $2.83 per share versus $1.57. Adjusted EBITDA reached $735.2 million, with an Adjusted EBITDA margin of 32.1 percent versus 29.0 percent. Management said year-to-date Adjusted EBITDA improved 20 percent and margin expanded 290 basis points. The prior-year quarter included an $87 million goodwill write-off for Northern California concrete assets. Aggregates drove the results. Third-quarter aggregates shipments rose 12 percent to 64.7 million tons, freight-adjusted sales price per ton was $22.01 versus $21.27, and cash gross profit per ton improved 9 percent to $11.84. Management expects 2025 Adjusted EBITDA of $2.35 billion to $2.45 billion and full-year shipments growth similar to the 3 percent year-to-date increase. Balance sheet items include total debt of $4,360.8 million, a total debt to trailing-twelve-month Adjusted EBITDA ratio of 1.9 times, and $550 million of commercial paper repaid from cash on hand. The company also disclosed portfolio changes and leadership succession. It completed the disposition of its asphalt and construction services assets in the greater Houston market in early October and agreed on October 28 to sell its ready-mixed concrete businesses in California, with closing expected in the fourth quarter subject to regulatory approvals. Ronnie Pruitt will become Chief Executive Officer effective January 1, 2026, succeeding Tom Hill.

Oct 30, 2025 8-K

Vulcan Materials 8-K Report, Executive Changes (Oct 14, 2025)

Vulcan Materials Company (NYSE: VMC) announced on October 10, 2025 that its Board of Directors elected Ronnie A. Pruitt, the company's current Chief Operating Officer, as the next Chief Executive Officer, effective January 1, 2026. At that time, J. Thomas Hill will step down as CEO and continue on the Board as Executive Chairman. Mr. Pruitt is also expected to join the Board effective January 1, 2026. The filing states that the board's selection followed a "comprehensive succession planning process." Mr. Pruitt, 55, has served as COO since September 2023 and previously led the Southwest and Western Divisions as Senior Vice President. He joined Vulcan through the August 2021 acquisition of U.S. Concrete, Inc., where he had served as President and Chief Executive Officer from April 2020 to August 2021. The filing states he has no family relationships with any Vulcan directors or executive officers and no reportable related party transactions under Item 404(a) of Regulation S-K. The filing states that the material terms of the compensation arrangements for Mr. Pruitt and Mr. Hill related to these transitions will be disclosed once approved. The announcement was made through a press release dated October 13, 2025, furnished as Exhibit 99.1, in which the company describes the change as a continuation of its aggregates-led strategy and its two-pronged Durable Growth strategy.

Oct 14, 2025 8-K

Vulcan Materials 8-K Report, Financial Results (Jul 31, 2025)

Vulcan Materials Company (NYSE: VMC) furnished a press release with its second quarter 2025 results, reporting for the quarter ended June 30, 2025. Second-quarter total revenues were $2,102.4 million versus $2,014.4 million a year earlier, gross profit was $625.2 million, and net earnings attributable to Vulcan were $320.9 million. Adjusted EBITDA rose to $659.5 million from $603.1 million, with Adjusted EBITDA margin of 31.4 percent against 29.9 percent. Diluted earnings per share from continuing operations were $2.43 versus $2.33, and adjusted diluted EPS was $2.45 versus $2.35. The Aggregates segment drove the results. Segment gross profit was $559.5 million ($9.44 per ton) with a 33.9 percent gross margin, and cash gross profit per ton rose 9 percent to $11.88. Shipments fell 1 percent to 59.3 million tons because of significant rainfall in Southeastern markets, while freight-adjusted sales prices increased 5 percent (8 percent on a mix-adjusted basis). Asphalt and Concrete also reported higher unit cash gross profit, with concrete benefiting mainly from acquired operations. Management reaffirmed its full-year outlook for Adjusted EBITDA of $2.35 to $2.55 billion. The company reported total debt of $4,909.7 million at June 30, 2025, a total debt to trailing-twelve-month Adjusted EBITDA ratio of 2.2 times (2.1 times net of cash), within its 2.0 to 2.5 times target range, and a trailing-twelve-month return on invested capital of 15.9 percent. Second-quarter dividends totaled $65 million.

Jul 31, 2025 8-K

Leadership ChangesShareholder MattersExhibits & Filings

Vulcan Materials 8-K Report, Mine Safety Disclosure (Jun 20, 2025)

Vulcan Materials Company (VMC) filed this Current Report on Form 8-K to disclose a mine safety event under Item 1.04 (Mine Safety). On June 18, 2025, Vulcan Construction Materials, LLC, a subsidiary of the Company, received an imminent danger order from the Mine Safety and Health Administration (MSHA) under section 107(a) of the Federal Mine Safety and Health Act of 1977 at its Clear Creek Quarry in Charlotte, North Carolina. The order was issued to remove miners who were shoveling material onto a moving conveyor in a surge tunnel while the top of the tail roller guard was hinged open. The filing states that no injuries occurred and that the Company took corrective action immediately to protect the miners and terminate the order. The filing contains no financial results, guidance, or other financial information. Its investor relevance is limited to the regulatory notice and the operational safety compliance matter it reports.

Jun 20, 2025 8-K

Vulcan Materials 8-K Report, Executive Changes (May 12, 2025)

Vulcan Materials Company (VMC) filed this Form 8-K to report the results of its annual meeting of shareholders held on May 9, 2025. Shareholders approved the company's 2025 Omnibus Long-Term Incentive Plan, which the Board had previously approved subject to shareholder approval. The plan is filed as Exhibit 10.1 and is incorporated by reference from the Form S-8 (File No. 333-287131) filed the same day. A summary of the plan's material terms appears in the Proxy Statement filed March 24, 2025. Of the 132,101,184 shares eligible to vote, 120,320,196 were represented in person or by proxy, which constituted a quorum. All four proposals were approved. Lydia H. Kennard, Kathleen L. Quirk, David P. Steiner, and Lee J. Styslinger, III were each elected to three-year terms expiring in 2028. Shareholders also approved the advisory say-on-pay vote on named executive officer compensation and ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2025. The filing is largely procedural, reporting shareholder votes and the adoption of a new equity incentive plan. The votes for the director nominees and the incentive plan were substantial, though the plan received 3,749,958 votes against and the Steiner election drew 13,925,277 votes against.

May 12, 2025 8-K

Vulcan Materials 8-K Report, Financial Results (Apr 30, 2025)

Vulcan Materials Company (VMC) reported first-quarter 2025 results for the quarter ended March 31, 2025, per Exhibit 99.1 furnished with this Form 8-K. Total revenues were $1.63 billion versus $1.55 billion a year earlier, gross profit rose to $365 million from $305 million, and net earnings attributable to Vulcan were $129 million versus $103 million. Adjusted EBITDA increased to $411 million from $323 million, with Adjusted EBITDA margin of 25.1% compared with 20.9%. Diluted earnings per share from continuing operations were $0.98 versus $0.78, and adjusted diluted EPS from continuing operations was $1.00 versus $0.80. The Aggregates segment drove results. Aggregates cash gross profit per ton rose 20% to $10.63, reflecting freight-adjusted selling prices up 7% and freight-adjusted unit cash cost of sales down 3%. Aggregates shipments decreased 1% to 47.8 million tons. The Asphalt and Concrete segments also improved, with concrete unit cash gross profit up 77%. Selling, administrative and general expense was $138 million, in line with company expectations. Vulcan reiterated its full-year 2025 outlook of $2.35 to $2.55 billion of Adjusted EBITDA and expects maintenance and growth capital expenditures of $750 to $800 million. During the quarter it returned $104 million to shareholders through dividends and repurchases and used $400 million of cash on hand to redeem its 2025 notes. Total debt to trailing-twelve-month Adjusted EBITDA was 2.3 times, or 2.2 times on a net debt basis. Management noted ongoing monitoring of trade policy uncertainty and interest rate trajectory.

Apr 30, 2025 8-K

Earnings & ResultsOther EventsExhibits & Filings

Vulcan Materials 8-K Report, Mine Safety Disclosure (Mar 21, 2025)

Vulcan Materials Company (VMC) filed this Current Report on Form 8-K to disclose a mine safety matter under Item 1.04 (Mine Safety). On March 19, 2025, Vulcan Construction Materials, LLC, a Company subsidiary, received an imminent danger order from the Mine Safety and Health Administration (MSHA) under section 107(a) of the Federal Mine Safety and Health Act of 1977 at its Liberty Quarry in Liberty, South Carolina. The order and a subsequent significant and substantial citation under section 104(a) were issued to remove two employees who were working in the scalping screen of a tower in the plant without fall protection or other means of protection. The filing states that no injuries occurred and that the Company took corrective action with respect to the incident. For investors, the filing reports a regulatory safety event at a single quarry rather than a financial result or a change in business outlook. The filing does not state any financial impact.

Mar 21, 2025 8-K

Vulcan Materials 8-K Report, Financial Results (Feb 18, 2025)

Vulcan Materials Company (NYSE: VMC) filed this Form 8-K on February 18, 2025 to report fourth-quarter and full-year 2024 results (furnished as Exhibit 99.1), announce the redemption of all $400 million of its 4.50% notes due 2025 on March 28, 2025, and provide its outlook for 2025. Full-year 2024 total revenues were $7.42 billion, down from $7.78 billion in 2023, while gross profit rose to $2.00 billion from $1.95 billion. Net earnings attributable to Vulcan were $912 million for 2024 versus $933 million in 2023. Adjusted EBITDA was $2.06 billion for 2024 compared with $2.01 billion in 2023, and the Company cited aggregates cash gross profit per ton of $11.50 in the fourth quarter and $10.61 for the full year. The Aggregates segment drove results. Management said the pricing environment remained favorable and that unit profitability improved for the eleventh consecutive quarter. Fourth-quarter freight-adjusted selling prices rose $2.07 per ton, while full-year aggregates shipments fell to 219.9 million tons from 234.6 million. The Company completed the Wake Stone and Superior Ready Mix Concrete acquisitions in 2024. Full-year cash provided by operating activities was $1.41 billion, and capital expenditures were $638 million. Total debt rose to $5.31 billion at December 31, 2024, from $3.88 billion a year earlier, and the ratio of total debt to Adjusted EBITDA was 2.6 times. For 2025, the Company guided to a third consecutive year of double-digit growth in aggregates cash gross profit per ton, shipments growth of 3 to 5 percent, and Adjusted EBITDA between $2.35 and $2.55 billion, including a $150 million contribution from acquisitions. Management also projected net earnings attributable to Vulcan of $1.01 to $1.17 billion and capital spending of $750 to $800 million.

Feb 18, 2025 8-K

Exhibits & Filings

Vulcan Materials 8-K Report, Exhibit Filing (Nov 20, 2024)

Vulcan Materials Company (VMC) filed this Form 8-K on November 20, 2024 to file exhibits in connection with its issuance of three series of senior notes under its automatic shelf registration statement on Form S-3 (File No. 333-277793). The notes issued on November 20, 2024 consist of $500 million aggregate principal amount of 4.950% Senior Notes due 2029, $750 million aggregate principal amount of 5.350% Senior Notes due 2034, and $750 million aggregate principal amount of 5.700% Senior Notes due 2054. The filing's exhibits document the transaction's legal framework. These include an Underwriting Agreement dated November 18, 2024 with Truist Securities, Inc., Wells Fargo Securities, LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC and U.S. Bancorp Investments, Inc. as representatives of the several Underwriters, and an Eleventh Supplemental Indenture dated November 20, 2024 with Regions Bank, as Trustee. An opinion of Womble Bond Dickinson (US) LLP is also filed as Exhibit 5.1, with its consent included in Exhibit 23.1. For investors, the filing is primarily a debt financing disclosure. It states the aggregate principal amount of $2.0 billion across the three tranches, with maturities in 2029, 2034 and 2054. The filing itself does not describe the use of proceeds, the company's financial results, or other operating information.

Nov 20, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

Vulcan Materials 8-K Report, Material Agreement (Nov 4, 2024)

On November 4, 2024, Vulcan Materials Company entered into a credit agreement with Truist Bank, as administrative agent, providing a $2.0 billion 2-year delayed draw term loan facility. The filing states the facility will be used, among other things, to fund the previously announced acquisition of Wake Stone Corporation. The credit agreement contains customary representations, warranties, covenants and events of default, with a primary negative covenant limiting secured debt and a financial covenant setting a maximum debt to EBITDA ratio of 3.50 to 1.00 (or 4.00 to 1.00 for four fiscal quarters ending after the consummation of certain material acquisitions). Borrowings bear interest at Adjusted Term SOFR plus a margin of 1.000% to 1.625%, or at a base rate plus a margin of 0.000% to 0.625%, with margins based on the company's credit ratings. On the same date, Vulcan entered into a Fifth Amendment to its September 10, 2020 revolving credit agreement with Truist Bank, as administrative agent. The amendment extends the revolver's maturity date from August 8, 2027 to November 4, 2029, with two one-year extension options. As of the filing date, the net amount available for borrowing under the revolving facility was approximately $1,504.8 million, reflecting $95.2 million of utilization supporting outstanding standby letters of credit. Proceeds may be used for general corporate purposes. Taken together, the filing shows Vulcan adding a $2.0 billion committed term loan to support a pending acquisition while lengthening the maturity of its existing revolving credit capacity. Investors would note the leverage covenant and the pricing grid tied to credit ratings as key terms governing the new borrowing.

Nov 4, 2024 8-K

Vulcan Materials 8-K Report, Financial Results (Oct 30, 2024)

Vulcan Materials Company (NYSE: VMC) reported third-quarter 2024 results on October 30, 2024, in a press release furnished as Exhibit 99.1. Total revenues were $2,003.9 million, down from $2,185.8 million a year earlier, and net earnings attributable to Vulcan were $207.6 million versus $276.5 million. Diluted earnings per share from continuing operations were $1.57 compared with $2.09, while adjusted diluted EPS from continuing operations was $2.22 compared with $2.29. Adjusted EBITDA was $580.6 million, versus $602.2 million in the prior-year quarter. Management attributed the weaker results to lower aggregates shipments of 57.7 million tons (down from 64.0 million) and harsh weather, including rainfall in July and hurricanes and severe storms in August and September. An $87 million pretax goodwill write-off for concrete assets in Northern California also weighed on results. Pricing and unit profitability were stronger. Freight-adjusted aggregates selling prices rose to $21.27 per ton from $19.31, and aggregates cash gross profit per ton improved to $10.89 from $9.92. Asphalt cash gross profit was $72.2 million, and the company's total debt to trailing-twelve-month Adjusted EBITDA ratio was 1.7 times, below its 2.0 to 2.5 times target range. Capital expenditures were $402 million year to date. The company also announced an agreement to acquire Wake Stone Corporation, which it expects to close in the fourth quarter of 2024, subject to customary closing conditions. Management lowered its full-year 2024 Adjusted EBITDA expectation to approximately $2 billion, citing the shipment decline and fourth-quarter weather. For 2025, it expects aggregates prices to rise by high-single digits, cash gross profit per ton to grow at double-digit levels, and volume growth to follow improving demand.

Oct 30, 2024 8-K

Vulcan Materials 8-K Report, Corporate Update (Sep 26, 2024)

Vulcan Materials Company (NYSE: VMC) announced on September 26, 2024 that it has entered into a definitive agreement to acquire Wake Stone Corporation, described as a leading pure-play aggregates supplier in the Carolinas. Vulcan describes itself in the release as the nation's largest producer of construction aggregates. The company states the acquisition is value-enhancing and is expected to provide more than 60 years of quality hard rock reserves in attractive high-growth geographies, most notably Raleigh, North Carolina. Management characterized the deal as consistent with Vulcan's aggregates-led growth strategy of expanding its reach into more high-growth regions in the United States. Chairman and CEO Tom Hill said Wake Stone, established in 1970, shares many of the same values as Vulcan, and cited the Vulcan Way of Selling and Vulcan Way of Operating disciplines as central to compounding profitability and integrating new operations. The transaction is expected to close later in 2024, subject to customary closing conditions. The filing does not disclose the purchase price, financing terms, or financial results of Wake Stone. The release contains forward-looking statements, including risks around completing the transaction on the anticipated timeline, integration, and transaction costs.

Sep 26, 2024 8-K

Vulcan Materials 8-K Report, Financial Results (Aug 6, 2024)

Vulcan Materials Company furnished a press release (Exhibit 99.1) under Item 2.02 reporting results for the second quarter ended June 30, 2024. Second-quarter total revenues were $2,014 million, compared with $2,113 million a year earlier. Net earnings attributable to Vulcan were $308 million, versus $309 million, and Adjusted EBITDA rose to $603 million from $595 million. Adjusted diluted EPS from continuing operations was $2.35, compared with $2.29. Management attributed the results to Aggregates pricing and operational execution, which offset significant rainfall that reduced shipments. Aggregates shipments decreased 5 percent, while freight-adjusted selling prices increased 12 percent and cash gross profit per ton improved 12 percent to $10.92. Management revised its 2024 outlook for Aggregates volume and cost. It now expects total shipments to decline 4 to 7 percent and freight-adjusted price to improve 10 to 12 percent. It projects Adjusted EBITDA between $2.00 and $2.15 billion and net earnings attributable to Vulcan of $0.95 to $1.07 billion. Total debt to trailing-twelve-months Adjusted EBITDA was 1.7 times at June 30, 2024, below the company's 2.0 to 2.5 times target range. During the quarter, the company returned $111 million to shareholders through $50 million of stock repurchases and $61 million of dividends.

Aug 6, 2024 8-K

Shareholder Matters

Vulcan Materials 8-K Report, Shareholder Vote Results (May 13, 2024)

Vulcan Materials Company held its annual meeting of shareholders on May 10, 2024. Of the 132,271,661 shares of common stock eligible to vote, 121,503,401 were represented in person or by proxy, which the filing states constituted a quorum. The filing reports the final results of three shareholder proposals, each described in the Company's 2024 definitive proxy statement filed March 25, 2024. Shareholders elected four directors, Thomas A. Fanning, J. Thomas Hill, Cynthia L. Hostetler and Richard T. O'Brien, to three-year terms expiring in 2027. Fanning received 113,373,513 votes for and 1,601,910 against, while Hostetler received 108,957,727 votes for and 5,977,199 against. Shareholders also approved, on an advisory basis, the compensation of the named executive officers, with 111,616,935 votes for, 3,311,994 against and 97,365 abstentions. Shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2024, with 117,778,241 votes for, 3,694,671 against and 30,489 abstentions. The filing reports broker non-votes of 6,477,107 on the director election and say-on-pay proposals, and does not report broker non-votes for the auditor ratification.

May 13, 2024 8-K

Vulcan Materials 8-K Report, Mine Safety Disclosure (May 3, 2024)

Vulcan Materials Company (VMC) filed this Current Report under Item 1.04 (Mine Safety) to disclose an imminent danger order issued by the Mine Safety and Health Administration (MSHA) on May 1, 2024. The order was issued under section 107(a) of the Federal Mine Safety and Health Act of 1977 to Vulcan Construction Materials, LLC, a Company subsidiary, at its Searcy Quarry in Judsonia, Arkansas. The order was issued to remove an employee observed on top of the body of a drill at a height over seven feet without fall protection. The filing states that no injuries occurred and that the Company took corrective action with respect to the incident.

May 3, 2024 8-K

Vulcan Materials 8-K Report, Financial Results (May 2, 2024)

Vulcan Materials Company reported first-quarter 2024 results for the quarter ended March 31, 2024, as furnished in Exhibit 99.1 to this Form 8-K. Total revenues were $1.55 billion, compared with $1.65 billion a year earlier, and net earnings attributable to Vulcan were $103 million versus $121 million. Adjusted EBITDA was $323 million versus $338 million, and diluted earnings per share from continuing operations were $0.78 versus $0.92. Management attributed the results to solid execution despite challenging weather, with aggregates freight-adjusted sales price per ton up to $20.59 from $18.69 and aggregates cash gross profit per ton up 10 percent to $8.86. Aggregates shipments fell to 48.1 million tons from 51.8 million tons. On a trailing-twelve-month basis, total revenues were $7.68 billion, Adjusted EBITDA was $1.997 billion, and return on invested capital was 16.3 percent, a 260 basis point improvement. The company used $550 million of cash on hand to redeem its 2026 notes during the quarter. Total debt was $3.33 billion, equal to 1.7 times TTM Adjusted EBITDA, or 1.5 times on a net basis. Cash and cash equivalents were $292.4 million at March 31, 2024, down from $931.1 million at December 31, 2023. Management reaffirmed its full-year outlook, targeting Adjusted EBITDA of $2.15 to $2.30 billion, which it described as the fourth consecutive year of double-digit growth. The company expects capital expenditures of $625 to $675 million for 2024, and it returned $81 million to shareholders in the quarter through $19 million of buybacks and $62 million of dividends.

May 2, 2024 8-K

Vulcan Materials 8-K Report, Corporate Update (Feb 20, 2024)

Vulcan Materials Company (NYSE: VMC) filed this Form 8-K on February 20, 2024 to report that on that same date it elected to redeem all of the $550 million aggregate principal amount of its outstanding 5.800% notes due 2026 (CUSIP No. 929160BA6). Regions Bank, acting as trustee and paying agent under the indenture governing the notes, mailed a notice of redemption to the record holders on February 20, 2024. The redemption is scheduled to occur on March 1, 2024. The filing is brief and reports no financial results, guidance, or other operational developments. Its significance for investors is limited to a debt-management action: retiring the full $550 million of 5.800% notes ahead of their 2026 maturity. The filing does not state the funding source for the redemption, the redemption price, or any effect on the company's financial position.

Feb 20, 2024 8-K

Vulcan Materials 8-K Report, Financial Results (Feb 16, 2024)

Vulcan Materials Company (NYSE: VMC) reported fourth-quarter and full-year 2023 results on February 16, 2024, as furnished in Exhibit 99.1 to this Form 8-K. For full-year 2023, total revenues were $7,781.9 million (versus $7,315.2 million in 2022), gross profit was $1,948.5 million, and net earnings attributable to Vulcan were $933.2 million (versus $575.6 million). Adjusted EBITDA was $2,011.3 million, and diluted earnings per share from continuing operations were $7.06 (versus $4.45). Fourth-quarter net earnings attributable to Vulcan were $227.5 million, and fourth-quarter diluted EPS from continuing operations was $1.72, compared with $0.91 a year earlier. Management described the Aggregates segment as the main driver, with fourth-quarter Aggregates gross profit per ton of $7.67 and cash gross profit per ton of $9.92. Cash generation and balance sheet highlights include $1,536.8 million of net cash provided by operating activities for 2023, cash and cash equivalents of $931.1 million at year-end, and a total debt to Adjusted EBITDA ratio of 1.9 times (1.5 times on a net debt basis). During 2023 the company returned $428 million to shareholders through $200 million of share repurchases and $228 million of dividends. It also completed the sale of its Texas concrete operations for cash proceeds of $485 million and deployed $204 million for strategic aggregates reserves in California, North Carolina and Texas. For 2024, management expects Aggregates shipments of flat to down 4 percent from 234.3 million tons, freight-adjusted price improvement of 10 to 12 percent, and Adjusted EBITDA between $2.15 and $2.30 billion. Projected net earnings attributable to Vulcan are $1.07 to $1.19 billion, and capital expenditures for maintenance and growth projects are expected at $625 to $675 million.

Feb 16, 2024 8-K

Vulcan Materials 8-K Report, Financial Results (Oct 26, 2023)

Vulcan Materials Company (NYSE: VMC) reported third-quarter 2023 results on October 26, 2023, furnished as Exhibit 99.1 to this Form 8-K. Third-quarter total revenues were $2,186 million versus $2,088 million a year earlier, gross profit rose to $591 million from $493 million, and net earnings attributable to Vulcan were $276 million compared with $177 million. Diluted earnings from continuing operations were $2.09 per share versus $1.33. Adjusted EBITDA reached $602 million for the quarter, versus $507 million in the prior-year quarter, and $1,535 million year-to-date versus $1,251 million. The Aggregates segment drove results. Aggregates cash gross profit per ton rose to $9.92 in the quarter from $8.41, and freight-adjusted sales prices increased 15 percent, or $2.50 per ton, while aggregates shipments decreased 2 percent. Asphalt gross profit more than doubled to $56 million from $30 million, and concrete gross profit was $26 million. Management raised its full-year 2023 Adjusted EBITDA expectation to $1.95 to $2.00 billion and guided to capital expenditures of $600 to $650 million for maintenance and growth projects. The company also began deploying capital for strategic land purchases in California, North Carolina and Texas, spending $173 million in the quarter. Balance sheet metrics were stable. Total debt to trailing-twelve-month Adjusted EBITDA was 2.0 times (1.8 times on a net debt basis), and return on invested capital was 15.4 percent. The company is finalizing an agreement to dispose of its Texas concrete assets, which were classified as held for sale and resulted in a pre-tax charge of $28 million ($21 million after-tax). Management also said it expects 2024 to bring another year of earnings growth.

Oct 26, 2023 8-K

Leadership ChangesExhibits & Filings

Vulcan Materials 8-K Report, Mine Safety Disclosure (Oct 24, 2023)

Vulcan Materials Company (VMC) filed this Current Report on Form 8-K under Item 1.04 (Mine Safety) to disclose a mine safety enforcement action at one of its operations. On October 19, 2023, Vulcan Construction Materials, LLC, a subsidiary of the Company, received an imminent danger order from the Mine Safety and Health Administration (MSHA) under section 107(a) of the Federal Mine Safety and Health Act of 1977 at its Bartlett Underground Quarry in Bartlett, Illinois. The order was issued to remove a customer truck driver who was observed standing in the bed of his truck without fall protection while attempting to level a load of aggregate material. The filing states that no injuries occurred and that the Company took corrective action with respect to the incident. For investors, the disclosure is limited in scope and reports a safety-related regulatory order rather than a financial or operational change. The filing does not describe any financial impact, penalties, or effects on operations.

Oct 24, 2023 8-K

Vulcan Materials 8-K Report, Executive Changes (Sep 20, 2023)

On September 20, 2023, Vulcan Materials Company (NYSE: VMC) announced senior leadership changes effective immediately. Thompson S. Baker II, previously Chief Operating Officer, was elected President. He will continue to lead enterprise-wide strategic initiatives and advise the Senior Leadership Team, reporting to J. Thomas Hill, Chairman and Chief Executive Officer. His base salary was increased to $800,000, with no changes to his bonus targets under the Executive Incentive Plan and 2016 Omnibus Long-Term Incentive Plan. Ronnie A. Pruitt, previously Senior Vice President of the Southwest and Western Divisions, was promoted to Chief Operating Officer and will report to Mr. Hill. His base salary was increased to $700,000, and his EIP and LTIP targets were increased to 100% and 290%, respectively, of base salary. Mr. Pruitt joined the company through the August 2021 acquisition of U.S. Concrete, Inc. The company stated that the changes support its two-pronged strategy of enhancing its core and expanding its reach, and that succession planning is an ongoing Board focus. The filing attaches a press release dated September 20, 2023 describing these changes.

Sep 20, 2023 8-K

Vulcan Materials 8-K Report, Financial Results (Aug 3, 2023)

Vulcan Materials Company (NYSE: VMC) reported second-quarter 2023 results for the quarter ended June 30, 2023, per a press release furnished as Exhibit 99.1 to this Form 8-K. Total revenues were $2,112.9 million (versus $1,954.3 million a year earlier), gross profit was $583.3 million, and net earnings attributable to Vulcan were $308.6 million, or $2.31 per diluted share, compared with $187.3 million in the prior-year quarter. Adjusted EBITDA rose to $595.3 million from $450.2 million. Management attributed the improvement to strong aggregates pricing, with freight-adjusted selling prices up 15 percent, and to a 9 percent pricing increase and 16 percent shipment growth in the Asphalt segment. Aggregates shipments decreased 1 percent in the quarter. For full-year 2023, management raised its outlook. Adjusted EBITDA is now expected between $1.9 and $2.0 billion, which the company said is an increase of $150 million versus its initial February expectations. Net earnings attributable to Vulcan are projected at $855 to $935 million, and aggregates shipments are expected to fall 1 to 4 percent from 236.3 million tons in 2022. Management also expects approximately $200 million of opportunistic land purchases for strategic reserves in California, North Carolina and Texas, and capital expenditures of $600 to $650 million for maintenance and growth projects. Balance sheet and capital returns remained solid. As of June 30, 2023, total debt was $3,873.7 million, the ratio of total debt to trailing-twelve-months Adjusted EBITDA was 2.1 times (2.0 times on a net debt basis), and trailing-twelve-month return on invested capital was 14.7 percent. In the quarter, the company paid $57 million in dividends and repurchased $50 million of common stock.

Aug 3, 2023 8-K

Shareholder Matters

Vulcan Materials 8-K Report, Shareholder Vote Results (May 15, 2023)

Vulcan Materials Company held its annual meeting of shareholders on May 12, 2023, as reported in this Form 8-K under Item 5.07. Of the 133,056,905 shares eligible to vote, 120,132,536 were represented in person or by proxy, which constituted a quorum. The filing states that all matters described in the Company's 2023 definitive proxy statement, filed March 27, 2023, were approved by shareholders. Shareholders elected four directors to three-year terms expiring in 2026: Melissa H. Anderson, O. B. Grayson Hall, Jr., James T. Prokopanko, and George Willis. Lydia H. Kennard was elected to a two-year term expiring in 2025. Prokopanko received the most against votes among the director nominees, at 12,015,683. Shareholders approved, on an advisory basis, the compensation of the named executive officers, with 111,422,851 votes for and 2,974,383 against. Shareholders also selected a one-year frequency for future advisory say-on-pay votes, with 112,405,503 votes, and the Company stated it will hold these votes annually until the next frequency vote, no later than the 2029 annual meeting. Shareholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2023, with 116,864,489 votes for and 3,247,364 against.

May 15, 2023 8-K

Vulcan Materials 8-K Report, Financial Results (May 4, 2023)

Vulcan Materials Company (NYSE: VMC) reported first-quarter 2023 results for the quarter ended March 31, 2023, in a press release furnished as Exhibit 99.1 to this Form 8-K. Total revenues rose to $1.649 billion from $1.541 billion, gross profit increased to $302 million from $269 million, and net earnings attributable to Vulcan were $121 million versus $92 million a year earlier. Adjusted EBITDA was $338 million compared with $294 million, and earnings from continuing operations per diluted share were $0.92 versus $0.70. The Aggregates segment drove the improvement: freight-adjusted sales prices rose 20 percent to $18.67 per ton, and cash gross profit per ton improved 23 percent to $8.02, even as aggregates shipments decreased 2 percent to 51.7 million tons. Management raised its full-year 2023 earnings outlook, now expecting net earnings attributable to Vulcan of $815 to $895 million and Adjusted EBITDA of $1.850 to $1.950 billion, and it expects aggregates freight-adjusted price growth of approximately 15 percent. Management cautioned that full-year shipments will depend on the depth of the decline in residential construction and the timing of highway starts. Concrete was weaker, with shipments down 30 percent and a segment gross loss of $2 million, partly reflecting the divestiture of its New York, New Jersey and Pennsylvania operations. Balance-sheet metrics were stable. Total debt to trailing-twelve-months Adjusted EBITDA was 2.3 times (2.2 times net of cash), within the company's stated long-term target range of 2.0 to 2.5 times, and return on average invested capital was 13.7 percent on a trailing-twelve-months basis. Capital expenditures were $113 million in the quarter, and the company expects 2023 capital spending of $600 to $650 million.

May 4, 2023 8-K

Exhibits & Filings

Vulcan Materials 8-K Report, Exhibit Filing (Mar 3, 2023)

Vulcan Materials Company (VMC) filed this Current Report on Form 8-K in connection with the issuance of $550 million aggregate principal amount of 5.800% Notes due 2026, issued on March 3, 2023 under its automatic shelf registration statement on Form S-3 (File No. 333-254226). The filing is an exhibit-only notice under Item 9.01 and contains no narrative discussion of results, operations or strategy. The filed exhibits include an Underwriting Agreement dated February 27, 2023 with BofA Securities, Inc. and Truist Securities, Inc. acting as representatives of the several Underwriters, and a Tenth Supplemental Indenture dated March 3, 2023 with Regions Bank, as Trustee. An opinion of Womble Bond Dickinson (US) LLP (Exhibit 5.1) and its consent (Exhibit 23.1) are also filed, along with the Inline XBRL cover page data (Exhibit 104). For investors, the key takeaway is the new $550 million senior debt issuance carrying a 5.800% coupon and a 2026 maturity, which adds to the company's outstanding debt obligations. The filing itself does not state the use of proceeds or any other terms beyond those listed.

Mar 3, 2023 8-K

Vulcan Materials 8-K Report, Mine Safety Disclosure (Feb 17, 2023)

Vulcan Materials Company (VMC) filed this Current Report on Form 8-K under Item 1.04, Mine Safety, to disclose an imminent danger order issued by the Mine Safety and Health Administration (MSHA). The order was issued on February 16, 2023, by MSHA under section 107(a) of the Federal Mine Safety and Health Act of 1977 at the company's Macon Quarry in Macon, Georgia, after a customer truck driver was observed climbing into the bed of his truck. The order required removal of the driver from the site. The filing states that no injuries occurred, that the company took corrective action with respect to the incident, and that no Company employees were involved. The filing contains no financial results, guidance, or other financial information. For investors, the filing is a limited operational safety disclosure. It reports a regulatory enforcement action at one quarry with no injuries and no stated employee involvement, and it does not describe any financial impact.

Feb 17, 2023 8-K

Corporate ChangesExhibits & Filings

Vulcan Materials 8-K Report, Financial Results (Feb 16, 2023)

Vulcan Materials Company (NYSE: VMC) reported results for the fourth quarter and full year ended December 31, 2022, in a press release furnished as Exhibit 99.1 to this Form 8-K. For full year 2022, total revenues were $7.315 billion, up from $5.552 billion in 2021, gross profit was $1.558 billion, and net earnings attributable to Vulcan were $576 million, compared with $671 million in 2021. Adjusted EBITDA was $1.626 billion for 2022 versus $1.451 billion in 2021, and full-year adjusted diluted EPS from continuing operations was $5.11 versus $5.04. Fourth-quarter results were weighed on by wet and cold weather and some softening in single-family residential demand. Aggregates shipments declined 6 percent in the quarter, while freight-adjusted pricing rose 14 percent, and aggregates cash gross profit per ton rose 11 percent. For 2023, management expects total aggregates shipments to decline 2 to 6 percent and freight-adjusted price growth of 11 to 13 percent. It projects net earnings attributable to Vulcan of $715 to $835 million, Adjusted EBITDA of $1.725 to $1.875 billion, and capital expenditures of $600 to $650 million. Total debt to trailing-twelve-months Adjusted EBITDA was 2.4 times at year-end 2022, down from 2.7 times, and management remains committed to a long-term target range of 2.0 to 2.5 times. The filing also notes the fourth-quarter divestiture of concrete operations in New York, New Jersey and Pennsylvania, and the May 2022 shutdown of the company's Mexico operations by the Mexican government.

Feb 16, 2023 8-K

Vulcan Materials 8-K Report, Bylaw Amendment (Dec 12, 2022)

Vulcan Materials Company (VMC) filed this Form 8-K on December 12, 2022 to report an amendment to its Amended and Restated By-Laws, adopted by the Board of Directors on December 9, 2022. The filing is a governance update rather than a financial disclosure; it does not report results, financial statements, or new financial figures. The amended By-Laws make several changes to shareholder nomination procedures, including enhanced procedural mechanics and disclosure requirements that address Rule 14a-19 under the Securities Exchange Act of 1934. Nomination disclosures in a shareholder's notice and in a proposed nominee's questionnaire, representation and agreement must now be accurate as of the record date and as of ten business days before the shareholders' meeting. Shareholders soliciting proxies must use a proxy card color other than white, which is reserved for exclusive use by the Board. The By-Laws also update the procedures for appointing Company officers to reflect the development of the Company's governance practices, and include various ministerial and conforming changes, including changes in furtherance of gender neutrality. The full text of the amended By-Laws is filed as Exhibit 3.1.

Dec 12, 2022 8-K

Regulation FDExhibits & Filings

Vulcan Materials 8-K Report, Financial Results (Nov 2, 2022)

Vulcan Materials Company (NYSE: VMC) furnished a press release reporting results for the quarter ended September 30, 2022. Total revenues rose 38 percent to $2,088.3 million, driven by double-digit growth in legacy operations and acquired operations. Gross profit increased $99 million, or 25 percent, to $493 million, and Adjusted EBITDA increased 21 percent to $507 million. Earnings from continuing operations attributable to Vulcan were $178 million, or $1.33 per diluted share, which included a net after-tax loss of $59 million of non-routine items; excluding those items, diluted EPS was $1.78. Aggregates pricing rose 12 percent on a reported and mix-adjusted basis, and aggregates shipments rose 9 percent (3 percent on a same-store basis). Non-aggregates gross profit increased $35 million, while higher energy-related costs of $67 million weighed on results. Non-routine items included a pretax loss of $68 million on concrete assets in New York, New Jersey and Pennsylvania classified as held for sale, with the disposition expected to close in the fourth quarter subject to regulatory approvals, and a pretax gain of $24 million on the sale of California real estate. The company reported total debt to trailing-twelve-months Adjusted EBITDA of 2.6 times, within its stated long-term target range of 2.0 to 2.5 times on a net basis at 2.5 times. Management raised its full-year 2022 Adjusted EBITDA expectation to $1.640 to $1.680 billion and expects capital expenditures of $600 to $650 million for the full year.

Nov 2, 2022 8-K

Vulcan Materials 8-K Report, Regulation FD Disclosure (Sep 29, 2022)

Vulcan Materials Company (VMC) furnished a slide presentation used at its September 29, 2022 Investor Day as Exhibit 99.1 to this Form 8-K under Item 7.01 (Regulation FD Disclosure). The filing itself contains no new financial results, transactions, or guidance beyond the presentation's content, and the exhibit is furnished rather than filed for Section 18 purposes. The presentation positions the company around aggregates, which the filing states account for 92% of gross profit on a trailing-twelve-month basis ending June 30, 2022, versus 8% for asphalt and concrete. It cites $1.55 billion in trailing-twelve-month adjusted EBITDA (a non-GAAP measure, with an 11% CAGR since 2017), $7.45 per ton in aggregates cash gross profit, more than 400 active aggregates operations in 22 states, and 15.6 billion tons of aggregates reserves. Net debt to adjusted EBITDA is stated as 2.5x, with a weighted-average debt maturity of 11.4 years and a weighted-average interest rate of 3.9%. For the forward view, the presentation sets 2022 Investor Day targets for aggregates tons of 230 to 240 million and cash gross profit per ton of approximately $8 (compared with $9 in the 2019 goal), and an EBITDA target that was $1.7 billion in 2022 versus a $2.0 billion EBITDA goal in 2019. It also points to infrastructure funding under the Infrastructure Investment and Jobs Act, including $853 billion in guaranteed funding, and sets goals for safety, emissions reduction, and capital allocation priorities led by operating capital, growth capital, dividends, and share repurchases.

Sep 29, 2022 8-K

Financial EventsOther EventsExhibits & Filings

Vulcan Materials 8-K Report, Financial Obligation (Aug 9, 2022)

Vulcan Materials Company (VMC) entered into a Fourth Amendment to its credit agreement on August 8, 2022, with Truist Bank as administrative agent. The amendment increases revolving loan commitments from $1.0 billion to $1.6 billion, extends the maturity date from September 10, 2026 to August 8, 2027, and gives the company the option to seek an amendment incorporating environmental, social, and governance metrics into the unused fee and borrowing spread. As of the filing date, the net amount available for borrowing is approximately $1.397 billion, after $125.0 million of borrowings and $78.1 million supporting outstanding standby letters of credit. On the same date, the company established a $1.6 billion commercial paper program under which it may issue unsecured commercial paper notes with maturities from one day to 397 days, sold at a discount from par or at par. The company intends to use the net proceeds for general corporate purposes, and the program is backed by the expanded revolving credit facility. As of the filing date, no commercial paper notes had been issued. For investors, the filing reflects a larger and longer-dated liquidity backstop together with a new short-term funding source. The filing does not describe the reasons for these changes beyond general corporate purposes, and it notes that certain lenders and their affiliates provide other banking and financial services to the company for customary fees.

Aug 9, 2022 8-K

Leadership ChangesExhibits & Filings

Vulcan Materials 8-K Report, Financial Results (Aug 4, 2022)

Vulcan Materials Company (NYSE: VMC) reported second-quarter 2022 results for the quarter ended June 30, 2022, as furnished in Exhibit 99.1 to this Form 8-K. Total revenues were $1,954.3 million versus $1,361.0 million a year earlier, and gross profit rose to $446.2 million from $398.4 million. Earnings attributable to Vulcan from continuing operations were $1.50 per diluted share, and Adjusted EBITDA was $450.2 million, up from $406.0 million. Net earnings attributable to Vulcan were $187.3 million, compared with $195.3 million in the prior-year quarter. The company attributed growth to aggregates pricing, with freight-adjusted aggregates pricing up 9 percent (10 percent mix-adjusted), and to the contribution of U.S. Concrete (USCR) operations acquired in August 2021. Management updated its 2022 outlook, now projecting net earnings attributable to Vulcan of $680 to $760 million and Adjusted EBITDA of $1.60 to $1.70 billion. The guidance incorporates higher energy-related cost inflation and the previously disclosed $80 to $100 million EBITDA impact of the shutdown of its Mexico operations for the balance of 2022. The company expects aggregates freight-adjusted price increases of 9 to 11 percent for the year and full-year capital expenditures of $600 to $650 million. Total debt to trailing-twelve-months Adjusted EBITDA was 2.6 times, within the company's stated long-term target range of 2.0 to 2.5 times on a total debt basis, which the company says it remains committed to. The Mexico operations were shut down on May 5, 2022, and the company filed a NAFTA arbitration ancillary claim tied to the shutdown; the tribunal granted the application on July 11, 2022, and a decision is expected no earlier than 2023. Management also highlighted aggregates cost pressures, including $32 million of higher diesel fuel costs in the quarter, and $74 million of higher energy-related costs across the company compared with the prior-year quarter.

Aug 4, 2022 8-K

Vulcan Materials 8-K Report, Executive Changes (Jul 11, 2022)

Vulcan Materials Company (NYSE: VMC) filed this Form 8-K on July 11, 2022 to report the election of Lydia H. Kennard to its Board of Directors, effective July 11, 2022. The Board elected Ms. Kennard on July 8, 2022. She currently serves as President and CEO of KDG Construction Consulting and Quality Engineering Solutions, and is a founding principal of KDG Aviation, LLC. The filing states that she was appointed to the Audit Committee and the Safety, Health and Environmental Affairs Committee, and that the Board has determined she is independent under SEC and NYSE rules. The filing describes Ms. Kennard's compensation as the director fees and stock-based compensation previously disclosed in the company's 2022 proxy statement. She will stand for re-election at the 2023 Annual Meeting of Shareholders. The filing states there are no arrangements or understandings under which she was selected, and no material interest in any related-party transaction under Item 404(a) of Regulation S-K. According to the attached press release (Exhibit 99.1), the company describes itself as the nation's largest producer of construction aggregates and says the board will have eleven independent directors out of twelve members following the addition. The press release also notes that Ms. Kennard serves on the boards of AECOM, Freeport-McMoRan, Inc., and Prologis, Inc.

Jul 11, 2022 8-K

Regulation FDExhibits & Filings

Vulcan Materials 8-K Report, Regulation FD Disclosure (May 16, 2022)

Vulcan Materials Company (NYSE: VMC) furnished a Form 8-K under Item 7.01 (Regulation FD Disclosure) to provide an update on its Mexico operations, via a press release dated May 13, 2022 (Exhibit 99.1, furnished and not deemed filed under Section 18 of the Exchange Act). The company said the Mexican government has suspended the three-year customs permit granted in March 2022 to its Mexican subsidiary and has begun a proceeding that could result in revocation, with a decision to maintain or revoke expected within weeks. The company states that absent this permit, no export or import operations of any kind may be conducted by any entity at the port terminal it operates under a concession valid through 2037, effectively shutting down operations of SAC TUN in Quintana Roo, Mexico. The company describes the actions, along with a May 5 shutdown order to cease underwater quarrying and extraction, as arbitrary and illegal, and says it has sought injunctive relief in Mexico that would allow resumption of normal operations if granted and complied with. Vulcan estimates that if it is unable to fully operate in Mexico for the balance of 2022, the potential EBITDA impact would range from $80 million to $100 million, approximating 5% of its Adjusted EBITDA guidance of $1.720-$1.820 billion for 2022. The company also notes an ongoing NAFTA arbitration with Mexico, with a hearing held in July 2021 and a decision expected in the second half of 2022, which may be delayed if the tribunal accepts a request to hear new NAFTA violations related to Mexico's latest measures.

May 16, 2022 8-K

Shareholder Matters

Vulcan Materials 8-K Report, Shareholder Vote Results (May 16, 2022)

Vulcan Materials Company (VMC) filed this Form 8-K to report the results of its annual meeting of shareholders held on May 13, 2022. Of 132,894,206 shares eligible to vote, 120,421,270 were represented in person or by proxy, constituting a quorum. The filing states that the matters were described in the company's 2022 definitive proxy statement filed on March 28, 2022. Shareholders elected David P. Steiner, Kathleen L. Quirk, and Lee J. Styslinger, III to three-year terms expiring in 2025. Steiner received 103,420,106 votes for against 11,212,888 against, a notably weaker result than the other two nominees, who received 111,744,025 (Quirk) and 110,650,236 (Styslinger) votes for. Shareholders also approved the advisory say-on-pay vote on named executive officer compensation, with 110,635,992 shares voted for and 4,118,878 against. The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2022 was ratified, with 116,444,697 shares voted for and 3,944,834 against. For investors, the filing confirms routine shareholder approval of board composition, executive pay, and auditor selection. The filing contains no financial results, guidance, or transactions beyond these governance votes.

May 16, 2022 8-K

Vulcan Materials 8-K Report, Corporate Update (May 6, 2022)

Vulcan Materials Company (NYSE: VMC) filed this Form 8-K on May 6, 2022, reporting under Item 8.01 (Other Events) that on May 5, 2022, Mexican government officials presented local employees with shutdown orders to immediately cease underwater quarrying and extraction operations at its SAC TUN subsidiary in Quintana Roo, Mexico. The company states it strongly believes the action is illegal, that it has the necessary permits to operate, and that it intends to vigorously pursue all lawful avenues to protect its rights and resume normal operations. The company says it currently can export inventories readily available for shipment from the port, and that it received its routine three-year customs permit in March, enabling it to continue serving customers. Vulcan also notes it has quarried limestone legally in Mexico on land it owns for over 30 years. The release references an ongoing NAFTA arbitration with Mexico, initiated in late 2018, over Mexico's repudiation of an agreement to unlock a portion of Vulcan's aggregates reserves and the arbitrary shutdown of part of its quarrying operations. A hearing took place in July 2021, and a decision is expected in the second half of 2022. The filing does not quantify the financial impact of the shutdown orders. For investors, the key issues are the operational disruption at SAC TUN, the outcome of the NAFTA arbitration, and whether the company can resume operations or reach an amicable resolution with Mexican authorities.

May 6, 2022 8-K

Vulcan Materials 8-K Report, Financial Results (May 4, 2022)

Vulcan Materials Company reported first-quarter 2022 results for the quarter ended March 31, 2022, per Exhibit 99.1, a press release dated May 4, 2022. Total revenues increased 44 percent to $1.541 billion, driven by the addition of U.S. Concrete operations and price and volume growth in legacy businesses. Earnings attributable to Vulcan from continuing operations were $0.70 per diluted share, compared with $1.21 in the prior-year quarter, which included a $115 million pretax gain on a reclaimed quarry sale; excluding discrete charges, adjusted diluted EPS was $0.73. Adjusted EBITDA rose 20 percent to $294 million. Aggregates remained the core driver. Same-store aggregates pricing increased 6 percent (7 percent mix-adjusted), and aggregates gross profit rose $19 million, or 9 percent, to $243 million, despite $17 million of higher diesel fuel costs. Concrete gross profit increased to $28 million from $8 million, mostly from the U.S. Concrete contribution. Asphalt was roughly break-even with a $3 million gross profit loss, as price gains of 13 percent offset a 33 percent rise in liquid asphalt costs. Management reiterated full-year 2022 Adjusted EBITDA guidance of $1.72 to $1.82 billion and expects capital expenditures of $600 to $650 million. Total debt to trailing-twelve-month Adjusted EBITDA was 2.7 times (2.6 times net), above the stated long-term target range of 2.0 to 2.5 times, and return on invested capital was 14.0 percent.

May 4, 2022 8-K