USLM 10-K & 10-Q changes, risk factors and insider trading

Our operations are affected by generaluncertain economic and regulatory conditions in the United States and specific economic conditions in particular industries.

General and industry specificindustry-specific economic and regulatory conditions in the United StatesStates, including uncertainty with regards to such conditions, could lead to reduced demand for our lime and limestone products. Specifically, demand from our utility customers has decreased due to the continuingrecent trend in the United States totowards retirereducing reliance on coal-fired utility plants. Our construction, steel, and oil and gas services customers reduce their purchase volumes, at times, due to cyclicalchanging economic and regulatory conditions inimpacting their industries.industries, and current areas of active growth, such as data center construction, may not continue. Any overall reduction in demand for our lime and limestone products could result in increased competitive pressures, including pricing pressure and competition for certain customer accounts, from other lime or limestone producers.

For us to maintain or increase our profitability, we must maintain or increase our revenues and improve cash flows, manage our capital expenditures, and control our operational and selling, generalgeneral, and administrative expenses. If we are unable to maintain our revenues and control our costs in these uncertain economic and regulatory times, our financial condition, results of operations, cash flows, and competitive position could be materially adversely affected.

We mine limestone in open-pit and underground mining operations and process and distribute that limestone through our plants and other facilities. Certain factors beyond our control could disrupt our operations, adversely affect production and shipments, and increase our operating costs, all of which could have a material adverse effect on our results of operations. These include geological formation problems that may cause poor mining conditions, variability of chemical or physical properties of our limestone, an accident or other major incident at a site that may cause all or part of our operations to cease for some period of time and increase our expenses, mining, processing, and plant equipment failures and unexpected maintenance problems that may cause disruptions and added expenses, strikes, job actions, or other work stoppages that may disrupt our operations or those of our suppliers, contractors, or customers and increase our expenses, and adverse weather conditions and natural disasters, such as hurricanes, tornadoes, excessive rains, flooding, ice storms, freezing weather, drought, wild fires, earthquakes, and other natural events, that may affect our operations, transportation,shipments, or fuel supply, or those of our suppliers, contractors, or customers.

Our competitors are predominately large private companies. The primary competitive factors in the lime and limestone industry are price, quality, ability to meet customer demands and specifications, proximity to customers, personal relationships, and timeliness of deliveries, with varying emphasis on these factors depending upon the specific product application. Recent increases in the price of lime have made us more susceptible to new entrants into our markets and/or multi-national competition. To the extent that one or more of our competitors becomes more successful with respect to any key competitive factor, we may find it difficult to increase or maintain our prices or to retain certain customer accounts, and our financial condition, results of operations, cash flows, and competitive position could be materially adversely affected.

TheseBusiness and financial risks arise from various factors, including, but not limited to, fluctuating demand and prices for our lime and limestone products, including as a result of downturns in the economy and in the construction, industrial, steel, and oil and gas services industries, and reduced demand from coal-fired utility plants, increased competitive pressures from other lime and limestone producers, changes in inflationary expectations, changes in legislation and regulations, including Environmental Laws, health and safety regulations, and requirements to renew or obtain operating permits, our ability to produce and store quantities of lime and limestone products sufficient in amount and quality to meet customer demands and specifications, the success of our modernization, expansionexpansion, and development,development and acquisition strategies, the uncertainty of our ability to sell any increased production capacity at acceptable prices, our ability to execute our strategies and complete projects on time and within budget, our ability to integrate, refurbish, and/or improve acquired facilities, our access to capital, volatile costs, especially energy costs, inclement weatherweather, and the effects of seasonal trends.

We receive most of our coal and petroleum coke by rail, so the availability of sufficient solid fuels to run our plants could be diminished significantly in the event of major rail disruptions. Domestic coal and petroleum coke may also be exported, which can increase competition and prices for the domestic supply. In addition, our freight costs to deliver our lime and limestone products are high relative to the value of our products, and they have generally increased in recent years. Our costs for delivery of solid fuels, as well as our products, also increase as demand for rail and trucking by other industries increases, and changes to Department of Transportation rules and regulations can reduce the availability of trucks, truck drivers, and rail cars to deliver solid fuels to our plants and deliver our products to our customers. Recent events, such as the ongoing conflicts in Ukraine and the Middle East, and the sanctions and other actions resulting therefrom, could further increase our energy costs. If we are unable to continue to pass along our increasing energy, labor, and parts and supplies costs to customers through higher prices or surcharges, or unable to timely receive contracted supplies of solid fuel to run our plants, our financial condition, results of operations, cash flows, and competitive position could be materially adversely affected.

We have undertaken a new kiln project at Texas Lime. We may in the future undertake additional modernization and expansion and development projects and acquisitions. Given current and projected demand for lime and limestone products, we cannot guarantee that any such project or acquisition would be successful, that we would be able to sell any resulting increased production at acceptable prices, or that any such sales would be profitable. We are unable to predict future demand and prices, given the current economic and regulatory uncertainties in the United States economy as a whole and in particular industries, and cannot provide any assurance that current levels of demand and prices will continue or that any future increases in demand or prices can be maintained.

We may be limited in our ability to insure against certain riskrisks ofinvolved in our operations.

Our cybersecurity processes are focused on the prevention, detection, mitigation, and remediation of damage from computer viruses, natural disasters, unauthorized access, cyber-attack, and other cybersecurity risks and threats. However, our cybersecurity processes may not be successful in preventing unauthorized access, intrusion, disclosure, and damage. Risks and threats to our systems can derive from human error, fraud, or malice on the part of employees or third parties, ransomware, or technological failure. Any failure, threat, or incident involving our IT systems could adversely impact our mining and manufacturing operations, salessales, or financial and administrative functions, or result in the compromise of personal or other confidential information of our employees, customers,suppliers, contractors, or suppliers.customers. Similarly, any failure, threat, or incident involving the IT systems of our suppliers, contractors, or customers could adversely impact our operations and financial results.

To the extent any such cybersecurity failure, threat, or incident results in disruption to our operations or sales or loss or disclosure of, or damage to, our data or confidential information, or that of our employees, suppliers, contractors, or customers, our costs could increase, and our reputation, business, results of operations, competitive position, and financial condition could be materially adversely affected. Additionally, should we experience a cybersecurity incident, we may incur substantial costs, including remediation costs, such as liability for stolen assets or information, repairs of system damage, legal expenses, and losses and costs associated with regulatory actions.

Our operations are subject to general and industry specificindustry-specific regulations. Changes toin the governmental, legal, and regulatory environment could increase our cost of compliance and adversely impact our financial condition, results of operations, cash flows, and competitive position.

We are in a period of economicgovernmental, legal, and regulatory uncertainty, which has been heightened by the current divides within and changes inbetween the branches of the United States federal government.government and state and local governments. The Administration and Congress may initiate actions to increasechange the regulation of certain industries, including the lime and limestone industry, and may take other steps to restrictregarding oil and gas drilling, reduce the use of coal, or regulate domestic manufacturing. There can be no assurance that any of these actions,changes, if adopted,implemented, will not increaseadversely costsaffect the demand for our customerslime and limestone products or increase our costs and those of our suppliers, contractors, and customers, including increasing our cost of compliance with zoning and land use, mine permitting and operating, mine safety, reclamation and remediation, and environmentalEnvironmental laws. In addition, the new Administration has communicated a desire to use tariffs as a means of policy implementation which could have an impact on the cost and availability of some of our supplies and those of our customers. A variety of factors, including uncertainty with respect to governmental fiscal and budgetary constraints, including the timing and amount of construction and infrastructure spending, changes to tax laws, legislative impasses, extended government shutdowns, fallout from downgrades and potential U.S. government defaults on its obligations, pandemics, trade wars, tariffs, social unrest, international incidents, and increased inflationary pressures and interest rates, could have a material adverse effect on our financial condition, results of operations, cash flows, and competitive position.Laws.

We incur environmental compliance costs and liabilities in our operations, including capital, maintenance, and operating costs, with respect to pollution control equipment, the cost of ongoing monitoring programs, the cost of reclamation and remediation efforts, and other similar costs and liabilities relating to our compliance with Environmental Laws. We expect theseThese costs and liabilities tomay continue or increase,change suchover astime, with uncertainty regarding possible new costs, taxes, and limitations on operations, including regulation of greenhouse gas emissions. Similar environmental costs and liabilities may also be faced by some of our suppliers, contractors, and customers.

TheChanges rate of change ofto Environmental Laws hashave been rapid and turbulent over the last decade, and we may face possible new uncertainties, costs and liabilities, taxes, and limitations on operations, including those related to climate change initiatives. Changes in policy or political leadership may affect how Environmental Laws are interpreted or enforced by the EPA and state governmental agencies. We expect ourOur expenditure requirements for future environmental compliance, including complying with nitrogen dioxide, sulfur dioxide, ozone, and particulate matter emission under the NAAQS and regulation of greenhouse gas emissions, tomay continue or increase. Discovery of currently unknown conditions and unforeseen costs and liabilities could require additional expenditures.

The regulation of greenhouse gas emissions remains an issue for us and some of our suppliers, contractors, and customers. There is no assurance that changes in the law or regulations will not be adopted,adopted over time, such as the imposition of greenhouse gas emission limits, a carbon tax, a cap-and-trade program requiring companies to purchase carbon credits, or other measures that would require reductions in emissions or changes to raw materials, fuel use, or production rates. These changes, if adopted, could have a material adverse effect on our financial condition, results of operations, cash flows and competitive position.

We intend to comply with all Environmental Laws and believe our accrual for environmental costs and liabilities at December 31, 20242025 is reasonable. Because many of the requirements are subjective and therefore not quantifiable or presently determinable, or may be affected by additionalchanging legislation and rulemaking, including those related to climate change and greenhouse gas emissions, there is no assurance that we will be able to successfully secure new permits in connection with our future modernization and expansion and development projects, and it is not possible to accurately predict the aggregate future costs and liabilities relating to environmental compliance and their effect on our financial condition, results of operations, cash flows, and competitive position.

Our mining operations are subject to mine safety regulation under the Mine Act. The Mine Act has been construed as authorizing MSHA to issue citations and orders pursuant to the legal doctrine of strict liability, or liability without fault. Citations and orders can be contested before the Commission, and as part of that process, are often reduced in severity and amount, and are sometimes vacated.

Any statements contained in this Report that are not statements of historical fact are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this Report, including without limitation statements relating to the Company’s plans, strategies, objectives, expectations, intentions, and adequacy of resources, are identified by such words as “will,” “could,” “should,” “would,” “believe,” “possible,” “potential,” “expect,” “intend,” “plan,” “schedule,” “estimate,” “anticipate,” and “project.” The Company undertakes no obligation to publicly update or revise any forward-looking statements. The Company cautions that forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from expectations, including without limitation the following: (i) the Company’s plans, strategies, objectives, expectations, and intentions are subject to change at any time at the Company’s discretion; (ii) the Company’s plans and results of operations will be affected by its ability to maintain and increase its revenues and manage its growth; (iii) the Company’s ability to meet short-term and long-term liquidity demands, including meeting the Company’s operating and capital needs, including possible acquisitions and paying dividends, and conditions in the credit and equity markets, including the ability of the Company’s customers to meet their obligations; (iv) interruptions to operations and increased expenses at the Company’s facilities resulting from changes in mining methods or conditions, variability of chemical or physical properties of the Company’s limestone and its impact on process equipment and product quality, inclement weather conditions, including more severe and frequent weather events resulting from climate change, natural disasters, accidents, IT systems failures or disruptions, including due to cybersecurity threats and incidents, utility disruptions, supply chain delays and disruptions, labor shortages and disruptions, or regulatory requirements; (v) volatile coal, petroleum coke, diesel, natural gas, electricity, and transportation costs and the consistent availability of trucks, truck drivers, and rail cars to deliver the Company’s products to its customers and solid fuels to its plants on a timely basis at competitive prices; (vi) the Company’s ability to expand its operations through projects and acquisitions of businesses with related or similar operations and the Company’s ability to obtain any required financing for such projects and acquisitions, to integrate the projects and acquisitions into the Company’s overall operations, and to sell any resulting increased production at acceptable prices; (vii) inadequate demand and/or prices for the Company’s lime and limestone products due to increased competition from competitors, including new entrants into our markets, increasing competition for certain customer accounts, conditions in the U.S. economy, recessionary pressures in,in and the impact of government policiespolicies, on,including changes in immigration policy, on the overall economy and particular industries, including construction, oil and gas services, utility plants, steel, construction, and industrial, moderation in current areas of active growth, including data center construction, effects of governmental fiscal and budgetary constraints, including the level of highway construction and infrastructure funding, changes to tax laws, legislative impasses, extended governmental shutdowns, reduced levels of government staffing, downgrades and defaults on U.S. government obligations, trade wars, tariffs, international incidents, including conflicts in Ukraine, Israel, and the broader Middle East, and Latin America, oil cartel production and supply actions, sanctions, economic and regulatory uncertainties under state governments and the United States Administration and Congress, inflation, recession, and other macroeconomic concerns, Federal Reserve responses to macroeconomic concerns,concerns and other pressures, including changing interest rates, and inability to continue to maintain or increase prices for the Company’s products, including passing through any increased costs of energy, labor, parts and supplies, and changes in inflationary expectations; (viii) ongoing and possible new regulations, investigations, enforcement actions and costs, legal expenses, penalties, fines, assessments, litigation, judgments and settlements, taxestaxes, and disruptions and limitations of operations, including those related to climate change, health and safety, human capital, diversity,equal inclusion,employment opportunities, and other ESGsocial, environmental, governance, and sustainability considerations, and those that could impact the Company’s ability to continue or renew its operating permits or successfully secure new permits in connection with its modernization and expansion and development projects; (ix) estimates of resources and reserves and remaining lives of reserves; (x) the impact of potential global pandemics, epidemics, or disease outbreaks, and governmental responses thereto, including decreased demand, lower prices, tightened labor and other markets, and increased costs, and the risk of non-compliance with health and safety protocols and mandates, on the Company’s financial condition, results of operations, cash flows, and competitive position; (xi) the impact of social or political unrest; (xii) risks relating to mine safety and reclamation and remediation; and (xiii) other risks and uncertainties set forth in this Report or indicated from time to time in the Company’s filings with the SEC, including the Company’s Quarterly Reports on Form 10-Q.

Our revenues increased 12.9%17.3% in 20242025 compared to 2023, primarily2024, due to an increase in averagesales sellingvolume prices forof our lime and limestone products of 14.2%,11.7% partially offset byand a 1.2%5.6% decreaseincrease in average selling prices. The increase in sales volume. This decrease in demandvolume was primarily due to increased demand from our constructionconstruction, environmental, and steel customers, partially offset by increaseddecreased demand from our industrial, environmental,oil and roofgas shingleservices customers. Our gross profit increased 40.0%26.7% in 2024,2025, compared to 2023,2024, primarily due to the increased revenues discussed above.

Our other (income) expense, net was $13.2 million income in 2025, compared to $11.5 million income in 2024, compared to $7.9 million income in 2023, an increase of $3.5$1.7 million. The increase in other income,(income) expense, net in 2024,2025, compared to 2023,2024, was due to interest earned on higher average balances inof our cash and cash equivalents.

Cash flows from operations enabled us to make $27.4$62.7 million of capital investments in 2024.2025. It also enabled us to pay $5.7$6.9 million in dividends in 20242025 and increase our cash and cash equivalents balances to $371.1 million as of December 31, 2025, compared to $278.0 million as of December 31, 2024, compared to $188.0 million as of December 31, 2023.2024. As of December 31, 20242025 and 2023,2024, we had no debt outstanding.

On February 3,2, 2025,2026, we announced that our Board of Directors had declared an increaseda regular quarterly cash dividend of $0.06 per share. The dividend is payable on March 14,13, 2025,2026, to shareholdersstockholders of record on February 21,20, 2025.2026.

Adverse weather conditions, such as ice storms, freezing weather, hurricanes, tornadoes, excessive rains, and flooding, generally reduce the demand for lime and limestone products supplied to construction-related customers that account for a significant amount of our revenues. Inclement weather also interferes with our open-pit mining operations and can disrupt our plant production.production and product shipments. In addition to weather, various maintenance, environmental, accident, and other operational and construction issues can also disrupt our operations and increase our operating expenses.

Demand for our lime and limestone products in our market areas is also affected by general economiceconomic, political, and regulatory conditions, the pace of construction, including the level of governmental and private funding for highwayhighway, constructioninfrastructure, and infrastructure,data center construction, utility plant usage of coal for power generation, the demand for steel, the demand for roof shingles, and the level ofand oil and gas drilling in our markets.

Texas continues to invest heavily in its transportation,transportation infrastructure, including directing certain sales and use tax revenues, state motor vehicle sales and rental tax revenues, and oil and gas tax revenues to the State Highway Fund, as required under the Texas constitution. InThe itsmajor fiscalmetropolitan 2024,areas in Texas transferred approximately $6.2 billion of such tax revenuescontinue to theexperience Statenet Highwaypopulation Fund. Additionally, for future roadway projects outlined in the Texas Department of Transportation’s 2024 Unified Transportation Program, the state programmed a $15.5 billion increase in funding for a total of $100.6 billion in constructiongrowth and majorare maintenancecharacterized projectsby plannedsolid overnew thehousing next 10 years. In 2021, the United States Congress passed the Infrastructure Investmentdemand and Jobsrelated Act,infrastructure which is estimated to apportion approximately $27.5 billion to Texas for federal-aid highway programs, of which $16.6 billion has been announced for roads, bridges, roadway safety, and major projects.growth. With these funding sources,sources and investment, we would expect to see strong continued demand from our construction customers, but the timing and amount of any increase in demand is uncertain and subject to weather, political, economic, and other factors.

Our modernization and expansion and development projects and acquisitions in Texas, Arkansas, and Oklahoma, our acquisitions in Oklahoma and MissouriMissouri, and our Texas slurry operations have positioned us to meet the demand for high-quality lime and limestone products in our markets. Our modernization and expansion and development projects have also equipped us with up-to-date, fuel-efficient plant facilities, which have resulted in lower production costs and greater operating efficiencies, thus enhancing our competitive position. All of our rotary kilns are now fuel-efficient preheater kilns, and the addition of the vertical kiln at St. Clair further increased the fuel efficiency of our fleet of kilns. Future projects, such as our new kiln project at Texas Lime, will create the opportunityopportunities for further fuel efficiency.

For our plants to operate at peak efficiency, we must meet operational challenges that arise from time to time, including bringing new facilities on-line and refurbishing and/or improving acquired facilities, including the facilities acquired as a result of our acquisitions of Carthage and Mill Creek, as well as operating existing facilities efficiently. We also incur ongoing costs for maintenance and to remain in compliance with rapidly changing Environmental Laws and health and safety and other regulations.

We continue to believe that the enhanced efficiency and production capacity resulting from our modernization and expansion and development projects in Texas, Arkansas, and Oklahoma, our expanded slurry operations, our acquisitions, including the acquisitions of Carthage and Mill Creek, and the operational strategies that we have implemented have allowed us to increase our efficiency, grow production capacity, improve product quality, better serve existing customers, attract new customers, and control costs. However, there can be no assurance that demand and prices for our lime and limestone products will enable us to fully utilize any additional production capacity, nor that our production will not be adversely affected by weather, maintenance, regulatory, accident, cybersecurity, and other operational and construction issues; that we can successfully invest in improvements to our existing facilities and acquisitions; that our results will not be adversely affected by increases in fuel, natural gas, electricity, transportationtransportation, and freight costs, taxes, or new environmental, health and safety, or other regulatory requirements; or that, with increasing competition with other lime and limestone producers, our revenues, gross profit, net income, and cash flows can be maintained or improved.

Selling, general and administrative expenses (“SG&A”) increased to $19.1 million in 2024, an increase of $1.6 million, or 9.2%, compared to $17.4 million in 2023. As a percentage of revenues, SG&A was 5.9% in 2024, compared to 6.2% in 2023. The increase in SG&A was primarily due to increased personnel expenses, including stock-based compensation, in 2024, compared to 2023.

Other (income) expense, net was $11.5 million income in 2024, compared to $7.9 million income in 2023, an increase of $3.5 million. The increase in other (income) expense, net in 20242024, compared to 2023, was due to interest earned on higher average balances inof our cash and cash equivalents.

Income tax expense was $27.5 million in 2024, for an effective rate of 20.2%, compared to $18.8 million in 2023, for an effective rate of 20.2%, an increase of $8.7 million, primarily due to the increase in income before income taxes in 2024, compared to 2023. Our effective income tax rates in 2024 and 2023 were reduced from the statutory rate primarily due to statutory depletion in excess of basis.basis, and increased primarily due to disallowed executive compensation and state income taxes.

We expect to spend approximately $22.0$25.0 million per year over the next several years for normal recurring capital and re-equipping projects at our plants and facilities to maintain or improve efficiency, ensure compliance with Environmental Laws, meet customer needs, and reduce costs. As of December 31, 2024,2025, we had $35.5$18.6 million in open orders for equipment and construction services contracts, including $32.5$15.9 million of contractual obligations relating to the new kiln project at Texas Lime.

Liquidity and Capital Resources. Net cash provided by operating activities was $165.0 million in 2025, compared to $126.0 million in 2024, compared to $92.3 million in 2023, an increase of $33.8$39.0 million, or 36.6%.30.9%. Our net cash provided by operating activities is composed of net income, depreciation, depletion and amortization (“DD&A”), other non-cash items included in net income, and changes in working capital. In 2025, net cash provided by operating activities was principally composed of $134.3 million net income, $25.2 million DD&A, and $8.1 million stock-based compensation, partially offset by a $0.7 million decrease in deferred income taxes and a $2.6 million decrease from changes in working capital. In 2025, the changes in working capital were principally composed of a $4.0 million increase in trade receivables, net, primarily as a result of increased sales in the fourth quarter 2025, compared to the fourth quarter 2024, and a $3.2 million increase in inventories, primarily due to increases in the costs of our supply of critical parts, partially offset by a $4.5 million increase in accounts payable and accrued expenses. In 2024, net cash provided by operating activities was principally composed of $108.8 million net income, $24.2 million DD&A, and $4.9 million stock-based compensation, partially offset by a $1.0 million decrease in deferred income taxes and an $11.0 million decrease from changes in working capital. In 2024, the changes in working capital were principally composed of a $5.9 million increase in trade receivables, net, primarily as a result of increased sales in the fourth quarter 2024, compared to the fourth quarter 2023, a $3.4 million increase in inventories, primarily due to increases in the costs of our supply of critical parts and the volume of our solid fuel stockpiles, and a $1.0 million decrease in accounts payable and accrued expenses. In 2023, net cash provided by operating activities was principally composed of $74.5 million net income, $23.8 million DD&A, and $3.2 million stock-based compensation, partially offset by a $0.9 million decrease in deferred income taxes and an $8.8 million decrease from changes in working capital. In 2023, the changes in working capital were principally composed of a $4.5 million increase in trade receivables, net, primarily as a result of increased sales in the fourth quarter 2023, compared to the fourth quarter 2022, a $4.7 million increase in inventories, primarily due to increases in the volume of our solid fuel stockpiles and the costs of our supply of critical parts, and a $1.1 million increase in prepaid expenses and other current assets, partially offset by a $1.7 million increase in accounts payable and accrued expenses.

Net cash used in investing activities was $62.5 million for 2025, compared to $26.9 million for 2024,2024. comparedNet tocash $32.0used in investing activities for 2025 included $35.9 million on the Texas kiln project and $4.6 million for 2023.real property purchases. Net cash used in investing activities for 2024 included $1.4 million on the newTexas kiln and related equipment and infrastructure project at Texas Lime and $1.6 million for real property purchases. Net cash used in investing activities for 2023 included $11.0 million for real property purchases.

At December 31, 2024,2025, we had no debt outstanding and no draws on the Revolving Facility other than $6.6$4.7 million of letters of credit, principally related to the Texas kiln project, which count as draws against the available commitment under the Revolving Facility.

Common Stock Buybacks. We spent $3.5$2.7 million, $1.3$3.5 million, and $0.8$1.3 million in 2025, 2024, 2023, and 2022,2023, respectively, to repurchase treasury shares tendered for payment of the exercise price for stock options and the tax withholding liability upon the lapse of restrictions on restricted stock.

Absent a significant acquisition, we believe that cash on hand and cash flows from operations will be sufficient to meet our operating needs, ongoing capital needs, including our current and possible future modernization and expansion and development projects, such as the Texas kiln project, and liquidity needs and allow us to pay our increased regular cash dividends for the nearshort-term future.and beyond.

Forward-Looking Statements. Any statements contained in this Report that are not statements of historical fact are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this Report, including without limitation statements relating to the Company’s plans, strategies, objectives, expectations, intentions, and adequacy of resources, are identified by such words as “will,” “could,” “should,” “would,” “believe,” “possible,” “potential,” “expect,” “intend,” “plan,” “schedule,” “estimate,” “anticipate,” and “project.” The Company undertakes no obligation to publicly update or revise any forward-looking statements. The Company cautions that forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from expectations, including without limitation the following: (i) the Company’s plans, strategies, objectives, expectations, and intentions are subject to change at any time at the Company’s discretion; (ii) the Company’s plans and results of operations will be affected by its ability to maintain or increase its revenues and manage any growth; (iii) the Company’s ability to meet short-term and long-term liquidity demands, including meeting the Company’s operating and capital needs, including possible acquisitions and paying dividends, and conditions in the credit and equity markets, includingand the ability of the Company’s customers to meet their obligations; (iv) interruptions to operations and increased expenses at the Company’s facilities resulting from changes in mining methods or conditions, variability of chemical or physical properties of the Company’s limestone and its impact on process equipment and product quality, inclement weather conditions, including more severe and frequent weather events resulting from climate change, natural disasters, accidents, IT systems failures or disruptions, including due to cybersecurity threats and incidents, utility disruptions, supply chain delays and disruptions, labor shortages and disruptions, or regulatory requirements; (v) volatile coal, petroleum coke, diesel, natural gas, electricity, and transportation costs and the consistent availability of trucks, truck drivers, and rail cars to deliver the Company’s products to its customers and solid fuels to its plants on a timely basis at competitive prices; (vi) the Company’s ability to expand its operations through projects and acquisitions of businesses with related or similar operations and the Company’s ability to obtain any required financing for such projects and acquisitions, to integrate the projects and acquisitions into the Company’s overall operations, and to sell any resulting increased production at acceptable prices; (vii) inadequate demand and/or prices for the Company’s lime and limestone products due to increased competition from competitors, including new entrants into our markets, or other changes to the competitive landscape, increasing competition for certain customer accounts, conditions in the U.S. economy, recessionary pressures in and the impact of government policies, including changes in immigration policy, on the overall economy and particular industries, including construction, oil and gas services, utility plants, steel, and industrial, moderation in areas of active growth, including data center construction, effects of governmental fiscal and budgetary constraints, including the level of highway construction and infrastructure funding, changes to tax laws, including the One Big Beautiful Bill Act, legislative impasses, extended governmental shutdowns, reduced levels of government staffing, downgrades and defaults on U.S. government obligations, tariffs, trade wars, international conflicts and incidents, including the conflicts in the Middle East, oil cartel production and supply actions, sanctions, embargoes, and blockades, economic and regulatory uncertainties under state governments and the United States Administration and Congress, inflation, recession, and other macroeconomic concerns, Federal Reserve responses to macroeconomic concerns and other pressures, including changing interest rates, and inability to continue to maintain or increase prices for the Company’s products, including passing through any increased costs of fuel, energy, transportation, labor, parts, and supplies, and changes in inflationary expectations; (viii) ongoing and possible new regulations, investigations, enforcement actions and costs, legal expenses, penalties, fines, assessments, litigation, judgments and settlements, taxes, and disruptions and limitations of operations, including those related to climate change, health and safety, human capital, equal employment opportunities, and other social, environmental, governance, and sustainability considerations, and those that could impact the Company’s ability to continue or renew its operating permits or successfully secure new permits in connection with its modernization and expansion and development projects; (ix) estimates of resources and reserves and remaining lives of reserves; (x) the impact of potential pandemics, epidemics, or disease outbreaks, and governmental responses thereto, including decreased demand, lower prices, tightened labor and other markets, and increased costs, and the risk of non-compliance with health and safety protocols and mandates, on the Company’s financial condition, results of operations, cash flows, and competitive position; (xi) the impact of social or political unrest; (xii) risks relating to mine safety and reclamation and remediation; and (xiii) other risks and uncertainties set forth in this Report or indicated from time to time in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Our gross profit decreasedincreased 9.5%11.6% and 0.5% in the firstsecond quarter and first six months 2026, respectively, compared to the second quarter and first quartersix months 2025. The decreaseincreases in gross profit resulted primarily from the decreaseincreases in revenues discussed aboveabove, andpartially offset by higher fuel and transportation costs. Our net income was $30.6$34.5 million ($1.06$1.20 per share diluted) in the firstsecond quarter 2026, compared to net income of $34.1$30.8 million ($1.19$1.07 per share diluted) in the firstsecond quarter 2025, aan decreaseincrease of $3.5$3.7 million, or 10.4%.11.9%. For the first six months 2026, our net income was $65.1 million ($2.26 per share diluted), compared to $64.9 million ($2.26 per share diluted) for the first six months 2025, an increase of $0.1 million, or 0.2%.

In 2024, we began construction on a new vertical kiln and related equipment and infrastructure at our Texas Lime Company plant. We estimate that the construction costs of the Texas kiln project will total approximately $65 million, and we anticipate itthat the new kiln will startcome uponline inthis the summer of 2026.summer. We will begin to depreciate the new kiln and related equipment when they consistently produce commercially saleable quicklime.

Net cash provided by operating activities was $32.1$71.1 million in the first quartersix months 2026, compared to $39.4$73.5 million in the first quartersix months 2025, a decrease of $7.4$2.3 million, or 18.7%.3.2%. Our net cash provided by operating activities is composed of net income, depreciation, depletion, and amortization (“DD&A”), deferred income taxes, stock-based compensation, other non-cash items included in net income, and changes in working capital. In the first quartersix months 2026, net cash provided by operating activities was principally composed of $30.6$65.1 million net income, $6.6$13.0 million DD&A, $3.4$7.5 million deferred income taxes, and $1.8$3.6 million stock-based compensation, partially offset by a $10.4$18.2 million decrease from changes in operating assets and liabilities. Changes in operating assets and liabilities in the first quartersix months 2026 included an increase of $10.2$13.1 million in trade receivables, net, due primarily to timing of the sales in the firstsecond quarter 2026 compared to the fourth quarter 2025, a decrease of $3.1 million in accounts payable and accrued expenses, an increase of $1.4 million in other assets, and an increase of $1.6$1.1 million in other assets,inventories, partially offset by a decrease of $0.3 million in inventories and a decrease of $1.0$0.6 million in prepaid expenses and other current assets. In the first quartersix months 2025, net cash provided by operating activities was principally composed of $34.1$64.9 million net income, $6.1$12.3 million DD&A, and $2.3$4.3 million stock-based compensation, partially offset by $0.6$2.3 million deferred income taxes and a $2.7$6.1 million decrease from changes in operating assets and liabilities. Changes in operating assets and liabilities in the first quartersix months 2025 included an increase of $11.8$10.4 million in trade receivables, net, due primarily to increased sales in the firstsecond quarter 2025 compared to the fourth quarter 2024, and an increase of $0.2 million in inventories, partially offset by a decreasedecreases of $1.0$2.1 million in inventories and $1.5 million in prepaid expenses and other current assets and an increase of $8.1$0.5 million in accounts payable and accrued expenses.

We had $18.3$36.2 million in capital expenditures in the first quartersix months 2026, compared to $14.9$28.1 million in the first quartersix months 2025. Capital expenditures in the first quartersix months 2026 included $10.0$20.9 million related to the Texas kiln project, compared to $7.8$14.1 million in the first quartersix months 2025. Net cash used in financing activities was $2.0$3.7 million in both the first quartersix months 2026 and 2025, consisting primarily of cash dividends paid in each period.

Cash and cash equivalents increased $12.0$31.5 million to $383.2$402.6 million at MarchJune 31,30, 2026 from $371.1 million at December 31, 2025.

We are not committed to any planned capital expenditures until actual orders are placed for equipment. As of MarchJune 31,30, 2026, we were committed to $5.3$2.5 million of open purchase orders related to the Texas kiln project. We did not have any other material commitments for open purchase orders. As of MarchJune 31,30, 2026, we had incurred a total of $48.5$57.7 million on the Texas kiln project, of which $45.9$56.8 million had been paid in cash.

At MarchJune 31,30, 2026, we had no debt outstanding and no draws on the Revolving Facility other than $4.6 million of letters of credit, principally related to the Texas kiln project, which count as draws against the available commitment under the Revolving Facility. We believe that, absent a significant acquisition, cash on hand and cash flows from operations will be sufficient to meet our operating needs, ongoing capital needs, including current and possible future modernization, expansion, and development projects, and liquidity needs and allow us to pay regular quarterly cash dividends for the near future.

Revenues in the firstsecond quarter 2026 were $87.8$99.1 million, compared to $91.3$91.5 million in the second quarter 2025, an increase of $7.6 million, or 8.3%. For the first six months 2026, revenues were $187.0 million, compared to $182.8 million in the first quartersix months 2025, aan decreaseincrease of $3.4$4.2 million, or 3.7%.2.3%. The decreaseincreases in our revenues in the second quarter and first quartersix months 2026, compared to the firstcomparable quarter2025 2025,periods, resulted primarily from decreasedincreased sales volumes of our lime and limestone products, principally due to decreasedincreased demand from our construction, oilconstruction and gas, and roof shinglesteel customers, partially offset by increaseddecreased demand from our steelroof shingle customers.

Gross profit was $41.8$46.7 million in the second quarter 2026, compared to $41.9 million in the second quarter 2025, an increase of $4.8 million, or 11.6%. Gross profit was $88.5 million in the first quartersix months 2026, compared to $46.2$88.0 million in the first quartersix months 2025, aan decreaseincrease of $4.4$0.4 million, or 9.5%.0.5%. The decreaseincreases in gross profit in the second quarter and first quartersix months 2026, compared to the firstcomparable quarter2025 2025,periods, resulted primarily from the decreasedincreased revenues discussed aboveabove, andpartially offset by higher fuel and transportation costs.

Selling, general, and administrative (“SG&A”) expenses were $6.0$6.1 million in the firstsecond quarter 2026, compared to $6.3$6.2 million in the firstsecond quarter 2025, a decrease of $0.3$0.1 million, or 4.7%.2.0%. SG&A expenses were $12.0 million in the first six months 2026, compared to $12.5 million in the first six months 2025, a decrease of $0.4 million, or 3.3%. The decreasedecreases in SG&A expenses in the first2026 quarter 2026,periods, compared to the firstcomparable quarter2025 2025,periods, waswere primarily due to decreased personnel expenses, including stock-based compensation.

Other (income) expense, net was $3.2$3.4 million income in the second quarter 2026 and $6.6 million income in the first quartersix months 2026, compared to $3.1 million income in the firstsecond quarter 2025,2025 anand increase$6.2 million income in the first six months 2025. The increases of $0.1$0.3 million,million and $0.4 million in other (income) expense, net, during the 2026 periods, compared to the comparable 2025 periods, were primarily due to interest earned on higher average balances of our cash and cash equivalents.

Income tax expense was $8.4$9.5 inmillion theand first quarter 2026, compared to $8.9$17.9 million in the firstsecond quarter 2025.and first six months 2026, respectively, compared to $8.0 million and $16.8 million in the second quarter and first six months 2025, respectively. The decreaseincreases in income tax expense wasin the 2026 periods, compared to the comparable 2025 periods, were primarily due to the decreaseincreases in income before taxes.

Our net income was $30.6$34.5 million ($1.06$1.20 per share diluted) in the firstsecond quarter 2026, compared to net income of $34.1$30.8 million ($1.19$1.07 per share diluted) in the firstsecond quarter 2025, aan decreaseincrease of $3.5$3.7 million, or 10.4%.11.9%. For the first six months 2026, our net income was $65.1 million ($2.26 per share diluted), compared to $64.9 million ($2.26 per share diluted) for the first six months 2025, an increase of $0.1 million, or 0.2%.