8-K
Vulcan Materials CO (VMC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 10, 2025
VULCAN MATERIALS COMPANY
\(Exact name of registrant as specified in its charter\)
| New Jersey | 001-33841 | 20-8579133 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1200 Urban Center Drive
Birmingham, Alabama 35242
\(Address of principal executive offices\) \(zip code\)
(205) 298-3000
Registrant's telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425 |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which<br><br> <br>registered |
|---|---|---|
| Common Stock, $1 par value | VMC | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
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On October 10, 2025, following a comprehensive succession planning process, the Board of Directors (the “Board”) of Vulcan Materials Company (“Vulcan”), elected Ronnie A. Pruitt, who currently serves as Chief Operating Officer of Vulcan, as the next Chief Executive Officer of Vulcan, effective January 1, 2026. At that time, J. Thomas Hill will step down from his position as Chief Executive Officer and continue to serve on the Board as its Executive Chairman. Mr. Pruitt is also expected to be elected to the Board effective January 1, 2026.
Mr. Pruitt, 55, has served as Chief Operating Officer of Vulcan since September 2023. He previously served as Senior Vice President of the Southwest and Western Divisions of Vulcan. He joined Vulcan as part of Vulcan’s August 2021 acquisition of U.S. Concrete, Inc. He held various leadership roles at U.S. Concrete, including President and Chief Executive Officer from April 2020 to August 2021, President and Chief Operating Officer from April 2019 to April 2020, and Senior Vice President and Chief Operating Officer from October 2015 to April 2019. Prior to joining U.S. Concrete in 2015, he served as the Vice President of Cement Sales of Martin Marietta Materials, Inc. and held various positions at Texas Industries, Inc. Mr. Pruitt has no family relationships with any of Vulcan’s directors or executive officers, and there have been no related party transactions between Vulcan and Mr. Pruitt reportable under Item 404(a) of Regulation S-K.
The material terms of the compensation arrangements for Mr. Pruitt and Mr. Hill related to these transitions will be disclosed once they have been approved.
A copy of Vulcan’s press release announcing these transitions is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
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(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated October 13, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VULCAN MATERIALS COMPANY | |||
|---|---|---|---|
| Date: October 14, 2025 | By: | /s/ Denson N. Franklin III | |
| Name: | Denson N. Franklin III | ||
| --- | --- | ||
| Title: | Senior Vice President, General Counsel and Secretary |
Exhibit 99.1
| October 13, 2025<br><br> <br>FOR IMMEDIATE RELEASE<br><br> <br>Investor Contact: Mark Warren (205) 298-3220<br><br> <br>Media Contact: Janet Kavinoky (205) 298-3220 |
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VULCAN MATERIALS COMPANY ANNOUNCES CEO SUCCESSION PLAN
Board of Directors Names Ronnie Pruitt Chief Executive Officer Effective January 1, 2026
Tom Hill to Become Executive Chairman of the Board
Birmingham, Alabama – October 13, 2025 – Vulcan Materials Company (NYSE:VMC), the nation’s largest producer of construction aggregates, announced that its Board of Directors has named Ronnie Pruitt Chief Executive Officer, effective January 1, 2026.
At that time, he will also join the company’s Board of Directors. The company’s current Chairman and CEO, Tom Hill, will transition to the role of Executive Chairman of the Board. Mr. Hill and Mr. Pruitt have partnered closely to develop and implement the company’s strategy and will continue to work together to ensure a smooth transition of responsibilities.
“Ronnie is the ideal person to lead Vulcan’s future growth and innovation,” said Tom Hill. “He is an experienced executive with deep expertise across the strategic, operational and commercial areas of our business. Ronnie’s proven leadership and commitment to The Vulcan Way will ensure a seamless transition as he focuses on continuing to create value for our shareholders, customers and employees.”
“Ronnie Pruitt is the right leader to guide Vulcan into the future,” said Grayson Hall, lead independent director. “This leadership transition is the culmination of a thoughtful, thorough and structured succession planning process that was focused on maintaining our strategic direction as an aggregates-led business.”
Mr. Hall continued, “On behalf of the entire Board, I’d like to extend my gratitude to Tom for his distinguished service. We look forward to benefitting from his continued counsel in his role of Executive Chairman.”
Mr. Pruitt is a veteran of the building materials industry with over three decades of experience. He has a proven track record of driving commercial excellence and strengthening operational performance. As Vulcan’s Chief Operating Officer, Mr. Pruitt has delivered on the Company’s two-pronged, durable growth strategy, continuing to expand aggregates unit profitability and strategically shape the Company’s portfolio.
“I am honored to lead this exceptional company,” said Pruitt. “Vulcan is well positioned with outstanding talent, a commitment to disciplined capital allocation and a proven strategy. Under Tom’s leadership, Vulcan developed a continuous improvement culture, and I’m excited to leverage the opportunities ahead to drive value for our customers and shareholders.”
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October 13, 2025
FOR IMMEDIATE RELEASE
About Ronnie Pruitt
Ronnie Pruitt, 55, will become Chief Executive Officer of Vulcan Materials Company, the nation’s largest producer of construction aggregates—crushed stone, sand, and gravel—on January 1, 2026.
A veteran of the building materials industry with over three decades of experience, Mr. Pruitt has a proven track record of driving commercial excellence and strengthening operational performance throughout his career.
Since August 2023, Mr. Pruitt has served as Vulcan’s Chief Operating Officer (COO). In this role, he has been a key architect of Vulcan’s two-pronged Durable Growth strategy: Enhance Our Core and Expand Our Reach. He is also a champion of The Vulcan Way culture—emphasizing continuous improvement and disciplined decision-making—which guides the company’s clear strategic direction.
Mr. Pruitt began his career as an entrepreneur, and this spirit helps him drive innovation, anticipate customer needs and successfully adapt to market dynamics.
Before becoming COO, Mr. Pruitt was Senior Vice President for Vulcan’s Southwest and Western Divisions. He joined Vulcan in August 2021 with the acquisition of U.S. Concrete, where he served as Chief Executive Officer.
Mr. Pruitt has served on the boards of directors of the National Stone, Sand and Gravel Association, the National Ready Mixed Concrete Association and the American Cement Association. He holds a bachelor’s degree from the University of Texas at Arlington.
About Vulcan Materials Company
Vulcan Materials Company, a member of the S&P 500 Index with headquarters in Birmingham, Alabama, is the nation’s largest supplier of construction aggregates – primarily crushed stone, sand and gravel – and a major producer of aggregates-based construction materials, including asphalt and ready-mixed concrete. For additional information about Vulcan, go to www.vulcanmaterials.com.
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October 13, 2025
FOR IMMEDIATE RELEASE
FORWARD-LOOKING STATEMENT DISCLAIMER
This document contains forward-looking statements. Statements that are not historical fact, including statements about Vulcan’s beliefs and expectations, are forward-looking statements. Generally, these statements relate to future financial performance, results of operations, business plans or strategies, projected or anticipated revenues, expenses, earnings (including EBITDA and other measures), dividend policy, shipment volumes, pricing, levels of capital expenditures, intended cost reductions and cost savings, anticipated profit improvements and/or planned divestitures and asset sales. These forward-looking statements are sometimes identified by the use of terms and phrases such as “believe,” “should,” “would,” “expect,” “project,” “estimate,” “anticipate,” “intend,” “plan,” “will,” “can,” “may” or similar expressions elsewhere in this document. These statements are subject to numerous risks, uncertainties, and assumptions, including but not limited to general business conditions, competitive factors, pricing, energy costs, and other risks and uncertainties discussed in the reports Vulcan periodically files with the SEC.
Forward-looking statements are not guarantees of future performance and actual results, developments, and business decisions may vary significantly from those expressed in or implied by the forward-looking statements. The following risks related to Vulcan’s business, among others, could cause actual results to differ materially from those described in the forward-looking statements: general economic and business conditions; a pandemic, epidemic or other public health emergency, such as the COVID-19 outbreak; Vulcan’s dependence on the construction industry, which is subject to economic cycles; the timing and amount of federal, state and local funding for infrastructure; changes in the level of spending for private residential and private nonresidential construction; changes in Vulcan’s effective tax rate; the increasing reliance on information technology infrastructure, including the risks that the infrastructure does not work as intended, experiences technical difficulties or is subjected to cyber-attacks; the impact of the state of the global economy on Vulcan’s businesses and financial condition and access to capital markets; risks related to international business operations and relationships, including recent actions taken by the Mexican government with respect to Vulcan’s property and operations in that country; the highly competitive nature of the construction industry; the impact of future regulatory or legislative actions, including those relating to climate change, wetlands, greenhouse gas emissions, the definition of minerals, tax policy or international trade; the outcome of pending legal proceedings; pricing of Vulcan’s products; weather and other natural phenomena, including the impact of climate change and availability of water; availability and cost of trucks, railcars, barges and ships as well as their licensed operators for transport of Vulcan’s materials; energy costs; costs of hydrocarbon-based raw materials; healthcare costs; labor shortages and constraints; the amount of long-term debt and interest expense incurred by Vulcan; changes in interest rates; volatility in pension plan asset values and liabilities, which may require cash contributions to the pension plans; the impact of environmental cleanup costs and other liabilities relating to existing and/or divested businesses; Vulcan’s ability to secure and permit aggregates reserves in strategically located areas; Vulcan’s ability to manage and successfully integrate acquisitions; the effect of changes in tax laws, guidance and interpretations; significant downturn in the construction industry may result in the impairment of goodwill or long-lived assets; changes in technologies, which could disrupt the way Vulcan does business and how Vulcan’s products are distributed; and other assumptions, risks and uncertainties detailed from time to time in the reports filed by Vulcan with the SEC. All forward-looking statements in this communication are qualified in their entirety by this cautionary statement. Vulcan disclaims and does not undertake any obligation to update or revise any forward-looking statement in this document except as required by law.
Source: Vulcan Materials Company