VMCVulcan Materials Company

No new paragraphs in Risk Factors, or fewer than two 10-Ks to compare.

New in the latest 10-Q

14 paragraphs in the 10-Q filed Oct 29, 2026 with nothing like them in the 10-Q filed Jul 29, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.

Financial statements and notes

The IRA also enacted provisions under Internal Revenue Code Section 6418 allowing eligible taxpayers to transfer certain federal clean energy credits to third parties in exchange for cash consideration. In the third quarter of 2026, we purchased $ 53.8 million of energy investment tax credits from a third party which we will use to reduce our 2026 federal income tax liability. The purchase price discount for these purchased tax credits is recognized in income tax expense as a component of the EAETR.

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To address actual conditions, Vulcan and the EPA negotiated a replacement AOC for Remedial Design (“2026 AOC”). The 2026 AOC incorporates a new Statement of Work (“2026 SOW”) that provides a path to use the NHW and NHC systems, along with Vulcan’s RWQCB-approved on-site treatment system at the Hewitt Landfill, to achieve remedial action objectives. Specifically, the 2026 SOW contemplates an agreement between Vulcan and LADWP coordinating the operation of the on-site Hewitt remedy and LADWP’s well head treatment systems. The 2026 SOW also outlines a parallel task of evaluating an off-site remedy if an agreement cannot be achieved. The EPA, Vulcan, and LADWP continue to engage in a dialogue regarding the coordination of the systems. Currently estimable costs to begin evaluating an off-site remedy have been fully accrued. However, at this time, we cannot reasonably estimate a range of loss pertaining to the implementation of an off-site remedy.

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In October 2026, our Dutch subsidiaries, Vulcan International, B.V. and VGCM, B.V., on their own and on behalf of our Mexican subsidiaries, Calica and Rancho Piedra Caliza, S.A. de C.V., filed a Request for Arbitration against Mexico pursuant to Article 8 of the Agreement on Promotion, Encouragement and Reciprocal Protection of Investments between the Kingdom of the Netherlands and Mexico and the ICSID Convention. In this arbitration, we seek redress for new measures that Mexico took against us, our assets and our Mexican investments after NAFTA was no longer in force.

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ARO revisions during 2026 primarily relate to increases in estimated costs for reclamation activities required under a development agreement at an aggregates site on owned property in Southern California. The reclamation required under the development agreement will result in the restoration of previously mined property to conditions suitable for retail and commercial development.

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2. Present value of the $150.0 million receivable due December 2027 (see Note 16).

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2026 BUSINESS ACQUISITIONS - Through the nine months ended September 30, 2026, we acquired the following operations for total cash consideration of $ 290.6 million.

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The 2026 acquisitions above are reported in our consolidated financial statements as of their respective acquisition dates. None of these acquisitions were material to our results of operations either individually or collectively, and acquisition related expenses were immaterial. The fair value of consideration transferred for these 2026 acquisitions and the preliminary amounts (pending working capital adjustments and final appraisals of intangible assets and property, plant & equipment) of assets acquired and liabilities assumed are summarized below:

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in millions Fair Value of Purchase Consideration Cash $ 290.6 Identifiable Assets Acquired and Liabilities Assumed Accounts and notes receivable, net $ 2.7 Inventories 4.2 Other assets 8.3 Property, plant & equipment 249.1 Contractual rights in place 35.9 Asset retirement obligations (8.6) Other liabilities (1.3) Net identifiable assets acquired $ 290.3 Goodwill $ 0.3

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The carrying value of the major classes of assets and liabilities classified as held for sale were as follows:

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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.

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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.

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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.

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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.

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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.

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The 10-Q's risk factors against the 10-K

Item 1A of the 10-Q filed Oct 29, 2026 against Item 1A of the 10-K filed Feb 19, 2026. A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed. Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed, Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal (cut words struck through, new words highlighted and underlined). Text on the page, not a score; each links to the filing at sec.gov.

What the 10-Q itself says about its risk factors:
There were no material changes to the risk factors disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025.

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