VMCVulcan Materials Company

In December 2019, Finally, Honeywell agreed with LADWP to build operated a facility within the NHOU footprint that is responsible for groundwater contamination and, under an EPA agreement, will construct and operate a water treatment system. Honeywell’s system (often is often referred to by EPA as the Cooperative Containment Concept or CCC or the second interim remedy) that will provide treated groundwater in the NHOU to LADWP for public water supply purposes. remedy (2IR). Honeywell contends alleges that some of the contamination to be remediated by the treatment system it is building 2IR originated from the Hewitt Landfill and that Vulcan should fund some portion of the costs that Honeywell has incurred and will incur in developing and implementing the second interim remedy. During the fourth quarter of In 2021, we completed a partial an immaterial settlement was reached with Honeywell related to certain of the past costs that Honeywell has incurred for an immaterial amount. In March 2023, Honeywell filed a lawsuit against Vulcan and a third party alleging that Honeywell has incurred more than $11 million in costs to resolve its liability to the EPA and that it estimates that it will spend in excess of $100 million to construct and operate its water treatment system. Honeywell seeks an "equitable share of necessary response costs" from Vulcan and the third party, which claims indemnity from Vulcan. Discussions are ongoing with Honeywell regarding the reasonable costs Honeywell has incurred. We are also gathering and analyzing data and developing technical information to determine the extent of possible contribution by the Hewitt Landfill to the groundwater contamination in the area. Based on this technical information and recent settlement discussions, we have accrued an immaterial amount for our contribution of costs anticipated to be incurred by Honeywell. This work is also intended to assist in identification of other PRPs that may have contributed to groundwater contamination in the area.

2025 VERSUS 2024 VERSUS 2023 — Net cash used for investing activities was $2,814.9 $529.2 million during 2024, 2025, a $2,651.4 $2,285.7 million increase decrease compared to 2023. 2024. During 2024, we acquired businesses for $2,266.2 million of cash consideration million, whereas there were no business acquisitions in 2023. Additionally, proceeds from the sale of property, plant & equipment and businesses were down $653.3 million in 2024 from the prior year, which includes cash proceeds from the sale of our concrete operations in Texas and the collection of a note receivable related to the 2022 sale of concrete operations in New Jersey, New York and Pennsylvania (see Note 19 “Acquisitions and Divestitures” in Item 8 “Financial Statements and Supplementary Data” for further information). Partially offsetting these net increases to cash used for investing activities, during 2024, 2025. During 2025, we invested $603.5 $677.7 million in our existing operations (includes changes in accruals for property, plant & equipment), a $269.1 $74.2 million decrease increase compared to 2023. 2024. This $603.5 $677.7 million investment includes both maintenance and internal growth projects to enhance our distribution capabilities, develop new production sites and improve existing production facilities. Additionally, proceeds from the sale of property, plant & equipment and businesses were up $96.6 million in 2025 from the prior year, primarily due to the divestiture of our Texas asphalt and construction paving operations in the fourth quarter of 2025. For additional information on acquisitions and divestitures, see Note 19 “Acquisitions and Divestitures” in Item 8 “Financial Statements and Supplementary Data".

In December 2023, September 2025, the Financial Accounting Standards Board (FASB) FASB issued ASU 2023-09, “Income Taxes – 2025-06, "Targeted Improvements to Income Tax Disclosures,” the Accounting for Internal-Use Software," which requires disclosure of specific categories clarifies and disaggregation of information in modernizes the rate reconciliation table and expands disclosures accounting for costs related to income taxes paid. internal-use software. The standard removes software development project stages and requires companies to capitalize costs when both 1) management authorizes or commits to funding a software project and 2) it is probable that the project will be completed and the software will be used to perform the function intended. The new standard is effective for fiscal years beginning after December 15, 2024 2027 and is to can be applied prospectively. using either a prospective, modified or retrospective transition approach. We are assessing the effect of this ASU on our disclosures that will be included in our Form 10-K for the year ending December 31, 2025. consolidated financial statements and related disclosures.

We are dependent on information technology systems (our own and those of our service providers such as Amazon Web Services), providers), and these systems contain non-public data about our business, employees, suppliers and customers — The protection of our information technology systems and the data contained therein is critical to us. We leverage these systems and data to support the performance of our business processes, to enhance accuracy and security, and to improve productivity and analytics capabilities, among other uses. Additionally, we have started to assess and use artificial intelligence (AI) technology to drive further business value. We have a dedicated information security team that executes our information security program and routinely tests the security of our applications, networks, databases, etc. While we have security measures and technology in place designed to protect proprietary or classified information about our business, employees, suppliers and customers, there can be no assurance that our efforts will prevent all threats to our information technology systems (or those of our service providers). In addition, the rapid evolution and increased adoption of artificial intelligence AI and machine learning technologies may intensify our cybersecurity risks. Because the techniques used to obtain unauthorized access or sabotage information technology systems change frequently, become more sophisticated and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. The loss of use of information technology systems (whether ours or our service providers), regardless of the cause, could disrupt our business operations. The failure to keep secure the confidential and sensitive data about our business, employees, suppliers and customers (regardless of the reason for such failure) failure); identify or failure by us to resolve deficient, inaccurate or biased outputs from the use of AI; or comply with applicable laws, rules or regulations regulations, could expose us, our employees, suppliers and/or our customers to the misuse of such data and could damage our reputation, cause us to incur significant liability liability, and have a material adverse effect on our business, financial condition and results of operations.