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): November 20, 2024
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) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which 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 9.01 | Financial Statements and Exhibits. |
Exhibits are filed herewith in connection with the issuance 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 by Vulcan Materials Company (the “Company”) on November 20, 2024, pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-277793) (the “Registration Statement”).
The following exhibits are incorporated by reference into the Registration Statement as exhibits thereto and are filed as part of this Current Report:
| Exhibit No. | Description |
|
|
| Underwriting Agreement, dated as of November 18, 2024, between Vulcan Materials Company and 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 |
|
|
| Eleventh Supplemental Indenture, dated as of November 20, 2024, between Vulcan Materials Company and Regions Bank, as Trustee |
|
|
| Opinion of Womble Bond Dickinson (US) LLP |
|
|
| Consent of Womble Bond Dickinson (US) LLP (included as part of Exhibit 5.1) |
|
|
| 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: November 20, 2024 | By: | /s/ Denson N. Franklin III |
| | Name:
| Denson N. Franklin III |
| | Title:
| Senior Vice President, General Counsel and Secretary |
